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What changed in AEMETIS, INC's 10-K — 2024 vs 2025

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Paragraph-level year-over-year comparison of AEMETIS, INC's 2024 and 2025 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2025 report.

+259 added−346 removedSource: 10-K (2026-03-16) vs 10-K (2025-03-14)

Top changes in AEMETIS, INC's 2025 10-K

259 paragraphs added · 346 removed · 228 edited across 6 sections

Item 1. Business

Business — how the company describes what it does

59 edited+7 added−8 removed33 unchanged
Biggest changeOur dairies have been generating LCFS credits using the temporary negative 150 carbon intensity while provisional carbon intensity pathways are under review by the California Air Resources Board ("CARB"). Those provisional pathways are expected to have an average carbon intensity of about negative 380 once approved, which is expected in early 2025.
Biggest changeIn 2025, we also received our first provisional LCFS pathway approvals from the California Air Resources Board ("CARB"), which allowed us to generate 160% more LCFS credits from RNG sales based on an average carbon intensity ("CI") of negative 385 for the seven dairies with approved pathways, while continuing to use the default pathway of negative 150 for the remaining dairies while their pathways are pending approval.
Similarly, our co-products, principally WDG and DCO, are sold into local California markets and compete with dried distillers grains (DDG) and DCO imported into California as well as with alternative feed products. California Dairy Renewable Natural Gas – Dairy renewable natural gas sold for transportation use currently competes with other renewable gas, fossil natural gas, and with fossil-based products.
Similarly, our co-products, principally WDG and DCO, are sold into local California markets and compete with dried distillers grains (DDG) and DCO imported into California as well as with alternative feed products. California Dairy Renewable Natural Gas – Dairy renewable natural gas sold for transportation use currently competes with other renewable gas, fossil natural gas, and fossil-based products.
A significant violation of these laws, regulations, permits or license conditions could result in substantial fines, criminal sanctions, permit revocations and/or facility shutdowns. In addition, environmental laws and regulations change over time, and any such changes, more vigorous enforcement policies or the discovery of currently unknown conditions may require substantial additional environmental expenditures.
A significant violation of these laws, regulations, permits or license conditions could result in substantial fines, criminal sanctions, permit revocations and/or facility shutdowns. In addition, laws and regulations change over time, and any such changes, more vigorous enforcement policies, or the discovery of currently unknown conditions may require substantial additional expenditures.
India Biodiesel – Biodiesel sold as fuel competes primarily with petroleum diesel produced by the three OMCs and two private oil companies, all of whom have significantly larger market shares for petroleum diesel than we do for biodiesel, and they control a significant share of the distribution network.
India Biodiesel – Biodiesel sold as fuel competes primarily with petroleum diesel produced by the three OMCs and two private oil companies in India, all of whom have significantly larger market shares for petroleum diesel than we do for biodiesel, and they control a significant share of the distribution network.
Commodity Risk Management Strategies California Ethanol – The costs of corn and natural gas and the price of ethanol are volatile and the prices of these commodities relative to each other determines the margins at our Keyes Plant. We are, therefore, exposed to commodity price risk. We monitor prices daily to assess the overall impact of the pricing on profitability.
Commodity Risk Management Strategies California Ethanol – The costs of corn and natural gas and the price of ethanol are volatile and the prices of these commodities relative to each other determines the margins at the Keyes Plant. We are, therefore, exposed to commodity price risk. We monitor prices daily to assess the overall impact of the pricing on profitability.
The objective of this development activity is to identify and develop efficient conversion technologies that will use waste feedstocks to produce renewable biofuels and biochemicals that have low carbon intensity on a large-scale, commercial basis.
The objective of this research and development activity is to identify and develop efficient conversion technologies that will use waste feedstocks to produce renewable biofuels and biochemicals that have low carbon intensity on a large-scale, commercial basis.
We do this by building a circular bioeconomy using local agricultural products and waste to produce low carbon, advanced renewable fuels that reduce greenhouse gas ("GHG") emissions and improve air quality. Our current operations include: ► California Ethanol - We own and operate a 65 million gallon per year capacity ethanol production facility in Keyes, California (the “Keyes Plant”).
We do this by building a local circular bioeconomy using agricultural products and wastes to produce low carbon, advanced renewable fuels that reduce greenhouse gas ("GHG") emissions and improve air quality. Our current operations include: ► California Ethanol - We own and operate a 65 million gallon per year capacity ethanol production facility in Keyes, California (the “Keyes Plant”).
Generally, these leases and manure supply agreements have a 25-year term with two five-year renewal options. 5 Table of Contents India Biodiesel – Our plant is currently capable of using a broad variety of feedstocks to produce biodiesel, which provides us with flexibility to purchase lower cost feedstocks when available in the market.
Generally, these leases and manure supply agreements have a 25-year term with two five-year renewal options. 5 Table of Contents India Biodiesel – The Kakinada Plant is currently capable of using a broad variety of feedstocks to produce biodiesel, which provides us with flexibility to purchase lower cost feedstocks when available in the market.
Based on our current assessment of the environmental and regulatory risks, we have not accrued any amounts for environmental matters as of December 31, 2024 and 2023. The ultimate costs of any liabilities that may be identified or the discovery of additional contaminants could materially adversely impact our results of operation or financial condition.
Based on our current assessment of the environmental and regulatory risks, we have not accrued any amounts for environmental matters as of December 31, 2025 and 2024. The ultimate costs of any liabilities that may be identified or the discovery of additional contaminants could materially adversely impact our results of operation or financial condition.
We use contractual relationships with third-party RNG fueling stations to dispense gas for transportation use. In connection with dispensing for transportation use, we generated sellable credits under the federal Renewable Fuel Standard (referred to as "D3 RINs") and the California Low Carbon Fuel Standard ("LCFS").
We use contractual relationships with third-party RNG fueling stations to dispense gas for transportation use. In connection with dispensing for transportation use, we generate sellable credits under the federal Renewable Fuel Standard (referred to as "D3 RINs") and the California Low Carbon Fuel Standard ("LCFS").
In addition, we are continuing to seek out and evaluate potential feedstocks that will reduce cost and carbon intensity, with an emphasis on processes that use cellulosic feedstoc ks to augment or replace current feedstocks.
We are continuing to seek out and evaluate potential feedstocks that will reduce cost and carbon intensity, with an emphasis on processes that use cellulosic feedstoc ks to augment or replace current feedstocks.
Environmental and Regulatory Matters California Ethanol and California Dairy Renewable Natural Gas We are subject to federal, state and local environmental laws, regulations and permit conditions, 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, and the health and safety of our employees.
Environmental and Regulatory Matters California Ethanol and California Dairy Renewable Natural Gas Our California operations are subject to federal, state and local environmental, safety, and other laws, regulations and permit conditions, 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, and the health and safety of our employees.
In addition, we may also seek to acquire companies, enter into licensing agreements, or form joint ventures with companies that offer prospects for the adoption of technologies that would be accretive to earnings. 3 Table of Contents 2024 Highlights California Ethanol We produce six products at our California Ethanol plant: denatured fuel ethanol, wet distillers grains (WDG), distillers corn oil (DCO), condensed distillers solubles, undenatured alcohol for beverage producers, and CO₂.
In addition, we may also seek to acquire companies, enter into licensing agreements, or form joint ventures with companies that offer prospects for the adoption of technologies that would be accretive to earnings. 3 Table of Contents 2025 Highlights California Ethanol We produce six products at our California Ethanol plant: denatured fuel ethanol, wet distillers grains ("WDG"), distillers corn oil ("DCO"), condensed distillers solubles ("CDS"), undenatured alcohol for beverage producers, and carbon dioxide ("CO₂").
Congress and California State Legislature, which may significantly impact the biofuels industry’s emissions regulations, as will the RFS, California’s LCFS, and other potentially significant changes in existing transportation fuels regulations. 6 Table of Contents India Biodiesel - We are subject to national, state and local environmental laws, regulations and permits, including with respect to the generation, storage, handling, use, transportation and disposal of hazardous materials, and the health and safety of our employees.
Congress and California State Legislature, which may significantly impact the biofuels industry’s emissions regulations, as will the RFS, California’s LCFS, and other potentially significant changes in existing transportation fuels regulations. 6 Table of Contents India Biodiesel - The Kakinada Plant is subject to national, state and local environmental laws, regulations and permits, including with respect to the generation, storage, handling, use, transportation and disposal of hazardous materials, and the health and safety of our employees.
The plant is currently designed to produce 90 million gallons per year of RD or 78 million gallons per year of SAF from renewable vegetable and animal oils obtained from the Company’s other biofuels plants and other sources. The plant is designed to use low-carbon hydroelectric electricity and renewable hydrogen that will be generated from byproducts of SAF/RD production.
The plant is currently designed to produce 90 million gallons per year of RD or 78 million gallons per year of SAF from renewable vegetable and animal oils obtained from our other biofuels plants and other North American sources. The plant is designed to use low-carbon hydroelectric electricity and renewable hydrogen that will be generated from byproducts of SAF/RD production.
We are continuing to actively increase our RNG production by constructing additional dairy digesters and pipelines and by engaging in pre-construction development efforts for the contracting, permitting and financing of additional digesters to continue the growth.
We are continuing to actively increase RNG production by constructing additional dairy digesters and pipelines and by engaging in pre-construction development efforts for the contracting, permitting and financing of additional digesters.
Energy Information Agency (the “EIA”), on January 1, 2025, there were approximately 198 commercial ethanol production facilities in the U.S. with combined production of approximately 15.5 billion gallons per year. The production of ethanol is a commodity-based business where producers compete on the basis of price and carbon intensity. We produce and sell ethanol into the California market.
Energy Information Agency (the “EIA”), on January 1, 2025, there were approximately 191 commercial ethanol production facilities in the U.S. with a combined production of approximately 18.5 billion gallons per year. The production of ethanol is a commodity-based business where producers compete on the basis of price and carbon intensity. We produce and sell ethanol in the California market.
We are also building our own RNG dispensing station, which is planned to begin operating in the second half of 2025. ► 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 oil and animal waste feedstocks.
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 oil and animal waste feedstocks.
Over the past 12 years, we have made several improvements to the Keyes Plant that allow us to sell substantially all of our byproducts as commercial products into the local agricultural economy.
Over the past 12 years, we have made several improvements to the Keyes Plant that allow us to sell substantially all of our byproducts from the ethanol production process as commercial products into the local agricultural economy.
We are actively expanding our RNG production, with several additional dairy digesters under construction, agreements with a total of 50 dairies, and a completed environmental review for an additional 24 miles of biogas pipeline.
We are actively expanding our RNG production, with several additional dairy digesters under construction, agreements with over fifty dairies, and a completed environmental review for an additional 24 miles of biogas pipeline.
Evaluate and pursue technology and facility acquisition opportunities . We intend to evaluate and pursue opportunities to acquire technologies and facilities that are accretive as financial resources and business prospects make the acquisition of these technologies, facilities, and processes advisable.
We also intend to evaluate and pursue opportunities to acquire technologies and facilities that are accretive as financial resources and business prospects which make the acquisition of these technologies, facilities, and processes advisable.
We plan to continue to pursue sales of biodiesel to Oil Marketing Companies (“OMCs”) that are owned by the India government under the cost-plus contract structure, as well as pursuing sales to traditional bulk, fleet, industrial, retail, and transportation biodiesel markets in India.
We plan to continue to pursue sales of biodiesel to Oil Marketing Companies (“OMCs”) that are owned by the India government, as well as pursuing sales to traditional bulk, fleet, industrial, retail, and transportation biodiesel markets in India.
California Dairy Renewable Natural Gas – We deliver Renewable Natural Gas into the utility gas pipeline via interconnection and sell it to transportation customers through a contractual relationship with fuel dispensing companies. We sell the environmental attributes through industry brokers. India Biodiesel – We sell biodiesel to the three Government OMCs.
California Dairy Renewable Natural Gas – We deliver Renewable Natural Gas into the utility gas pipeline via interconnection and sell it to transportation customers through a contractual relationship with fuel dispensing companies. We sell the environmental attributes (i.e. D3 RINs and LCFS credits) through industry brokers. India Biodiesel – We sell biodiesel to the three Government OMCs.
We are implementing several energy efficiency initiatives at the Keyes Plant focused on reducing operating costs and lowering the carbon intensity of our ethanol. ► California Dairy Renewable Natural Gas - We produce Renewable Natural Gas (“RNG”) in central California.
We are implementing several energy efficiency initiatives at the Keyes Plant focused on reducing operating costs and lowering the carbon intensity ("CI") of our ethanol to increase revenues. ► California Dairy Renewable Natural Gas - We produce Renewable Natural Gas ("RNG") in central California.
(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 replace fossil-based products.
(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 expect to produce 550,000 MMBtu per year of RNG from our current digester projects, and we plan to build additional digesters and expand our upgrading hub over the next several years to be able to produce about 1.6 million MMBtu of RNG annually. India Biodiesel Capitalize on policy changes by the Government of India.
We expect to produce 550,000 MMBtu per year of RNG from our current digester projects, and we plan to build additional digesters and expand our upgrading hub over the next several years to be able to produce about 1.6 million MMBtu of RNG annually.
In 2024, we increased RNG production by operating our previously built digesters for the entire year and by commissioning five new digesters. The increase in production also increased the number D3 RINs and LCFS credits generated and sold.
In 2025, we increased RNG production by operating our previously built digesters for the entire year and by commissioning one new digester. The increase in production also increased the number of D3 RINs and LCFS credits generated and sold.
We continue to evaluate new technologies and conduct research to produce low and negative carbon intensity advanced biofuels from renewable feedstocks. Our objective is to continue to commercialize our portfolio of technologies and expand the adoption of these advanced biofuels and biochemical technologies.
Utilize technology for the development and production of additional advanced biofuels and renewable chemicals. We continue to conduct research and evaluate new technologies to produce low and negative carbon intensity advanced biofuels from renewable feedstocks. Our objective is to continue to commercialize our portfolio of technologies and expand the adoption of these advanced biofuels and biochemical technologies.
Item 1. Business General Founded in 2006 and headquartered in Cupertino, California, Aemetis, Inc.
Item 1. Business Current Operations Founded in 2006 and headquartered in Cupertino, California, Aemetis, Inc.
The following table shows our production and sales of biodiesel and refined glycerin in 2024 and 2023: Years ended December 31, 2024 vs 2023 % 2024 2023 Change Biodiesel Metric tons sold (in thousands) (1) 74.2 60.5 22.6 % Average Sales Price/Ton $ 1,168 $ 1,232 -5.2 % Refined Glycerin Metric tons sold (in thousands) (1) 6.5 4.2 54.8 % Average Sales Price/Ton $ 645 $ 640 0.8 % (1) 1 metric ton is equal to 1,000 kilograms (approximately 2,204 pounds). 4 Table of Contents Competition California Ethanol – According to the U.S.
The following table shows our production and sales of biodiesel and refined glycerin in 2025 and 2024: Years ended December 31, 2025 vs 2024 % 2025 2024 Change Biodiesel Metric tons sold (in thousands) (1) 21 74 -71.6 % Average Sales Price/Ton $ 1,117 $ 1,168 -4.4 % Refined Glycerin Metric tons sold (in thousands) (1) 1.0 6.5 -84.6 % Average Sales Price/Ton $ 1,093 $ 645 69.5 % (1) 1 metric ton is equal to 1,000 kilograms (approximately 2,204 pounds). 4 Table of Contents Competition California Ethanol – According to the U.S.
We now have eleven operating dairy digesters that produce biomethane, additional digesters under construction, and various types of agreements with a total of 50 dairies for the supply of feedstock to current and future digesters.
We now have twelve operating dairy digesters that produce biomethane, additional digesters under construction, and agreements with over 50 dairies for the supply of feedstock to current and future digesters.
We are continuing with the engineering and other required development activities for the facility. 2 Table of Contents ► Carbon Capture and Underground Sequestration – We are developing Carbon Capture and Underground Sequestration (“CCUS”) facilities, also located at the Riverbank Industrial Complex, that is designed to inject carbon dioxide more than one mile underground for geologic storage to reduce greenhouse gas emissions to the atmosphere that contribute to global warming.
We are developing a Carbon Capture and Underground Sequestration (“CCUS”) facility, to be located at the Riverbank Industrial Complex, that is designed to inject carbon dioxide more than one mile underground for geologic storage to reduce greenhouse gas emissions to the atmosphere that contribute to global warming.
Our facilities consist of eleven anaerobic digesters that produce biogas from dairy waste, a 36-mile biogas collection pipeline leading to a central upgrading hub, and an interconnection to inject the RNG into the utility natural gas pipeline for delivery for use as transportation fuel.
We currently have twelve anaerobic digesters that produce biogas from dairy waste, 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.
In 2023 and 2024, we engaged in periodic forward purchases of natural gas to obtain longer term benefits of favorable prices. California Dairy Renewable Natural Gas – The prices for RNG, D3 RINs, and LCFS credits are volatile. We therefore are exposed to market price risk for our sales of RNG and associated environmental attributes.
California Dairy Renewable Natural Gas – The prices for RNG, D3 RINs, and LCFS credits are volatile. We therefore are exposed to market price risk for our sales of RNG and associated environmental attributes.
The following table shows our production and sales of ethanol and WDG in 2024 and 2023: Years ended December 31, 2024 vs 2023 % 2024 2023 Change Ethanol Gallons Sold (in millions) 60.6 32.1 88.8 % Average Sales Price/Gallon $ 1.96 $ 2.44 -19.7 % WDG Tons Sold (in thousands) 410.6 225.3 82.2 % Average Sales Price/Ton $ 88.21 $ 97.43 -9.5 % California Dairy Renewable Natural Gas We deliver Renewable Natural Gas ("RNG") to the market through our interconnection with the utility gas pipeline.
The following table shows our production and sales of ethanol and WDG in 2025 and 2024: Years ended December 31, 2025 vs 2024 % 2025 2024 Change Ethanol Gallons Sold (in millions) 57 61 -6.6 % Average Sales Price/Gallon $ 2.03 $ 1.96 3.6 % WDG Tons Sold (in thousands) 374 411 -9.0 % Average Sales Price/Ton $ 80.1 $ 88.2 -9.2 % California Dairy Renewable Natural Gas We deliver Renewable Natural Gas ("RNG") to the market through our interconnection with the utility gas pipeline.
We sell the CO₂ gas from our fermenters to an industrial gas company that operates a commercial grade CO₂ production plant connected to our Keyes Plant by a dedicated pipeline.
We have designated A.L. Gilbert, Co., an animal feed company located adjacent to the Keyes Plant to sell and distribute our WDG. We sell the CO₂ gas from our fermenters to an industrial gas company that operates a commercial grade CO₂ production plant connected to our Keyes Plant by a dedicated pipeline.
Our ethanol price is based on quarterly sales contracts entered by Murex with local fuel blenders that typically base delivery prices on indexes of daily spot prices for ethanol.
Our ethanol price is based on an index of daily spot prices for ethanol less an adjustment for local market conditions that is set in quarterly sales contracts entered by Murex with local fuel blenders.
We construct and own the dairy digesters and the biogas pipeline that connects the digesters to our upgrading hub located at our California Ethanol plant.
California Dairy Renewable Natural Gas – We produce Renewable Natural Gas from biogas generated by anerobic digesters located on properties that we lease from dairy operators. We construct and own the dairy digesters and the biogas pipeline that connects the digesters to our upgrading hub located at our California Ethanol plant.
We are in the process of designing and fabricating a mechanical vapor recompression (“MVR”) system that is expected to reduce natural gas consumption at the Keyes Plant by more than 80% .
To continue this strategy, we are in the process of procuring and installing a mechanical vapor recompression (“MVR”) system that is expected to reduce natural gas consumption at the Keyes Plant by more than 80% . Continue to seek alternative feedstocks and improve product yields to minimize cost and carbon emissions.
The following table shows our production and sales of dairy RNG in 2024 and 2023: Years ended December 31, 2024 vs 2023 % 2024 2023 Change Dairy Renewable Natural Gas Gas sold (in thousand MMBtu) 301.9 194.2 55.5 % Average price per MMBtu $ 3.01 $ 5.12 -41.3 % RINs sold (in thousands) 3,029.9 1,400.7 116.3 % Average price per RIN $ 3.04 $ 3.19 -4.7 % LCFS credits sold (in thousands) 51.5 - 100.0 % Average price per LCFS credit $ 56.74 - 100.0 % RNG available for dispensing at year end (in thousand MMBtu) 24.6 68.0 -63.8 % India Biodiesel We produce two primary products at the Kakinada Plant: biodiesel and refined glycerin manufactured by further processing of the crude glycerin that is a byproduct of biodiesel production.
The following table shows our production and sales from RNG in 2025 and 2024: Years ended December 31, 2025 vs 2024 % 2025 2024 Change Dairy Renewable Natural Gas Gas Gas sold (in thousand MMBtu) 399 302 32.1 % Average price per MMBtu $ 3.34 $ 3.01 11.0 % RINs RINs sold (in thousands) 3,459 3,030 14.2 % Average price per RIN $ 2.50 $ 3.04 -17.8 % LCFS LCFS credits sold (in thousands) 83 52 59.6 % Average price per LCFS credit $ 57.1 $ 56.7 0.7 % India Biodiesel We produce two primary products at the Kakinada Plant: biodiesel and refined glycerin manufactured by further processing of the crude glycerin that is a byproduct of biodiesel production.
We periodically explore and utilize methods of mitigating the volatility of our commodity prices through forward contract purchasing. We sold our WDG during 2023 and 2024 on a month-to-month basis, however, we monitor and periodically sell on a quarterly basis when we believe longer term contracts allow us to better manage commodity and pricing risk.
We sold our WDG during 2025 and 2024 on a month-to-month basis; however, we monitor and periodically sell on a quarterly basis when we believe longer term contracts allow us to better manage commodity and pricing risk. In 2025 and 2024, we periodically entered longer term contracts for purchases of natural gas to obtain the benefits of favorable prices.
In addition, we are actively growing our business by seeking to develop or acquire new facilities, including the following key projects: ► Sustainable Aviation Fuel and Renewable Diesel – We are developing a sustainable aviation fuel (“SAF”) and renewable diesel (“RD”) production plant to be located at the Riverbank Industrial Complex in Riverbank, CA.
We are developing a sustainable aviation fuel (“SAF”) and renewable diesel (“RD”) production plant to be located at the Riverbank Industrial Complex in Riverbank, CA.
Employees As of December 31, 2024, we had a total of 223 full-time equivalent employees, including 16 at our corporate offices, 47 at the Keyes Plant, 20 in our biogas operations, 3 at the Riverbank Industrial Complex, and 137 in India.
Employees As of December 31, 2025, we had a total of 220 full-time equivalent employees, including 18 at our corporate offices, 46 at the Keyes Ethanol Plant, 22 in our California Dairy RNG operations, 4 at the Riverbank Industrial Complex, and 130 in India.
These companies also purchase our product for blending with fossil diesel before further sales of blended product to their customers. We compete primarily on the basis of location, price, and quality. In addition, our plant has demonstrated that it is a reliable and high-quality supplier the in India fuel market.
These companies also purchase our product for blending with fossil diesel before further sales of blended product to their customers, and we compete with other biodiesel producers to supply blendstocks to the OMCs. We compete primarily on the basis of location, price, and quality.
We believe that our insurance is adequate for our industry, but losses could occur for uninsurable or uninsured risks or in amounts in excess of existing insurance coverage.
Our general and umbrella liability policy coverage includes, but is not limited to, physical damage to assets, employer’s liability, comprehensive general liability, automobile liability, and workers’ compensation. We believe that our insurance is adequate for our industry, but losses could occur for uninsurable or uninsured risks or in amounts in excess of existing insurance coverage.
Heiskell Purchasing Agreement, and J.D. Heiskell resells the products to marketers designated by us. We have designated a single fuel marketing company, Murex LLC ("Murex"), to purchase our ethanol, which resells to fuel blenders. We have designated A.L. Gilbert, Co., an animal feed company located adjacent to the Keyes ethanol plant to sell and distribute our WDG.
Customers California Ethanol – We sell substantially all the ethanol, WDG, DCO, and CDS we produce to J.D. Heiskell under the J.D. Heiskell Purchasing Agreement, and J.D. Heiskell resells the products to marketers designated by us. We have designated a single fuel marketing company, Murex LLC ("Murex"), to purchase our ethanol and resell it to fuel blenders.
We received approval of the Use Permit and CEQA for the development of the plant in September 2023 and the Authority to Construct air permits in March 2024.
We received the Use Permit and California Environmental Quality Act ("CEQA") approvals for the development of the plant in September 2023 and the Authority to Construct air permits in March 2024. We are continuing with engineering and other development activities for the facility. Carbon Capture and Underground Sequestration.
The Company’s current and planned businesses produce renewable fuels and reduce carbon emissions, while generating revenues from Renewable Fuel Standard ("RFS") credits, California Low Carbon Fuel Standard (“LCFS”) credits, and federal investment and production tax credits.
Our current and planned businesses produce renewable fuels, reduce emissions, and generate revenues from federal Renewable Fuel Standard ("RFS") credits, federal Section 45Z production tax credits (“45Z PTC”), California Low Carbon Fuel Standard (“LCFS”) credits, and other investment and production tax credits. We plan to continue our efforts to maximize credit generation.
During 2023 and 2024, we sold biodiesel to the government Oil Marketing Companies ("OMCs") Hindustan Petroleum, Bharat Petroleum, and Indian Oil Corporation. In the fourth quarter of 2023, we received an initial 12-month allocation from the OMCs and began executing this allocation.
During 2025 and 2024, we sold biodiesel to the government Oil Marketing Companies ("OMCs") Hindustan Petroleum, Bharat Petroleum, and Indian Oil Corporation.
Our website address is provided as an inactive textual reference only, and the contents of that website are not incorporated in or otherwise to be regarded as part of this report. In addition, the SEC maintains an Internet site (www.sec.gov) that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC, including us.
In addition, the SEC maintains an internet site (www.sec.gov) that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC, including us.
The Keyes Plant also sells alcohol to beverage producers, and sells CO₂ that is processed into commercial grade for use in food, beverage, and other industries.
The Keyes Plant also sells CO₂ captured from the ethanol fermentation process to produce commercial grade CO₂ for the food, beverage, and other industries.
The products reflect our primary production and also the result of our strategy over the last decade to convert substantially all of the byproducts of the plant into marketable products. During 2024, we completed installation of a solar microgrid as a key step in electrifying and further reducing the carbon emissions from the plant.
The products reflect our primary production and also the result of our strategy over the last decade to convert substantially all of the outputs of the plant into marketable products.
India Biodiesel – During 2023 and 2024, the price for sales to OMCs was based on a cost-plus formula that uses a trailing average of several production input factors to determine the price paid for biodiesel. Raw Materials and Suppliers California Ethanol – We procure corn as feedstock for the Keyes Ethanol Plant from J.D. Heiskell.
India Biodiesel – During 2025, pricing for sales to OMCs was based on a fixed price formula to increase competitiveness, whereas in 2024 the price for sales to OMCs was based on a cost-plus formula that used a trailing average of several production input factors to determine the price paid for biodiesel.
Additionally, we currently sell our biodiesel to OMCs using a cost-plus based pricing structure that correlates our product pricing with market-based feedstock and operating costs. Research and Development Our research and development efforts focus on evaluating and commercializing technologies for the production of biodiesel, SAF, renewable diesel, cellulosic ethanol, and other renewable biofuels.
Research and Development Our research and development efforts focus on evaluating and commercializing technologies for the production of biodiesel, SAF, renewable diesel, cellulosic ethanol, and other renewable biofuels from a variety of feedstocks.
The Kakinada Plant is one of the largest biodiesel production facilities in India. The Kakinada Plant also distills the crude glycerin byproduct from the biodiesel refining process into refined glycerin that is sold to the pharmaceutical, personal care, paint, adhesive, and other industries.
The Kakinada Plant also distills the crude glycerin byproduct from the biodiesel refining process into refined glycerin that is sold to the pharmaceutical, personal care, paint, adhesive, and other industries. 2 Table of Contents Strategy Key elements of our business and growth strategy include: California Ethanol Improve operating margins and cash flow by improving the energy efficiency of the Keyes Plant.
With respect to crude and refined glycerin, we compete with other glycerin producers and refiners selling products into the personal care, paints and adhesive markets primarily on the basis of price and product quality. Customers California Ethanol – We sell substantially all of the ethanol, WDG, DCO, and CDS we produce to J.D. Heiskell under the J.D.
In addition, the Kakinada Plant has demonstrated that it is a reliable and high-quality supplier in the India fuel market. With respect to crude and refined glycerin, we compete with other glycerin producers and refiners selling products into the personal care, paints and adhesive markets primarily on the basis of price and product quality.
For the last several years, our strategy has focused on further improvements to reduce the carbon emissions from the plant and to improve the plant's energy efficiency, both of which will lower the carbon intensity and increase the value of the ethanol we produce and sell.
During the last several years, we have implemented projects to improve the plant's energy efficiency, which lowers the carbon intensity and increases the value of the ethanol we produce and sell.
The purchase price is based on spot market prices at the time we process the corn, plus transportation costs and fees. California Dairy Renewable Natural Gas – We produce Renewable Natural Gas from biogas generated by anerobic digesters located on properties that we lease from dairy operators.
Raw Materials and Suppliers California Ethanol – We procure corn as feedstock for the Keyes Ethanol Plant from J.D. Heiskell. The purchase price is based on spot market prices at the time we process the corn, plus transportation costs and fees.
The Company plans to construct the characterization well in 2025 and at the same time is continuing engineering, permitting and other development activities for the permanent sequestration injection and monitoring wells.
We have completed the initial phase of drilling for the characterization well, and we are continuing permitting and other development activities for the characterization well and the permanent sequestration injection and monitoring wells. Use carbon and tax credits to bolster our operations and fund growth.
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In May 2023, the Company received a permit from the State of California to drill a geologic characterization well that will provide information required for the design and permitting of a CCUS well.
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Our plant is one of the largest biodiesel production facilities in India.
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Strategy Key elements of our strategy include: California Ethanol Improve operating margins and cash flow by improving the energy efficiency of the Keyes Plant and continuing to seek alternative feedstocks that minimize cost and carbon emissions.
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We are also building our own RNG dispensing station, which we plan to begin operating in 2026. India Biodiesel Capitalize on policy changes by the Government of India.
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We have installed and commissioned a 1.9 megawatt solar microgrid with battery backup to reduce the carbon intensity of the ethanol produced by the Keyes Plant and reduce electric power costs.
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We plan to continue exploring new business opportunities to convert agricultural and waste products into higher value biofuels in addition to biodiesel, including ethanol, renewable diesel, and sustainable aviation fuels. Expand Operations and Plan for IPO.
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We plan to continue investing in the conversion of lower quality, waste oils into higher value biofuels in addition to biodiesel, including renewable diesel and sustainable aviation fuels. Additionally, in 2024 we executed a project to increase the throughput capacity from 60 to 80 million gallons per year and to improve the efficiency of our production facility.
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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 public stock offering of our India subsidiary. Other Initiatives Sustainable Aviation Fuel and Renewable Diesel.
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We plan to explore new opportunities to invest in the areas that allow for more efficient and higher throughput for the production of biodiesel and refined glycerin. Other Initiatives Utilize technology for the development and production of additional advanced biofuels and renewable chemicals.
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D3 RINs are typically available for sale about one month after gas dispensing, and LCFS credits are generated and available for sale one calendar quarter after the calendar quarter in which RNG is dispensed. We recognize revenue for D3 RINs and LCFS credits when the credits are sold, rather than when RNG is produced or dispensed.
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Utilize site control of our Keyes and Riverbank properties to construct production plants to produce low and negative carbon intensity products. Initiatives are underway to construct facilities that produce SAF and renewable diesel at our Riverbank location, and to generate LCFS and IRS 45Q credits by injecting CO₂ into a well at our Riverbank location.
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We periodically explore and utilize methods to mitigate the volatility of our commodity prices through term contract purchasing at fixed prices or fixed differentials from market prices.
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The plant operated for all twelve months of 2024, compared to operating only seven months in 2023.
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Note that our website address is provided here as an inactive textual reference only, and the contents of the website are not incorporated in or otherwise to be regarded as part of this report for securities filings purposes.
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Our general and umbrella liability policy coverage includes, but is not limited to, physical damage to assets, employer’s liability, comprehensive general liability, automobile liability and workers’ compensation. We do not carry environmental insurance.

Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

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Biggest changeIt 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.
Biggest changeAdvances 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.
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.
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 be unable to meet our debt repayment schedules.
The construction of new ethanol and other biofuel facilities is subject to construction cost overruns due to labor costs, costs of equipment and materials such as steel, labor shortages or weather or other delays, inflation or other factors, which could be material.
The construction of new ethanol and other biofuel facilities is subject to construction cost overruns due to labor costs, costs of equipment, materials such as steel, labor shortages, weather or other delays, inflation, or other factors, which could be material.
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, (iv) expansion of biodiesel production in India.
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 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.
Further, the Loper decision may result in increased regulatory uncertainty, inconsistent judicial interpretations and other impacts to the agency rulemaking process.
Further, the Loper decision may result in increased regulatory uncertainty, inconsistent judicial interpretations, and other impacts to agency rulemaking process.
Gilbert were to fail to purchase all of the WDG and syrup we produce, or if any of them were 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.
Gilbert were to fail to purchase all of the WDG and syrup we produce, or if any of them were to otherwise 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.
These laws, regulations 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 or permits, or license conditions can result in substantial fines, natural resource damages, criminal sanctions, permit revocations and facility shutdowns.
These laws, regulations, 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, permits, or license conditions can result in substantial fines, natural resource damages, criminal sanctions, permit revocations, and facility shutdowns.
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. 10 Table of Contents 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.
In addition, we may be required to make significant capital expenditures on an ongoing basis to comply with increasingly stringent laws, regulations, and permit and license requirements. 10 Table of Contents 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.
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 EPA will continue to prioritize climate change.
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.
Any change in government policies could have a material adverse effect on our business and the results of our operations. Waivers of the RFS minimum levels of renewable fuels included in gasoline or of the requirements by obligated parties to comply with the regulations could have a material adverse effect on our results of operations.
Any change in government policies could have a material adverse effect on our business and the results of our operations. Waivers of the RFS minimum levels of renewable fuels included in gasoline or of the requirements obligated by parties to comply with the regulations could have a material adverse effect on our results of operations.
To the extent that state or federal laws are modified or public perception turns against biofuels, use requirements such as RFS and LCFS may not continue, which could materially harm our ability to operate profitably.
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.
The occurrence of any of these events could have an adverse effect on our business. Our business may be significantly disrupted upon the occurrence of a catastrophic event or cyberattack. Our Keyes and Kakinada Plants are highly automated and they rely extensively on the availability of our network infrastructure and internal technology systems.
The occurrence of any of these events could have an adverse effect on our business. Our business systems may be significantly disrupted upon the occurrence of a catastrophic event or cyberattack. The Keyes and Kakinada Plants are highly automated, 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 operations and financial condition. We have developed disaster recovery plans and maintain backup systems in order to reduce the potential impact of a catastrophic event.
The failure of 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 operations, and financial condition. We have developed disaster recovery plans and maintain backup systems in order to reduce the potential impact of a catastrophic event.
Similarly, in India 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.
Similarly, in India, 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 biodiesel and refined glycerin). The markets for ethanol, biodiesel, WDG, DCO and refined glycerin are highly volatile and subject to significant fluctuations.
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.
We buy all of the feedstock for the Keyes Plant from one supplier, J.D. Heiskell. Under the Heiskell 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.
As a result, we may need to write down the carrying value of our long-lived assets. 8 Table of Contents In addition, we intend to modify or adapt third party technologies at the Keyes Plant and at the Kakinada Plant to accommodate alternative feedstocks and improve operations.
As a result, we may need to write down the carrying value of our long-lived assets. 8 Table of Contents 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.
The market price of ethanol is dependent upon many factors, including the supply of ethanol and the demand for gasoline, which is 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.
The market price of ethanol is dependent upon many factors, including the supply of ethanol and the demand for gasoline, which are 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.
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. 13 Table of Contents 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 reported and the effectiveness of our safety program.
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. 13 Table of Contents 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 reported, and the effectiveness of our safety programs.
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.
Since 2007, we have been developing enzyme technology to enable the production of ethanol from a combination of starch and cellulose, or from cellulose alone. In 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.
Item 1A. Risk Factors We operate in an evolving industry that presents numerous risks beyond our control that are driven by factors that cannot be predicted.
Item 1A. Risk Factors We operate in an evolving industry that presents numerous risks, including risks beyond our control that are driven by factors that cannot be predicted.
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 Indian government’s 2019 National Ethanol Blended Petrol Program Policy states a plan to increase ethanol Biodiesel blending to 20% by 2030.
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 India government’s 2019 National Ethanol Blended Petrol Program Policy states a plan to increase ethanol blending to 20% by 2030.
The terms of our indebtedness and the Series A preferred units impose certain restrictions on us that limit our cash flow and affect our ability to further invest in our business, including as follows: ● Any cash flows after funding our operations, any equity raises, and any EB-5 funding must be used to pay principal and interest on debt, thereby reducing the funds available for working capital, capital expenditures, acquisitions, research and development and other general corporate purposes; ● Any Biogas cash flows may be used to pay mandatory redemptions under the Preferred Unit Purchase Agreement and this use of funds could reduce the funds available to use by us for operations. ● Insufficient cash flows from operations may force us to sell assets or seek additional capital, which we may not be able to accomplish on favorable terms, if at all; and ● The level of indebtedness may make us more vulnerable to economic or industry downturns. 7 Table of Contents Our business is dependent on external financing and cash from operations to service debt and fund future growth.
The terms of our indebtedness and the Series A preferred units impose certain restrictions on us that limit our cash flow and affect our ability to further invest in our business, including as follows: ● Any cash flows after funding our operations, any equity raises, and any EB-5 funding must be used to pay principal and interest on debt, thereby reducing the funds available for working capital, capital expenditures, acquisitions, research and development and other general corporate purposes; ● Cash flows from our California Dairy RNG business may be used to pay mandatory redemptions under the Series A Preferred Unit Purchase Agreement, which could reduce the funds available to use by us for operations. ● Insufficient cash flows from operations may force us to sell assets or seek additional capital, which we may not be able to accomplish on favorable terms, if at all; and ● The level of indebtedness may make us more vulnerable to economic or industry downturns. 7 Table of Contents Our business is dependent on external financing and cash from operations to service debt and fund future growth.
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.
We face competition for our 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.
Our operations are subject to various federal, state and local environmental 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.
Our operations are subject to various federal, state and local environmental, 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.
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 them and their banking relationships.
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 such vendors and their banking relationships.
The amount of any excess business interest expense that is disallowed for a particular taxable year under Section 163(j) of the Code 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.
The amount of any excess business interest expense that is disallowed for a particular taxable year under Section 163(j) of the IRC 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.
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 established enterprises and new companies are seeking to produce.
Our renewable products compete with both the traditional, largely petroleum-based 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.
Currency fluctuations between the Indian rupee and the U.S. dollar could have a material adverse effect on our results of operations. A substantial portion of our revenues is denominated in Indian rupees. We report our financial results in U.S. dollars.
Currency fluctuations between the Indian rupee and the U.S. dollar could have a material adverse effect on our results of operations. A substantial portion of our revenues is received in Indian rupees. We report our financial results in U.S. dollars.
Under Section 163(j) of the Code, 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.
Under Section 163(j) of the 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.
Tax Reform, U.S. federal NOLs after 2017 in the amount of $135.0 million have no expiration date, but such NOLs are subject to the 80% taxable limitation described above.
Tax Reform, U.S. federal NOLs after 2017 in the amount of $225.0 million have no expiration date, but such NOLs are subject to the 80% taxable limitation described above.
On November 21, 2019, the minimum investment was raised from $500,000 per investor to $900,000 per investor. As of December 31, 2024, $4.0 million has been raised through the EB-5 Phase II program and have been released from escrow and $4.4 million of principal and unpaid interest was outstanding on the EB-5 Notes under the EB-5 Phase II funding.
On November 21, 2019, the minimum investment was raised from $500,000 per investor to $900,000 per investor. As of December 31, 2025, $4.0 million has been raised through the EB-5 Phase II program and has been released from escrow and $4.5 million of principal and unpaid interest was outstanding on the EB-5 Notes under the EB-5 Phase II funding.
These restrictions may limit our ability to engage in business transactions that may be beneficial to us or may restrict our ability to execute our business plan. We may be subject to liabilities and losses that may not be covered by insurance. Our employees and facilities are subject to the hazards associated with producing ethanol and biodiesel.
These restrictions may limit our ability to engage in business transactions that may be beneficial to us or may restrict our ability to execute our business plan. We may be subject to liabilities and losses that may not be covered by insurance. Our employees and facilities are subject to the hazards associated with producing ethanol, renewable natural gas, and biodiesel.
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 the Russian-Ukraine conflict, Gaza war, and Red Sea vessel attacks.
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, and Red Sea vessel attacks.
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.
For example, we are currently developing plants designed to produce biofuels, including renewable aviation fuel and renewable diesel fuel, utilizing renewable hydrogen and non-edible renewable oils.
These include certain transferrable 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 India plant produces biofuel to help India meet the goals of its National Policy on Biofuels.
These include certain transferable 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 Kakinada Biodiesel plant produces biofuel to help India meet the goals of its National Policy on Biofuels.
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.
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 ethanol we produce, if A.L.
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 assigning a carbon intensity ("CI") score to each transportation fuel based on that fuel’s lifecycle assessment.
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 calculating the carbon intensity ("CI") of each transportation fuel based on that fuel’s lifecycle assessment.
After we design and engineer a specific integrated upgrade to either or both plants to allow us to produce products other than their existing products, we may not receive permission from the regulatory agencies to install the process at one or both plants.
After we design and engineer a specific integrated upgrade to either or both plants allowing us to produce products other than their existing products, we may not receive permission from regulatory agencies to install the process at either or both plants.
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’s annual or interim financial statements will not be prevented or detected on a timely basis.
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 our annual or interim financial statements will not be prevented or detected on a timely basis.
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 points over a testing period (generally three years).
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 percent over a testing period (generally three years).
We cannot assure you that this policy will continue, nor can we assure you 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.
We cannot be sure that this policy will continue, nor can we be sure that we will continue to be able to procure biodiesel supply contracts with Indian state-owned oil marketing companies through the public tender process.
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. Our business is affected by greenhouse gas and climate change regulation.
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. Our business is affected by greenhouse gas and climate change regulation. Climate change continues to attract considerable attention globally.
We h ave 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 maturities of these notes.
We h ave 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 demand for payment of these notes.
Similarly, our plans to develop the SAF/RD production plant, CCS, the integrated microgrid, the 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.
Similarly, our plans to develop the SAF/RD production plant, CCUS, 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.
For instance, cash and cash equivalents were $0.9 million at December 31, 2024, of which $0.8 million was held in our North American entities and $0.1 thousand was held in our India subsidiary; at times this balance is much higher.
For instance, cash and cash equivalents were $4.9 million at December 31, 2025, of which $4.1 million was held in our North American entities and $0.8 million was held in our India subsidiary; at times this balance is much higher.
The Indian government has exercised and continues to exercise significant influence over many aspects of the Indian 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 assure you that liberalization policies will continue.
The India government has exercised and continues to exercise significant influence over many aspects of India'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 be sure that liberalization policies will continue.
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 an “ownership change,” as defined in Section 382 of the Code.
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 IRC.
We can make no assurances that future cash flows will develop and provide us with sufficient cash to maintain the value of these assets, thus avoiding future impairment to our asset carrying values.
We can make no assurances that future cash flows will develop and provide us with sufficient cash to maintain the value of these assets and avoid any future impairment to our asset carrying values.
Our indebtedness, preference payments, and interest expense could limit cash flow and adversely affect operations and our ability to make full payment on outstanding debt. For the year ended December 31, 2024, we recognized $40.2 million i n interest rate expense an d $12.7 million in accretion of Series A preferred units (excludes debt related fees and amortization expense).
Our indebtedness, preference payments, and interest expense could limit cash flow and adversely affect operations and our ability to make full payment on outstanding debt. For the year ended December 31, 2025, we recognized $46.2 million i n interest rate expense an d $8.2 million in accretion of Series A preferred units (excludes debt related fees and amortization expense).
J.D. Heiskell, in turn, sells all WDG and syrup produced to A.L. Gilbert. We sell the majority of our fuel ethanol production to one customer, Murex. If J.D.
Heiskell, in turn, sells all WDG and syrup produced to A.L. Gilbert. We sell all of our fuel ethanol production to J.D. Heiskell, which sells it to one customer, Murex. If J.D.
We could be subject to strict restrictions on the movement of cash and the exchange of foreign currencies which could limit our access to cash held in our Indian subsidiary to fund our U.S. operations or otherwise make investments where needed.
We could be subject to restrictions on the movement of cash and the exchange of foreign currencies that could limit our access to cash held in our India subsidiary to fund our U.S. operations or otherwise make investments where needed.
A substantial portion of our assets and operations are located in India, and we are subject to regulatory, economic and political uncertainties in India. Certain of our principal operating subsidiaries are incorporated in India, and substantial portions of our assets are located in India. We intend to continue to develop and expand our facilities in India.
A substantial portion of our assets and operations are located in India, and we are subject to regulatory, economic and political uncertainties in India. One of our principal operating subsidiaries is based in India, and substantial portions of our assets are located in India. We intend to continue to develop and expand our facilities in India.
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; as such, cash flows and revenue projections may not be achieved. We are actively developing projects designed to reduce emissions of greenhouse gases.
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 including but not limited to, cash flows and revenue projections being achieved. We are developing projects designed to reduce emissions of greenhouse gases.
We may be unable to repay or refinance our Third Eye Capital Notes upon maturity. Under our note facilities with Third Eye Capital, we owe approximatel y $ 218.1 million, e xcluding debt discounts, as of December 31, 2024.
We may be unable to repay or refinance our Third Eye Capital Debt upon maturity. Under our note facilities with Third Eye Capital, we owe approximatel y $247.9 million, e xcluding debt discounts, as of December 31, 2025.
Cash held in our Indian subsidiary may not otherwise be available for servicing debt obligations, potential investment or use for operations in the United States. Moreover, even if we were to repatriate this cash back to the United States for use in U.S. investments, this cash could be subject to additional withholding taxes.
Cash held in our India subsidiary may not be available for servicing debt obligations, potential investment, or use for operations in the United States. Moreover, even if we were to repatriate this cash back to the United States, it would be subject to additional withholding taxes.
Our Indian operations could be subject to strict restrictions on the movement of cash and the exchange of foreign currencies, which would limit our ability to use this cash across our global operations.
Our India operations are subject to restrictions on the movement of cash and the exchange of foreign currencies, which could limit our ability to use this cash across our global operations.
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 an integrated microgrid, an MVR distillation system, the Mitsubishi dehydration system and other technologies.
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 a Mechanical Vapor Recompression ("MVR") system and other technologies.
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.
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.
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.
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.
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. Our subsidiaries have not made significant distributions to us and may not have funds available for dividends or distributions in the future.
We conduct substantially all of our operations through subsidiaries. Our subsidiaries have not made significant distributions to us and may not have funds available for dividends or distributions in the future.
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.
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.
Operating hazards can cause personal injury and loss of life, damage to, or destruction of, property, plant and equipment and environmental damage. We maintain insurance coverage in amounts, against the risks that we believe are consistent with industry practice and maintain an active safety program.
Operating hazards can cause personal injury and loss of life, damage to or destruction of property, plant and equipment, and environmental damage. We maintain insurance coverage in amounts and against the risks that we believe are consistent with industry practice. However, we could sustain losses for uninsurable or uninsured risks, or in amounts in excess of existing insurance coverage.
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.
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 credit agreements also contain certain restrictions and/or approval requirements that could limit cash distributions and intercompany transfers.
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.
Past or future direct or indirect changes in the ownership of our stock, 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 that would limit NOL carryforwards.
Additionally, even if we are able to install and begin operations of an integrated advanced fuels and/or bio-chemical plant, we cannot assure you that the technology will work and produce cost effective products because we have never designed, engineered nor built this technology into an existing bio-refinery.
Additionally, even if we are able to install and begin operations of an integrated advanced fuels and/or bio-chemical plant, we cannot provide assurance that the technology will work and produce cost-effective products.
Any changes to California’s LCFS could cause our results of operations, particularly in ethanol and biogas, to decline and cause our financial condition to suffer. 11 Table of Contents Concerns regarding the environmental impact of biofuel production could affect public policy which could impair our ability to operate at a profit and substantially harm our revenues and operating margins.
In addition, changes to California’s LCFS rule could reduce the credits generated by ethanol or RNG or constrain the value of the credits, which could adversely affect our financial condition. 11 Table of Contents Concerns regarding the environmental impact of biofuel production could affect public policy which could impair our ability to operate at a profit and substantially harm our revenues and operating margins.
As of December 31, 2024, we had an accumulated deficit of approximately $562.9 mill ion. For our fiscal years ended December 31, 2024 and 2023, we reported a net loss of $87.5 milli on, and $46.4 million respectively. We may incur losses for an indeterminate period of time and may not achieve consistent profitability.
For our fiscal years ended December 31, 2025 and 2024, we reported a net loss of $77.0 milli on and $87.5 million respectively. We may continue to incur losses for an indeterminate period of time and may not achieve consistent profitability.
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.
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.
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.
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.
Any of our existing or future patents may be challenged, invalidated or circumvented. 14 Table of Contents We may not be able to successfully develop and commercialize our technologies, which may require us to curtail or cease our research and development activities.
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. 14 Table of Contents We may not be able to successfully develop and commercialize our technologies, which may require us to curtail or cease our research and development activities.
Furthermore, state NOLs may also be subject to separate limitations at the state level. As of December 31, 2024, federal NOLs of $323.0 million and the state NOLs of $408.0 million expire on various dates between 2027 and 2042. Due to the 2017 U.S.
Furthermore, state NOLs may also be subject to separate limitations at the state level. As of December 31, 2025 , the Company had federal NOL carryforwards of $413.0 million and state NOL carryforwards of $538.0 million. Due to the 2017 U.S.
Moreover, the new presidential administration may take action to revise, repeal or otherwise modify existing funding and tax credit arrangements currently in place.
Moreover, changes in federal or state administrations may lead to actions to revise, repeal or otherwise modify existing funding and tax credit arrangements currently in place.
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.
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. 12 Table of Contents Aemetis, Inc. is a holding and management company and there are significant limitations on our ability to receive distributions from our subsidiaries.
Failure to remediate a material weakness in, or inherent limitations associated with, internal accounting controls could result in material misstatements in our financial statements. 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”.
Failure to remediate a material weakness in, or inherent limitations associated with, internal accounting controls could result in material misstatements in our financial statements.
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 current maturity date on some of these not es was recently extended to April 2026.
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 debt is currently due on demand .
Adverse weather conditions, including as a result of climate change, may adversely affect the availability, quality and price of agricultural commodities and agricultural commodity products, as well as our operations and operating results.
While we believe we have taken reasonable efforts to protect ourselves, we cannot be certain that any of our security measures would be sufficient in the future. Adverse weather conditions, including as a result of climate change, may adversely affect the availability, quality, and price of agricultural commodities and agricultural commodity products, as well as our operations and operating results.
We expect to rely on cash on hand; cash, if any, generated from our operations; borrowing availability, if any, under our lines of credit; and proceeds from future financing activities, if any, to fund the cash requirements of our business.
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, cash generated from our operations, borrowings, if available, and proceeds from other future financing activities, if any, to fund the cash requirements of our business.
Each petroleum fuel provider, generally the fuel’s producer or importer (the “Regulated Party”), is required to ensure that the overall CI score for its fuel pool meets 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.
Each petroleum fuel provider, generally the fuel’s producer or importer (the “Regulated Party”), is required to purchase LCFS credits if the CI for its fuel pool exceeds the annual carbon intensity target for a given year.
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 scale and market acceptance of product. Technological advances and changes in production methods in the biomass-based biofuel industry and renewable chemical industry could render our plants obsolete and adversely affect our ability to compete.
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 scale, and market acceptance of product. In addition, Companies in our industry aggressively protect and pursue their intellectual property rights.
If we incur continued losses, we may have to curtail our operations, which may prevent us from successfully operating and expanding our business. Historically, we have relied upon cash from debt and equity financing activities to fund substantially all of the cash requirements of our activities.
If we incur continued losses, we may have to curtail our operations, which may prevent us from successfully operating and expanding our business. We do not currently, and historically have not typically, generated profits or positive cash flow. As of December 31, 2025, we had an accumulated deficit of approximately $639.9 mill ion.

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Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

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Biggest changeAs part of its oversight responsibilities, the Board receives an annual cybersecurity update from the Chief Financial Officer. The annual review includes oversight of cyber exposure, risk assessment, incident response, integration with other control activities, internal monitoring, and risk management processes, such as updates to Aemetis’ cybersecurity programs and mitigation strategies, and other cybersecurity developments. 19 Table of Contents
Biggest changeAs part of its oversight responsibilities, the Board receives and evaluates an annual cybersecurity update from management. The annual review includes oversight of cyber exposure, risk assessment, incident response, integration with other control activities, internal monitoring, and risk management processes, updates to our cybersecurity programs and mitigation strategies, and other cybersecurity developments. 19 Table of Contents
Our Chief Financial Officer, working with the executive management team, also manages the communication with our Board and outside parties. After initial identification, evaluation and escalation for material events, the MSP monitors all cybersecurity incidents for changes in degree of impact or pervasiveness.
Our Chief Financial Officer, working with the executive management team, also manages communication with our Board and outside parties. After initial identification, evaluation and escalation for material events, the MSP monitors all cybersecurity incidents for changes in degree of impact or pervasiveness.
These efforts are designed to protect against, and mitigate the effects of, among other things, cybersecurity incidents where unauthorized parties attempt to access confidential, sensitive, or personal information; potentially hold such information for ransom; destroy data; disrupt or degrade service or our operations; sabotage systems; or otherwise cause harm to Aemetis, our customers, suppliers, or other key stakeholders .
These efforts are designed to protect against, and mitigate the effects of, among other things, cybersecurity incidents where unauthorized parties attempt to access confidential, sensitive, or personal information; potentially hold such information for ransom; destroy data; disrupt or degrade service or our operations; sabotage systems; or otherwise cause harm to the Company, our customers, suppliers, or other key stakeholders.
However, despite the capabilities, processes, and other security measures we employ that we believe our controls are designed to detect, reduce, and mitigate the risk of cybersecurity incidents, we may not be aware of all vulnerabilities or might not accurately assess the risks of incidents, and such preventative measures cannot provide absolute security and may not be sufficient in all circumstances or mitigate all potential risks.
However, despite the capabilities, processes, and other security measures we employ that are designed to detect, reduce, and mitigate the risk of cybersecurity incidents, we may not be aware of all vulnerabilities or might not accurately assess the risks of incidents, and such preventative measures cannot provide absolute security and may not be sufficient in all circumstances or mitigate all potential risks.
We utilize a Managed Security Provider (MSP) who serves as the central point for identifying all cybersecurity incidents and reporting, including incidents that directly target company network, internal information systems and incidents originating from third parties. The MSP provides end-to-end operations for the purpose of monitoring, detecting, alerting and responding to cyber incidents.
We utilize a Managed Security Provider (MSP) as the central point for identifying all cybersecurity incidents and reporting, including incidents that directly target company network, or internal information systems and incidents originating from third parties. The MSP provides end-to-end operations for the purpose of monitoring, detecting, alerting, and responding to cyber incidents.
Item 1C. Cybersecurity. Risk Management and Strategy Aemetis' cybersecurity and information security framework includes physical, administrative and technical safeguards, as well as plans and procedures we believe are reasonable to help Aemetis prevent and timely and effectively respond to cybersecurity threats and incidents, including threats or incidents that may impact our operations, facilities and employees.
Item 1C. Cybersecurity. Risk Management and Strategy Our cybersecurity and information security framework includes physical, administrative, and technical safeguards, as well as plans and procedures we believe are reasonable to help our Company prevent and timely and effectively respond to cybersecurity threats and incidents, including threats or incidents that may impact our operations, facilities, and employees.
The MSP escalates incidents with significant impact and pervasiveness to Aemetis’ Chief Financial Officer, who evaluates each incident in terms of its impact on Aemetis and operations, ability to conduct business with customers and suppliers, brand reputation and health, safety or the environment, and the speed and degree to which the incident has been contained.
The MSP escalates incidents with significant impact and pervasiveness to our Chief Financial Officer, who evaluates each incident in terms of its impact on operations, ability to conduct business with customers and suppliers, brand reputation and health, safety and the environment, and the speed and degree to which the incident has been contained.
We employ capabilities, processes, and other security measures we believe are designed to reduce and mitigate these risks. Aemetis contracts with a primary Managed Security Provider (MSP) to provide services that assist us with assessing, enhancing, implementing and monitoring our cybersecurity risk management programs and responding to incidents. Aemetis maintains cyber recovery plans as well as a cybersecurity insurance policy.
We employ capabilities, processes, and other security measures we believe are designed to reduce and mitigate these risks. We contract with a primary Managed Security Provider ("MSP") to provide services that assist us with assessing, enhancing, implementing, and monitoring our cybersecurity risk management programs and responding to incidents. We maintain cyber recovery plans as well as a cybersecurity insurance policy.
Role of the Board The Board of Directors ("Board") recognizes the importance of cybersecurity in safeguarding the sensitive data and protecting the perimeter of the computer network. The Board is responsible for overseeing overall risk management for the Corporation, including review of the cybersecurity program.
Role of the Board Our Board of Directors ("Board") recognizes the importance of cybersecurity in safeguarding sensitive data and protecting the perimeter of the computer network. The Board is responsible for overseeing overall risk management for the Company, including review of the cybersecurity program.
In 2024, we did not identify any cybersecurity threats that have materially affected or are reasonably likely to materially affect our business strategy, results of operations, or financial condition.
In 2025, we did not identify any cybersecurity threats that materially affected or are reasonably likely to materially affect our business strategy, results of operations, or financial condition.
He is responsible for administration of the cybersecurity and information security program and risk management, using his experience working with information technology and financial control system during a majority of his career, including over 10 years of overseeing the Aemetis information technology and security program.
He is responsible for administration of the cybersecurity and information security program and risk management, using his experience working with information technology and financial control system during the majority of his career, including over ten years of overseeing our information technology and security program.
The MSP is also responsible for activating the containment and resolution efforts where appropriate to support Aemetis through the resolution of the incident.
The MSP is also responsible for activating the containment and resolution efforts where appropriate to support us through the resolution of an incident.
Aemetis utilizes a third -party cybersecurity and information security awareness training programs. Training is administered and tracked through online learning modules and ongoing phishing simulations. Training topics include how to escalate suspicious activities including phishing, viruses, spams, insider threats, suspect human behaviors or safety issues.
We use third -party cybersecurity and information security awareness training programs. Training is administered and tracked through online learning modules and ongoing phishing simulations. Training topics include processes to escalate suspicious activities including phishing, viruses, spams, insider threats, suspect human behaviors, or safety issues.
Governance Role of Management Aemetis’ cybersecurity initiative is led by its Chief Financial Officer, who is in the unique position of being able to integrate cybersecurity with the financial internal control framework.
Governance Role of Management Our cybersecurity initiative has been led by our Chief Financial Officer, who is in the unique position of being able to integrate cybersecurity with the financial internal control framework.

Item 2. Properties

Properties — owned and leased real estate

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Biggest changeWe plan to use the purchased and leased property for the construction of a sustainable aviation fuel and renewable diesel production plant. Pursuant to the lease disposition and development agreement, we serve as the master developer for the property to develop, construct, finance, operate and maintain the leased property.
Biggest changePursuant to the lease disposition and development agreement, we serve as the master developer for the property to develop, construct, finance, operate, and maintain the leased property, and we currently have over thirty subtenants in the built up portion of the property.
We own approximately 1.9 acres of real property near the Keyes Plant that is a strategic location for future RNG operations. India Biodiesel Biodiesel Plant in Kakinada, India. The Kakinada Plant is situated on approximately 32,000 square meters of land in Kakinada, India.
We own approximately 1.9 acres of real property near the Keyes Plant that is a strategic location for future RNG operations. India Biodiesel Biodiesel Plant in Kakinada, India. The Kakinada Plant is situated on approximately 32,000 square meters of land that we own in Kakinada, India.
We lease the property to an industrial gas company that receives CO₂ from the Keyes Plant and produces commercial grade CO₂ for sale into local markets. California Dairy Renewable Natural Gas Dairy Biogas Digesters, Central Valley, CA.
We lease the property to an industrial gas company that receives CO₂ from the Keyes Plant and produces commercial grade CO₂ for sale into local markets. California Dairy Renewable Natural Gas Dairy Biogas Digesters and Pipeline, Central Valley, CA.
We own 8.5 acres of real property on Faith Home Road near the Keyes Plant. Currently, Aemetis Biogas uses the location for its office headquarters and warehouse. This corner property is also a strategic location for future operations supporting the Company’s projects, including CCUS. Jessup Road, Ceres, CA.
We own 8.5 acres of real property on Faith Home Road near the Keyes Plant. Currently, Aemetis Biogas uses the location for its office headquarters and warehouse. This corner property is also a strategic location for future operations supporting our development projects, including CCUS. Jessup Road, Ceres, CA.
Item 2. Properties. California Ethanol Ethanol Plant in Keyes, CA. The Keyes Plant is situated on approximately 11 acres of land and contains 25,284 square feet of plant building and structures. The property is located adjacent to the Union Pacific Railroad system to facilitate the inbound transportation of feedstock.
Item 2. Properties. California Ethanol Ethanol Plant in Keyes, CA. The Keyes Plant is situated on approximately 11 acres of land that we in central California. It contains 25,284 square feet of plant building and structures and is located adjacent to the Union Pacific Railroad system to facilitate the inbound transportation of feedstock.
Goodland Energy Center, Goodland, KS . We own a large portion of the Goodland Energy Center in Goodland, Kansas, comprising approximately 93 acres of land, approximately 34,992 square feet of buildings and equipment as part of a partially completed 40 million gallon per year dry-mill ethanol plant. The ethanol plant is not currently operational. Item 3. Legal Proceedings. None.
We own a large portion of the Goodland Energy Center in Goodland, Kansas, comprising approximately 93 acres of land and approximately 34,992 square feet of buildings and equipment as part of a partially completed 40 million gallon per year dry-mill ethanol plant. The ethanol plant is not operational, and we do not currently use the property for our operations.
Since 2019, we have entered into arrangements with 50 dairies in the Central Valley of California that include current leases or terms for future leases for land to build anaerobic digesters and/or manure supply agreements. The lease and manure supply agreements each have a term of 25 years with two optional 5-year extensions. Faith Home Road, Ceres, CA.
We have entered into agreements with over 50 dairies in the Central Valley of California that include current leases or terms for future leases for land to build anaerobic digesters and/or manure supply systems. The lease and manure supply agreements typically have a term of 25 years with two optional 5-year extensions.
On April 2, 2023, we entered into a three-year lease of approximately 1,000 square feet of office space to accommodate our principal administrative, sales and marketing facilities in Hyderabad, India. Other Properties Corporate Office, Cupertino, CA. Our corporate headquarters are located in leased office space at 20400 Stevens Creek Blvd., Suite 700, Cupertino, CA.
In October 2024, we entered into a nine-year lease of 4,645 square feet of office space to accommodate our principal administrative, sales, and marketing facilities in Hyderabad, India. Other Properties Corporate Office, Cupertino, CA. Our corporate headquarters are located in leased office space at 20400 Stevens Creek Blvd., Suite 700, Cupertino, CA.
The lease commenced on April 1, 2022, and the term is for fifteen years, with an option to purchase the property on or before the end of the lease, subject to certain restrictions on the timing of the purchase. We are also developing a portion of the Riverbank Industrial Complex to be used for a CCUS facility.
The lease commenced on April 1, 2022, with a term of fifteen years and an option to purchase the property before the end of the lease, subject to certain restrictions on the timing of the purchase.
Our tangible and intangible assets, including the Keyes Plant, are subject to perfected first liens and mortgages as further described in Note 5. Debt, of the Notes to Consolidated Financial Statements in Part II, Item 8 of this Form 10-K. Real Property in Keyes, CA. We own 5.32 acres of real property located next to our Keyes Plant.
Encumbrances All of our real and personal property in the United States is subject to perfected first liens and security interests associated with our debt obligations as further described in Note 5. Debt, of the Notes to Consolidated Financial Statements in Part II, Item 8 of this Form 10-K. Item 3. Legal Proceedings. None.
Removed
Item 4. Mine Safety Disclosures. Not Applicable. PART II
Added
In addition, the Aemetis Biogas LLC RNG production facility hub is also located at the Keyes Plant site, which is adjacent to regional natural gas pipeline interconnect that allows for distribution of RNG. Real Property in Keyes, CA. We own 5.32 acres of real property located next to our Keyes Plant.
Added
We also own about 36 miles of biogas pipeline that transports biogas from the digesters to our RNG production facility at the Keyes Plant; the pipeline is located mostly within public rights of way pursuant to licenses, with small portions located within easements on private property. Faith Home Road, Ceres, CA.
Added
In the future, we plan to use the property for the construction of a sustainable aviation fuel and renewable diesel production plant and are developing a portion of the property to be used for a CCUS facility. Goodland Energy Center, Goodland, KS .

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

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Biggest changeNumber of Stockholders As of March 1, 2025, our common stock was held by 160 holders of record and by approximately 26 thousand stockholders who hold shares in street name. 20 Table of Contents Securities authorized for issuance under equity compensation plans See Note 10 to the Consolidated Financial Statements contained in Item 8 of this Annual Report.
Biggest changeNumber of Stockholders As of March 1, 2026, our common stock was held by 163 holders of record and by approximately 22 thousand stockholders who hold shares in street name. Securities authorized for issuance under equity compensation plans See Note 10. Stock-Based Compensation of the Notes to Consolidated Financial Statements in Part II, Item 8 of this Form 10-K.
Item 5. Market for Registrant ’ s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities. Market Information Our common stock is traded under the symbol "AMTX" on the NASDAQ Stock Market.
Item 5. Market for Registrant ’ s Common Equity, Related Stockholder Matters, and Issuer Purchases of Equity Securities. Market Information Our common stock is traded under the symbol "AMTX" on the NASDAQ Global Stock Market.
Removed
Sales of Unregistered Equity Securities None that were not previously reported in our Quarterly Reports on Form 10-Q. Stock Repurchases None . Item 6. [Reserved] Not applicable.
Added
Sales of Unregistered Equity Securities In November 2025, we issued 28,902 shares of Aemetis, Inc. common stock to a vendor as compensation under a services agreement at an effective value of $1.73 per share, which was the closing price on the Nasdaq market on the date prior to such issuance.
Added
The issuance of the shares was exempt from registration under Section 4(2) of the Securities Act of 1933, as amended, as issuances of securities not involving any public offering. In December 2025 we issued warrants to two lenders in connection with extensions of their debt.
Added
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 first quarter of 2026.
Added
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. Stock Repurchases None . Item 6. [Reserved]. Not applicable.

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

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Biggest changeChange in Working Capital and Cash Flows The following table describes changes in current and long-term debt (in thousands) during the year ended December 31, 2024: Increases to debt: Accrued interest $ 40,712 Maturity date extension fee and other fees 1,649 Subordinated debt extension fees 680 Fuels Revolving line draw 3,848 Construction loan draw 7,146 Secured loans and working capital loan draw 5,654 Change in debt issuance costs, net of amortization 2,260 EB-5 broker promissory note 3,305 TEC short term promissory note 1,950 Jessup land acquisition notes 840 Total Increases to debt $ 68,044 Decreases to debt: Principal, fees, and interest payments to senior lender $ (5,209 ) Principal and interest payments and reductions to EB-5 promissory note (3,942 ) Principal paid to EB-5 broker (710 ) Term loan payments (9 ) Construction term loan payments (4,118 ) Secured loans and working capital loans payments (4,894 ) Extinguishment of equipment finance agreement (5,818 ) Interest payments on Jessup land acquisition notes (4 ) Total Decreases to debt $ (24,704 ) Change in total debt $ 43,340 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 million decrease in accounts receivable primarily in India as more cash was collected in 2024 and a $1.2 million decrease in the California Ethanol segment, (iii) a $1.3 million decrease in prepaid expenses in the California Ethanol segment, (iv) $12.3 million receivable from tax credit sales, (v) a $0.5 million decrease in other current assets in each Biodiesel and North America segments (vi) a $1.8 million decrease in cash caused by our North America segments operational and capital expenditure activities.
Biggest changeChange in Working Capital and Cash Flows The following table describes changes in current and long-term debt (in thousands) during the year ended December 31, 2025: Increases to debt: Accrued interest $ 46,389 Maturity date extension fee and other fees 2,439 Subordinated debt extension fees 1,020 Change in debt issuance costs, net of amortization 1,313 Construction loan draw 1,228 Secured loans and working capital loan draw 24,308 TEC short term promissory notes 5,300 Construction loan short term borrowings 17,248 Equipment financing 51 Total Increases to debt $ 99,296 Decreases to debt: Principal, fees, and interest payments to senior lender $ (17,501 ) Principal and interest payments to EB-5 promissory note (90 ) Payment and reclassification of EB-5 Promissory Note (270 ) Term loan payments (15 ) Construction and term loan payments (5,256 ) Secured loans and working capital loans payments (29,768 ) Payments on term loans for capital expenditures (362 ) Reclass to accounts payable for future payment (2,331 ) Total Decreases to debt $ (55,593 ) Change in total debt $ 43,703 Working capital changes reflect (i) a $13.8 million decrease in inventories primarily in raw materials and finished goods in India, (ii) a $1.3 million decrease in accounts receivable, primarily in India, (iii) a $0.3 million decrease in prepaid expenses, primarily in the ethanol segment, (iv) $12.3 million decrease in receivable from tax credit sales based on receipt of the amount due, (v) a $5.9 million increase in other current assets (vi) a $4.1 million increase in cash resulted from our North A merica and India segments operational and capital expenditure activities.
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”). WDG, DCO, and CSS are sold as animal feed to more than 80 local dairies and feedlots.
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”), and alcohol for beverage producers. WDG, DCO, and CSS are sold as animal feed to more than 80 local dairies and feedlots.
We believe the Kakinada Plant is one of the highest capacity biodiesel production facilities in India. Kakinada Plant is capable of processing a variety of vegetable and animal oil waste feedstocks into biodiesel that meets applicable product standards.
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.
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.
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 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 operate in a volatile market in which we have limited control over major components of input costs and product revenues and are making investments in future facilities and facility upgrades that improve overall margins while lessening the impact of volatile markets.
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.
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.
We therefore group entities into the following functional reporting units: 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.
The cost of debt includes issuance of warrants as renewal fees. The fair value of stock and warrants are amortized as expenses, except when the extinguishment accounting method is applied, in which case refinanced debt costs are recorded as extinguishment expense.
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.
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 fuel and carbon sequestration.
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 our ability to secure financing to complete our projects in progress such as Biogas digesters and increase in pipeline, sustainable aviation fuel, and carbon sequestration.
For the years ended December 31, 2024 and 2023, no asset groups showed indicators of impairment, therefore no impairment test was performed for our Company’s long-lived assets. Recently Issued Accounting Pronouncements Refer to Note 1 of the Financial Statements for a description of new accounting pronouncements.
For the years ended December 31, 2025 and 2024, no asset groups showed indicators of impairment, therefore no impairment test was performed for our Company’s long-lived assets. Recently Issued Accounting Pronouncements Refer to Note 1 of the Financial Statements for a description of new accounting pronouncements.
If we identify any event or circumstance which 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 we identify any event or circumstance that 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.
An analysis of our financial results comparing the twelve months ended December 31, 2024 and 2023. ● Liquidity and Capital Resources. An analysis of changes in our balance sheets and cash flows and discussion of our financial condition. ● Critical Accounting Estimates.
An analysis of our financial results comparing the twelve months ended December 31, 2025 and 2024. ● Liquidity and Capital Resources. An analysis of changes in our balance sheets and cash flows and discussion of our financial condition. ● Critical Accounting Estimates.
We sell the CO 2 that we capture from our fermenters to an industrial gas company that produces commercial grade CO 2 for distribution. Most of our California Dairy Renewable Natural Gas segment revenues during the year ended December 31, 2024, were from sales of D3 RINs and LCFS credits generated from sales of our RNG for transportation use.
We sell the CO 2 that we capture from our fermenters to an industrial gas company that produces commercial grade CO 2 for distribution. Most of the California Dairy Renewable Natural Gas segment revenues during the year ended December 31, 2025, were from sales of D3 RINs, LCFS credits generated from sales of RNG for transportation use.
Substantially all of our India segment revenues during the years ended December 31, 2024 and 2023, were from sales of biodiesel to OMCs and refined glycerin to other external customers.
Substantially all of our India segment revenues during the years ended December 31, 2025 and 2024, were from sales of biodiesel to OMCs and refined glycerin to other external customers.
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, particularly under “ Part I, Item 1A. Risk Factors, ” and in other reports we file with the SEC.
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 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. Overview Founded in 2006 and headquartered in Cupertino, California, we are an international renewable natural gas, and renewable fuels company focused on the operation, acquisition, development and commercialization of innovative low and negative carbon intensity products and technologies that replace traditional fossil fuel products.
All references to years relate to the calendar year ended December 31 of the particular year. 21 Table of Contents Overview Founded in 2006 and headquartered in Cupertino, California, we are an international renewable natural 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.
Our Kakinada Plant can also distill the crude glycerin byproduct from the biodiesel refining process into refined glycerin, which is sold to the pharmaceutical, personal care, paint, adhesive, and other industries.
Our Kakinada Plant also distills crude glycerin byproduct from the biodiesel refining process into refined glycerin, which is sold to the pharmaceutical, personal care, paint, adhesive, and other industries.
California Dairy Renewable Natural Gas. We continued to commission new digesters during 2023 and 2024 to increase our RNG production and associated revenue.
California Dairy Renewable Natural Gas. We continued to commission new digesters during 2025 and 2024 to increase RNG production and associated revenue.
Liquidity and Capital Resources Cash and Cash Equivalents Cash and cash equivalents were $0.9 million at December 31, 2024, of which $0.8 million was held in our North American entities and $0.1 million was held in our India entity. Our current ratio was 0.31 and 0.43, respectively, at December 31, 2024 and 2023.
Liquidity and Capital Resources Cash and Cash Equivalents Cash and cash equivalents were $4.9 million at December 31, 2025, of which $4.1 million was held in our North American entities and $0.8 million was held in our India entity. Our current ratio was 0.07 and 0.31, respectively, at December 31, 2025 and 2024.
We currently have eleven operating digesters that receive dairy waste from twelve 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 twelve operating digesters that receive dairy waste from fifteen 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 of 50 dairies and are seeking to sign additional agreements with dairies. Our India Biodiesel segment 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 currently have agreements with over 50 dairies and are seeking to sign additional agreements with dairies. Our India Biodiesel segment, Universal Biofuels Private Limited ("UBPL"), 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 biodiesel and refined glycerin for customers in India.
For the year ended December 31, 2024, the India Biodiesel segment generated 93% of revenue from sales of biodiesel, and 7% from other sales, compared to 97% of sales from biodiesel and 3% from other sales during the year ended December 31, 2023.
India Biodiesel. For the year ended December 31, 2025, the India Biodiesel segment generated 79% of revenue from sales of biodiesel and 21% from other sales, compared to 93% of sales from biodiesel and 7% from other sales during the year ended December 31, 2024.
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 average d 110% of the 55 million gallon per year na meplate capacity.
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 average d 104% of the 55 million gallon per year na meplate capacity.
Cash used by investing activities was $14.1 million, of which $1.4 million was used for capital projects in the Keyes Plant, $15.4 million was used for capital projects associated with production of Renewable Natural Gas, $1.5 million for capital projects at the India Plant, and $2.0 million related to all other capital projects.
Cash used by investing activities was $25.6 million, of which $15.0 million was used for capital projects in the Keyes Plant, $8.9 million was used for capital projects associated with production of Renewable Natural Gas, $0.7 million for capital projects at the Kakinada Plant, and $1.4 million related to all other capital projects.
We ground 21.0 million bushels of corn at an average price of $6.21 per bushel during the year ended December 31, 2024, compared to 11.5 million bushels of corn at an average price of $7.11 per bushel during the year ended December 31, 2023.
We ground 19 million bushels of corn at an average price of $ 6.22 per bushel during the year ended December 31, 2025, compared to 21 million bushels of corn at an average price of $ 6.21 per bushel during the year ended December 31, 2024.
Cash provided by financing activities was $44.6 million, consisting primarily of $19.5 million proceeds from borrowings, $36 thousand from stock option exercises, and $31.8 million from issuance of common stock, offset by repayments of borrowings of $5.0 million, debt renewal and waiver fee payments of $1.4 million, and payments on finance leases of $0.2 million.
Cash provided by financing activities was $26.4 million, consisting primarily of $44.9 million proceeds from borrowings, $0.3 million from stock option exercises, and $28.1 million from issuance of common stock, offset by repayments of borrowings of $37.1 million, debt renewal and waiver fee payments of $1.3 million, and payments on finance leases of $0.2 million.
During the year ended December 31, 2024, we issued 9.9 million shares of common stock under the at-the-market offering for net proceeds of $31.8 million net of commissions and offering related expenses. 26 Table of Contents Off-Balance Sheet Arrangements We had no outstanding off-balance sheet arrangements as of December 31, 2024.
During the year ended December 31, 2025, we issued 14.0 million shares of common stock under the at-the-market stock sales program for net proceeds of $28.1 million net of commissions and offering related expenses. 27 Table of Contents Off-Balance Sheet Arrangements We had no outstanding off-balance sheet arrangements as of December 31, 2025.
SG&A expenses as a percentage of revenue were 15% in the year ended December 31, 2024, compared to 21% in the year ended December 31, 2023. The decrease in SG&A percentage was due to higher revenues during the year ended December 31, 2024.
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. The increase in SG&A percentage was due to lower revenues during the year ended December 31, 2025.
In the event our senior lender does not extend our debt, we would likely not have sufficient cash to pay the debt when due unless we are able to obtain alternative financing.
In the event our senior lender demands the debt within the next twelve months, we would likely not have sufficient cash to pay the debt unless we are able to obtain alternative financing.
During the years ended December 31, 2024 and 2023, produced and sold 301.9 thousand and 194.2 thousand MMBtu ("million British thermal units") of Renewable Natural Gas ("RNG") at an average price of $3.01 and $5.12 per MMBtu, respectively.
During the years ended December 31, 2025 and 2024, we produced and sold 399 thousand and 302 thousand MMBtu ("million British thermal units") of Renewable Natural Gas ("RNG") at an average price of $ 3.34 and $ 3.01 per MMBtu, respectively.
This was partially offset by grant proceeds of $6.1 million.
This was partially offset by grant proceeds of $0.4 million.
The non-cash changes consisted of: (i) $6.5 million in amortization of debt issuance costs and other intangible assets, (ii) $8.3 million in depreciation expenses, (iii) $8.3 million in stock-based compensation expense, (iv) $12.7 million in preferred unit accretion and other expenses of Series A preferred units, (v) $3.7 million loss on asset disposals, and (vi) $0.2 million in gain on debt extinguishment.
The non-cash changes primarily consisted of: (i) $6.7 million in amortization of debt issuance costs and other intangible assets plus an impairment o n an intangible asset, (ii) $9.6 million in depreciation expenses, (iii) $6.0 million in stock-based compensation expense and stock issued for services, (iv) $8.2 million in preferred unit accretion and other expenses of Series A preferred units, and (v) $1.0 million on extinguishment of liabilities.
Liquidity Cash and cash equivalents, current assets, current liabilities, and debt at the end of each period were as follows (in thousands): As of December 31, 2024 December 31, 2023 Cash and cash equivalents $ 898 $ 2,667 Current assets (including cash, cash equivalents, and deposits) 44,696 36,400 Current and long term liabilities (excluding all debt) 185,169 165,662 Current & long term debt 338,061 294,721 Our principal sources of liquidity have been cash provided by the sale of equity, operations, and borrowings under various debt arrangements.
Liquidity Cash and cash equivalents, current assets, current liabilities, and debt at the end of each period were as follows (in thousands): As of December 31, 2025 December 31, 2024 Cash and cash equivalents $ 4,894 $ 898 Current assets (including cash, cash equivalents, and deposits) 26,872 44,696 Current and long term liabilities (excluding all debt) 184,908 185,169 Current & long term debt 381,764 338,061 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, and we expect future available cash to come from similar sources.
The following table summarizes our KPIs: Production and Price Performance (Unaudited) Years ended December 31, 2024 vs 2023 % 2024 2023 Change California Ethanol Ethanol Gallons Sold (in millions) 60.6 32.1 88.8 % Average Sales Price/Gallon $ 1.96 $ 2.44 -19.7 % Percent of nameplate capacity 110 % 58 % 89.7 % WDG Tons Sold (in thousands) 410.6 225.3 82.2 % Average Sales Price/Ton $ 88.21 $ 97.43 -9.5 % Delivered Cost of Corn Bushels ground (in millions) 21.0 11.5 82.6 % Average delivered cost / bushel $ 6.21 $ 7.11 -12.7 % California Dairy Renewable Natural Gas Gas Gas sold (in thousand MMBtu) 301.9 194.2 55.5 % Average price per MMBtu $ 3.01 $ 5.12 -41.3 % RNG available for dispensing at year end (in thousand MMBtu) 24.6 68.0 -63.8 % RINs RINs sold (in thousands) 3,029.9 1,400.7 116.3 % Average price per RIN $ 3.04 $ 3.19 -4.7 % LCFS LCFS credits sold (in thousands) 51.5 - 100.0 % Average price per LCFS credit $ 56.74 - 100.0 % India Biodiesel Biodiesel Metric tons sold (in thousands) 74.2 60.5 22.6 % Average Sales Price/Metric ton $ 1,168 $ 1,232 -5.2 % Percent of Nameplate Capacity 50 % 40 % Refined Glycerin Metric tons sold (in thousands) 6.5 4.2 54.8 % Average Sales Price/Metric ton $ 645 $ 640 0.8 % 22 Table of Contents Results of Operations Year Ended December 31, 2024, Compared to Year Ended December 31, 2023 Revenue In our California Ethanol segment, we sell all ethanol, WDG, DCO, and CDS produced to J.D.
The following table summarizes our KPIs: Production and Price Performance (Unaudited) Years ended December 31, 2025 vs 2024 % 2025 2024 Change California Ethanol Ethanol Gallons Sold (in millions) 57 61 -6.6 % Average Sales Price/Gallon $ 2.03 $ 1.96 3.6 % Percent of nameplate capacity 104 % 110 % -5.9 % WDG Tons Sold (in thousands) 374 411 -9.0 % Average Sales Price/Ton $ 80.1 $ 88.2 -9.2 % Delivered Cost of Corn Bushels ground (in millions) 19 21 -9.5 % Average delivered cost / bushel $ 6.22 $ 6.21 0.2 % California Dairy Renewable Natural Gas Gas Gas sold (in thousand MMBtu) 399 302 32.1 % Average price per MMBtu $ 3.34 $ 3.01 11.0 % RINs RINs sold (in thousands) 3,459 3,030 14.2 % Average price per RIN $ 2.50 $ 3.04 -17.8 % LCFS LCFS credits sold (in thousands) 83 52 59.6 % Average price per LCFS credit $ 57.1 $ 56.7 0.7 % India Biodiesel Biodiesel Metric tons sold (in thousands) 21 74 -71.6 % Average Sales Price/Metric ton $ 1,117 $ 1,168 -4.4 % Percent of Nameplate Capacity 14 % 50 % -72.0 % Refined Glycerin Metric tons sold (in thousands) 1.0 6.5 -84.6 % Average Sales Price/Metric ton $ 1,093 $ 645 69.5 % 23 Table of Contents Results of Operations Year Ended December 31, 2025, Compared to Year Ended December 31, 2024 Revenue In our California Ethanol segment, we sell all ethanol, WDG, DCO, and CDS produced to J.D.
In October 2020, we commenced an at-the-market stock sales program, which allows us to sell and issue shares of our common stock into the publicly traded markets.
During 2025, we continued our at-the-market stock sales program, which allows us to sell newly issued shares of our common stock into the publicly traded markets.
Operating (income)/expense and non-operating (income)/expense 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.
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. 25 Table of Contents Operating (income)/expense and non-operating (income)/expense 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, offset by sublease income.
Net changes in operating assets and liabilities consisted primarily of an increase in (i) inventories of $7.8 million, (ii) tax credit receivable of $12.3 million, (iii) other assets of $2.8 million, (iv) an increase in other liabilities of $3.2 million, (v) and an increase in accrued interest and fees of $27.9 million.
Cash from operating assets and liabilities consisted primarily of a decrease in (i) accounts receivable of $1.3 million, (ii) inventories of $13.1 million, (iii) tax credit receivable of $12.3 million, (iv) an increase in other assets of $4.5 million, (v) an increase in accrued interest and fees of $30.8 million, and (vi) an increase in other liabilities of $4.6 million.
Debt of the Notes to Consolidated Financial Statements in Item 8 of this Form 10-K. However, future amendments or accommodations will continue to be at the discretion of 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 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.
The increase in cost of goods sold for the year ended December 31, 2024, is mainly due to the increase corn ground by 83%, partially offset by a decrease in the average price of corn by 13%. California Dairy Renewable Natural Gas . Cost of Goods Sold expenses relate to dairy manure payments, maintenance, and depreciation. India Biodiesel .
The slight decrease in cost of goods sold for the year ended December 31, 2025, is mainly due to the decrease in quantity of corn ground. California Dairy Renewable Natural Gas . Cost of Goods Sold expenses relate to dairy manure payments, maintenance, and depreciation, which are increasing each year as more dairies are placed into production. India Biodiesel .
Our 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.
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.
Cash used by operating activities was $32.9 million, derived from a net loss of $87.5 million, non-cash changes of $39.4 million, and changes in operating assets and liabilities of $15.2 million.
Cash provided by operating activities was $3.3 million, derived from a net loss of $77.0 million, non-cash changes of $29.9 million, and changes in operating assets and liabilities of $50.3 million.
We also capture the Carbon Dioxide (“CO 2 ”) emissions 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 are implementing several energy efficiency initiatives focused on lowering the carbon intensity of our fuels, primarily by decreasing the use of fossil natural gas.
We also capture the carbon dioxide (“CO 2 ”) that 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.
The feedstock for producing Renewable Natural Gas is supplied by dairy operators who lease us land and supply our digesters with their 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.
Cost of goods sold also includes the cost of electricity and natural gas, chemicals, maintenance, direct labor, depreciation, and freight. 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.
Since our Keyes 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 Ethanol segment, the key products are ethanol and WDG, measured in gallons sold and tons sold, respectively. 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.
Gross Profit (loss) Fiscal Year Ended December 31 (in thousands) 2024 vs 2023 2024 2023 Inc/(dec) % change California Ethanol $ (13,792 ) $ (6,602 ) $ (7,190 ) -109 % California Dairy Renewable Natural Gas 5,395 (331 ) 5,726 1730 % India Biodiesel 7,817 8,950 (1,133 ) -13 % Total $ (580 ) $ 2,017 $ (2,597 ) -129 % California Ethanol.
Gross Profit (loss) Fiscal Year Ended December 31 (in thousands) 2025 vs 2024 2025 2024 Inc/(dec) % change California Ethanol $ (9,658 ) $ (13,792 ) $ 4,134 30 % California Dairy Renewable Natural Gas 9,626 5,395 4,231 78 % India Biodiesel (736 ) 7,817 (8,553 ) -109 % Total $ (768 ) $ (580 ) $ (188 ) 32 % California Ethanol.
The increase in revenues for the year ended December 31, 2024, compared to the year ended December 31, 2023, was due to an increase in the sales volume of biodiesel of 13.7 thousand metric tons from 60.4 thousand metric tons to 74.2 thousand metric tons, offset by a decrease in the average biodiesel price per metric ton to $1,168 from $1,232 per metric ton during the same period in 2023.
The decrease in revenues for the year ended December 31, 2025, compared to the year ended December 31, 2024, was due to a decrease in the sales volume of biodiesel by 53 thousand metric tons from 74 thousand metric tons in 2024, to 21 thousand metric tons in 2025.
Gross loss increased by 108.9% in the year ended December 31, 2024, primarily due to lower ethanol and WDG prices, higher overall corn costs due to the increase production, and increased costs of natural gas, chemicals, and transportation compared to the same period ending December 31, 2023. California Dairy Renewable Natural Ga s.
Gross loss decreased during the year ended December 31, 2025, primarily due to recognition of Production Tax Credit operating income, offset by lower WDG sales quantity and prices compared to the same period ending December 31, 2024. California Dairy Renewable Natural Ga s.
During the year ended December 31, 2024 and 2023, we sold 3.0 million and 1.4 million D3 RINs at an average price of $3.04 and $3.19 per D3 RIN respectively.
During the years ended December 31, 2025 and 2024, we sold 3 million and 3 million D3 RINs at an average price of $2.50 and $3.04 per D3 RIN respectively. During the years ended December 31, 2025 and 2024, we sold 83 thousand and 52 thousand LCFS credits at an average price of $57.10 and $56.74 per credit, respectively.
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 million.
This was partially offset by a decrease in accounts payable of $7.5 million.
We procure several different feedstocks for the Kakinada Plant, including stearin, a non-edible feedstock, from neighboring natural oil processing plants. Raw material is received by truck and title passes when the goods are loaded at our vendors’ facilities. Credit terms vary by vendor. However, we generally receive 15 days of credit on the purchases.
Raw material is received by truck and title passes when the goods are loaded at our vendors’ facilities. Credit terms vary by vendor. However, we generally receive 15 days of credit on the purchases. We purchased crude glycerin in the international market on letters of credit or advance payment terms.
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 plant in Riverbank, California.
Our "All Other" segment consists of our projects that are under development, including our planned Carbon Capture and Underground Sequestration ("CCUS") and sustainable aviation fuel and renewable diesel projects in Riverbank, California, our operations of the current Riverbank Industrial Complex, and the Goodland Energy Center that is held for future development. 22 Table of Contents Key Performance Indicators (KPI): We measure performance based on the utilization of our plants, production of products, and associated pricing and margins.
The increase in cost of goods sold during the year ended December 31, 2024, compared to December 31, 2023, was attributable to an increase in the volume of biodiesel feedstock by 23% to 74.6 thousand metric tons during the year ended December 31, 2024, compared to 60.5 thousand metric tons during th e year ended December 31, 2023, while the average price of biodiesel stayed the same in both periods.
The decrease in cost of goods sold during the year ended December 31, 2025, compared to December 31, 2024, was attributable to a decrease in the quantity of biodiesel feedstock used by 69%, from 75 thousand metric tons to 23 thousand metric tons, offset by a 35% increase in average feedstock cost.
To the extent that we experience periods in which the spread between ethanol prices and corn and energy costs narrow or the spread between biodiesel prices and waste fats and oils or palm oil and energy costs narrows, we require additional working capital to fund operations.
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 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.
Our California Dairy Renewable Natural Gas segment Aemetis Biogas LLC or “ABGL,” 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 regional natural gas pipeline.
Our California Dairy Renewable Natural Gas segment, Aemetis Biogas LLC (“ABGL”), owns and operates anaerobic digesters at local dairies near the Keyes Plant to produce biogas from dairy waste.
The slight increase in SG&A expenses in the year ended December 31, 2024, was primarily due to a $3.6 million loss on an asset write-off during 2024 offset by a $1.7 million decrease in taxes, insurance, rent, and utilities, and a $1.5 million decrease in depreciation. 2024 vs 2023 2024 2023 Inc/(dec) % change Selling, general and administrative expenses $ 39,836 $ 39,418 $ 418 1 % Other expense (income): Interest expense Interest rate expense 40,158 32,995 $ 7,163 22 % Debt related fees and amortization expense 6,463 6,524 (61 ) -1 % Accretion and other expenses of Series A preferred units 12,698 25,313 (12,615 ) -50 % Other income (1,366 ) (2,077 ) 711 -34 % 24 Table of Contents Other income consists primarily of interest and amortization expense attributable to our debt and to accretion of biogas Series A preferred units.
The decrease in SG&A expenses in the year ended December 31, 2025, was primarily due to a $5.6 million decrease in asset disposal loss, compensation, consulting, and administrative costs; $0.5 million increase in sublease income; offset by $2.8 million increase in insurance, penalties, supplies, and services. 2025 vs 2024 2025 2024 Inc/(dec) % change Selling, general and administrative expenses $ 36,450 $ 39,836 $ (3,386 ) -8 % Other expense (income): Interest expense Interest rate expense 46,205 40,158 $ 6,047 15 % Debt related fees and amortization expense 6,707 6,463 244 4 % Accretion and other expenses of Series A preferred units 8,226 12,698 (4,472 ) -35 % Other income (2,608 ) (1,366 ) (1,242 ) 91 % 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.
The decrease in accretion and other expenses of the Series A Preferred Units was due to amendments obtained at lower interest costs and a $30.0 million payment on the Series A preferred units in 2023.
Interest expense and debt related fees and amortization increased in the year ended December 31, 2025, due to higher debt balances. The decrease in accretion and other expenses of the Series A Preferred Units was due to amendments obtained at a lower effective interest rate, and payments applied to the Series A preferred units in 2025.
As of December 31, 2024 , the outstanding balance of principal, interest and fees, net of discounts, on all Third Eye Capital Notes equaled $215.6 million.
Liquidity of the Notes to Consolidated Financial Statements in Part II, Item 8 of this Form 10-K. 26 Table of Contents As of December 31, 2025 , the outstanding balance of principal, interest and fees, net of discounts, on all Third Eye Capital Notes equaled $247.2 million, currently all due on demand.
For California RNG, the products are Renewable Natural Gas (RNG), D3 RINs, and LCFS credits. The RNG quantity measured by the heat content expressed in MMBtu, and quantity of D3 RINs and LCFS credits generated are based on the quantity of credits generated by the RNG that is dispensed for transportation use.
The RNG quantity is measured by the heat content expressed in MMBtu (HHV), and the quantity of D3 RINs and LCFS credits are based on the quantity of each that is sold during the reporting period. Management uses these metrics to assess cash generated or used by each facility on a regular basis.
Fiscal Year Ended December 31 (in thousands) 2024 vs 2023 2024 2023 Inc/(dec) % change California Ethanol $ 161,756 $ 104,068 $ 57,688 55.4 % California Dairy Renewable Natural Gas 13,037 5,455 7,582 139.0 % India Biodiesel 92,847 77,194 15,653 20.3 % Total $ 267,640 $ 186,717 $ 80,923 43 % California Ethanol .
Fiscal Year Ended December 31 (in thousands) 2025 vs 2024 2025 2024 Inc/(dec) % change California Ethanol $ 153,234 $ 161,756 $ (8,522 ) -5 % California Dairy Renewable Natural Gas 14,730 13,037 1,693 13 % India Biodiesel 29,662 92,847 (63,185 ) -68 % Total $ 197,626 $ 267,640 $ (70,014 ) -26 % California Ethanol .
We purchased crude glycerin in the international market on letters of credit or advance payment terms. 23 Table of Contents The following table shows Cost of Goods Sold: Fiscal Year Ended December 31 (in thousands) 2024 vs 2023 2024 2023 Inc/(dec) % change California Ethanol $ 175,548 $ 110,670 $ 64,878 58.6 % California Dairy Renewable Natural Gas 7,642 5,786 1,856 32.1 % India Biodiesel 85,030 68,244 16,786 24.6 % Total $ 268,220 $ 184,700 $ 83,520 45 % California Ethanol.
The following table shows Cost of Goods Sold: Fiscal Year Ended December 31 (in thousands) 2025 vs 2024 2025 2024 Inc/(dec) % change California Ethanol $ 168,004 $ 175,548 $ (7,544 ) -4 % California Dairy Renewable Natural Gas 10,347 7,642 2,705 35 % India Biodiesel 30,398 85,030 (54,632 ) -64 % Total $ 208,749 $ 268,220 $ (59,471 ) -22 % California Ethanol.
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.
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.
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. 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.
We do this by building a local circular bioeconomy using agricultural products and wastes as feedstocks to produce renewable fuels. Our California Ethanol segment consists of a 65 million gallon per year capacity ethanol production facility located in Keyes, California (the “Keyes Plant”).
Key Performance Indicators (KPI): Aemetis measures performance based on the utilization of our plants, production of products, and associated pricing and margins. For California ethanol, 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.
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.
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We do this by building a local circular bioeconomy using agricultural products and waste to produce low carbon, advanced renewable fuels that reduce greenhouse gas (“GHG”) emissions and improve air quality by replacing traditional fossil fuel products.
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We have implemented several energy efficiency projects in recent years and are currently in the process of procuring and construction 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 improve the Keyes Plant cash flow from operations.
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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 manage and optimize energy use and other plant operations; and a Mechanical Vapor Recompression (MVR) system to produce steam using low carbon electricity instead of natural gas.
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The biogas is transported by pipeline to an RNG production facility located at the Keyes Plan and converted to Renewable Natural Gas (“RNG”) that is delivered to customers through the regional natural gas pipeline.
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These changes will lower the carbon intensity (CI) of the ethanol we produce and allow us to sell it for a correspondingly higher price.
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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 segment, the product is Renewable Natural Gas ("RNG" or "Gas") and revenues include the associated D3 RINs, LCFS credits.
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It also includes our research and development facility in Minneapolis, Minnesota, operation of the Riverbank Industrial Complex, and our corporate offices in Cupertino, California. 21 Table of Contents 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.
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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.
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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.
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The decrease in revenues was primarily attributable to the delays in the India-government OMCs issuing new tenders and executing new 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.
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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.
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Additionally, supplier participation decreased because of the change in pricing structure from cost-plus to fixed price. Production Tax Credits 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.
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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. Our planned CCUS projects will compress and inject CO₂ into deep wells that are monitored to ensure the long-term sequestration of carbon underground.
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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.
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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.
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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: Fiscal Year Ended December 31 (in thousands) 2025 vs 2024 2025 2024 Inc/(dec) % change California Ethanol $ 5,112 $ - $ 5,112 100 % California Dairy Renewable Natural Gas 5,243 - 5,243 100 % Total $ 10,355 $ - $ 10,355 100 % 24 Table of Contents Cost of Goods Sold Cost of goods sold consists primarily of feedstock, energy, chemicals, direct costs (principally labor and labor-related costs) and overhead.
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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.
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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 procure several different feedstocks for the Kakinada Plant, including stearin, a non-edible feedstock, from neighboring natural oil processing plants.

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