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Form 8-K

sec.gov

8-K — AEMETIS, INC

Accession: 0001437749-26-026051

Filed: 2026-08-06

Period: 2026-08-06

CIK: 0000738214

SIC: 2860 (INDUSTRIAL ORGANIC CHEMICALS)

Item: Results of Operations and Financial Condition

Item: Regulation FD Disclosure

Item: Financial Statements and Exhibits

Documents

8-K — amtx20260803_8k.htm (Primary)

EX-99.1 — EXHIBIT 99.1 AEMETIS Q2'2026 EARNINGS (ex_998023.htm)

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2026-08-06

2026-08-06

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): August 6, 2026

Aemetis, Inc.

(Exact name of registrant as specified in its charter)

Delaware

001-36475

26-1407544

(State or other jurisdiction of

incorporation)

(Commission File Number)

(IRS Employer Identification

No.)

20400 Stevens Creek Blvd., Suite 700

Cupertino, CA 95014

(Address of principal executive offices) (Zip Code)

Registrant's telephone number, including area code:

(408) 213-0940

(Former name or former address, if changed since last report.)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common Stock, par value $0.001

AMTX

NASDAQ Stock Market

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

☐ Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 ( 240.12b-2 of this chapter)

☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

Item 2.02 Results of Operations and Financial Condition.

On August 6, 2026, Aemetis, Inc. (the “Company”) issued a press release announcing its earnings for the three and six months ended June 30, 2026.

The press release is being furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

This Form 8-K and Exhibit 99.1 hereto shall be deemed “furnished” and not “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and shall not be incorporated by reference into any registration statement of the issuer.

Item 7.01 Regulation FD Material.

On August 6, 2026, the Company issued a press release, posted to its web site at www.aemetis.com, announcing its earnings for the three and six months ended June 30, 2026, a copy of which is furnished as Exhibit 99.1 hereto and incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

EXHIBIT NUMBER

DESCRIPTION

Exhibit 99.1

Earnings Release dated August 6, 2026

Exhibit 104

Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

AEMETIS, INC.

By:

/s/ Eric A. McAfee

Name:

Eric A. McAfee

Title:

Chair of the Board and Chief Executive Officer

August 6, 2026

(Principal Executive Officer)

EX-99.1 — EXHIBIT 99.1 AEMETIS Q2'2026 EARNINGS

EX-99.1

Filename: ex_998023.htm · Sequence: 2

ex_998023.htm

Exhibit 99.1

External Investor Relations Contact:

Kirin Smith

PCG Advisory Group

(646) 863-6519

ksmith@pcgadvisory.com

Company Investor Relations/

Media Contact:

Todd Waltz

(408) 213-0940

investors@aemetis.com

Aemetis Reports Second Quarter 2026 Financial Results

Revenue Growth of 20%, Positive Gross Profit, and Increased Dairy RNG Production

Revenues of $62.7 million, an increase of 10.5 million or 20% over Q2 2025, with growth across California Ethanol and Dairy RNG segments and $8.6 million of Section 45Z tax credits

Operating income improved by $16.4 million compared to the second quarter of 2025

Net loss of $9.4 million improved by $14.0 million compared to the second quarter of 2025

Adjusted EBITDA of $9.7 million improved by $15.5 million compared to the second quarter 2025

Aemetis Biogas RNG sales volume grew 38% to 146,900 MMBtu, compared with 106,400 MMBtu in the second quarter of 2025

Ten digester cleanup skids have been received, and two biogas dairy digesters are expected to be commissioned in the third quarter

CUPERTINO, Calif. – August 6, 2026 - Aemetis, Inc. (NASDAQ: AMTX), a renewable natural gas and renewable fuels company focused on lower-cost and lower-emission products, today announced its financial results for the three and six months ended June 30, 2026.

“Revenues during the second quarter of 2026 were $62.7 million, including $8.6 million of production tax credits. These results reflect strong execution by our California Ethanol and Dairy Renewable Natural Gas, segments, with each segment contributing to a 20% year-over-year revenue increase,” said Todd Waltz, Chief Financial Officer of Aemetis.  “We posted gross profit of $13.5 million and operating income of $5.8 million in the quarter compared with a gross loss and operating loss in the same quarter last year, reflecting both operational improvement and the generation of Section 45Z Production Tax Credits. With seven fully approved LCFS provisional pathways averaging a negative 380 CI score, six more biogas pathways nearing approval and two additional dairy digesters expected to be commissions in the third quarter, we are poised to continue to grow biogas revenues.”

“We are pleased with the continued growth of Aemetis Biogas production, including the ramp up of volumes from our most recently completed dairy digester that processes waste from two dairies that became operational late last year,” said Eric McAfee, Chairman and CEO of Aemetis.  “Our focus on significantly improving cash flow from our California Ethanol segment is underway with the expansion of corn oil production and ongoing construction of the mechanical vapor recompression project, which uses on-site solar and local grid electricity to replace approximately 80% of the fossil natural gas used at the Keyes ethanol plant. The India Biodiesel subsidiary continues to lead the industry during a time of rapid growth and a renewed focus on biofuels by the India government.”

Today, Aemetis will host an earnings review call at 11:00 a.m. Pacific time (PT).

Live Participant Dial In (Toll Free): +1-888-506-0062 entry code 423338

Live Participant Dial In (International): +1-973-528-0011 entry code 423338

Webcast URL:  https://www.webcaster5.com/Webcast/Page/2211/54334

For details on the call, please visit http://www.aemetis.com/investors/conference-calls/

Financial Results for the Three Months Ended June 30, 2026

Revenues were $62.7 million during the second quarter of 2026, a 20% increase from $52.2 million for the second quarter of 2025. The Dairy RNG segment sold 146,900 MMBtu during the second quarter, an increase of 38% from 106,400 MMBtu during the same period of the prior year. The ethanol gallons sold were 12% higher at 15.5 million gallons during the second quarter of 2026 compared to 13.8 million gallons during the second quarter of 2025. Average ethanol selling price rose 9% from $2.01 to $2.19 per gallon during the two periods. Biodiesel sales fell to $2.5 million during the second quarter of 2026 reflecting a lack of new purchases by OMC customers in India. Section 45Z tax credit income was recognized as revenue of $2.1 million for Dairy RNG and $6.5 million for California Ethanol segments respectively during the second quarter of 2026.

Gross profit for the second quarter of 2026 was $13.5 million, which is a $17.0 million improvement compared to a gross loss of $3.4 million during the second quarter of 2025, reflecting the recognition of production tax credits in California Ethanol and RNG segments, and improved profitability in the California Ethanol segment from the lower delivered cost of corn of $6.07 per bushel compared to $6.42 per bushel and improved profitability in the Dairy RNG segment from increased RNG production, rising price of LCFS credits, and the seven approved LCFS provisional pathways.

Selling, general and administrative expenses increased by $423 thousand to $7.7 million during the second quarter of 2026 compared to $7.3 million during the same period in 2025, driven primarily from compensation incentives during the second quarter of 2026.

Operating income was $5.8 million for the second quarter of 2026, compared to operating loss of $10.7 million for the same period in 2025.

Interest expense, excluding accretion of Series A preferred units in the Aemetis Biogas LLC subsidiary, increased to $13.7 million during the second quarter of 2026 compared to $12.3 million during the second quarter of 2025. Additionally, Aemetis Biogas recognized $1.5 million of accretion of Series A preferred units during the second quarter of 2026 compared to $2.0 million during the second quarter of 2025.

Net loss was $9.4 million for the second quarter of 2026, compared to net loss of $23.4 million for the second quarter of 2025.

Adjusted EBITDA for the second quarter of 2026 was $9.7 million, compared with negative $5.8 million in the second quarter of 2025, an increase of $15.5 million. A reconciliation of Adjusted EBITDA to net loss is included in the supplemental tables that follow.

Cash at the end of the second quarter of 2026 was $1.0 million compared to $4.9 million at the close of the fourth quarter of 2025. Investments in capital projects related to carbon intensity reductions at the Keyes ethanol plant and construction of dairy digesters of $8.6 million for the second quarter of 2026.

Financial Results for the Six Months Ended June 30, 2026

Revenues were $117.3 million for the first half of 2026 compared to $95.1 million for the first half of 2025, with $12.6 million of production tax credit income was recognized as revenue during the first six months of 2026.

Gross profit for the first half of 2026 was $16.3 million compared to a gross loss of $8.4 million during the first half of 2025.

Selling, general and administrative expenses were $16.8 million during the first half of 2026 compared to $17.8 million during the first half of 2025.

Operating loss was $0.6 million for the first half of 2026 compared to $26.2 million for the first half of 2025.

Interest expense was $28.0 million during the first half of 2026, excluding accretion and other expenses of Series A preferred units in our Aemetis Biogas LLC subsidiary, compared to interest expense of $26.0 million during the first half of 2025. Additionally, our Aemetis Biogas LLC subsidiary recognized $3.1 million of accretion and other expenses in connection with preference payments on its preferred units during the first half of 2026 compared to $4.3 million during the first half of 2025.

Net loss for the first half of 2026 was $31.1 million, an improvement from a net loss of $47.9 million during the same period of 2025.

Investments in capital projects of $15.1 million were made during the first half of 2026, comprised of investments in capital projects related to California Ethanol of $8.9 million and to Aemetis Biogas of $5.7 million.

Capital Structure and Financing Update

The Company is pursuing a multi-track financing plan to address near-term obligations and fund continued growth across its operating platform. Financing initiatives currently underway include advanced preparation for a potential long-term financing of the Keyes ethanol plant; ongoing financing efforts to support the continued Dairy RNG digester buildout; and continued progress toward a potential initial public offering of the Company's India subsidiary, Universal Biofuels Private Limited, for which the Company has retained legal, accounting, and IPO advisors. The MVR upgrade at Keyes is expected to become operational in 2026.

About Aemetis

Headquartered in Cupertino, California, Aemetis is a diversified renewable natural gas and biofuels company focused on the development and operation of innovative technologies that lower energy costs and reduce emissions. Founded in 2006, Aemetis is operating and expanding a California biogas digester network and pipeline system to convert dairy waste gas into Renewable Natural Gas. Aemetis owns and operates a 65 million gallon per year ethanol production facility in California’s Central Valley near Modesto that supplies about 80 dairies with animal feed. Aemetis owns and operates an 80 million gallon per year production facility on the East Coast of India producing high-quality biodiesel and refined glycerin. To utilize the byproducts from ethanol production, Aemetis is developing a sustainable aviation fuel plant and a CO2 sequestration project in California. For additional information about Aemetis, please visit www.aemetis.com.

Non-GAAP Financial Information

We have provided non-GAAP measures as a supplement to financial results based on GAAP. A reconciliation of the non-GAAP measures to the most directly comparable GAAP measures is included in the accompanying supplemental data. Adjusted EBITDA is defined as net income/(loss) plus (to the extent deducted in calculating such net income) interest and amortization expense, bad debt expense, income tax expense or benefit, accretion of Series A preferred unit expense, stock issued for services, monetized investment tax credits, loss on sale of assets, depreciation and amortization expense, and share-based compensation expense.

Adjusted EBITDA is not calculated in accordance with GAAP and should not be considered as an alternative to net income/(loss), operating income or any other performance measures derived in accordance with GAAP or to cash flows from operating, investing or financing activities as an indicator of cash flows or as a measure of liquidity. Adjusted EBITDA is presented solely as a supplemental disclosure because management believes that it is a useful performance measure that is widely used within the industry in which we operate. In addition, management uses Adjusted EBITDA for reviewing financial results, budgeting, and planning purposes. EBITDA measures are not calculated in the same manner by all companies and, accordingly, may not be an appropriate measure for comparison between companies.

Safe Harbor Statement

This news release contains forward-looking statements, including statements regarding our assumptions, projections, expectations, targets, intentions, or beliefs about future events or other statements that are not historical facts. Forward-looking statements in this news release include, without limitation, statements relating to our five-year growth plan; trends in market conditions with respect to prices for inputs for our products versus prices for our products; our ability to fund, develop, build, maintain and operate digesters, facilities and pipelines for our Dairy Renewable Natural Gas segment; our ability to fund, develop and operate our Sustainable Aviation Fuel, Renewable Diesel, and Carbon Capture and Sequestration projects, including obtaining required permits; our ability to refinance existing debt; our intention to repurchase the Series A preferred units relating to our Aemetis Biogas subsidiary; and our ability to raise additional equity capital or debt. Words or phrases such as “anticipates,” “may,” “will,” “should,” “believes,” “estimates,” “expects,” “intends,” “plans,” “predicts,” “projects,” “showing signs,” “targets,” “view,” “will likely result,” “will continue” or similar expressions are intended to identify forward-looking statements. These forward-looking statements are based on current assumptions and predictions and are subject to numerous risks and uncertainties. Actual results or events could differ materially from those set forth or implied by such forward-looking statements and related assumptions due to certain factors, including, without limitation, competition in the ethanol, biodiesel and other industries in which we operate, commodity market risks including those that may result from current weather conditions, financial market risks, customer adoption, counter-party risks, risks associated with changes to federal policy or regulation, and other risks detailed in our reports filed with the Securities and Exchange Commission, including Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, and other filed documents. We are not obligated, and do not intend, to update any of these forward-looking statements at any time unless an update is required by applicable securities laws.

(Tables follow)

AEMETIS, INC.

CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS

(unaudited, in thousands, except per share data)

For the three months ended June

30,

For the six months ended June 30,

2026

2025

2026

2025

Revenues

$

62,700

$

52,243

$

117,319

$

95,129

Cost of goods sold

49,185

55,598

101,048

103,564

Gross profit (loss)

13,515

(3,355

)

16,271

(8,435

)

Selling, general and administrative expenses

7,742

7,319

16,833

17,794

Operating income (loss)

5,773

(10,674

)

(562

)

(26,229

)

Other expense (income):

Interest expense

Interest rate expense

13,310

11,235

25,713

22,253

Debt related fees and amortization expense

355

1,095

2,326

3,770

Accretion and other expenses of Series A preferred units

1,509

2,032

3,122

4,311

Total interest expense

15,174

14,362

31,161

30,334

Other income

(34

)

(1,112

)

(512

)

(1,327

)

Other expense (income), net

15,140

13,250

30,649

29,007

Loss before income taxes

(9,367

)

(23,924

)

(31,211

)

(55,236

)

Income tax benefit

-

(529

)

(131

)

(7,312

)

Net loss

$

(9,367

)

$

(23,395

)

$

(31,080

)

$

(47,924

)

Net loss per common share

Basic

$

(0.13

)

$

(0.41

)

$

(0.45

)

$

(0.87

)

Diluted

$

(0.13

)

$

(0.41

)

$

(0.45

)

$

(0.87

)

Weighted average shares outstanding

Basic

70,885

57,676

68,855

55,144

Diluted

70,885

57,676

68,855

55,144

AEMETIS, INC.

CONSOLIDATED CONDENSED BALANCE SHEETS

(in thousands)

June 30, 2026

December 31, 2025

(Unaudited)

Assets

Current assets:

Cash and cash equivalents

$

973

$

4,894

Accounts receivable

2,315

484

Inventories

13,636

11,627

Prepaid and other current assets

16,071

9,865

Total current assets

32,995

26,870

Property, plant and equipment, net

242,828

219,717

Other assets

13,356

13,254

Total assets

$

289,179

$

259,841

Liabilities and stockholders' deficit

Current liabilities:

Accounts payable

$

31,291

$

23,418

Current portion of long term debt

303,415

279,143

Short term borrowings

50,761

38,726

Other current liabilities

29,563

29,971

Total current liabilities

415,030

371,258

Total long term liabilities

196,256

195,414

Stockholders' deficit:

Common stock

72

66

Additional paid-in capital

357,198

340,402

Accumulated deficit

(671,023

)

(639,943

)

Accumulated other comprehensive loss

(8,354

)

(7,356

)

Total stockholders' deficit

(322,107

)

(306,831

)

Total liabilities and stockholders' deficit

$

289,179

$

259,841

AEMETIS, INC.

RECONCILIATION OF ADJUSTED EBITDA TO NET INCOME/(LOSS)

(unaudited, in thousands)

For the three months ended June 30,

For the six months ended June 30,

EBITDA Calculation

2026

2025

2026

2025

Net loss

$

(9,367

)

$

(23,395

)

$

(31,080

)

$

(47,924

)

Adjustments

Interest and amortization expense

13,665

12,341

28,039

26,046

Depreciation and amortization expense

2,545

2,350

5,080

4,708

Accretion of Series A preferred units

1,509

2,032

3,122

4,311

Share-based compensation

1,121

1,433

2,825

3,741

Stock issued for services

-

-

50

-

Bad debt expense

87

-

363

-

Loss on sale/disposal of assets

106

-

108

-

Income tax benefit

-

(529

)

(131

)

(7,312

)

Total adjustments

19,033

17,627

39,456

31,494

Adjusted EBITDA

$

9,666

$

(5,768

)

$

8,376

$

(16,430

)

AEMETIS, INC.

PRODUCTION AND PRICE PERFORMANCE

(unaudited)

Three Months ended

June 30,

Six Months ended

June 30,

2026

2025

2026

2025

California Ethanol

Ethanol

Gallons sold (in millions)

15.5

13.8

29.3

27.9

Average sales price/gallon

2.19

2.01

2.09

2.00

Percent of nameplate capacity

113

%

100

%

106

%

102

%

WDG

Tons sold (in thousands)

106.8

91.0

197.7

184.1

Average sales price/ton

$

91

$

86

$

88

$

86

Delivered Cost of Corn

Bushels ground (in millions)

5.4

4.7

10.1

9.4

Average delivered cost / bushel

$

6.07

$

6.42

$

6.00

$

6.53

California Dairy Renewable Natural Gas

Renewable Natural Gas

MMBtu sold (in thousands)

146.9

106.4

256.4

177.3

Average price per MMBtu

$

1.51

$

2.75

$

1.71

$

3.11

RINs

RINs sold (in thousands)

1,262.1

763.6

2,063.4

1,151.8

Average price per RIN

$

2.54

$

2.60

$

2.49

$

2.61

LCFS

LCFS credits sold (in thousands)

27.5

14.0

57.7

30.0

Average price per LCFS credit

$

66

$

55

$

60

$

64

India Biodiesel

Biodiesel

Metric tons sold (in thousands)

1.4

9.4

10.5

9.4

Average Sales Price/Metric ton

$

1,038

$

1,010

$

1,037

$

1,010

Percent of Nameplate Capacity

3.6

%

25.2

%

14.1

%

12.6

%

Refined Glycerin

Metric tons sold (in thousands)

0.7

0.1

1.5

0.1

Average Sales Price/Metric ton

$

1,541

$

879

$

1,391

$

879

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Indicate if registrant meets the emerging growth company criteria.

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Commission file number. The field allows up to 17 characters. The prefix may contain 1-3 digits, the sequence number may contain 1-8 digits, the optional suffix may contain 1-4 characters, and the fields are separated with a hyphen.

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Two-character EDGAR code representing the state or country of incorporation.

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The exact name of the entity filing the report as specified in its charter, which is required by forms filed with the SEC.

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The Tax Identification Number (TIN), also known as an Employer Identification Number (EIN), is a unique 9-digit value assigned by the IRS.

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Local phone number for entity.

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Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act.

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Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act.

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Title of a 12(b) registered security.

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Name of the Exchange on which a security is registered.

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Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act.

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Trading symbol of an instrument as listed on an exchange.

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Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.

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