Form 8-K

8-K — AEMETIS, INC

Accession: 0001437749-26-015360

Filed: 2026-05-07

Period: 2026-05-07

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 — amtx20260506_8k.htm (Primary)

EX-99.1 — EXHIBIT 99.1 AEMETIS Q1'2026 EARNINGS (ex_958400.htm)

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8-K (Primary)

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0000738214

2026-05-07

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): May 7, 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 May 7, 2026, Aemetis, Inc. (the “Company”) issued a press release announcing its earnings for the three months ended March 31, 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 May 7, 2026, the Company issued a press release, posted to its web site at www.aemetis.com, announcing its earnings for the three months ended March 31, 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 May 7, 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:

Chief Executive Officer

May 7, 2026

(Principal Executive Officer)

EX-99.1 — EXHIBIT 99.1 AEMETIS Q1'2026 EARNINGS

EX-99.1

Filename: ex_958400.htm · Sequence: 2

ex_958400.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 First Quarter 2026 Financial Results

Revenue Growth of 27%, Positive Gross Profit, and Increased Dairy RNG Production

•

Revenues of $54.6 million, an increase of 27% over Q1 2025, with growth across California Ethanol, Dairy RNG, and India Biodiesel segments

•

Gross profit of $2.8 million, compared with a gross loss of $5.1 million in Q1 2025

•

Operating loss improved approximately 60% to $6.3 million, compared with $15.6 million in Q1 2025

•

Aemetis Biogas RNG sales volume grew 55% to 110,000 MMBtu, compared with 71,000 MMBtu in Q1 2025

•

India Biodiesel rebounded to $10.5 million in revenue with the resumption of OMC tender shipments under new contracts

•

$4.0 million of Section 45Z Production Tax Credits recognized in Q1 2026 — representing the first quarter of ongoing credits generation tied to quarterly production since 45Z eligibility was established in Q4 2025

•

Revenues include LCFS credits earned from seven Dairy RNG pathways with an average CI score of negative 380, versus the negative 150 default pathway that applied for Q1 2025 revenues— with 6 additional biogas pathways nearing approval

•

First delivery of four dairy biogas pretreatment skids in April under $27 million fabrication contract

•

First delivery of major equipment to Keyes ethanol plant for $40 million Mechanical Vapor Recompression system

•

First delivery of major equipment for on-site RNG station to directly fuel trucks and gas delivery trailers without using utility gas pipeline

CUPERTINO, Calif. – May 7, 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 months ended March 31, 2026.

“Revenues during the first quarter of 2026 were $54.6 million reflecting strong execution across our California Ethanol, Dairy RNG, and India Biodiesel segments, with each segment contributing to a 27% year-over-year revenue increase, ” said Todd Waltz, Chief Financial Officer of Aemetis. “We posted gross profit of $2.8 million in the quarter compared with a gross loss in the same quarter last year, reflecting both operational scale and the generation of Section 45Z Production Tax Credits. With seven fully approved LCFS provisional pathways averaging a negative 380 CI score, and six more biogas pathways nearing approval, we expect to significantly improve our Low Carbon Fuel Standard revenues during later quarters of 2026.”

“We are pleased with the continued growth of Aemetis Biogas production, including the ramp up of volumes from a large centralized dairy digester to process waste from multiple 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 delivery of major equipment for the mechanical vapor recompression project, which uses on-site solar and local geothermal grid electricity to displace approximately 80% of the fossil natural gas at Keyes. The India Biodiesel subsidiary continues to lead the industry during a time of rapid growth and a renewed focus 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 943189

Live Participant Dial In (International): +1-973-528-0011 entry code 943189

Webcast URL: https://www.webcaster5.com/Webcast/Page/2211/53904

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

Financial Results for the Three Months Ended March 31, 2026

Revenues were $54.6 million during the first quarter of 2026, an increase from $42.9 million for the first quarter of 2025. Dairy RNG segment sold 110,000 MMBtu during the first quarter an increase of 55% from 71,000 MMBtu during the same period of the prior year. The ethanol gallons sold were slightly lower at 13.7 million gallons during the first quarter of 2026 compared to 14.1 million gallons during the first quarter of 2025. Average ethanol selling price remained constant during the two periods. Biodiesel sales rose to $10.5 million during the first quarter of 2026 with the resumption of biodiesel tender orders. Tax credits related to 45Z were recognized as revenue of $1.4 million and $2.6 million in Dairy RNG and California Ethanol segments respectively.

Gross profit for the first quarter of 2026 was $2.8 million, compared to a gross loss of $5.1 million during the first quarter of 2025 reflecting improved profitability in the California Ethanol segment and improved profitability in the Dairy RNG segment from increased RNG production and the seven approved LCFS provisional pathways.

Selling, general and administrative expenses decreased by $1.4 million to $9.1 million during the first quarter of 2026 compared to $10.5 million during the same period in 2025, driven primarily from legal and other transaction costs associated with investment tax credit sales during the first quarter of 2025.

Operating loss was $6.3 million for the first quarter of 2026, compared to operating loss of $15.6 million for the same period in 2025.

Interest expense, excluding accretion of Series A preferred units in the Aemetis Biogas LLC subsidiary, increased to $14.4 million during the first quarter of 2026 compared to $13.7 million during the first quarter of 2025. Additionally, Aemetis Biogas recognized $1.6 million of accretion of Series A preferred units during the first quarter of 2026 compared to $2.3 million during the first quarter of 2025.

Net loss was $21.7 million for the first quarter of 2026, compared to net loss of $24.5 million for the first quarter of 2025.

Adjusted EBITDA for the first quarter of 2026 was negative $1.3 million, compared with negative $10.7 million in the first quarter of 2025. A reconciliation of Adjusted EBITDA to net loss is included in the supplemental tables that follow.

Cash at the end of the first quarter of 2026 was $4.8 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 $6.5 million for the first quarter of 2026 was a significant increase over $1.8 million during the first quarter of 2025.

Section 45Z Production Tax Credits

During 2025, Aemetis recognized $10.4 million of Section 45Z Production Tax Credit operating income, comprised of $5.2 million in the Dairy RNG segment and $5.1 million in the California Ethanol segment. As disclosed in the Company's 2025 Form 10-K, this full-year recognition was reflected in the fourth quarter of 2025, when eligibility and transferability requirements were demonstrated. First quarter 2026 results reflect $4.0 million of Section 45Z Production Tax Credit revenue based upon credits earned from first quarter production of ethanol and RNG — $1.4 million in Dairy RNG and $2.6 million in California Ethanol. As a result, first quarter 2026 California Ethanol and Dairy RNG revenues are expected to reflect underlying production economics comparable to the fourth quarter of 2025 on a basis that excludes the full-year 45Z recognition booked in that quarter. The Company expects 45Z accrual and monetization timing to normalize on a quarterly cadence going forward, with further improvement pending publication of the updated 45ZCF-GREET model by the Department of Energy.

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 planned initial public offering of the Company's India subsidiary, Universal Biofuels Private Limited, for which the Company has retained legal, accounting, and IPO advisors and expects to provide an update on investment banking engagement in the near term. The MVR upgrade at Keyes is on track for 2026 completion.

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

March 31,

2026

2025

Revenues

54,619

42,886

Cost of goods sold

51,863

47,966

Gross profit (loss)

2,756

(5,080

)

Selling, general and administrative expenses

9,091

10,475

Operating loss

(6,335

)

(15,555

)

Other expense (income):

Interest expense

Interest rate expense

12,403

11,018

Debt related fees and amortization expense

1,971

2,675

Accretion and other expenses of Series A preferred units

1,613

2,279

Total interest expense

15,987

15,972

Other income

(478

)

(215

)

Other expense (income), net

15,509

15,757

Loss before income taxes

(21,844

)

(31,312

)

Income tax benefit

(131

)

(6,783

)

Net loss

(21,713

)

(24,529

)

Net loss per common share

Basic

(0.33

)

(0.47

)

Diluted

(0.33

)

(0.47

)

Weighted average shares outstanding

Basic

66,802

52,584

Diluted

66,802

52,584

AEMETIS, INC.

CONSOLIDATED CONDENSED BALANCE SHEETS

(in thousands)

March 31, 2026

December 31, 2025

(Unaudited)

Assets

Current assets:

Cash and cash equivalents

4,797

4,894

Accounts receivable

6,584

484

Inventories

10,384

11,627

Prepaid and other current assets

12,922

9,867

Total current assets

34,687

26,872

Property, plant and equipment, net

222,743

219,717

Other assets

12,899

13,252

Total assets

270,329

259,841

Liabilities and stockholders' deficit

Current liabilities:

Accounts payable

23,719

23,418

Current portion of long term debt

293,828

279,143

Short term borrowings

48,802

38,726

Other current liabilities

29,897

29,971

Total current liabilities

396,246

371,258

Total long term liabilities

195,221

195,414

Stockholders' deficit:

Common stock

Additional paid-in capital

348,741

340,402

Accumulated deficit

(661,656

)

(639,943

)

Accumulated other comprehensive loss

(8,292

)

(7,356

)

Total stockholders' deficit

(321,138

)

(306,831

)

Total liabilities and stockholders' deficit

270,329

259,841

AEMETIS, INC.

RECONCILIATION OF ADJUSTED EBITDA TO NET INCOME/(LOSS)

(unaudited, in thousands)

For the three months ended

March 31,

EBITDA Calculation

2026

2025

Net loss

(21,713

)

(24,529

)

Adjustments

Interest and amortization expense

14,374

13,705

Depreciation and amortization expense

2,535

2,357

Accretion of Series A preferred units

1,613

2,279

Share-based compensation

1,704

2,308

Stock issued for services

Monetized investment tax credits

(7,075

)

Bad debt Expense

276

Loss on sale of assets

Income tax expense or (benefit)

(131

)

292

Total adjustments

20,423

13,866

Adjusted EBITDA

(1,290

)

(10,663

)

AEMETIS, INC.

PRODUCTION AND PRICE PERFORMANCE

(unaudited)

Three Months ended

March 31,

2026

2025

California Ethanol

Ethanol

Gallons sold (in millions)

13.7

14.1

Average sales price/gallon

1.97

1.98

Percent of nameplate capacity

100

103

WDG

Tons sold (in thousands)

Average sales price/ton

Delivered Cost of Corn

Bushels ground (in millions)

4.7

4.8

Average delivered cost / bushel

5.93

6.63

California Dairy Renewable Natural Gas

Renewable Natural Gas

MMBtu sold (in thousands)

110

Average price per MMBtu

1.98

3.65

RINs

RINs sold (in thousands)

801

388

Average price per RIN

2.41

2.64

LCFS

LCFS credits sold (in thousands)

Average price per LCFS credit

55.00

72.50

India Biodiesel

Biodiesel

Metric tons sold (in thousands)

9.2

Average Sales Price/Metric ton

1,037

Percent of Nameplate Capacity

24.5

Refined Glycerin

Metric tons sold (in thousands)

0.8

Average Sales Price/Metric ton

1,257

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Document And Entity Information

May 07, 2026

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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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-Section 12

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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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