Form 8-K

8-K — Alto Ingredients, Inc.

Accession: 0001213900-26-052830

Filed: 2026-05-06

Period: 2026-05-06

CIK: 0000778164

SIC: 2860 (INDUSTRIAL ORGANIC CHEMICALS)

Item: Results of Operations and Financial Condition

Item: Financial Statements and Exhibits

Documents

8-K — ea0289395-8k_alto.htm (Primary)

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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 6, 2026

ALTO

INGREDIENTS, INC.

(Exact

Name of Registrant as Specified in Charter)

Delaware

000-21467

41-2170618

(State or Other Jurisdiction

of Incorporation)

(Commission File Number)

(IRS

Employer

Identification

No.)

1300

South Second Street

Pekin,

Illinois

61554

(Address

of Principal Executive Offices)

(Zip

Code)

Registrant’s

Telephone Number, Including Area Code: (833) 710-2586

N/A

(Former Name

or Former Address, if Changed Since Last Report)

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 (see General Instruction A.2. below):

☐ 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))

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, $0.001 par value

ALTO

The

Nasdaq Stock Market LLC

(Nasdaq

Capital Market)

Indicate

by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405)

or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

Emerging growth company ☐

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.

May 6, 2026, Alto Ingredients, Inc. issued a press release announcing certain results of operations for the three months ended March

31, 2026. A copy of the press release is furnished (not filed) as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated

herein by reference.

The

information furnished in this Item 2.02 of this Current Report on Form 8-K and Exhibit 99.1 attached hereto shall not be deemed “filed”

for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject

to the liabilities of that section. The information in this Item 2.02 of this Current Report on Form 8-K is not incorporated by reference

into any filings of Alto Ingredients, Inc. made under the Securities Act of 1933, as amended, or the Exchange Act, whether made before

or after the date of this Current Report on Form 8-K, regardless of any general incorporation language in the filing unless specifically

stated so therein.

Item 9.01. Financial Statements and Exhibits.

(d)

Exhibits.

Number

Description

99.1

Press Release dated May 6, 2026

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.

Date: May 6, 2026

ALTO INGREDIENTS, INC.

By:

/s/ AUSTE M. GRAHAM

Auste M. Graham,

Chief Legal Officer and Secretary

EX-99.1 — PRESS RELEASE DATED MAY 6, 2026

EX-99.1

Filename: ea028939501ex99-1.htm · Sequence: 2

Exhibit 99.1

Alto Ingredients, Inc. Reports First Quarter

2026 Results

Q1 2026 Gross Profit of $9.2 Million Increased

$11.0 Million

Q1 2026 Net Income of $4.0 Million, or $0.05 per Share, Improved $16.0 Million

Q1 2026 Adjusted EBITDA of $4.7 Million Improved $9.1 Million Compared to Q1 2025

Pekin, Ill., May

6, 2026 – Alto Ingredients, Inc. (NASDAQ: ALTO), a producer and distributor of renewable fuels, essential ingredients and specialty

alcohols, reported its financial results for the quarter ended March 31, 2026.

“In a seasonally weak period for Alto and

the industry, we delivered profitability on an adjusted EBITDA and net income basis through the contributions of strong export sales,

higher crush margins and incremental earnings from Section 45Z tax credits. Even without the contribution of the tax credits we were profitable,”

said President and Chief Executive Officer Bryon McGregor. “Our strategic realignment, combined with our efforts to improve our

operational model and the stability of our business have enhanced our earnings power.”

Added Mr. McGregor, “Looking ahead, our

priorities are straightforward: improve utilization and reliability; execute our 2026 optimization and capital projects on time and on

budget; and leverage the flexibility we have with multiple revenue streams to respond to market shifts and perform profitably through

commodity cycles. In addition, we are focused on expanding the value we capture from 45Z tax credits and on optimally monetizing the value

of our biogenic CO2 production across our facilities to lower our carbon footprint. Through our focus on these priorities,

we remain committed to enhancing the value of our assets.”

Financial Results for the Three Months Ended

March 31, 2026 Compared to 2025

● Net sales were $224.7 million, compared to $226.5 million.

● Cost of goods sold was $215.5 million, compared to $228.3 million.

● Gross profit was $9.2 million, compared to a gross loss of $1.8 million. Gross profit was positively impacted

by an $8.1 million net unrealized gain on derivatives.

● Selling, general and administrative expenses were $6.7 million, compared to $7.2 million.

● Interest expense was $2.2 million, compared to $2.7 million.

● Net income attributable to common stockholders was $4.0 million, or $0.05 per diluted share, compared to

a net loss of $12.0 million, or $0.16 per share.

● Adjusted EBITDA was $4.7 million, compared to negative $4.4 million, an increase of $9.1 million.

Cash and cash equivalents

at March 31, 2026 were $20.3 million, compared to $23.4 million at December 31, 2025. The company’s borrowing availability at March

31, 2026 was $94.3 million, including $29.3 million under the company’s operating line of credit and $65 million under its term

loan facility.

First Quarter 2026 Results Conference Call

Management will host a conference call at 2:00

p.m. Pacific Time / 5:00 p.m. Eastern Time on Wednesday, May 6, 2026, and will deliver prepared remarks via webcast followed by a question-and-answer

session.

To receive a number and unique PIN by email, register

here. To dial directly up to 20 minutes prior to the scheduled call time, please dial (833) 630-0017 domestically and (412) 317-1806 internationally.

Alternatively, the webcast for the conference call can be accessed from Alto Ingredients’ website at www.altoingredients.com and

will be available for one year.

Use of Non-GAAP Measures

Management believes that certain financial measures

not in accordance with generally accepted accounting principles ("GAAP") are useful measures of operations. The company defines

Adjusted EBITDA as unaudited consolidated net income (loss) before interest expense, interest income, provision (benefit) for income taxes,

asset impairments, unrealized derivative gains and losses, acquisition-related expense, excess insurance proceeds and depreciation and

amortization expense. A table is provided at the end of this release that provides a reconciliation of Adjusted EBITDA to its most directly

comparable GAAP measure, net income (loss). Management provides this non-GAAP measure so that investors will have the same financial information

that management uses, which may assist investors in properly assessing the company's performance on a period-over-period basis. Adjusted

EBITDA is not a measure of financial performance under GAAP and should not be considered as an alternative to net income (loss) or any

other measure of performance under 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 has limitations as an analytical tool, and you should not consider this measure in isolation

or as a substitute for analysis of the company's results as reported under GAAP.

About Alto Ingredients, Inc.

Alto Ingredients, Inc. (NASDAQ: ALTO) is a leading

producer and distributor of specialty alcohols, renewable fuels and essential ingredients. Leveraging the unique qualities of its facilities,

the company serves customers in a wide range of consumer and commercial products in the Health, Home & Beauty; Food & Beverage;

Industry & Agriculture; Essential Ingredients; and Renewable Fuels markets. For more information, please visit www.altoingredients.com.

Safe Harbor Statement under the Private

Securities Litigation Reform Act of 1995

Statements and information contained in this communication

that refer to or include Alto Ingredients’ estimated or anticipated future results or other non-historical expressions of fact are

forward-looking statements that reflect Alto Ingredients’ current perspective of existing trends and information as of the date

of the communication. Forward-looking statements generally will be accompanied by words such as “anticipate,” “believe,”

“plan,” “could,” “should,” “estimate,” “expect,” “forecast,” “outlook,”

“guidance,” “intend,” “may,” “might,” “will,” “possible,” “potential,”

“predict,” “project,” or other similar words, phrases or expressions. Such forward-looking statements include,

but are not limited to, statements concerning Alto Ingredients’ expectations around profitability and executing on opportunities

to grow earnings, including through improved utilization and reliability, optimization and capital projects, monetizing additional Section

45Z tax credits and monetizing the value of its biogenic CO2 to lower its carbon footprint; and Alto Ingredients’ other

plans, objectives, expectations and intentions. It is important to note that Alto Ingredients’ plans, objectives, expectations and

intentions are not predictions of actual performance. Actual results may differ materially from Alto Ingredients’ current expectations

depending upon a number of factors affecting Alto Ingredients’ business and plans. These factors include, among others adverse economic

and market conditions, including for renewable fuels, specialty alcohols and essential ingredients; export conditions and international

demand for the company’s products; fluctuations in the price of and demand for oil and gasoline; raw material costs, including production

input costs, such as corn and natural gas; adverse impacts of inflation and supply chain constraints, including from tariffs; Alto Ingredients’

ability to timely and within budget execute on its optimization and capital projects; Alto Ingredients’ ability to expand and monetize

the value of its CO2 production to lower its carbon footprint; regulatory developments and Alto Ingredients’ ability

to successfully pursue and secure opportunities, and realize the expected results, under existing and new legislation, including the Section

45Z regulations, and to successfully apply for and receive anticipated credit amounts. These factors also include, among others, the inherent

uncertainty associated with financial and other projections; the anticipated size of the markets and continued demand for Alto Ingredients’

products; the impact of competitive products and pricing; the risks and uncertainties normally incident to the alcohol production, marketing

and distribution industries; changes in generally accepted accounting principles; successful compliance with governmental regulations

applicable to Alto Ingredients’ facilities, products and/or businesses; changes in laws, regulations and governmental policies;

the loss of key senior management or staff; and other events, factors and risks previously and from time to time disclosed in Alto Ingredients’

filings with the Securities and Exchange Commission including, specifically, those factors set forth in the “Risk Factors”

section contained in Alto Ingredients’ Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 13,

2026.

Company IR and Media Contact:

Michael Kramer, Alto Ingredients, Inc., 916-403-2755

Investorrelations@altoingredients.com

IR Agency Contact:

Jody Burfening, Alliance Advisors Investor Relations,

212-838-3777,

Investorrelations@altoingredients.com

ALTO INGREDIENTS, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

(unaudited, in thousands, except per share

data)

Three Months Ended

March 31,

2026

2025

Net sales

$ 224,680

$ 226,540

Cost of goods sold

215,461

228,347

Gross profit (loss)

9,219

(1,807 )

Selling, general and administrative expenses

6,699

7,190

Income (loss) from operations

2,520

(8,997 )

Interest expense, net

(2,198 )

(2,729 )

Transferable tax credits, net

3,900

—

Other income, net

Income (loss) before provision for income taxes

4,271

(11,679 )

Provision for income taxes

—

Net income (loss)

$ 4,271

$ (11,679 )

Preferred stock dividends

$ (312 )

Net income (loss) attributable to common stockholders

$ 3,959

$ (11,991 )

Net income (loss) per share, basic

$ 0.05

$ (0.16 )

Net income (loss) per share, diluted

$ 0.05

$ (0.16 )

Weighted-average shares outstanding, basic

74,789

73,836

Weighted-average shares outstanding, diluted

76,639

73,836

ALTO INGREDIENTS, INC.

CONSOLIDATED BALANCE SHEETS

(unaudited, in thousands, except par value)

ASSETS

March 31,

2026

December 31,

2025

Current Assets:

Cash and cash equivalents

$ 20,309

$ 23,415

Restricted cash

1,334

2,258

Accounts receivable, net

59,700

55,069

Inventories

52,831

61,676

Derivative instruments

7,831

525

Transferable tax credits, net

11,530

7,500

Other current assets

5,017

5,474

Total current assets

158,552

155,917

Property and equipment, net

193,199

198,501

Other Assets:

Right of use operating lease assets, net

17,215

16,931

Intangible assets, net

7,419

7,574

Other assets

9,908

9,863

Total other assets

34,542

34,368

Total Assets

$ 386,293

$ 388,786

ALTO INGREDIENTS, INC.

CONSOLIDATED BALANCE SHEETS (CONTINUED)

(unaudited, in thousands, except par value)

LIABILITIES AND STOCKHOLDERS’ EQUITY

March 31,

2026

December 31,

2025

Current Liabilities:

Accounts payable

$ 19,303

$ 14,509

Accrued liabilities

12,332

16,691

Current portion – long-term debt

—

16,600

Current portion – operating leases

4,975

4,958

Derivative instruments

301

1,067

Other current liabilities

4,741

5,246

Total current liabilities

41,652

59,071

Long-term debt

73,056

63,027

Operating leases, net of current portion

13,240

13,012

Other liabilities

8,467

8,435

Total Liabilities

136,415

143,545

Stockholders’ Equity:

Preferred stock, $0.001 par value; 10,000 shares authorized; Series A: no shares issued and outstanding as of March 31, 2026 and December 31, 2025 Series B: 927 shares issued and outstanding as of March 31, 2026 and December 31, 2025

Common stock, $0.001 par value; 300,000 shares authorized; 77,946 and 77,307 shares issued and outstanding as of March 31, 2026 and December 31, 2025, respectively

Non-voting common stock, $0.001 par value; 3,553 shares authorized; 1 share issued and outstanding as of March 31, 2026 and December 31, 2025

—

Additional paid-in capital

1,052,472

1,051,795

Accumulated other comprehensive income

5,461

Accumulated deficit

(808,134 )

(812,093 )

Total Stockholders’ Equity

249,878

245,241

Total Liabilities and Stockholders’ Equity

$ 386,293

$ 388,786

Reconciliation of Adjusted EBITDA to Net Income

(Loss)

Three Months Ended

March 31,

(in thousands) (unaudited)

2026

2025

Net income (loss)

$ 4,271

$ (11,679 )

Adjustments:

Interest expense

2,198

2,729

Interest income

(77 )

(84 )

Unrealized derivatives gains

(8,073 )

(1,634 )

Depreciation and amortization expense

6,366

6,266

Total adjustments

414

7,277

Adjusted EBITDA

$ 4,685

$ (4,402 )

Segment Financials

(in thousands) (unaudited)

Three Months Ended

March 31,

2026

2025

Net sales

Pekin Campus production:

Alcohol sales

$ 107,952

$ 107,234

Essential ingredient sales

43,993

44,618

Intersegment sales

262

297

Total Pekin Campus sales

152,207

152,149

Marketing and distribution:

Alcohol sales

$ 47,326

$ 49,058

Intersegment sales

2,450

2,506

Total marketing and distribution sales

49,776

51,564

Western production:

Alcohol sales

$ 16,680

$ 16,194

Essential ingredient sales

7,280

7,808

Intersegment sales

399

264

Total Western production sales

24,359

24,266

Corporate and other

1,449

1,628

Intersegment eliminations

(3,111 )

(3,067 )

Net sales as reported

$ 224,680

$ 226,540

Cost of goods sold:

Pekin Campus production

$ 144,021

$ 155,222

Marketing and distribution

46,037

47,650

Western production

25,502

25,524

Corporate and other

1,036

1,681

Intersegment eliminations

(1,135 )

(1,730 )

Cost of goods sold as reported

$ 215,461

$ 228,347

Gross profit (loss):

Pekin Campus production

$ 8,186

$ (3,073 )

Marketing and distribution

3,739

3,914

Western production

(1,143 )

(1,258 )

Corporate and other

413

(53 )

Intersegment eliminations

(1,976 )

(1,337 )

Gross profit (loss) as reported

$ 9,219

$ (1,807 )

Sales and Operating Metrics (unaudited)

(in thousands) (unaudited)

Three Months Ended

March 31,

2026

2025

Alcohol Sales (gallons in millions)

Pekin Campus renewable fuel gallons sold

31.2

32.6

Western production renewable fuel gallons sold

8.2

8.3

Third party renewable fuel gallons sold

23.5

24.4

Total renewable fuel gallons sold

62.9

65.3

Specialty alcohol gallons sold

23.0

24.3

Total gallons sold

85.9

89.6

Sales Price per Gallon

Pekin Campus

$ 2.00

$ 1.90

Western production

$ 2.03

$ 1.95

Marketing and distribution

$ 2.01

Average sales price per gallon

$ 2.00

$ 1.93

Alcohol Production (gallons in millions)

Pekin Campus

51.2

54.3

Western production

7.9

8.3

Total

59.1

62.6

Corn Cost per Bushel

Pekin Campus

$ 4.45

$ 4.65

Western production

$ 5.54

$ 5.95

Total

$ 4.58

$ 4.81

Sales and Operating Metrics (unaudited)

(in thousands) (unaudited)

Three Months Ended

March 31,

2026

2025

Average Market Metrics

PLATTS Ethanol price per gallon

$ 1.73

$ 1.71

CME Corn cost per bushel

$ 4.38

$ 4.72

Board corn crush per gallons (1)

$ 0.17

$ 0.02

Essential Ingredients Sold (thousand tons)

Pekin Campus:

Distillers grains

80.4

90.7

CO2

43.3

45.3

Corn wet feed

29.9

34.5

Corn dry feed

21.0

23.8

Corn oil and germ

18.1

19.6

Corn meal

9.5

9.4

Syrup and other

9.2

8.2

Yeast

6.1

6.4

Total Pekin Campus essential ingredients sold

217.5

237.9

Western production:

Distillers grains

60.1

58.1

CO2

12.8

12.6

Corn oil

0.8

1.4

Syrup and other

0.8

Total Western production essential ingredients sold

74.5

72.9

Total Essential Ingredients Sold

292.0

310.8

Essential ingredients return % (2)

Pekin Campus return

54.0 %

48.0 %

Western production return

49.9 %

49.0 %

Consolidated total return

53.4 %

48.2 %

(1) Assumes corn conversion of 2.80 gallons of alcohol per bushel of corn.

(2) Essential ingredients revenues as a percentage of total corn costs consumed.

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- Definition

Local phone number for entity.

+ References

No definition available.

+ Details

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- Definition

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.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 13e

-Subsection 4c

+ Details

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Balance Type:

Period Type:

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- Definition

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.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14d

-Subsection 2b

+ Details

Name:

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Namespace Prefix:

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Balance Type:

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- Definition

Title of a 12(b) registered security.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b

+ Details

Name:

dei_Security12bTitle

Namespace Prefix:

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Data Type:

dei:securityTitleItemType

Balance Type:

Period Type:

duration

- Definition

Name of the Exchange on which a security is registered.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection d1-1

+ Details

Name:

dei_SecurityExchangeName

Namespace Prefix:

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Data Type:

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Balance Type:

Period Type:

duration

- Definition

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.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14a

-Subsection 12

+ Details

Name:

dei_SolicitingMaterial

Namespace Prefix:

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Balance Type:

Period Type:

duration

- Definition

Trading symbol of an instrument as listed on an exchange.

+ References

No definition available.

+ Details

Name:

dei_TradingSymbol

Namespace Prefix:

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Data Type:

dei:tradingSymbolItemType

Balance Type:

Period Type:

duration

- Definition

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.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Securities Act

-Number 230

-Section 425

+ Details

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