AEMETIS, INC Stock Compensation Disclosure

2019 Stock Plan

The Aemetis, Inc. Amended and Restated 2019 Stock Plan (the “2019 Stock Plan”) allows our Board or delegated Board committee to grant Incentive Stock Options, Non-Statutory Stock Options, Stock Appreciation Rights, Restricted Stock, Restricted Stock Units, Performance Units, Performance Shares, and other stock or cash awards to employees, Directors, and consultants. The 2019 Stock Plan has a term of 10 years from the original approval date of April 25, 2019, and supersedes all prior stockholder approved plans with respect to new grants. Options issued under prior plans remain outstanding and exercisable according to their terms. The 2019 Stock Plan authorized a total pool of 4,558,621 shares as of July 1, 2021, including all outstanding option grants under all plans and all shares then available for issuance under the 2019 Stock Plan as of that date. Shares within this pool that expire or terminate unused become available for a subsequent grant. In addition, the number of shares available for issuance automatically increases on January 1 of each year by an amount equal to 4% of the sum of total common stock outstanding on January 1 and 2,541,823 shares.

Pursuant to the 2019 Stock Plan, we issued options to employees exercisable for   1.8 million shares of common stock during both years ended  December 31, 2025 and 2024, each with a 10-year term and 3-year vesting schedule. We issued 396 thousand shares and 428 thousand shares of restricted stock awards to Board members and officers during the years ended  December 31, 2025 and 2024, respectively, with a weighted average fair value on date of grant of $ 2.73 and $ 3.10 per share, respectively for those same time periods.  In 2025 and 2024, the common stock issuances included 28 thousand and 65 thousand shares issued to an executive and board members, respectively, to satisfy accrued payables due and  board fees due, and the cost for those shares is not included in stock-based compensation expense.

The following table summarizes activity under the 2019 Stock Plan during  2024 and 2025:

The following table summarizes vested and unvested option awards outstanding as of December 31, 2025 and 2024:

Note 1: Intrinsic value based on the $1.39 and $2.69 closing price of Aemetis, Inc. common stock on December 31, 2025 and 2024 , respectively, as reported on the NASDAQ Exchange.

Stock-based Compensation Expense

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

For the years ended December 31, 2025 and 2024, we recorded stock-based compensation expense in the amount of $5.8 million, and $8.3 million, respectively. As of December 31, 2025, we had $ 3.9 million of total unrecognized compensation expense for option issuance that we will amortize over the remaining vesting period of each individual option grant. The outstanding unvested options have a remaining weighted average vesting term of 1.7 years.