Material Agreement (Form 8-K)

Item 1.01 Entry into a Material Definitive Agreement.

On October 15, 2025, Aemetis Biogas LLC ("ABGL"), a subsidiary of Aemetis, Inc., entered into an agreement, effective as of August 31, 2025, entitled Tenth Waiver and Amendment to Series A Preferred Unit Purchase Agreement ("PUPA Tenth Amendment"), with Protair-X Technologies Inc. ("Holder") and Third Eye Capital Corporation, as agent for the Holder. The Holder owns 100% of the Series A Preferred Units of ABGL (the "Preferred Units") pursuant to the original Series A Preferred Unit Purchase Agreement dated December 20, 2018, and its subsequent amendments. The PUPA Tenth Amendment provides, among other provisions, (i) an extension of ABGL's existing requirement to redeem all of the Holder's outstanding Series A Preferred Units from August 31, 2025, to December 31, 2025 (the "Redemption Date"), and (ii) a modification to the aggregate redemption price to $118.8 million, which includes a $2 million fee increase for the PUPA Tenth Amendment. The PUPA Tenth Amendment further provides that if ABGL does not redeem the Preferred Units by the Redemption Date, ABGL will enter into a credit agreement with Protair-X and Third Eye Capital, in substantially the form attached to the PUPA Tenth Amendment (the "Credit Agreement"), which entry would satisfy ABGL's redemption obligation. Once the Credit Agreement is entered, its key terms would include: (i) an effective date of January 1, 2026, (ii) a maturity date of September 1, 2026, (iii) accruing interest at a rate equal to the greater of 16.0% and the prime rate plus 10.0%, (iv) a requirement for Aemetis, Inc. and several of its subsidiaries (the "Guarantors") to guarantee ABGL's obligations, and (v) a grant of a security interest in the assets of ABGL and the Guarantors.

The foregoing summary of the material terms of the PUPA Tenth Amendment is qualified in its entirety by reference to the full text of the agreement filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.