2019 Stock Plan

The Aemetis, Inc. Amended and Restated 2019 Stock Plan (the “2019 Stock Plan”) allows our Board of Directors 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. During the six months ended June 30, 2025, we issued stock options to employees exercisable for 1.8 million shares, issued 368 thousand shares of stock to members of our Board of Directors as compensation, and 29 thousand shares to an executive officer in lieu of cash compensation. The following table summarizes activity under the 2019 Stock Plan during the six months ending June 30, 2025:

Inducement Equity Plan

In March 2016, the Board of Directors approved an Inducement Equity Plan authorizing the issuance of non-statutory options for the purchase of up  100,000 shares of common stock. This plan was not approved by stockholders so it is available only for grants to prospective employees. As of June 30, 2025, there are no option grants outstanding under the Inducement Equity Plan.

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 on 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.

The weighted average fair value calculations for the options granted during the  six months ended June 30, 2025 and 2024, are based on the following assumptions:

During the  six months ended June 30, 2025 and 2024, we granted  396 thousand and  364 thousand shares of common stock under the 2019 Stock Plan, respectively, with a fair value on date of grant of  $2.73 and $3.10, respectively, per share.

As of  June 30, 2025, we had $6.0 million of total unrecognized compensation expense for option issuances, which we will amortize over the remaining vesting period for each applicable grant, which has a weighted average of  1.99 years as of June 30, 2025.