Aemetis (AMTX) Proxy Filing summary

Executive summary

• Special Meeting scheduled for February 18, 2026, to vote on three key proposals regarding capital structure amendments and meeting adjournment authority.

• Board unanimously recommends approval of all proposals to align capital structure with current needs and support future growth.

• Forward-looking statements highlight the intent to use additional authorized shares for operational funding, strategic initiatives, and talent retention.

Voting matters and shareholder proposals

• Proposal 1: Decrease authorized preferred stock from 65,000,000 to 5,000,000 shares.

• Proposal 2: Increase authorized common stock from 80,000,000 to 140,000,000 shares.

• Proposal 3: Authorize adjournment of the meeting to solicit additional proxies if needed.

• Board recommends voting "FOR" all proposals; each requires a majority vote of outstanding shares or shares present, depending on the proposal.

• Stockholder proposals for the 2026 Annual Meeting must be submitted by December 2, 2025.

Board of directors and corporate governance

• Board is responsible for soliciting proxies and has engaged Broadridge and D.F. King for distribution and solicitation.

• No additional compensation for directors, officers, or employees participating in proxy solicitation.

• Board members and executive officers have an interest in Proposal 2 due to equity incentive plans.