{"url_path":"/sec/alto/8-k/2026-06-23/item-5-02","section_key":"item-5-02","section_title":"Item 5.02 ****Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers;","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-06-23","source_url":"https://www.sec.gov/Archives/edgar/data/778164/0001213900-26-071111-index.html","accession_number":"0001213900-26-071111","cik":"0000778164","ticker":"ALTO","issuer_name":"Alto Ingredients, Inc.","edgar_url":"https://www.sec.gov/Archives/edgar/data/778164/0001213900-26-071111-index.html","primary_entity_key":"0000778164","primary_entity_name":"Alto Ingredients, Inc."},"word_count":341,"has_tables":true,"body_markdown":"**Item 5.02.****Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers;\nCompensatory Arrangements of Certain Officers.**\n\n \n\n(e) On\nJune 23, 2026, at the 2026 Annual Meeting of Stockholders of Alto Ingredients, Inc. (the “Company”), the Company’s stockholders\napproved the Alto Ingredients, Inc. 2026 Omnibus Incentive Plan (the “2026 Plan”). The 2026 Plan was previously approved by\nthe Company’s Board of Directors, subject to stockholder approval.\n\n \n\nThe 2026 Plan provides for\nthe grant of equity and equity-based awards, including stock options (which may be incentive stock options or nonqualified stock options),\nstock appreciation rights, restricted stock, restricted stock units, performance-based awards and other share-based and cash-based awards,\nto officers, non-employee directors, employees, consultants and advisors of the Company and its subsidiaries, including the Company’s\nnamed executive officers. The 2026 Plan is administered by the Compensation Committee of the Board of Directors, which has discretion\nto determine the individuals who receive awards, the types and amounts of awards granted, and the terms and conditions of such awards\n(including any performance goals). The maximum number of shares of the Company’s common stock that may be issued under the 2026\nPlan is 7,000,000 shares, subject to adjustment for certain corporate events as described in the 2026 Plan. Unless earlier terminated\nin accordance with its terms, the 2026 Plan will remain in effect until June 23, 2036.\n\n \n\nThe foregoing description\nof the 2026 Plan does not purport to be complete and is qualified in its entirety by reference to the complete text of the 2026 Plan and\nthe more detailed description of the 2026 Plan contained in the Company’s definitive proxy statement for the 2026 Annual Meeting\nof Stockholders, filed with the Securities and Exchange Commission on April 30, 2026 (the “Proxy Statement”), under the caption\n“Proposal Three – Approval of 2026 Omnibus Incentive Plan – Summary of the 2026 Plan,” each of which is incorporated\nherein by reference. A copy of the 2026 Plan is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by\nreference."}