What changed in this filing

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Item 1A. Risk Factors

2026-03-13 compared with 2025-03-13 · 339 added, 337 removed, 327 unchanged (67% of the section changed)

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Prices and supplies are subject to and determined by numerous market and other forces over which

we have no control, such as inclement or favorable weather, domestic and global demand, supply excesses or shortages, export conditions,

inflationary conditions, global geopolitical tensions and various governmental policies in the United States and throughout the world.

we have no control, such as inclement or favorable weather, domestic and global demand, supply excesses or shortages, import and export

conditions (including tariffs), inflationary conditions, global geopolitical tensions and various governmental policies in the United

States and throughout the world.

Price volatility of corn, natural gas and other

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alcohols, and may seek to renegotiate prices under those contracts during periods of falling prices or high price volatility.

Historically, the spread between corn and

fuel-grade ethanol prices has fluctuated significantly.

Historically, the spread between corn and fuel-grade

ethanol prices has fluctuated significantly.

Fluctuations are likely to continue to occur.

A sustained negative or narrow

spread, whether as a result of sustained high or increased corn prices or sustained low or decreased alcohol or essential ingredient

prices, would adversely affect our results of operations and financial condition.

Revenues from sales of alcohols, particularly

fuel-grade ethanol, and essential ingredients have in the past and could in the future decline below the marginal cost of

production, which have in the past and may again in the future force us to suspend production, particularly fuel-grade ethanol

production, at some or all of our facilities.

For example, we hot-idled our Magic Valley facility in early 2023 due to unfavorable

market conditions and again hot-idled our Magic Valley facility in early 2024 in part due to unfavorable market conditions and to

expedite the installation of additional equipment needed to achieve the intended production rate, quality and consistency from the

corn oil and high protein system at the facility.

We restarted the Magic Valley facility in July 2024, but due to challenging market

economics, we cold-idled the plant at the end of 2024.

A sustained negative or narrow spread, whether

as a result of sustained high or increased corn prices or sustained low or decreased alcohol or essential ingredient prices, would adversely

affect our results of operations and financial condition.

Revenues from sales of alcohols, particularly fuel-grade ethanol, and essential

ingredients have in the past and could in the future decline below the marginal cost of production, which have in the past and may again

in the future force us to suspend production, particularly fuel-grade ethanol production, at some or all of our facilities.

we hot-idled our Magic Valley facility in early 2023 due to unfavorable market conditions and again hot-idled our Magic Valley facility

in early 2024 in part due to unfavorable market conditions and to expedite the installation of additional equipment needed to achieve

the intended production rate, quality and consistency from the corn oil and high protein system at the facility.

We restarted the Magic

Valley facility in July 2024, but due to challenging market economics, we cold-idled the plant at the end of 2024, which remains idled.

In addition, some of our fuel-grade ethanol marketing

and distribution activities will likely be unprofitable in a market of generally declining prices due to the nature of our business.

For example, to satisfy customer demand, we maintain certain quantities of fuel-grade ethanol inventory for subsequent resale.

we procure much of our fuel-grade ethanol inventory outside of contracted third-party marketing and distribution arrangements and therefore

must buy fuel-grade ethanol at a price established at the time of purchase and sell fuel-grade ethanol at an index price established

later at the time of sale that is generally reflective of movements in the market price of fuel-grade ethanol.

As a result, our margins

for fuel-grade ethanol sold in these transactions generally decline and may turn negative as the market price of fuel-grade ethanol declines.

and distribution activities for third-party gallons will likely be unprofitable in a market of generally declining prices due to the

nature of our business.

For example, to satisfy customer demand, we maintain certain quantities of fuel-grade ethanol inventory for subsequent

When quantities in excess of our own production are needed to meet customer demand, we procure fuel-grade ethanol from third

parties and therefore must buy fuel-grade ethanol at a price established at the time of purchase and sell fuel-grade ethanol at an index

price established later at the time of sale that is generally reflective of movements in the market price of fuel-grade ethanol.

result, our margins for fuel-grade ethanol sold in these transactions generally decline and may turn negative as the market price of

fuel-grade ethanol declines.

We can provide no assurances that corn, natural

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Fuel-grade ethanol prices, as reported by the Chicago Mercantile Exchange,

ranged from $1.38 to $2.12 per gallon in 2024, from $1.58 to $2.67 per gallon in 2023 and from $2.00 to $2.88 per gallon in 2022.

addition, even under longer-term, fixed-price contracts for our specialty alcohols, our customers may seek to renegotiate prices under

those contracts during periods of falling prices or high price volatility.

Fluctuations in the prices of our products may cause our results

of operations to fluctuate significantly.

ranged from $1.57 to $2.07 per gallon in 2025, $1.38 to $2.12 per gallon in 2024 and from $1.58 to $2.67 per gallon in 2023.

even under longer-term, fixed-price contracts for our specialty alcohols, our customers may seek to renegotiate prices under those contracts

during periods of falling prices or high price volatility.

Fluctuations in the prices of our products may cause our results of operations

to fluctuate significantly.

We may engage in hedging transactions and other risk

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input and product price volatility, in particular, corn and natural gas costs and fuel-grade ethanol prices, we may enter into contracts

to purchase a portion of our corn or natural gas requirements on a forward basis or fix the sale price of portions of our alcohol production.

In addition, we may engage in other hedging transactions involving exchange-traded futures contracts for corn, natural gas and unleaded

gasoline from time to time.

The financial statement impact of these activities is dependent upon, among other things, the prices involved

and our ability to sell sufficient products to use all of the corn and natural gas for which forward commitments have been made.

recognized losses in the past, and may suffer losses in the future, from our hedging arrangements.

For example, for the year ended December

31, 2023, we recognized net losses of $8.0 million related to the change in the fair values of hedging contracts.

to purchase a portion of our corn or natural gas requirements on a forward basis or to lock in the premium to fuel-grade ethanol market

prices on portions of our alcohol production.

In addition, we may engage in other hedging transactions involving exchange-traded futures

contracts for corn, natural gas and unleaded gasoline from time to time.

The financial statement impact of these activities is dependent

upon, among other things, the prices involved and our ability to sell sufficient products to use all of the corn and natural gas for

which forward commitments have been made.

We have recognized losses in the past, and may suffer losses in the future, from our hedging

arrangements.

For example, for the year ended December 31, 2023, we recognized net losses of $8.0 million related to the aggregate change

in the fair values of hedging contracts.

Hedging arrangements also expose us to the risk

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which slowed the delivery of fuel-grade ethanol and/or corn by rail to and from our facilities.

For example, in the first quarter of 2024, extreme

cold weather conditions in January at our Pekin Campus restricted barge deliveries and increased standby fees.

To manage inventory levels,

we transported more product by rail, a higher cost mode of transportation.

Cold weather conditions also required us to shift to lower

margin feed products and reduced our production rates across our Pekin Campus, hindering our ability to produce specialty alcohol at

full capacity.

In the third quarter of 2023 we experienced unusually high unscheduled production downtime for repairs and maintenance

which reduced sales volumes and profits.

In 2022, a lightning strike at the utility servicing our Pekin Campus disrupted our operations,

cutting power to our facilities and materially affecting our production, resulting in unexpected repair and maintenance costs, lost production

and degradation in the quality of work-in-progress inventories.

For example, in late April 2025, during a period

of rapidly rising river levels, our loadout dock at our Pekin Campus was damaged, negatively impacting production and logistics, and

requiring our use of more costly third-party river transload vendors to minimize business interruption.

In addition, in the first quarter

of 2024, extreme cold weather conditions in January at our Pekin Campus restricted barge deliveries and increased standby fees.

inventory levels, we transported more product by rail, a higher cost mode of transportation.

Cold weather conditions also required us

to shift to lower margin feed products and reduced our production rates across our Pekin Campus, hindering our ability to produce specialty

alcohol at full capacity.

In the third quarter of 2023 we experienced unusually high unscheduled production downtime for repairs and

maintenance which reduced sales volumes and profits.

Disruptions in production or distribution, whether

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For example, we recognized asset impairments

of $24.8 million and $6.5 million for the years ended December 31, 2024 and 2023, respectively.

We may recognize additional impairments

of the values of our long-lived assets in the future based on then-prevailing financial and other circumstances.

Impairments of our long-lived

assets may materially and adversely affect our results of operations.

of $0.8 million, $24.8 million and $6.5 million for the years ended December 31, 2025, 2024 and 2023, respectively.

We may recognize

additional impairments of the values of our long-lived assets in the future based on then-prevailing financial and other circumstances.

Impairments of our long-lived assets may materially and adversely affect our results of operations.

Our alcohol production relies on traditional corn-based

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competitive or even obsolete, materially and adversely harming our business.

We produce our alcohols from corn.

Moreover, our

plants are constructed and operate primarily as corn-based alcohol production facilities.

We produce our alcohols from corn and our plants

are constructed and operate primarily as corn-based alcohol production facilities.

Competitors and other third parties have undertaken

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adverse inflationary impacts on our budgets and expenses for many of our in-process and planned capital projects.

Inflation and its negative

impacts could escalate in future periods.

Even if inflation stabilizes or abates, the prices of key production inputs, wages and other

costs of labor, equipment, services, and other business expenses, and for our capital projects, will likely remain at elevated levels.

Inflation, including

through tariffs, and its negative impacts could escalate in future periods.

Even if inflation stabilizes or abates, the prices of key

production inputs, wages and other costs of labor, equipment, services and other business expenses, and for our capital projects, will

likely remain at elevated levels.

We may not be able to include these additional costs in the prices of the products we sell.

As a result, inflation and sustained higher

prices may have a material adverse effect on our results of operations and financial condition.

inflation and sustained higher prices may have a material adverse effect on our results of operations and financial condition.

Climate change, and governmental regulations aimed

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including the following:

is one of our key production inputs;

water resource limitations may result from drought and

other inclement weather;

water resource limitations may also result from rationing and other

governmental regulations limiting water use;

water temperatures due to increased global or regional temperatures may negatively affect

production efficiencies due to water temperature production requirements given the limited

cooling capacities of our older facilities;

and other inclement weather may negatively affect our river access, other transportation

logistics and costs, and storage requirements;

overall increase in energy costs will negatively impact our production costs generally and

may critically impact certain high energy-intensive production technologies, such as our

wet milling and multiple distillation processes for the highest quality specialty alcohols;

and market transition away from combustion fuels and fuel-grade ethanol blending may threaten

the viability of our renewable fuels business;

and regulatory burdens associated with governmental regulations that limit or tax greenhouse

gas emissions, such as CO 2 , from alcohol production and distribution, or from

truck transport and packaging associated with Eagle Alcohol’s business and use of drums

and totes, will negatively impact us.

● water is one of our

key production inputs;

water resource limitations may result from drought and other inclement

water resource limitations may also result from rationing and other governmental

regulations limiting water use;

● higher water temperatures

due to increased global or regional temperatures may negatively affect production efficiencies

due to water temperature production requirements given the limited cooling capacities of

our older facilities;

● flooding and other

inclement weather may negatively affect our river access, other transportation logistics

and costs, and storage requirements;

● an overall increase

in energy costs will negatively impact our production costs generally and may critically

impact certain high energy-intensive production technologies, such as our wet milling and

multiple distillation processes for the highest quality specialty alcohols;

● regulatory and market

transition away from combustion fuels and fuel-grade ethanol blending may threaten the viability

of our renewable fuels business;

● costs and regulatory

burdens associated with governmental regulations that limit or tax greenhouse gas emissions,

such as CO 2 , from alcohol production and distribution, will negatively impact

New legislation in the United States to address

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operating cash flow in the past.

For example, for the years ended December 31, 2024, 2023 and 2022, we incurred consolidated net losses

of approximately $59.0 million, $28.0 million and $41.6 million, respectively.

For the year ended December 31, 2024, we incurred negative

operating cash flow of $3.5 million.

For example, for the years ended December 31, 2024 and 2023, we incurred consolidated net losses of

approximately $59.0 million and $28.0 million, respectively.

For the year ended December 31, 2024, we incurred negative operating cash

flow of $3.5 million.

We may incur losses and negative operating cash flow in the future.

We expect to rely on cash on

hand, cash, if any, generated from our operations, borrowing availability under our lines of credit and proceeds from our future financing

activities, if any, to fund all of the cash requirements of our business.

Additional losses and negative operating cash flow may hamper

our operations and impede us from expanding our business.

We are engaged in multiple capital improvement projects.

These projects, and their financing, costs, timing and effects, are based on our plans, expectations and various assumptions that may

not eventuate.

We may therefore be unable to timely achieve, or achieve at all, the results we expect, including as to projected additional

EBITDA and Adjusted EBITDA.

We are engaged in multiple capital improvement

projects to diversify and enhance our revenue streams and to expand margins and profitability by reducing costs.

These projects have

different timelines, returns on investment and risk profiles.

In addition, we must raise significant additional capital to complete some

of our projects, including our CCS project.

Our expected financial and other results from these projects are based on assumptions around

many factors, including their costs, timing, operation and market prices prevailing at project completion and thereafter, as well as

tax and other favorable environmental attributes associated with low carbon alcohol that may accrue to our benefit.

For example, our

assumptions around the anticipated results of our CCS project rely heavily on the tax benefits that may accrue to us under the Inflation

Reduction Act of 2022 as well as other favorable environmental attributes associated with carbon capture and storage and low carbon alcohol

These tax and other benefits may change, including as a result of new or repealed laws, new administrations and the implementation

or interpretation of existing laws, or the exhaustion of funds or benefits available under a particular program.

For example, in January

2025, the new administration suspended all Inflation Reduction Act spending for 90 days.

In addition, certain provisions of the Inflation

Reduction Act lack proposed or final regulations and guidance.

Regulators could issue new regulations or guidance that significantly

narrows the application of clean energy tax incentives, and could even defer or withdraw regulations, which could materially and adversely

affect the economic outcome of our CCS project.

We can provide no assurances that any particular benefit will be available to us upon

completion of our CCS project, or thereafter, or any other capital improvement project.

Capital improvement projects require significant

outlays of capital and are often subject to material execution risks and delays.

Our CCS project in particular requires Environmental

Protection Agency, or EPA, approval but the EPA’s own projected timeline for approval has lengthened and may lengthen further.

We may have insufficient financial resources, and we may be unable to raise sufficient capital, to complete our projects timely or at

Although we intend to use reputable third-party contractors with expertise in their fields to implement our projects, adverse conditions

and events as well as delays in capital projects are not uncommon.

Moreover, the projects’ interaction with existing processes

may result in the degradation of other plant operations.

For example, operation of our corn oil and high protein system at our Magic

Valley facility previously resulted in inconsistent product quality and degraded other operations at the plant, including production

In the past, we have extended our expected completion dates for various projects and, as circumstances require, may have to do

In addition, our CCS project may be adversely

affected by the SAFE CCS Act or the United States Supreme Court’s decision in the case of Chevron U.S.A., Inc.

Natural Resources

Defense Council, Inc., or both, as discussed below.

The timing and economics of our CCS project may also be adversely affected by new

rules proposed by the U.S.

Department of Transportation’s Pipeline and Hazardous Materials Safety Administration that impose stronger

standards for CO 2 pipelines and establish new standards for transporting CO 2 in a gaseous state via pipeline, adding

additional requirements and costs to the project.

We expect to rely on cash on hand, cash, if

any, generated from our operations, borrowing availability under our lines of credit and proceeds from our future financing activities,

if any, to fund all of the cash requirements of our business.

Additional losses and negative operating cash flow may hamper our operations

and impede us from expanding our business.

We are engaged in multiple capital improvement initiatives

and projects.

These initiatives and projects, and their financing, costs, timing and effects, are based on our plans, expectations and

various assumptions that may not eventuate.

We may therefore be unable to timely achieve, or achieve at all, the results we expect.

are engaged in multiple capital improvement initiatives and projects to diversify and enhance our revenue streams and to expand margins

and profitability by reducing costs.

These initiatives and projects have different timelines, returns on investment and risk profiles,

including regulatory risks.

In addition, we may have to raise significant additional capital to complete some of our initiatives and

Our expected financial and other results from these initiatives and projects are based on assumptions around many factors,

including their costs, timing, operation and market prices prevailing at project completion and thereafter, as well as tax and other

favorable environmental attributes associated with low carbon alcohol that may accrue to our benefit.

These tax and other benefits may

change, including as a result of new or repealed laws, new administrations and the implementation or interpretation of existing laws,

or the exhaustion of funds or benefits available under a particular program.

For example, in January 2025, the new administration suspended

all Inflation Reduction Act spending for 90 days.

In addition, certain provisions of the Inflation Reduction Act lack proposed or final

regulations and guidance.

Regulators could issue new regulations or guidance that significantly narrows the application of clean energy

tax incentives, and could even defer or withdraw regulations, which could materially and adversely affect the economic outcome of our

capital improvement initiatives and projects.

We can provide no assurances that any particular benefit will be available to us upon completion

of any capital improvement initiative or project.

We may have insufficient financial resources,

and we may be unable to raise sufficient capital, to complete our projects timely or at all.

Although we intend to use reputable third-party

contractors with expertise in their fields to implement our projects, adverse conditions and events as well as delays in capital projects

are not uncommon.

Moreover, the projects’ interaction with existing processes may result in the degradation of other plant operations.

For example, operation of our corn oil and high protein system at our Magic Valley facility previously resulted in inconsistent product

quality and degraded other operations at the plant, including production rates.

In the past, we have extended our expected completion

dates for various projects and, as circumstances require, may have to do so again.

We can provide no assurances that our projects

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We also can provide no assurances that our project assumptions

will reflect prevailing future conditions or that our projects will achieve the results we expect, including as to projected additional

EBITDA and Adjusted EBITDA.

Failure to achieve our expected results may have a material adverse effect on our business, financial condition

and results of operations.

will reflect prevailing future conditions or that our projects will achieve the results we expect.

Failure to achieve our expected results

may have a material adverse effect on our business, financial condition and results of operations.

We regularly incur significant expenses to repair,

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maintain and upgrade our production facilities and operating equipment, estimated at an average of $30.0 million per year.

$35.0 million of these expenses for 2024.

The machines and equipment we use to produce our alcohols and essential ingredients are complex,

have many parts, and some operate on a continuous basis.

We must perform routine equipment maintenance and must periodically replace

a variety of parts such as motors, pumps, pipes and electrical parts, and engage in other repairs.

In addition, our production facilities

require periodic shutdowns to perform major maintenance and upgrades.

Our production facilities also occasionally require unscheduled

shutdowns to perform repairs.

For example, we completed our biennial wet mill outage at our Pekin Campus in Spring 2024.

was offline for ten days, which negatively impacted sales and margins for the second quarter.

In the first quarter of 2024, production

at our Colombia facility was hampered by equipment issues that extended the facility’s regularly scheduled outage.

quarter of 2023 we experienced unusually high unscheduled production downtime for repairs and maintenance at our Pekin Campus which reduced

sales volumes and increased losses.

These scheduled and unscheduled shutdowns result in lower sales and increased costs in the periods

during which a shutdown occurs and could result in unexpected operational issues in future periods resulting from changes to equipment

and operational and mechanical processes made during shutdown.

For the years

ended December 31, 2025, 2024 and 2023, we incurred $30.1 million, $34.6 million and $29.5 million, respectively.

The machines and equipment

we use to produce our alcohols and essential ingredients are complex, have many parts, and some operate on a continuous basis.

perform routine equipment maintenance and must periodically replace a variety of parts such as motors, pumps, pipes and electrical parts,

and engage in other repairs.

In addition, our production facilities require periodic shutdowns to perform major maintenance and upgrades.

Our production facilities also occasionally require unscheduled shutdowns to perform repairs.

For example, we completed our biennial

wet mill outage at our Pekin Campus in Spring 2024.

The wet mill was offline for ten days, which negatively impacted sales and margins

for the second quarter.

In the first quarter of 2024, production at our Columbia facility was hampered by equipment issues that extended

the facility’s regularly scheduled outage.

In the third quarter of 2023 we experienced unusually high unscheduled production downtime

for repairs and maintenance at our Pekin Campus which reduced sales volumes and increased losses.

These scheduled and unscheduled shutdowns

result in lower sales and increased costs in the periods during which a shutdown occurs and could result in unexpected operational issues

in future periods resulting from changes to equipment and operational and mechanical processes made during shutdown.

We may be unable to qualify for and receive anticipated

Section 45Z tax credit benefits available to low carbon fuel producers.

Section 45Z of the Inflation Reduction Act of

2022 provides a technology-neutral tax credit for the production of “clean fuel” that is produced in the United States and

sold to an unrelated person during calendar years 2025 through 2029, with the amount of the credit determined in part by the fuel’s

carbon intensity relative to a statutory baseline.

We currently expect our Columbia plant and our Pekin Campus dry mill to be eligible

to apply for and claim Section 45Z tax credits with respect to qualifying fuel they produce and sell.

Our ability to qualify for and

receive these tax credits will depend on, among other things, our ability to produce qualifying low carbon fuel in anticipated volumes,

to achieve and document the carbon intensity levels required under Section 45Z and applicable Treasury and IRS guidance, and to comply

with related registration, measurement, reporting and substantiation requirements.

If we are unable to produce low carbon fuel in anticipated

amounts (including as a result of plant outages or other operational issues), if our fuels do not achieve the required or expected carbon

intensities under the applicable carbon intensity methodology, or if we fail to satisfy applicable tax, regulatory, or documentation

requirements, we may be unable to qualify for and receive Section 45Z tax credits in the amounts we currently anticipate, or at all,

which could materially and adversely affect our results of operations and financial condition.

In addition, Section 45Z is scheduled

to be available only for qualifying fuel produced and sold from January 1, 2025 through December 31, 2029, and there can be no assurance

that Congress will extend or replace this credit.

Our indebtedness may expose us to risks that could

negatively impact our business, prospects, liquidity, cash flows and results of operations.

We have incurred, and anticipate incurring additional,

substantial indebtedness for our capital improvement projects.

We have incurred substantial indebtedness for our capital improvement projects.

We expect that these projects, when completed, will generate financial

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In addition, our indebtedness could:

it more difficult to repay or refinance our indebtedness if it becomes due during adverse

economic and industry conditions;

in adverse consequences due to a breach of our financial or other covenants and obligations

in favor of our lenders;

our flexibility to pursue strategic opportunities or react to changes in our business and

the industries in which we operate and, consequently, place us at a competitive disadvantage

to our competitors who have less debt;

a substantial portion of our cash flows from operations for debt service payments, thereby

reducing the availability of our cash flows to fund working capital, additional capital expenditures,

● require a substantial

portion of our cash flows from operations for debt service payments, thereby reducing the

availability of our cash flows to fund working capital, additional capital expenditures,

acquisitions, dividend payments and for other general corporate purposes;

our ability to procure additional financing for working capital or other purposes.

make it more difficult

to repay or refinance our indebtedness if it becomes due during adverse economic and industry

● limit our flexibility

to pursue strategic opportunities or react to changes in our business and the industries

in which we operate and, consequently, place us at a competitive disadvantage to our competitors

who have less debt;

● limit our ability to

procure additional financing for working capital or other purposes;

● result in adverse consequences

due to a breach of our financial or other covenants and obligations in favor of our lenders.

Our ability to generate operating results and

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Federal and state income tax laws impose restrictions

on our use of net operating loss, or NOL, and tax credit carryforwards in the event that an “ownership change” occurs for

tax purposes, as defined by section 382 of the Internal Revenue Code, or Code.

In general, an ownership change occurs when stockholders

owning 5% or more of a corporation entitled to use NOL or other loss carryforwards have increased their ownership by more than 50 percentage

points during any three-year period.

The annual base limitation under section 382 of the Code is calculated by multiplying the corporation’s

value at the time of the ownership change by the greater of the long-term tax-exempt rate determined by the Internal Revenue Service

in the month of the ownership change or the two preceding months.

Our ability to utilize our NOL and other loss carryforwards may be

substantially limited.

These limitations could result in increased future tax obligations, which could have a material adverse effect

on our financial condition and results of operations.

on our ability to use net operating loss, or NOL, and tax credit carryforwards if an “ownership change” occurs for tax purposes,

as defined in Section 382 of the Internal Revenue Code, or Code.

In general, an ownership change occurs when one or more stockholders

each owning 5% or more of a corporation entitled to use NOL or other loss carryforwards have increased their ownership by more than 50

percentage points during any three-year period.

The annual base limitation under section 382 of the Code is calculated by multiplying

the corporation’s value at the time of the ownership change by the greater of the long-term tax-exempt rate determined by the Internal

Revenue Service in the month of the ownership change or the two preceding months.

As a result, our ability to utilize our NOL and other

loss carryforwards may be substantially limited.

Any such limitation could result in increased future tax obligations, which could have

a material adverse effect on our financial condition and results of operations.

Risks Related to Legal and Regulatory Matters

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damages, criminal sanctions, permit revocations and/or production facility shutdowns.

In addition, we have made, and expect to make,

significant capital expenditures on an ongoing basis to comply with increasingly stringent environmental laws, regulations and permits.

We may be liable for the investigation and cleanup

of environmental contamination at each of our production facilities and at off-site locations where we arrange for the disposal of hazardous

substances or wastes.

If these substances or wastes have been or are disposed of or released at sites that undergo investigation and/or

remediation by regulatory agencies, we may be responsible under the Comprehensive Environmental Response, Compensation and Liability

Act of 1980, or other environmental laws for all or part of the costs of investigation and/or remediation, and for damages to natural

In addition, we have made, and expect to make, significant

capital expenditures on an ongoing basis to comply with increasingly stringent environmental laws, regulations and permits.

We may be liable for the

investigation and cleanup of environmental contamination at each of our production facilities and at off-site locations where we

arrange for the disposal of hazardous substances or wastes.

If these substances or wastes have been or are disposed of or released

at sites that undergo investigation and/or remediation by regulatory agencies, we may be responsible under the Comprehensive

Environmental Response, Compensation and Liability Act of 1980, or other environmental laws for all or part of the costs of

investigation and/or remediation, and for damages to natural resources.

For example, our Pekin Campus used coal as its primary

source of fuel for steam production until 2016.

We managed associated waste in part through a coal ash pond, an engineered

impoundment site used to store waste byproducts.

We operated the pond under an Illinois state operating permit that included a

special condition that any ash impoundments either be capped and closed in accordance with an Illinois EPA-approved closure plan or

Although we continue to operate pumps and maintain protocols under operating permit conditions, our permit has expired, has

not been renewed and we are in discussions with the Illinois EPA regarding a closure plan or other remediation.

The Illinois EPA

previously denied our closure plan for a beneficial re-use that would have utilized the ash as a structural fill.

continue to pursue a closure plan that would involve beneficial re-use, including potential uses such as grain storage,

cogeneration, CO 2 utilization, a hydrogen facility or other beneficial use, including third-party redevelopment, and that

may offset all or a significant portion of any cleanup costs, we can provide no assurance that the Illinois EPA will allow any

beneficial re-use and nor can we provide any assurance that the Illinois EPA will not mandate site cleanup, the costs of which,

while not estimable at this time, could be substantial and could have a material adverse effect on our business, financial condition

and results of operations.

We may also be subject to related claims by private parties alleging property damage and personal injury due to exposure to

hazardous or other materials at or from those properties.

Some of these matters may require us to expend significant amounts for investigation,

cleanup or other costs not covered by insurance.

In addition, new laws, new interpretations of

existing laws, increased governmental enforcement of environmental laws or other developments could require us to make significant additional

expenditures.

Continued government and public emphasis on environmental issues will likely result in increased future investments for

environmental controls at our production facilities.

Present and future environmental laws and regulations, and interpretations of those

laws and regulations, applicable to our operations, more vigorous enforcement policies and discovery of currently unknown conditions

may require substantial expenditures that could have a material adverse effect on our results of operations and financial condition.

The hazards and risks associated with producing

and transporting our products (including fires, natural disasters, explosions and abnormal pressures and blowouts) may also result in

personal injury claims or damage to property and third parties.

As protection against operating hazards, we maintain insurance coverage

against some, but not all, potential losses.

However, we could sustain losses for uninsurable or uninsured risks, or in amounts in excess

of existing insurance coverages.

Events that result in significant personal injury or damage to our property or third parties or other

losses that are not fully covered by insurance could have a material adverse effect on our results of operations and financial condition.

Our CCS project may be adversely affected

by the SAFE CCS Act and other Regulations.

The SAFE CCS Act was signed into law in Illinois

in July 2024.

We are pursuing at our Pekin Campus, located in Illinois, a CCS project that will require significant financial and personnel

Our CCS project is our most important ongoing capital improvement initiative.

The SAFE CCS Act establishes stringent safety,

financial and insurance requirements on CO 2 pipelines and imposes a moratorium on the construction of new CO 2 pipelines

until the U.S.

Department of Transportation’s Pipeline and Hazardous Materials Safety Administration finalizes its new safety rules

or July 1, 2026, whichever occur sooner.

The SAFE CCS Act will result in increased compliance and other requirements likely adding costs

and potentially adding time to complete our CCS project.

In January 2025, the U.S.

Department of Transportation’s Pipeline and Hazardous

Materials Safety Administration proposed new rules that impose stronger standards for CO 2 pipelines and establish new standards

for transporting CO 2 in a gaseous state via pipeline, adding additional requirements

and costs to the project.

We can provide no assurance that our CCS project will not be adversely affected by the SAFE CCS Act or other

regulations or that it will be financially viable in light of any new requirements and potential delays.

Some of these matters may require us to expend significant amounts for

investigation, cleanup or other costs not covered by insurance.

In addition, new laws, new interpretations of existing

laws, increased governmental enforcement of environmental laws or other developments could require us to make significant additional expenditures.

Continued government and public emphasis on environmental issues will likely result in increased future investments for environmental

controls at our production facilities.

Present and future environmental laws and regulations, and interpretations of those laws and regulations,

applicable to our operations, more vigorous enforcement policies and discovery of currently unknown conditions may require substantial

expenditures that could have a material adverse effect on our results of operations and financial condition.

The hazards and risks associated

with producing and transporting our products (including fires, natural disasters, explosions and abnormal pressures and blowouts) may

also result in personal injury claims or damage to property and third parties.

As protection against operating hazards, we maintain insurance

coverage against some, but not all, potential losses.

However, we could sustain losses for uninsurable or uninsured risks, or in amounts

in excess of existing insurance coverages.

Events that result in significant personal injury or damage to our property or third parties

or other losses that are not fully covered by insurance could have a material adverse effect on our results of operations and financial

We may be adversely affected by food and drug laws

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insurance coverages.

Events that result in significant personal injury or other losses that are not fully covered by insurance could

have a material adverse effect on our results of operations and financial condition.

The United States fuel-grade ethanol industry is

highly dependent upon various federal and state laws and regulations and any changes in or reinterpretations of those laws or regulations

could have a material adverse effect on our results of operations, cash flows and financial condition.

The domestic market for fuel-grade ethanol is

significantly impacted by federal mandates for volumes of renewable fuels (such as ethanol) required to be blended with gasoline.

demand for fuel-grade ethanol will largely depend on incentives to blend ethanol into motor fuels, including the price of ethanol relative

to the price of gasoline, the relative octane value of ethanol, constraints on the ability of vehicles to use higher ethanol blends,

and the EPA’s, established volumes from time to time, small refinery waivers, and other applicable environmental requirements.

Events that result in significant personal injury or other losses that are not fully covered by insurance could have

a material adverse effect on our results of operations and financial condition.

The United States fuel-grade ethanol industry is highly

dependent upon various federal and state laws and regulations and any changes in or reinterpretations of those laws or regulations could

have a material adverse effect on our results of operations, cash flows and financial condition.

The domestic market for fuel-grade ethanol is significantly

impacted by federal mandates for volumes of renewable fuels (such as ethanol) required to be blended with gasoline.

Future demand for

fuel-grade ethanol will largely depend on incentives to blend ethanol into motor fuels, including the price of ethanol relative to the

price of gasoline, the relative octane value of ethanol, constraints on the ability of vehicles to use higher ethanol blends, and the

EPA’s established volumes from time to time, small refinery waivers, and other applicable environmental requirements.

The EPA has implemented the Renewable Fuel Standard

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that must be blended into motor fuels consumed in the United States.

The EPA finalized mandatory volumes of 15.0 billion gallons for

each of 2023, 2024, and 2025 of conventional renewable fuels, or corn-based fuel-grade ethanol, which could decline in future years.

The EPA may issue small refinery waivers, in full

or in part, to reduce or eliminate annual renewable fuel volume requirements for small refineries that process fewer than 75,000 barrels

of petroleum daily.

In the past, the EPA has issued small refinery waivers that have materially and adversely affected overall demand

for and the price of fuel-grade ethanol.

Court of Appeals for the Fifth Circuit, in the fourth quarter of 2023, struck down

the EPA’s decision to deny numerous small refinery waivers, finding that the EPA’s denials were impermissibly retroactive,

contrary to law and counter to evidence in the litigation record.

Accordingly, small refinery waivers from the EPA may be more likely

in the future and could again materially and adversely affect overall demand for and the price of fuel-grade ethanol.

The EPA finalized mandatory volumes of 15 billion gallons for each

of 2025, 2024 and 2023 of conventional renewable fuels, or corn-based fuel-grade ethanol, and has proposed mandatory volumes of 15 billion

gallons for each of 2026 and 2027, which could decline for those or other future years.

The EPA may grant small refinery exemptions, in

whole or in part, that reduce or eliminate annual RFS volume obligations for small refineries, which are defined as refineries with an

average aggregate daily crude oil throughput not exceeding 75,000 barrels.

If granted, these exemptions can remove the affected refinery’s

gasoline and diesel from applicable RFS percentage standards for the relevant compliance year.

In the past, the EPA has granted small

refinery exemptions that have materially and adversely affected overall demand for and the price of fuel-grade ethanol.

of Appeals for the Fifth Circuit, in November 2023, struck down the EPA’s decision to deny numerous small refinery exemption petitions,

holding that the EPA’s denials were impermissibly retroactive, contrary to law and counter to evidence in the litigation record.

In light of that decision and recent EPA actions granting full or partial exemptions to a substantial number of petitions, small refinery

exemptions may continue to be granted at elevated levels, which could materially and adversely affect overall demand for, and the price

of, fuel-grade ethanol.

Various bills in Congress introduced from time

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views of corn-based ethanol production gain broader acceptance, support for existing measures promoting use and domestic production of

corn-based ethanol as a fuel additive could decline, leading to a reduction or repeal of federal ethanol usage mandates, which would

materially and adversely affect the demand for fuel-grade ethanol.

These views could also negatively impact public perception of the

fuel-grade ethanol industry and acceptance of ethanol as an alternative fuel.

corn-based ethanol as a fuel additive could decline, leading to a reduction or repeal of federal ethanol usage mandates, which would materially

and adversely affect the demand for fuel-grade ethanol.

These views could also negatively impact public perception of the fuel-grade ethanol

industry and acceptance of ethanol as an alternative fuel.

There are limited markets for fuel-grade ethanol

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Also, the demand for fuel-grade ethanol is affected by the overall demand for transportation fuel.

Demand for transportation fuel is

affected by the number of miles traveled by consumers and vehicle fuel economy.

Demand for transportation fuel is affected

by the number of miles traveled by consumers and vehicle fuel economy.

Lower demand for fuel-grade ethanol and essential ingredients,

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significant growth in market share relative to other transportation fuels.

The United States Supreme Court’s decision

in the case of Chevron U.S.A., Inc.

Natural Resources Defense Council, Inc.

may result in less industry-favorable rulemaking and agency

interpretations of laws and regulations, which could materially and adversely affect our results of operations, cash flows and financial

condition as well as the business and financial prospects of certain capital improvement projects, such as CCS.

The United States Supreme Court, in the landmark

case of Chevron U.S.A., Inc.

Natural Resources Defense Council, Inc., recently overturned its prior doctrine of judicial deference

to administrative interpretations of laws and regulations.

This outcome could materially and adversely affect rulemaking and agencies’

interpretations favorable to the renewable fuels industry, such as the EPA’s administration of the Renewable Fuel Standard.

outcome could also materially and adversely affect the Treasury Department’s ability to promulgate favorable regulations under

the Inflation Reduction Act of 2022, including tax credits such as the section 45Q carbon capture and storage tax credits and section

45Z low carbon fuel tax credits, as well as other industry-favorable tax credits.

Less industry-favorable rulemaking and agency interpretations

of laws and regulations could materially and adversely affect our results of operations, cash flows and financial condition as well as

the financial prospects of certain capital improvement projects, such as CCS.

The United States Supreme Court’s decision in

the case of Loper Bright Enterprises v.

Raimondo may result in less industry-favorable rulemaking and agency interpretations of laws and

regulations, which could materially and adversely affect our results of operations, cash flows and financial condition as well as the

business and financial prospects of certain capital improvement projects.

In June 2024, the United States Supreme Court, in Loper Bright Enterprises

Raimondo, overruled its prior Chevron doctrine, which had required courts to defer to reasonable administrative interpretations of

ambiguous federal statutes.

This outcome could increase litigation risk and uncertainty around rulemaking and agency interpretations that

are favorable to the renewable fuels industry, such as the EPA’s administration of the RFS.

It could also materially and adversely

affect the Treasury Department’s ability to promulgate and sustain favorable regulations under the Inflation Reduction Act of 2022,

including regulations implementing tax credits such as the Section 45Z clean fuel production tax credit, as well as other industry-favorable

Less industry-favorable rulemaking and agency interpretations of laws and regulations could materially and adversely affect

our results of operations, cash flows, and financial condition, as well as the financial prospects of certain capital improvement projects.

Risks Related to Ownership of our Common Stock

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many of which are beyond our control:

● fluctuations

in our quarterly or annual operating results;

● fluctuations

in the market prices of our products;

● fluctuations

in the costs of key production input commodities such as corn and natural gas;

timing, cost and effects of, and our ability to fund, our capital improvement projects, including

our CCS project;

● anticipated

trends in our financial condition and results of operations;

ability to obtain any necessary financing;

volume and timing of the receipt of orders for our products from major customers, including

annual contracted sales volumes for our specialty alcohols;

● competitive

pricing pressures;

in market valuations of companies similar to us;

market price and volume fluctuations generally;

developments or increased enforcement;

or departures of key personnel;

● environmental,

product or other liabilities we may incur;

financing activities and future sales of our common stock or other securities;

ability to maintain contracts that are critical to our operations.

The price at which you purchase shares of our

common stock may not be indicative of the price that will prevail in the trading market.

You may be unable to sell your shares of common

stock at or above your purchase price, which may result in substantial losses to you and which may include the complete loss of your

In the past, securities class action litigation has often been brought against a company following periods of high stock

price volatility.

● fluctuations in our quarterly or annual operating results;

● fluctuations in the market prices of our products;

● fluctuations in the costs of key production input commodities such as corn and natural gas;

● the timing, cost and

effects of, and our ability to fund, our capital improvement projects;

● regulatory developments

or increased enforcement relating to our initiatives and projects or to our business;

● our ability to qualify for and receive Section 45Z tax credits under the Inflation Reduction Act of 2022 for low carbon fuel, including

in the anticipated amounts and at the expected times;

● anticipated trends in our financial condition and results of operations;

● our ability to obtain any necessary financing;

● the volume and timing of the receipt of orders for our products from major customers, including annual contracted sales volumes for

our specialty alcohols;

● competitive pricing pressures;

● changes in market valuations of companies similar to us;

● stock market price and volume fluctuations generally;

● additions or departures of key personnel;

● environmental, product or other liabilities we may incur;

● our financing activities and future sales of our common stock or other securities;

● our ability to maintain contracts that are critical to our operations.

The price at which you purchase shares of our common

stock may not be indicative of the price that will prevail in the trading market.

You may be unable to sell your shares of common stock

at or above your purchase price, which may result in substantial losses to you and which may include the complete loss of your investment.

In the past, securities class action litigation has often been brought against a company following periods of high stock price volatility.

We may be the target of similar litigation in the future.

Securities litigation could result in substantial costs and

divert management’s attention and our resources away from our business.

Any of the risks described above could have a

material adverse effect on our results of operations, the price of our common stock, or both.

Securities litigation could result in substantial costs and divert management’s

attention and our resources away from our business.

Any of the risks described above could have a material

adverse effect on our results of operations, the price of our common stock, or both.

Because we do not plan to pay any

cash dividends on our shares of common stock, our stockholders will not be able to receive a return on their shares unless and until

they sell them.

cash dividends on our shares of common stock, our stockholders will not be able to receive a return on their shares unless and until they

We intend to retain a significant portion of any

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could limit our stockholders’ ability to obtain a favorable judicial forum for disputes with us or our directors, officers, employees

Our bylaws provide that, unless we consent in

writing to the selection of an alternative forum, the Delaware Court of Chancery shall be the sole and exclusive forum for (a) any derivative

Our bylaws provide that, unless we consent in writing

to the selection of an alternative forum, the Delaware Court of Chancery shall be the sole and exclusive forum for (a) any derivative

action or proceeding brought on our behalf, (b) any action asserting a claim of breach of a fiduciary duty owed by any director, officer

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The applicable courts may also reach

different judgments or results than would other courts, including courts where a stockholder considering an action may be located or

would otherwise choose to bring the action, and such judgments or results may be more favorable to us than to our stockholders.

respect to the provision making the Delaware Court of Chancery the sole and exclusive forum for certain types of actions, stockholders

who do bring a claim in the Delaware Court of Chancery could face additional litigation costs in pursuing any such claim, particularly

if they do not reside in or near Delaware.

Finally, if a court were to find these provisions of our bylaws inapplicable to, or unenforceable

in respect of, one or more of the specified types of actions or proceedings, we may incur additional costs associated with resolving

such matters in other jurisdictions, which could have a material adverse effect on us.

different judgments or results than would other courts, including courts where a stockholder considering an action may be located or would

otherwise choose to bring the action, and such judgments or results may be more favorable to us than to our stockholders.

to the provision making the Delaware Court of Chancery the sole and exclusive forum for certain types of actions, stockholders who do

bring a claim in the Delaware Court of Chancery could face additional litigation costs in pursuing any such claim, particularly if they

do not reside in or near Delaware.

Finally, if a court were to find these provisions of our bylaws inapplicable to, or unenforceable in

respect of, one or more of the specified types of actions or proceedings, we may incur additional costs associated with resolving such

matters in other jurisdictions, which could have a material adverse effect on us.

General Risk Factors

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software, employees, contractors or policies we have deployed, which may result in external parties gaining access to our networks, data

centers, cloud data centers, corporate computers, manufacturing systems, and/or access to accounts we have at our suppliers, vendors

or customers.

centers, cloud data centers, corporate computers, manufacturing systems, and/or access to accounts we have at our suppliers, vendors or

External parties may gain access to our data or our customers’ data, or attack the networks causing denial of service

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and interrupt other processes.

Delayed sales or lost customers resulting from these disruptions could adversely affect our financial

results, stock price and reputation.

Delayed sales or lost customers resulting from these disruptions could adversely affect our financial results,

stock price and reputation.

Our and our business partners’ or contractors’

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or otherwise, could harm our business.

If any such unauthorized use or disclosure of, or access to, such personal information was to

occur, our operations could be seriously disrupted, and we could be subject to demands, claims and litigation by private parties, and

investigations, related actions, and penalties by regulatory authorities.

In addition, we could incur significant costs in notifying

affected persons and entities and otherwise complying with the multitude of foreign, federal, state and local laws and regulations relating

to the unauthorized access to, or use or disclosure of, personal information.

Finally, any perceived or actual unauthorized access to,

or use or disclosure of, such information could harm our reputation, substantially impair our ability to attract and retain customers

and have an adverse impact on our business, financial condition and results of operations.

If any such unauthorized use or disclosure of, or access to, such personal information was to occur,

our operations could be seriously disrupted, and we could be subject to demands, claims and litigation by private parties, and investigations,

related actions, and penalties by regulatory authorities.

In addition, we could incur significant costs in notifying affected persons

and entities and otherwise complying with the multitude of foreign, federal, state and local laws and regulations relating to the unauthorized

access to, or use or disclosure of, personal information.

Finally, any perceived or actual unauthorized access to, or use or disclosure

of, such information could harm our reputation, substantially impair our ability to attract and retain customers and have an adverse impact

on our business, financial condition and results of operations.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 1A. Risk Factors