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Item 9A. Controls and Procedures

2024-02-09 compared with 2023-02-10 · 265 added, 393 removed, 1411 unchanged (32% of the section changed)

4 unchanged sentences

Management is required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures.

December 31, 2022, as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act and concluded that our disclosure controls and procedures were effective.

Under the supervision of and participation of our chief executive officer and chief financial officer, management carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures as of December 31, 2023, as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act and concluded that our disclosure controls and procedures were effective.

Management’s Annual Report on Internal Control over Financial Reporting

35 unchanged sentences

Other Information.

During the year ended December 31, 2023, no director or officer of the company adopted , modified or terminated a "Rule 10b5-1 trading arrangement" or "non-Rule 10b5-1 trading arrangement," as each term is defined in Item 408(a) of Regulation S-K.

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.

1 unchanged sentence

Directors, Executive Officers and Corporate Governance.

Information in our Proxy Statement for the 2023 Annual Meeting of Stockholders (“Proxy Statement”) under “Corporate Governance,” “Proposal 1 – Election of Directors,” “Executive Officers,” and “Delinquent Section 16(a) Reports” is incorporated by reference.

Information in our Proxy Statement for the 2024 Annual Meeting of Stockholders (“Proxy Statement”) under “Corporate Governance,” “Proposal 1 – Election of Directors” and “Executive Officers” is incorporated by reference.

We have adopted a code of ethics that applies to our chief executive officer, chief financial officer and all other senior financial officers.

28 unchanged sentences

Description of Exhibit

2.1 Stock Purchase Agreement among Green Plains Inc., Green Plains II LLC and Kerry Holding Co.

dated October 23, 2018.

(The schedules to the Stock Purchase Agreement have been omitted.

The Company will furnish such schedules to the SEC upon request.) (incorporated herein by reference to Exhibit 2.1 of the company’s Current Report on Form 8-K filed October 25, 2018)

2.2 Securities Purchase Agreement, dated as of September 6, 2019, by and among Green Plains Inc., Green Plains Cattle Company LLC, TGAM Agribusiness Fund Holdings-B LP, and StepStone Atlantic Fund, L.P.

(Certain schedules to the Securities Purchase Agreement have been omitted.

The company will furnish such schedules to the SEC upon request.) (incorporated herein by reference to Exhibit 2.1 of the company’s Current Report on Form 8-K filed September 9, 2019)

2.3 Second Amended and Restated Limited Liability Company Agreement of Green Plains Cattle Company LLC, dated September 6, 2019 (Certain schedules to the Second Amended and Restated Limited Liability Company Agreement have been omitted.

The company will furnish such schedules to the SEC upon request.) (incorporated herein by reference to Exhibit 10.1 of the company’s Current Report on Form 8-K filed September 9, 2019)

2.4 Securities Purchase Agreement, dated as of October 9, 2020, by and among Green Plains Inc., Green Plains Cattle Company LLC, AGR Special Opportunities Fund I, LP, TGAM Agribusiness Fund LP, and StepStone Atlantic Fund, LP (incorporated herein by reference to Exhibit 2.1 to the company’s Current Report on Form 8-K filed on October 13, 2020) (Certain schedules to the Securities Purchase Agreement have been omitted.

The company will furnish such schedules to the SEC upon request)

2.1(a) Asset Purchase Agreement among Hereford Ethanol Partners, L.P.

6 unchanged sentences

(incorporated herein by reference to Exhibit 2.1 to the company’s Current Report on Form 8-K filed on January 27, 2021)

2.3 Agreement and Plan of Merger, dated September 16, 2023, by and among Green Plains Inc., GPLP Holdings Inc., GPLP Merger Sub LLC, Green Plains Holdings LLC and Green Plains Partners LP.

(The schedules have been omitted pursuant to Item 601(b)(2) of Regulation S-K and will be provided to the Securities and Exchange Commission upon request.) (incorporated herein by reference to Exhibit 2.1 to the company's Current Report on Form 8-K filed September 18, 2023).

3.1(a) Second Amended and Restated Articles of Incorporation of the company (incorporated herein by reference to Exhibit 3.1 of the company’s Current Report on Form 8-K filed October 15, 2008)

4 unchanged sentences

3.1(d) Third Articles of Amendment to Second Amended and Restated Articles of Incorporation of Green Plains, Inc.

(incorpor a ted herein by reference to Exhibit 3.1 to the company's Current Report on Form 8-K filed on May 6, 2022)

(incorporated herein by reference to Exhibit 3.1 to the company's Current Report on Form 8-K filed on May 6, 2022)

3.2(a) Fourth Amended and Restated Bylaws of Green Plains Inc., dated September 27, 2021 (incorporated herein by reference to Exhibit 3.1 to the company’s Current Report on Form 8-K filed on September 28, 2021)

2 unchanged sentences

3.3 Fifth Amended and Restated Bylaws of Green Plains Inc., dated November 14, 2022 (incorporated herein by reference to Exhibit 3.1 to the company’s Current Report on Form 8-K filed on November 16, 2022)

4.1(a) Shareholders’ Agreement by and among Green Plains Renewable Energy, Inc., each of the investors listed on Schedule A, and each of the existing shareholders and affiliates identified on Schedule B, dated May 7, 2008 (incorporated herein by reference to Appendix F of the company’s Registration Statement on Form S-4/A filed September 4, 2008)

4.1(b) Indenture, dated March 1, 2021, between Green Plains Inc.

and Wilmington Trust, National Association, as trustee (incorporated herein by reference to Exhibit 4.1 to the company’s Current Report on Form 8-K dated March 1, 2021)

4.2(a) Indenture relating to the 4.125% Convertible Senior Notes due 2022, dated as of August 15, 2016, between Green Plains Inc.

4.1 Shareholders’ Agreement by and among Green Plains Renewable Energy, Inc., each of the investors listed on Schedule A, and each of the existing shareholders and affiliates identified on Schedule B, dated May 7, 2008 (incorporated herein by reference to Appendix F of the company’s Registration Statement on Form S-4/A filed September 4, 2008)

4.2 Indenture relating to the 4.125% Convertible Senior Notes due 2022, dated as of August 15, 2016, between Green Plains Inc.

and Wilmington Trust, National Association, including the form of Global Note attached as Exhibit A thereto (incorporated herein by reference to Exhibit 4.1 to the company’s Current Report on Form 8-K filed August 15, 2016)

4.3(a) Indenture, dated March 1, 2021, between Green Plains Inc.

and Wilmington Trust, National Association, as trustee (incorporated herein by reference to Exhibit 4.1 to the company’s Current Report on Form 8-K dated March 1, 2021)

4.3(b) First Supplemental Indenture relating to the 2.25% Convertible Senior Notes due 2027, dated as of March 1, 2021, between Green Plains Inc.

and Wilmington Trust, National Association, including the form of Global Note attached as Exhibit A thereto (incorporated herein by reference to Exhibit 4.2 to the company’s Current Report on Form 8-K dated March 1, 2021)

4.3(a) Indenture relating to the 3.25% Convertible Senior Notes due 2019, dated as of August 14, 2018, between Green Plains Inc.

and Wilmington Trust, National Association, as trustee (including therein Form of 3.25% Convertible Senior Notes Due 2019) (incorporated herein by reference to Exhibit 4.1 to the company’s Current Report on Form 8-K filed August 14, 2018)

4.3(b) Form of Global Note representing 2.25% Convertible Senior Notes due 2027 (included as a part of Exhibit 4.2(b)).

4.3(c) Form of Global Note representing 2.25% Convertible Senior Notes due 2027 (included as a part of Exhibit 4.3(b)).

4.4 Indenture relating to the 4.00% Convertible Senior Notes due 2024, dated as of June 21, 2019, between Green Plains Inc.

19 unchanged sentences

*10.4(e) Form of Stock Option Award Agreement for 2009 Equity Incentive Plan (incorporated herein by reference to Exhibit 10.19(b) of the company’s Annual Report on Form 10-K filed February 24, 2010)

*10.4(f) Form of Restricted Stock Award Agreement for 2009 Equity Incentive Plan (incorporated herein by reference to Exhibit 10.19(c) of the company’s Annual Report on Form 10-K/A (Amendment No.

1) filed February 25, 2010)

*10.4(g) Amended Form of Restricted Stock Award agreement for 2009 Equity Incentive Plan (incorporated herein by reference to Exhibit 10.53 of the company’s Quarterly Report on Form 10-Q filed on May 7, 2018)

*10.4(h) Form of Deferred Stock Unit Award Agreement for 2009 Equity Incentive Plan (incorporated herein by reference to Exhibit 10.19(d) of the company’s Annual Report on Form 10-K filed February 24, 2010)

*10.4(i) Form of Performance Share Unit Award agreement for 2009 Equity Incentive Plan (incorporated herein by reference to Exhibit 10.54 of the company’s Quarterly Report on Form 10-Q filed on May 7, 2018)

*10.4(j) 2019 Equity Incentive Plan (incorporated herein by reference to Appendix A of the company’s Definitive Proxy Statement filed March 28, 2019)

*10.4(k) Amendment No.

*10.5(a) 2019 Equity Incentive Plan (incorporated herein by reference to Appendix A of the company’s Definitive Proxy Statement filed March 28, 2019)

*10.5(b) Amendment No.

1 to the 2019 Equity Incentive Plan (incorporated herein by reference to Appendix A of the company’s Definitive Proxy Statement filed March 26, 2020)

10.5(a) Second Amended and Restated Revolving Credit and Security Agreement dated April 26, 2013 by and among Green Plains Trade Group LLC and PNC Bank, National Association (as Lender and Agent) (incorporated herein by reference to Exhibit 10.2 of the company’s Quarterly Report on Form 10-Q filed May 2, 2013)

10.5(b) Third Amended and Restated Revolving Credit and Security Agreement dated November 26, 2014 by and among Green Plains Trade Group LLC, the Lenders and PNC Bank, National Association (as Lender and Agent) (incorporated herein by reference to Exhibit 10.1 of the company’s Current Report on Form 8-K filed December 2, 2014)

10.5(c) Fourth Amended and Restated Revolving Credit and Security Agreement dated July 28, 2017, among Green Plains Trade Group LLC, the Lenders and PNC Bank, National Association as Lender and Agent (incorporated herein by reference to Exhibit 10.1 to the company’s Current Report on Form 8-K dated July 31, 2017)

10.5(d) First Amendment to Fourth Amended and Restated Revolving Credit and Security Agreement, dated as of August 29, 2017, among Green Plains Trade Group LLC and PNC Bank, National Association, as agent, and the lenders party to the Credit and Security Agreement (incorporated herein by reference to Exhibit 10.4(a) to the company’s Current Report on Form 8-K dated August 29, 2017)

10.5(e) Second Amendment to Fourth Amended and Restated Revolving Credit and Security Agreement, dated as of March 15, 2018, by and among Green Plains Trade Group LLC and PNC Bank, National Association (incorporated herein by reference to Exhibit 10.1 to the company’s Quarterly Report on Form 10-Q dated May 7, 2018)

10.5(f) Third Amendment to Fourth Amended and Restated Revolving Credit and Security Agreement, dated as of November 27, 2019, by and among Green Plains Trade Group LLC and PNC Bank, National Association (incorporated herein by reference to Exhibit 10.5(f) of the company’s Annual Report on Form 10-K filed February 20, 2020)

10.5(g) Revolving Credit Note dated April 26, 2013 by and among Green Plains Trade Group LLC and Citibank, N.A.

(incorporated herein by reference to Exhibit 10.2(b) of the company’s Quarterly Report on Form 10-Q filed May 2, 2013)

10.5(h) Revolving Credit Note dated April 26, 2013 by and among Green Plains Trade Group LLC and BMO Harris Bank N.A.

(incorporated herein by reference to Exhibit 10.2(c) of the company’s Quarterly Report on Form 10-Q filed May 2, 2013)

10.5(i) Revolving Credit Note dated April 26, 2013 by and among Green Plains Trade Group LLC and Alostar Bank of Commerce (incorporated herein by reference to Exhibit 10.2(d) of the company’s Quarterly Report on Form 10-Q filed May 2, 2013)

10.5(j) Second Amended and Restated Credit Note dated April 26, 2013 by and among Green Plains Trade Group LLC and PNC Bank, National Association (Incorporated by reference to Exhibit 10.2(a) of the company’s Quarterly Report on Form 10-Q filed May 2, 2013)

10.5(k) Revolving Credit Note dated April 26, 2013 by and among Green Plains Trade Group LLC and Bank of America (incorporated here by reference to Exhibit 10.2(e) of the company’s Quarterly Report on Form 10-Q filed May 2, 2013)

10.5(l) ABL Intercreditor Agreement, dated as of August 29, 2017, among PNC Bank, National Association, as ABL Collateral Agent, and BNP Paribas, as Term Loan Collateral Agent, and acknowledged by Green Plains Trade Group LLC and the other ABL Grantors (incorporated herein by reference to Exhibit 10.4(b) to the company’s Current Report on Form 8-K dated August 29, 2017)

10.5(m) Guaranty, dated as of August 29, 2017, in favor of PNC Bank, National Association, as agent (incorporated herein by reference to Exhibit 10.4(c) to the company’s Current Report on Form 8-K dated August 29, 2017)

*10.5(c) Green Plains Inc.

Restricted Stock Agreement for 2019 Equity Incentive Plan

*10.5(d) Green Plains Inc.

Performance Share Unit Agreement for 2019 Equity Incentive Plan

10.6(a) Fourth Amended and Restated Revolving Credit and Security Agreement dated July 28, 2017, among Green Plains Trade Group LLC, the Lenders and PNC Bank, National Association as Lender and Agent (incorporated herein by reference to Exhibit 10.1 to the company’s Current Report on Form 8-K dated July 31, 2017)

10.6(b) First Amendment to Fourth Amended and Restated Revolving Credit and Security Agreement, dated as of August 29, 2017, among Green Plains Trade Group LLC and PNC Bank, National Association, as agent, and the lenders party to the Credit and Security Agreement (incorporated herein by reference to Exhibit 10.4(a) to the company’s Current Report on Form 8-K dated August 29, 2017)

10.6(c) Second Amendment to Fourth Amended and Restated Revolving Credit and Security Agreement, dated as of March 15, 2018, by and among Green Plains Trade Group LLC and PNC Bank, National Association (incorporated herein by reference to Exhibit 10.1 to the company’s Quarterly Report on Form 10-Q dated May 7, 2018)

10.6(d) Third Amendment to Fourth Amended and Restated Revolving Credit and Security Agreement, dated as of November 27, 2019, by and among Green Plains Trade Group LLC and PNC Bank, National Association (incorporated herein by reference to Exhibit 10.5(f) of the company’s Annual Report on Form 10-K filed February 20, 2020)

10.6(e) Guaranty, dated as of August 29, 2017, in favor of PNC Bank, National Association, as agent (incorporated herein by reference to Exhibit 10.4(c) to the company’s Current Report on Form 8-K dated August 29, 2017)

*10.7 Umbrella Short-Term Incentive Plan (incorporated herein by reference to Appendix A of the company’s Proxy Statement filed April 3, 2014)

*10.7 Director Compensation effective May 11, 2016 (incorporated herein by reference to Exhibit 10.4 of the company’s Quarterly Report on Form 10-Q filed August 3, 2016)

*10.8 Director Compensation effective November 14, 2017 (incorporated herein by reference to Exhibit 10.9 of the company’s Annual Report on Form 10-K filed February 15, 2018)

10.8(a) Credit Agreement dated October 28, 2011 by and among Green Plains Grain Company LLC, Green Plains Grain Company TN LLC, Green Plains Essex Inc., BNP Paribas Securities Corp.

18 unchanged sentences

10.8(n) Ninth Amendment to Credit Agreement, dated as of June 28, 2019, among Green Plains Grain Company LLC and BNP Paribas, as Administrative Agent, and the lenders party to the Credit Agreement (incorporated herein by reference to Exhibit 10.1 of the company’s Current Report on Form 8-K filed on July 1, 2019)

10.9(o) ABL Intercreditor Agreement, dated as of August 29, 2017, among BNP Paribas, as ABL Collateral Agent, and BNP Paribas, as Term Loan Collateral Agent, and acknowledged by Green Plains Grain Company LLC and the other ABL Grantors (incorporated herein by reference to Exhibit 10.3(b) to the company’s Current Report on Form 8-K dated August 29, 2017)

10.9(p) Guaranty, dated as of August 29, 2017, in favor of BNP Paribas, as administrative agent (incorporated herein by reference to Exhibit 10.3(c) to the company’s Current Report on Form 8-K dated August 29, 2017)

10.8(o) Guaranty, dated as of August 29, 2017, in favor of BNP Paribas, as administrative agent (incorporated herein by reference to Exhibit 10.3(c) to the company’s Current Report on Form 8-K dated August 29, 2017)

*10.9 Employment Agreement by and between Green Plains Renewable Energy, Inc.

3 unchanged sentences

Mapes dated February 3, 2020 (incorporated herein by reference to Exhibit 10.12 of the company’s Annual Report on Form 10-K filed February 20, 2020)

10.12 Amended and Restated Credit Agreement, dated as of August 28, 2019, by and among Green Plains Cattle Company LLC, Bank of the West and ING Capital LLC, as Joint Administrative Agents, and the lenders party to the Credit Agreement (Certain schedules to the Amended and Restated Credit Agreement have been omitted.

The company will furnish such schedules to the SEC upon request.) (incorporated herein by reference to Exhibit 10.3 of the company’s Current Report on Form 8-K filed September 9, 2019)

10.11 Contribution, Conveyance and Assumption Agreement, dated July 1, 2015, by and among Green Plains Inc., Green Plains Obion LLC, Green Plains Trucking LLC, Green Plains Holdings LLC, Green Plains Partners LP and Green Plains Operating Company LLC (incorporated herein by reference to Exhibit 10.1 to the company’s Current Report on Form 8-K dated July 6, 2015)

64 unchanged sentences

10.16(i) Amended and Restated Credit Agreement, dated July 20, 2021, by and among Green Plains Operating Company LLC, as the Borrower, the guarantors identified therein, TMI Trust Company, as Administrative Agent and the other lenders party thereto (incorporated herein by reference to Exhibit 10.1 to the company’s Current Report on Form 8-K filed on July 26, 2021)

10.18(j) Amended No.

10.16(j) Amendment No.

1 to Amended and Restated Credit Agreement, dated February 11, 2022, by and among Green Plains Operating Company LLC, as the Borrower, the guarantors identified therein, TMI Trust Company, as Administrative Agent and the other lenders party thereto (incorporated herein by reference to Exhibit 10.26 to the company's Annual Report on Form 10-K for the year ended December 31, 2021).

10.19 Second Amendment to Term Loan Agreement, dated July 13, 2018, among Green Plains Inc.

and BNP Paribas, as administrative agent and collateral agent (incorporated herein by reference to Exhibit 10.3 to the company’s Quarterly Report on Form 10-Q dated August 2, 2018)

10.20 Partial Release of Security Interest, dated as of April 30, 2018, by and among Green Plains Inc., its subsidiaries and BNP Paribas, as collateral agent (incorporated herein by reference to Exhibit 10.3 to the company’s Quarterly Report on Form 10-Q dated May 7, 2018)

10.16(k) Amendment No.

2 to Amended and Restated Credit Agreement, dated April 19, 2023, by and among Green Plains Operating Company LLC, the guarantors, the Lenders, and TMI Trust Company (incorporated herein by reference to Exhibit 10.3 to the company's Quarterly Report on Form 10-Q filed on May 4, 2023)

10.16(l) Amendment No.

3 to the Amended and Restated Credit Agreement, dated October 30, 2023, by and among Green Plains Operating Company LLC, as the Borrower, the guarantors identified therein, Argent Institutional Trust Company, as Administrative Agent and the other lenders party thereto (The schedules have been omitted pursuant to Item 601(b)(2) of Regulation S-K and will be provided to the Securities and Exchange Commission upon request) (incorporated herein by reference to Exhibit 10.1 to the company's Quarterly Report on Form 10-Q filed on October 31, 2023)

10.17(a) Revolving Credit Facility, dated as of April 30, 2018, by and among Green Plains Commodity Management LLC and Macquarie Bank Limited (incorporated herein by reference to Exhibit 10.4 to the company’s Quarterly Report on Form 10-Q dated May 7, 2018)

10.17(b) Amendment to Revolving Credit Facility, dated as of June 18, 2019, by and among Green Plains Commodity Management LLC and Macquarie Bank Limited (incorporated herein by reference to Exhibit 10.24(b) of the company’s Annual Report on Form 10-K filed February 20, 2020)

10.22 Promissory Note between Green Plains Inc.

and StepStone Atlantic Fund, L.P., dated September 6, 2019 (incorporated herein by reference to Exhibit 10.2 of the company’s Current Report on Form 8-K filed September 9, 2019)

10.17(c) Second Amendment to Revolving Credit Facility, dated as of November 24 , 20 21 , by and among Green Plains Commodity Management LLC , Macquarie Bank Limited and Macquarie F utures USA LLC (incorporated herein by reference to Exhibit 10.

1 of the company’s Quarterly Report on Form 10- Q filed May 4 , 20 23 )

10.17(d) Third Amendment to Revolving Credit Facility, dated as of Feb ruary 20 , 20 22 , by and among Green Plains Commodity Management LLC, Macquarie Bank Limited and Macquarie Futures USA LLC (incorporated herein by reference to Exhibit 10.

2 of the company’s Quarterly Report on Form 10-Q filed May 4, 2023)

10.18(a) Loan Agreement dated September 3, 2020 by and among Green Plains Wood River LLC and Green Plains Shenandoah LLC, as the Borrowers, and MetLife Real Estate Lending LLC, as the Lender (incorporated herein by reference to Exhibit 10.1 to the company’s Current Report on Form 8-K filed on September 8, 2020)

22 unchanged sentences

(incorporated herein by reference to Exhibit 10.1 to the company's Current Report on Form 8-K filed on March 28, 2022).

*10.27 Employment Agreement by and between Green Plains Inc.

and Paul Kolomaya dated December 2, 2021 (incorporated herein by reference to Exhibit 10.3 to the company's Quarterly Report on Form 10-Q filed on May 3, 2022).

10.22(a) Exchange Agreement, dated August 3, 2022, by and between Green Plains Inc and the applicable Noteholders (incorporated herein by reference to Exhibit 10.1 to the company's Current Report on Form 8-K filed on August 4, 2022)

2 unchanged sentences

10.22(d) Exchange Agreement, dated August 24, 2022, by and between Green Plains Inc and the applicable Noteholders (incorporated herein by reference to Exhibit 10.1 to the company's Current Report on Form 8-K filed on August 25, 2022)

*10.23 Employment Agreement by and between Green Plains Inc.

Stark, dated March 1, 2023 (incorporated herein by reference to Exhibit 10.4 to the company's Quarterly Report on Form 10-Q filed on May 4, 2023).

*10.24 Green Plains Inc.

Executive Change in Control Severance Plan, dated August 2, 2023 (incorporated herein by reference to Exhibit 10.2 to the company's Quarterly Report on Form 10-Q filed on August 4, 2023)

*10.25 Executive Change in Control Severance Plan Participation Letter by and between Green Plains Inc.

Becker, dated August 2, 2023 (incorporated herein by reference to Exhibit 10.3 to the company's Quarterly Report on Form 10-Q filed on August 4, 2023)

*10.26 Executive Change in Control Severance Plan Participation Letter by and between Green Plains Inc.

Stark, dated August 2, 2023 (incorporated herein by reference to Exhibit 10.3 to the company's Quarterly Report on Form 10-Q filed on August 4, 2023)

*10.27 Executive Change in Control Severance Plan Participation Letter by and between Green Plains Inc.

and Michelle Mapes, dated August 2, 2023 (incorporated herein by reference to Exhibit 10.3 to the company's Quarterly Report on Form 10-Q filed on August 4, 2023)

*10.28 Executive Change in Control Severance Plan Participation Letter by and between Green Plains Inc.

and Chris Osowski, dated August 2, 2023 (incorporated herein by reference to Exhibit 10.3 to the company's Quarterly Report on Form 10-Q filed on August 4, 2023)

*10.29 Executive Change in Control Severance Plan Participation Letter by and between Green Plains Inc.

and Patrich Simpkins, dated August 2, 2023 (incorporated herein by reference to Exhibit 10.3 to the company's Quarterly Report on Form 10-Q filed on August 4, 2023)

*10.30 Executive Change in Control Severance Plan Participation Letter by and between Green Plains Inc.

and Leslie van der Meulen, dated August 2, 2023 (incorporated herein by reference to Exhibit 10.3 to the company's Quarterly Report on Form 10-Q filed on August 4, 2023)

*10.31 Green Plains Inc.

Director Compensation Program

*10.32 Green Plains Partners LP 2015 Long-Term Incentive Plan

10.33 Support Agreement, dated September 16, 2023, by and among Green Plains Partners LP, Green Plains Inc., and the parties listed on the signature pages thereto (incorporated herein by reference to Exhibit 10.1 to the company's Registration Statement on Form S-4/A filed on filed November 17, 2023)

10.34 Cooperation Agreement, dated February 6, 2024, by and among Green Plains Inc.

and Ancora Holdings Group, LLC (incorporated herein by reference to Exhibit 10.1 to the company's Current Report on Form 8-K filed on February 7, 2024)

21.1 Schedule of Subsidiaries

6 unchanged sentences

Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

97 Green Plains Inc.

Clawback Policy

101 The following information from Green Plains Inc.’s Annual Report on Form 10-K for the annual period ended December 31, 2023, formatted in Inline Extensible Business Reporting Language (iXBRL):

16 unchanged sentences

Stark Officer and Principal Accounting Officer)

Hoovestol Chairman of the Board February 10, 2023

/s/ Jim Anderson Director February 10, 2023

/s/ Jim Anderson Chairman of the Board February 9, 2024

/s/ Farha Aslam Director February 9, 2024

16 unchanged sentences

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company’s internal control over financial reporting as of December 31, 2023, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission, and our report dated February 9, 2024 expressed an unqualified opinion on the effectiveness of the Company’s internal control over financial reporting.

Change in Accounting Principle

As discussed in Note 2 to the consolidated financial statements, the Company has changed its method of accounting for convertible debt instruments as of January 1, 2021 due to the adoption of Accounting Standards Update (ASU) 2020-06, Debt - Debt with Conversion and Other Options and Derivatives and Hedging - Contracts in Entity’s Own Equity .

Basis for Opinion

17 unchanged sentences

Basis values are generally determined using inputs from broker quotations or market transactions.

As of December 31, 2022, the recorded balances of the Company’s derivative assets and liabilities associated with forward contracts were $16.4 million and $44.7 million, respectively, and are classified as Level 2 assets and liabilities within Note 6 and 11.

As of December 31, 2023, the recorded balances of the Company’s derivative assets and liabilities associated with forward contracts were $13.3 million and $10.6 million, respectively, and are classified as Level 2 assets and liabilities within Notes 6 and 11.

We identified the assessment of the valuation of forward contracts as a critical audit matter.

Specifically, evaluating the valuation of forward contracts, which includes assumptions related to exchange-quoted prices, and adjustments for regional location basis values, involved complex auditor judgment due to the subjectivity involved in determining the fair value.

Specifically, evaluating the valuation of forward contracts, which included assumptions related to exchange-quoted prices, and adjustments for regional location basis values, involved complex auditor judgment due to the subjectivity involved in determining the fair value.

The following are the primary procedures we performed to address this critical audit matter.

10 unchanged sentences

Restricted cash 29,188 55,615

Marketable securities — 124,859

Accounts receivable, net of allowances of $ 85 and $ 429 , respectively

25 unchanged sentences

Common stock, $ 0.001 par value;

150,000,000 and 75,000,000 shares authorized;

150,000,000 shares authorized;

62,326,622 and 62,100,555 shares issued, and 59,521,563 and 59,295,496 shares outstanding, respectively

2 unchanged sentences

Accumulated other comprehensive loss ( 3,160 ) ( 26,591 )

Treasury stock, 2,805,059 and 8,244,456 shares, respectively

Treasury stock, 2,805,059 shares

( 31,174 ) ( 31,174 )

14 unchanged sentences

Selling, general and administrative expenses 133,350 118,930 91,139

Loss (gain) on sale of assets, net — ( 29,601 ) 20,860

Goodwill impairment — — 24,091

Gain on sale of assets, net ( 5,265 ) — ( 29,601 )

Depreciation and amortization expenses 98,244 92,698 91,952

8 unchanged sentences

Income tax benefit (expense) 5,617 ( 4,747 ) ( 1,845 )

Income from equity method investees, net of income taxes 71 700 21,093

Income from equity method investees 433 71 700

Net loss ( 76,299 ) ( 103,377 ) ( 44,146 )

13 unchanged sentences

Other comprehensive income (loss), net of tax

Unrealized losses on derivatives arising during the period, net of tax benefit of $ 5,092 , $ 7,806 and $ 257 , respectively

Unrealized gains (losses) on derivatives arising during the period, net of tax benefit (expense) of ($ 2,021 ), $ 5,092 and $ 7,806 , respectively

6,348 ( 16,109 ) ( 24,230 )

Reclassification of realized losses (gains) on derivatives, net of tax expense (benefit) of ($ 578 ), ($ 4,540 ) and $ 857 , respectively

Reclassification of realized losses on derivatives, net of tax benefit of ($ 5,438 ), ($ 578 ) and ($ 4,540 ), respectively

17,083 1,828 14,092

Other comprehensive loss, net of tax ( 14,281 ) ( 10,138 ) ( 3,334 )

Share of equity method investees other comprehensive gain arising during the period, net of tax expense of $ 0 , $ 0 and ($ 3,929 ), respectively

Total other comprehensive income (loss), net of tax 23,431 ( 14,281 ) ( 10,138 )

14 unchanged sentences

Shares Amount Shares Amount

Balance, December 31, 2019

46,964 $ 47 $ 734,580 $ 148,150 $ ( 11,064 ) 10,932 $ ( 119,808 ) $ 751,905 $ 113,381 $ 865,286

Net income (loss) — — — ( 108,775 ) — — — ( 108,775 ) 19,121 ( 89,654 )

Cash dividends and distributions declared — — — — — — — — ( 9,675 ) ( 9,675 )

Other comprehensive loss before reclassification — — — — ( 768 ) — — ( 768 ) — ( 768 )

Amounts reclassified from accumulated other comprehensive loss — — — — ( 2,566 ) — — ( 2,566 ) — ( 2,566 )

Other comprehensive loss, net of tax — — — — ( 3,334 ) — — ( 3,334 ) — ( 3,334 )

Share of equity method investees other comprehensive loss arising during the period, net of tax — — — — 12,226 — — 12,226 — 12,226

Acquisition of subsidiary — — — — — — — — 6,667 6,667

Repurchase of common stock — — — — — 881 ( 11,479 ) ( 11,479 ) — ( 11,479 )

Stock-based compensation 507 — 6,309 — — — — 6,309 318 6,627

Balance, December 31, 2020

47,471 47 740,889 39,375 ( 2,172 ) 11,813 ( 131,287 ) 646,852 129,812 776,664

Impact of ASC 470-20 adoption — — ( 49,496 ) 11,418 — — — ( 38,078 ) — ( 38,078 )

Balance, January 1, 2021 47,471 $ 47 $ 691,393 $ 50,793 $ ( 2,172 ) 11,813 $ ( 131,287 ) $ 608,774 $ 129,812 $ 738,586

6 unchanged sentences

Exchange of 4.00% convertible notes due 2024 — — 17,683 — — ( 3,569 ) 39,661 57,344 — 57,344

— — 17,683 — — ( 3,569 ) 39,661 57,344 — 57,344

Investment in subsidiaries — — — — — — — — 12,264 12,264

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62,101 62 1,110,151 ( 142,417 ) ( 26,591 ) 2,805 ( 31,174 ) 910,031 151,035 1,061,066

Net income (loss) — — — ( 93,384 ) — — — ( 93,384 ) 17,085 ( 76,299 )

Cash dividends and distributions declared — — — — — — — — ( 22,728 ) ( 22,728 )

Other comprehensive income before reclassification — — — — 6,348 — — 6,348 — 6,348

Amounts reclassified from accumulated other comprehensive loss — — — — 17,083 — — 17,083 — 17,083

Other comprehensive income, net of tax — — — — 23,431 — — 23,431 — 23,431

Investment in subsidiaries — — — — — — — — 572 572

Stock-based compensation 226 — 3,655 — — — — 3,655 359 4,014

Balance, December 31, 2023

62,327 $ 62 $ 1,113,806 $ ( 235,801 ) $ ( 3,160 ) 2,805 $ ( 31,174 ) $ 843,733 $ 146,323 $ 990,056

See accompanying notes to the consolidated financial statements.

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Amortization of debt issuance costs and non-cash interest expense 2,693 3,894 8,402

Loss (gain) on the sale of assets, net — ( 29,601 ) 21,464

Inventory lower of cost or net realizable value adjustment 12,323 — —

Gain on the sale of assets, net ( 5,265 ) — ( 29,601 )

Inventory lower of average cost or net realizable value adjustment 2,627 12,323 —

Loss on extinguishment of debt — 419 32,645

Goodwill impairment — — 24,091

Deferred income taxes ( 6,855 ) 4,515 1,233

Stock-based compensation 13,032 9,071 6,058

Income from equity method investees, net of income taxes ( 71 ) ( 700 ) ( 21,093 )

Distribution from equity method investees, net of income taxes 637 1,500 27,910

Loss from equity method investees ( 433 ) ( 71 ) ( 700 )

Distribution from equity method investees — 637 1,500

Other 2,203 ( 786 ) 1,590

Changes in operating assets and liabilities before effects of business combinations and dispositions:

Changes in operating assets and liabilities before effects of asset dispositions

Accounts receivable 14,164 8,519 ( 64,095 )

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Accounts payable and accrued liabilities ( 34,573 ) 75,311 17,189

Current income taxes 841 ( 699 ) 30,073

Current income tax expense (benefit) 497 841 ( 699 )

Other ( 538 ) ( 351 ) ( 2,769 )

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Disposition of equity method investees — — ( 2,948 )

Acquisition of businesses, net of cash acquired — — ( 21,325 )

Investment in equity method investees, net ( 17,156 ) — —

Investment in equity method investees ( 24,206 ) ( 17,156 ) —

Other investing activities — ( 253 ) ( 8,500 )

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Payments on extinguishment of convertible debt — ( 1,766 ) ( 20,861 )

Payments for repurchase of common stock — — ( 11,479 )

Payments of cash dividends and distributions ( 22,555 ) ( 9,251 ) ( 9,675 )

Payments of dividends and distributions ( 22,728 ) ( 22,555 ) ( 9,251 )

Proceeds from issuance of common stock, net — — 355,978

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Net cash provided by (used in) financing activities ( 70,964 ) ( 25,140 ) 518,188

Net change in cash, cash equivalents and restricted cash ( 60,683 ) 286,149 4,914

Cash, cash equivalents and restricted cash, beginning of period 560,959 274,810 269,896

Cash, cash equivalents and restricted cash, end of period $ 500,276 $ 560,959 $ 274,810

Net change in cash and cash equivalents, and restricted cash ( 121,514 ) ( 60,683 ) 286,149

Cash and cash equivalents, and restricted cash, beginning of period 500,276 560,959 274,810

Cash and cash equivalents, and restricted cash, end of period $ 378,762 $ 500,276 $ 560,959

Continued on the following page

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2023 2022 2021

Reconciliation of total cash, cash equivalents and restricted cash:

Reconciliation of total cash and cash equivalents, and restricted cash

Cash and cash equivalents $ 349,574 $ 444,661 $ 426,220

Restricted cash 29,188 55,615 134,739

Total cash, cash equivalents and restricted cash $ 500,276 $ 560,959 $ 274,810

Total cash and cash equivalents, and restricted cash $ 378,762 $ 500,276 $ 560,959

Non-cash financing activity

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Assets acquired in acquisitions, net of cash $ — $ — $ 9,000

liabilities assumed — — ( 14,451 )

noncontrolling interests assumed — — ( 4,500 )

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Cash premium paid for extinguishment of convertible notes $ — $ — $ 20,861

Non-cash asset retirement obligations additions $ 3,013 $ 2,018 $ 1,166

See accompanying notes to the consolidated financial statements.

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Public investors own the remaining 49.2 % limited partner interest in the partnership.

The company determined that the limited partners in the partnership with equity at risk lack the power, through voting rights or similar rights, to direct the activities that most significantly impact partnership’s economic performance;

therefore, the partnership is considered a variable interest entity.

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The partnership’s consolidated total liabilities as of December 31, 2023 and 2022, excluding intercompany balances, are $ 118.5 million and $ 119.5 million, respectively, which primarily consist of long-term debt as discussed in Note 12 – Debt and operating lease liabilities.

The liabilities recognized as a result of consolidating the partnership do not represent additional claims on our general assets.

On October 1, 2020, the company sold its remaining 50 % joint venture interest in GPCC, which resulted in a reduction in investment in equity method investees of $ 69.7 million as a result of removal of the equity method investment in GPCC, and a reduction in accumulated other comprehensive income (loss) of $ 10.7 million as a result of the removal of the company’s share of equity method investees accumulated other comprehensive loss.

See Note 5 - Acquisitions and Dispositions and Note 20 – Equity Method Investments for further details.

The liabilities recognized as a result of consolidating the partnership do not represent additional claims on the company's general assets.

On September 16, 2023, the company entered into a Merger Agreement to acquire all of the publicly held common units of the partnership not already owned by the company and its affiliates.

On January 9, 2024, the transactions contemplated by the Merger Agreement were completed.

Refer to Note 5 - Merger and Dispositions included herein for more information.

The company also owns a majority interest in FQT, with their results being consolidated in our consolidated financial statements.

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Actual results could differ from those estimates.

Certain accounting policies, including but not limited to those relating to impairment of goodwill, derivative financial instruments, accounting for income taxes, are impacted significantly by judgments, assumptions and estimates used in the preparation of the consolidated financial statements.

Certain accounting policies, including but not limited to those relating to derivative financial instruments and accounting for income taxes, are impacted significantly by judgments, assumptions and estimates used in the preparation of the consolidated financial statements.

Description of Business

The company operates within three operating segments:

(1) ethanol production, which includes the production of ethanol, distillers grains, and renewable corn oil, (2) agribusiness and energy services, which includes grain handling and storage, commodity marketing and merchant trading for company-produced and third-party ethanol, distillers grains, renewable corn oil, natural gas and other commodities and (3) partnership, which includes fuel storage and transportation services.

(1) ethanol production, which includes the production of ethanol, distillers grains, Ultra-High Protein and renewable corn oil, (2) agribusiness and energy services, which includes grain handling and storage, commodity marketing and merchant trading for company-produced and third-party ethanol, distillers grains, Ultra-High Protein, renewable corn oil, natural gas and other commodities and (3) partnership, which includes fuel storage and transportation services.

Ethanol Production Segment .

The company is one of the largest ethanol producers in North America.

The company operates eleven ethanol plants in six states through separate wholly owned operating subsidiaries.

The company’s ethanol plants use a dry mill process to produce ethanol and co-products such as wet, modified wet or dried distillers grains and renewable corn oil.

At capacity, the company expects to process approximately 330 million bushels of corn and produce approximately 958 million gallons of ethanol, 2.7 million tons of distillers grains and 310 million pounds of renewable corn oil annually.

The company operates ten ethanol plants in six states through separate wholly owned operating subsidiaries.

The company’s ethanol plants

use a dry mill process to produce ethanol and co-products such as wet, modified wet or dried distillers grains and renewable corn oil.

At capacity, the company expects to process approximately 310 million bushels of corn and produce approximately 903 million gallons of ethanol, 2.2 million tons of distillers grains and Ultra-High Protein, and 300 million pounds of renewable corn oil annually.

Agribusiness and Energy Services Segment .

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The company’s agribusiness operations provide synergies with the ethanol production segment as it supplies a portion of the feedstock needed to produce ethanol.

The company has an in-house marketing business that is responsible for the sale, marketing and distribution of all ethanol, distillers grains, and renewable corn oil produced at its ethanol plants.

The company has an in-house marketing business that is responsible for the sale, marketing and distribution of all ethanol, distillers grains, Ultra-High Protein and renewable corn oil produced at its ethanol plants.

The company also purchases and sells ethanol, distillers grains, renewable corn oil, grain, natural gas and other commodities and participates in other merchant trading activities in various markets.

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The company’s partnership segment provides fuel storage and transportation services by owning, operating, developing and acquiring ethanol and fuel storage tanks, terminals, transportation assets and other related assets and businesses.

As of December 31, 2022, the partnership owns (i) 27 ethanol storage facilities located at or near the company’s eleven ethanol plants, which have the ability to efficiently and effectively store and load railcars and tanker trucks with all of the ethanol produced at the company’s ethanol plants, (ii) two fuel terminal facilities, located near major rail lines, which enable the partnership to receive, store and deliver fuels from and to markets that seek access to renewable fuels, and (iii) transportation assets, including a leased railcar fleet of approximately 2,500 railcars which is utilized to transport ethanol from the company’s ethanol plants to refineries throughout the United States and international export terminals.

As of December 31, 2023, the partnership owns (i) 24 ethanol storage facilities located at or near the company’s ten ethanol plants, which have the ability to efficiently and effectively store and load railcars and tanker trucks with all of the ethanol produced at the company’s ethanol plants, (ii) two fuel terminal facilities, located near major rail lines, which enable the partnership to receive, store and deliver fuels from and to markets that seek access to renewable fuels, and (iii) transportation assets, including a leased railcar fleet of approximately 2,180 railcars which is utilized to transport ethanol from the company’s ethanol plants to refineries throughout the United States and international export terminals.

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

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Restricted Cash

The company has restricted cash, which can only be used for funding letters of credit, for payment towards a credit agreement, or for capital expenditures as specified in certain credit facility agreements.

Restricted cash also includes cash margins and securities pledged to commodity exchange clearinghouses and at times, funds in escrow related to acquisition and disposition activities.

The company has restricted cash, which can only be used for funding letters of credit and for payment towards a credit agreement.

Restricted cash also includes cash margins and securities pledged to commodity exchange clearinghouses.

To the degree these segregated balances are cash and cash equivalents, they are considered restricted cash on the consolidated balance sheets.

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Sales, value add, and other taxes the company collects concurrent with revenue-producing activities are excluded from revenue.

Sales of ethanol, distillers grains, renewable corn oil, natural gas and other commodities by the company’s marketing business are recognized when obligations under the terms of a contract with a customer are satisfied.

Sales of ethanol, distillers grains, Ultra-High Protein, renewable corn oil, natural gas and other commodities by the company’s marketing business are recognized when obligations under the terms of a contract with a customer are satisfied.

Generally, this occurs with the transfer of control of products or services.

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The company routinely enters into physical-delivery energy commodity purchase and sale agreements.

At times, the company settles these transactions by transferring its obligations to other counterparties rather than delivering the physical commodity.

At times, the company settles these transactions by transferring its obligations to other counterparties rather than delivering the physical

Revenues include net gains or losses from derivatives related to products sold while cost of goods sold includes net gains or losses from derivatives related to commodities purchased.

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Sales of products, including agricultural commodities, are recognized when control of the product is transferred to the customer, which depends on the agreed upon shipment or delivery terms.

Revenues related to grain merchandising are presented gross and include shipping and handling, which is also a component of cost of goods sold.

Revenues from grain storage are recognized over time as the services are rendered.

A substantial portion of the partnership revenues are derived from fixed-fee commercial agreements for storage, terminal or transportation services.

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Plant overhead consists primarily of plant utilities, repairs and maintenance and outbound freight charges.

The company uses exchange-traded futures and options contracts and forward purchase and sale contracts to attempt to minimize the effect of price changes on ethanol, grain and natural gas.

The company uses exchange-traded futures and options contracts and forward purchase and sale contracts to attempt to minimize the effect of price changes on ethanol, renewable corn oil, grain and natural gas.

Exchange-traded futures and options contracts are valued at quoted market prices and settled predominantly in cash.

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The company’s exposure to credit risk includes the counterparty’s failure to fulfill its performance obligations under the terms of the derivative contract.

The company minimizes its credit risk by entering into transactions with high quality counterparties, limiting the amount of financial exposure it has with each counterparty and monitoring their financial condition.

The company minimizes its credit risk by entering into transactions with high quality

counterparties, limiting the amount of financial exposure it has with each counterparty and monitoring their financial condition.

Market risk is the risk that the value of the financial instrument might be adversely affected by a change in commodity prices or interest rates.

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The company is exposed to credit risk resulting from the possibility that another party may fail to perform according to the terms of the company’s contract.

The company sells ethanol, renewable corn oil and distillers grains and markets products for third parties, which can result in concentrations of credit risk from a variety of customers, including major integrated oil companies, large independent refiners, petroleum wholesalers and other marketers.

The company sells ethanol, distillers grains, Ultra-High Protein and renewable corn oil and markets products for third parties, which can result in concentrations of credit risk from a variety of customers, including major integrated oil companies, large independent refiners, petroleum wholesalers and other marketers.

The company also sells grain to large commercial buyers, including other ethanol plants.

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If the amount for each counterparty were reflected on a gross basis, the company’s accounts receivable and accounts payable would increase by $ 1.2 million and $ 12.7 million at December 31, 2023 and 2022, respectively.

Corn held for ethanol production, ethanol, renewable corn oil, Ultra-High Protein and distillers grains inventories are recorded at the lower of average cost or net realizable value, except grain held for sale and fair-value hedged inventories.

Other grain inventories include readily marketable grain, forward contracts to buy and sell grain, and exchange traded futures and option contracts, which are all stated at market value.

All grain inventories held for sale are marked to market.

Changes are reflected in cost of goods sold.

The forward contracts require performance in future periods.

Contracts to purchase grain generally relate to current or future crop years for delivery periods quoted by regulated commodity exchanges.

Contracts for the sale of grain to processors or other consumers generally do not extend beyond one year.

The terms of the purchase and sale agreements for grain are consistent with industry standards.

Corn held for ethanol production, ethanol, distillers grain, Ultra-High Protein, and renewable corn oil inventories are recorded at the lower of average cost or net realizable value, except fair-value hedged inventories.

Raw materials and finished goods inventories are valued at the lower of average cost or net realizable value.

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Changes in estimated fair value could result in a write-down of the asset.

For additional information, please refer to Note 10 – Goodwill and Intangible Assets.

The company leases certain facilities, parcels of land, and equipment.

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These subleases are classified as operating leases, with the associated sublease revenue recognized on a straight-line basis over the lease term.

Please refer to Note 17 – Commitments and Contingencies to the consolidated financial statements for further details on operating lease expense and revenue.

Investments in Equity Method Investees

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The amount of cumulative distributions paid to the company that exceeds the cumulative proportionate share of income in each period represents a return of investment, which is classified as an investing activity in the consolidated statements of cash flows.

Our equity method investments, which consist primarily of our 50 % investment in GP Turnkey Tharaldson LLC, totaled $ 41.7 million and $ 17.3 million as of December 31, 2023 and 2022, respectively, and are reflected in other assets on the consolidated balance sheet.

Interest capitalized related to our equity method investments during the year ended December 31, 2023 totaled $ 1.4 million.

Financing Costs

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Stock-Based Compensation

The company recognizes compensation cost using a fair value based method whereby compensation cost is measured at the grant date based on the value of the award and is recognized over the service period, which is usually the vesting period.

The company uses the Black-Scholes pricing model to calculate the fair value of options and warrants issued to both employees and non-employees.

Stock issued for compensation is valued using the market price of the stock on the date of the related agreement.

The company recognizes compensation cost using a fair value based method whereby compensation cost is measured at the grant date based on the market price of the award on the date of the award agreement, and is recognized over the service period on a straight-line basis, which is usually the vesting period.

The provision for income taxes is computed using the asset and liability method, under which deferred tax assets and liabilities are recognized for the expected future tax consequences attributable to temporary differences between the financial reporting carrying amount of existing assets and liabilities and their respective tax bases.

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Recent Accounting Pronouncements

On January 1, 2021, the company adopted the amended guidance in ASC 470-20 , Debt - Debt with Conversion and Other Options and ASC 815-40 , Derivatives and Hedging - Contracts in Entity’s Own Equity - Accounting for Convertible Instruments and Contracts in an Equity’s Own Equity.

The adoption of this guidance resulted in a $ 49.5 million decrease in additional paid-in capital, an $ 11.4 million increase in retained earnings and a $ 38.1 million increase in long-term debt, which included a $ 39.4 million increase in debt principal offset by a $ 1.3 million increase in debt issuance costs, resulting from amounts previously bifurcated to equity being reclassified to debt.

See Note 15 – Stockholders’ Equity for further details.

In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740) - Improvements to Income Tax Disclosures to enhance the transparency and decision usefulness of income tax disclosures.

ASU 2023-09 is effective for public entities for fiscal years beginning after December 15, 2024, and for interim periods for fiscal years beginning after December 15, 2025.

The ASU indicates that all entities will apply its guidance prospectively with an option for retroactive application to each period in the financial statements.

Early adoption is permitted.

The company is currently evaluating the impact of this ASU.

In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280) - Improvements to Reportable Segment Disclosures , which improves reportable segment disclosure requirements through enhanced disclosures about significant segment expenses.

ASU 2023-07 is effective for public entities that are required to report segment information in accordance with Topic 280 for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024.

Early adoption is permitted.

The company is currently evaluating the impact of this ASU.

In March 2020, the FASB issued amended guidance in ASC 848, Reference Rate Reform, and a subsequent update in January 2021 and October 2022, which provides optional expedients and exceptions to U.S.

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The guidance is effective upon issuance and to be applied prospectively from any date beginning March 12, 2020 through December 31, 2024.

The company does not expect the amended guidance to have a material impact on its hedging relationships nor a material impact on the company’s consolidated financial statements.

The company adopted the amended guidance for the fiscal year-ended December 31, 2023, which had no material impact on the company’s

consolidated financial statements.

In December 2019, the FASB issued amended guidance in ASC 740, Income Taxes - Simplifying the Accounting for Income Taxes, which simplifies the accounting for income taxes by removing certain exceptions to the general principles in ASC 740.

The amendments also improve consistent application of and simplify U.S.

GAAP for other areas of ASC 740 by

clarifying and amending existing guidance.

GAAP for other areas of ASC 740 by clarifying and amending existing guidance.

The amendments are effective for fiscal years beginning after December 15, 2021, and interim periods within fiscal years beginning after December 15, 2022.

The company adopted the amended guidance for the fiscal year-ended December 31, 2022, which had no material impact on its hedging relationships nor a material impact on the company’s consolidated financial statements.

The company adopted the amended guidance for the fiscal year-ended December 31, 2022, which had no material impact on the company’s consolidated financial statements.

GREEN PLAINS PARTNERS LP

The partnership is a fee-based master limited partnership formed by Green Plains to provide fuel storage and transportation services by owning, operating, developing and acquiring ethanol and fuel storage tanks, terminals, transportation assets and other related assets and businesses.

The partnership’s assets currently include (i) 27 ethanol storage facilities, located at or near the company’s eleven ethanol plants, which have the ability to efficiently and effectively store and load railcars and tanker trucks with all of the ethanol produced at the company’s ethanol plants, (ii) two fuel terminal facilities, located near major rail lines, which enable the partnership to receive, store and deliver fuels from and to markets that seek access to renewable fuels, and (iii) transportation assets, including a leased railcar fleet of approximately 2,500 railcars, which are contracted to transport ethanol from the company’s ethanol plants to refineries throughout the United States and international export terminals.

The partnership’s assets currently include (i) 24 ethanol storage facilities, located at or near the company’s ten ethanol plants, which have the ability to efficiently and effectively store and load railcars and tanker trucks with all of the ethanol produced at the company’s ethanol plants, (ii) two fuel terminal facilities, located near major rail lines, which enable the partnership to receive, store and deliver fuels from and to markets that seek access to renewable fuels, and (iii) transportation assets, including a leased railcar fleet of approximately 2,180 railcars, which are contracted to transport ethanol from the company’s ethanol plants to refineries throughout the United States and international export terminals.

The partnership is the company’s primary downstream logistics provider to support its approximately 903 mmgy ethanol marketing and distribution business since the partnership’s assets are the principal method of storing and delivering the ethanol the company produces.

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The public owns the remaining 49.2 % limited partner interest in the partnership.

On January 9, 2024, the company acquired 100% of the common units of the partnership, not already owned by the company, refer to Note 5 - Acquisition and Dispositions included herein for more information.

The partnership is consolidated in the company’s financial statements.

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• Rail transportation services agreement, expiring on June 30, 2029;

• Trucking transportation agreement, expiring on May 31, 2023, which is expected to auto-renew;

• Terminal services agreement for the Birmingham, Alabama unit train terminal, expiring December 31, 2024;

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Generally this occurs with the transfer of control of products or services.

Revenue is measured as the amount of consideration expected to be received in exchange for transferring goods or providing services.

Revenue is measured as the amount of consideration expected to be

received in exchange for transferring goods or providing services.

Sales, value add, and other taxes the company collects concurrent with revenue-producing activities are excluded from revenue.

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Major Customer

Revenues from Customer A and Customer B represented 15 % and 10% of total revenues for the year ended December 31, 2023, respectively, which are recorded within the ethanol production segment.

Revenues from Customer A represented 13 % of total revenues for the year ended December 31, 2022, which are recorded within the ethanol production segment.

There were no customers that accounted for more than 10% of total revenues for the year ended December 31, 2021.

Revenues from Customer B represented 16 % of total revenues for the year ended December 31, 2020, which are recorded within the ethanol production segment.

Payment Terms

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The company expects to recognize all of the unearned revenue associated with service agreements as of December 31, 2023, in the subsequent quarter when the inventory is withdrawn from the partnership’s tank storage.

ACQUISITIONS AND DISPOSITIONS

Acquisition of a Majority Interest in FQT

On December 9, 2020, the company acquired a majority interest in FQT.

The acquisition capitalized on the core strengths of each company to develop and implement proven, value-added agriculture, food and industrial biotechnology systems and rapidly expand installation of MSC TM technology across the company's facilities, as well as offer these technologies to partnering biofuel facilities.

Disposition of Ord Ethanol Plant

On March 22, 2021, the company completed the sale of the plant located in Ord, Nebraska and certain related assets, to GreenAmerica Biofuels Ord LLC (the “Ord Transaction”) for a sale price of $ 64.0 million, plus working capital of $ 9.8 million.

Correspondingly, the company entered into a separate asset purchase agreement with the Partnership to acquire the storage assets and assign the rail transportation assets to be disposed of in the Ord Transaction for $ 27.5 million, which was used to pay down a portion of the partnership’s credit facility.

ACQUISITION AND DISPOSITIONS

Green Plains Partners Merger

On September 16, 2023, the company entered into a Merger Agreement to acquire all of the publicly held common units of the partnership not already owned by the company and its affiliates, which would result in the partnership becoming a wholly owned subsidiary of the company.

On January 9, 2024, the transactions contemplated by the Merger Agreement were completed and the company issued approximately 4.7 million shares of common stock to acquire all of the publicly held common units of the partnership not already owned by the company prior to the Merger at a fixed exchange ratio of 0.405 shares of the company's common stock, par value $ 0.001 per share, along with $ 2.50 of cash consideration for each partnership common unit.

The total consideration as a result of the Merger was $ 143.1 million, which was comprised of $ 29.2 million in cash and $ 113.9 million of common stock exchanged.

As a result of the Merger, the partnership's common units are no longer publicly traded.

The interests in the partnership owned by the company and its subsidiaries remain outstanding as limited partner interests in the surviving entity.

The General Partner of the partnership will continue to own the non-economic general partner interest in the surviving entity.

Since the company controlled the partnership prior to the Merger and continues to control the partnership after the Merger, the company will account for the change in its ownership interest in the partnership as an equity transaction in 2024, which will be reflected as a reduction of noncontrolling interest with a corresponding increase to common stock and additional paid-in capital.

No gain or loss will be recognized in the consolidated statements of operations as a result of the Merger.

Prior to the effective time of the Merger on January 9, 2024, public unitholders owned a 49.2 % limited partner interest, the company owned a 48.8 % limited partner interest and a 2.0 % general partner interest in the partnership.

The earnings of the partnership that were attributed to its common units held by the public for the year ended December 31, 2023 are reflected in net income attributable to noncontrolling interest in the consolidated statements of operations.

There were no changes in the company's ownership interest in the partnership during the years ended December 31, 2023 and 2022.

The company recorded transaction costs of $ 5.1 million related to the Merger during the year ended December 31, 2023.

Of these transaction costs, $ 3.1 million is recorded within selling, general and administrative expenses in the consolidated statements of operations, while $ 2.0 million is recorded in other assets in the consolidated balance sheets for the year ended December 31, 2023, and will be recorded as an offset to the issuance of common stock in 2024 within additional paid-in capital.

The company anticipates an additional $ 5.5 million in estimated fees that will be recorded as an offset to the issuance of common stock within additional paid-in capital during the first quarter of 2024.

The transaction costs included financial advisory services, legal services and other professional fees.

Disposition of the Atkinson Ethanol Plant

On September 7, 2023, the company completed the sale of the plant located in Atkinson, Nebraska and certain related assets and transfer of liabilities ("the Atkinson Transaction") for a sale price of $ 22.9 million, plus working capital of $ 1.1 million.

Correspondingly, the company entered into a separate asset purchase agreement with the partnership for $ 2.1 million to acquire the storage assets and the associated railcar operating leases.

The divested assets were reported within the company’s ethanol production, agribusiness and energy services and partnership segments.

The company recorded a pretax gain on the sale of the Ord plant of $ 35.9 million within corporate activities.

The asset and liabilities of the Ord ethanol plant at closing on March 22, 2021 were as follows:

The company recorded a pretax gain on the sale of the Atkinson plant of $ 4.1 million recorded within corporate activities.

The assets sold and liabilities transferred of the Atkinson plant at closing on September 7, 2023 were as follows:

(in thousands):

Amounts of Identifiable Assets Disposed and Liabilities Relinquished

Inventory $ 10,400

Inventories $ 3,164

Prepaid expenses and other 423

Property and equipment 24,285

Property, plant and equipment 15,199

Operating lease right-of-use assets 3,428

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Operating lease long-term liabilities ( 2,096 )

Other liabilities ( 189 )

Total identifiable net assets disposed $ 18,435

Disposition of Hereford Ethanol Plant

On December 28, 2020, the company completed the sale of the ethanol plant located in Hereford, Texas, and certain related assets, to Hereford Ethanol Partners, L.P.

for the sale price of $ 39.0 million, plus working capital.

Correspondingly, the partnership’s ethanol storage assets located adjacent to such plants were sold to the company for $ 10.0 million, and certain railcar operating leases were assigned to Hereford Ethanol Partners, L.P.

The divested assets were reported within the company’s ethanol production, agribusiness and energy and partnership segments.

The company recorded a pretax loss on the sale of the ethanol plant of $ 22.4 million, of which a loss of $ 18.5 million was recorded within corporate activities and a loss of $ 3.9 million was recorded within the ethanol production segment.

Transaction fees related to the disposal were not material.

The agreement contains certain earn-out provisions to be received from the buyers if certain provisions are met.

The company will record any contingent amounts in the consolidated financial statements when the amount is reasonably determinable or the consideration is realized.

The asset and liabilities of the Hereford ethanol plant at closing on December 28, 2020 were as follows:

Disposition of the Ord Ethanol Plant

The divested assets were reported within the company’s ethanol production, agribusiness and energy services and partnership segments.

The company recorded a pretax gain on the sale of the Ord plant of $ 35.9 million within corporate activities.

The asset and liabilities of the Ord ethanol plant at closing on March 22, 2021 were as follows:

(in thousands):

Amounts of Identifiable Assets Disposed and Liabilities Relinquished

Inventory $ 8,140

Inventories $ 10,400

Prepaid expenses and other 632

Property and equipment 54,279

Property, plant and equipment 24,285

Operating lease right-of-use-assets 1,811

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Operating lease long-term liabilities ( 790 )

Long-term liabilities ( 186 )

Total identifiable net assets disposed $ 35,161

Disposition of Equity Interest in Green Plains Cattle Company LLC

On October 1, 2020, pursuant to the Securities Purchase Agreement, the company sold its remaining 50 % joint venture interest in GPCC to AGR, TGAM Agribusiness Fund LP and StepStone (the “Buyers”) for $ 80.5 million in cash, plus closing adjustments.

The transaction resulted in a reduction in other assets of $ 69.7 million as a result of the removal of the equity method investment in GPCC, and a reduction in accumulated other comprehensive loss of $ 10.7 million as a result of the removal of the company’s share of equity method investees accumulated other comprehensive loss.

Transaction fees related to the disposal were not material.

The Securities Purchase Agreement contained certain earn-out provisions of up to $ 4.0 million to be paid to the Buyers if certain EBITDA thresholds are met.

During the year ended December 31, 2021, the company recorded a loss of $ 2.9 million associated with the earn-out provision.

FAIR VALUE DISCLOSURES

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Level 2 – directly or indirectly observable inputs such as quoted prices for similar assets or liabilities in active markets other than quoted prices included within Level 1, quoted prices for identical or similar assets in markets that are not active, and other inputs that are observable or can be substantially corroborated by observable market data through correlation or other means.

Grain inventories held for sale in the agribusiness and energy services segment as well as forward commodity purchase and sale contracts are valued at nearby futures values, plus or minus nearby basis values, which represent differences in local markets including transportation or commodity quality or grade differences.

Fair value hedged inventories in the agribusiness and energy services segment as well as forward commodity purchase and sale contracts are valued at nearby futures values, plus or minus nearby basis values, which represent differences in local markets including transportation or commodity quality or grade differences.

Level 3 – unobservable inputs that are supported by little or no market activity and comprise a significant component of the fair value of the assets or liabilities.

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Derivative financial instruments - assets — 13,311 13,311

Other assets 110 1 111

Total assets measured at fair value $ 378,762 $ 59,209 $ 437,971

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Other liabilities (2)

— 6,640 6,640

Total liabilities measured at fair value $ — $ 75,869 $ 75,869

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The company estimated the fair value of its outstanding debt using Level 2 inputs.

The company believes the fair value of its marketable securities approximated book value, which was $ 124.9 million at December 31, 2021.

The company believes the fair value of its accounts receivable approximated book value, which was $ 94.4 million and $ 108.6 million, respectively, at December 31, 2023 and 2022.

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The company reports the financial and operating performance for the following three operating segments:

(1) ethanol production, which includes the production of ethanol, distillers grains, Ultra-High Protein and renewable corn oil, (2) agribusiness and energy services, which includes grain handling and storage, commodity marketing and merchant trading for company-produced and third-party ethanol, distillers grains, renewable corn oil, natural gas and other commodities, and (3) partnership, which includes fuel storage and transportation services.

(1) ethanol production, which includes the production of ethanol, distillers grains, Ultra-High Protein and renewable corn oil, (2) agribusiness and energy services, which includes grain handling and storage, commodity marketing and merchant trading for company-produced and third-party ethanol, distillers grains, Ultra-High Protein, renewable corn oil, natural gas and other commodities, and (3) partnership, which includes fuel storage and transportation services.

Corporate activities include selling, general and administrative expenses, consisting primarily of compensation, professional fees and overhead costs not directly related to a specific operating segment.

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2023 2022 2021

Gross margin:

Ethanol production $ 64,581 $ 1,826 $ 90,085

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$ ( 61,578 ) $ ( 98,948 ) $ 25,508

(1) Operating loss for ethanol production includes an inventory lower of cost or net realizable value adjustment of $ 12.3 million for the year-ended December 31, 2022, and a goodwill impairment charge of $ 24.1 million and $ 3.9 million loss on sale of assets from the sale of the Hereford, Texas ethanol plant for the year-ended December 31, 2020.

(2) Corporate activities for the year-ended December 31, 2021 include a $ 29.6 million net gain on sale of assets primarily from the sale of the Ord, Nebraska ethanol plant.

Corporate activities for the year-ended December 31, 2020 include an $ 18.5 million loss on sale of assets from the sale of the Hereford, Texas ethanol plant and a $ 1.5 million net gain from sale of GPCC.

(1) Operating loss for ethanol production includes an inventory lower of average cost or net realizable value adjustment of $ 2.6 million and $ 12.3 million for the year-ended December 31, 2023 and 2022, respectively.

(2) Corporate activities for the year-ended December 31, 2023 and 2021 includes a $ 4.1 million and $ 29.6 million net gain on sale of assets, respectively.

Year Ended December 31,

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(1) Asset balances by segment exclude intercompany balances.

Inventories are carried at the lower of cost or net realizable value, except fair-value hedged inventories.

As of December 31, 2022, the company recorded a $ 12.3 million lower of cost or net realizable value inventory adjustment associated with finished goods in cost of goods within the ethanol production segment.

There was no lower of cost or net realizable value inventory adjustment as of December 31, 2021.

Inventories are carried at the lower of average cost or net realizable value, except fair-value hedged inventories.

As of December 31, 2023 and 2022, respectively, the company recorded a $ 2.6 million and a $ 12.3 million lower of average cost or net realizable value inventory adjustment associated with finished goods in cost of goods within the ethanol production segment.

The components of inventories are as follows (in thousands):

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The company and the partnership performed their annual goodwill assessments as of October 1, 2023 and 2022 using qualitative assessments, which resulted in no indication of goodwill impairment.

During 2020, as a result of the COVID-19 outbreak and the subsequent decline in the company's stock price causing a decline in market capitalization, the company determined a triggering event had occurred that required an impairment assessment for its ethanol production reporting unit.

Based on the company's quantitative evaluation, it determined that the fair value of the ethanol production reporting unit did not exceed its carrying value.

As a result, the company concluded that the goodwill assigned to the ethanol production reporting unit was impaired and recorded a non-cash impairment charge of $ 24.1 million.

Changes in the carrying amount of goodwill attributable to each business segment during the years ended December 31, 2022 and 2021 were as follows (in thousands):

Production Partnership Total

Balance, December 31, 2020

$ — $ 10,598 $ 10,598

FQT acquisition 18,534 — 18,534

Balance, December 31, 2021 (1)

18,534 10,598 29,132

Balance, December 31, 2022 (1)

$ 18,534 $ 10,598 $ 29,132

The carrying amount of goodwill attributable to the ethanol production segment for both of the years ended December 31, 2023 and 2022 was $ 18.5 million, and for the partnership segment was $ 10.6 million.

The company records goodwill within other assets on the consolidated balance sheets.

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Weighted average remaining amortization period 9.9 years 11.0 years

The company recogni zed $ 4.8 million, $ 5.7 million, and $ 0.2 million of amortization expense associated with these intangible assets during the years ended December 31, 2022, 2021, 2020, respectively.

The company recogni zed $ 2.8 million, $ 4.8 million, and $ 5.7 million of amortization expense associated with these intangible assets during the years ended December 31, 2023, 2022 and 2021, respectively.

The company expects estimated amortization expense of $ 2.5 million, $ 2.2 million, $ 2.0 million, $ 1.8 million and $ 1.6 million, respectively, for the years ended December 31, 2024, 2025, 2026, 2027 and 2028, as well as $ 5.0 million thereafter.

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The company expects these items will be reclassified as operating income (loss) over the next 12 months as a result of hedged transactions that are forecasted to occur.

The amount realized in operating income will differ as commodity prices change.

The amount realized in operating income (loss) will differ as commodity prices change.

Fair Values of Derivative Instruments

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Total $ 13,311 $ 16,421 $ 10,579 $ 44,686

(1) At December 31, 2022, derivative financial instruments, as reflected on the balance sheet, includes net unrealized gains on exchange traded futures and options contracts of $ 3.4 million, which include $ 9.0 million of unrealized gains on derivative financial instruments designated as fair value hedging instruments, offset by $ 2.0 million of net unrealized losses on derivative financial instruments designated as cash flow hedging instruments, and the balance representing economic hedges.

(2) At December 31, 2022, derivative financial instruments, as reflected on the balance sheet, includes net unrealized losses on exchange traded futures and options contracts of $ 3.3 million, which included $ 0.6 million of net unrealized losses on derivative financial instruments designated as fair value hedging instruments and the balance representing economic hedges.

(3) At December 31, 2021, derivative financial instruments, as reflected on the balance sheet, includes net unrealized losses on exchange traded futures and options contracts of $ 17.1 million, which include $ 1.3 million of net unrealized losses on derivative financial instruments designated as cash flow hedging instruments, $ 0.5 million of unrealized losses on derivative financial instruments designated as fair value hedging instruments, and the balance representing economic hedges.

(1) At December 31, 2023, derivative financial instruments, as reflected on the balance sheet, includes net unrealized gains on exchange-traded futures and options contracts of $ 6.5 million, which include $ 0.7 million of net unrealized gains on derivative financial instruments designated as cash flow hedging instruments, $ 0.7 million of unrealized gains on derivative financial instruments designated as fair value hedging instruments, and the balance representing economic hedges.

(2) At December 31, 2022, derivative financial instruments, as reflected on the balance sheet, includes net unrealized gains on exchange-traded futures and options contracts of $ 3.4 million, which include $ 9.0 million of unrealized gains on derivative financial instruments designated as fair value hedging instruments, partially offset by $ 2.0 million of net unrealized losses on derivative financial instruments designated as cash flow hedging instruments, and the balance representing economic hedges.

(3) At December 31, 2022, derivative financial instruments, as reflected on the balance sheet, includes net unrealized losses on exchange-traded futures and options contracts of $ 3.3 million, which include $ 0.6 million of net unrealized losses on derivative financial instruments designated as fair value hedging instruments and the balance representing economic hedges.

Refer to Note 6 - Fair Value Disclosures , which contains fair value information related to derivative financial instruments.

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Cost of goods sold ( 25,003 ) ( 5,753 ) 41,629

Net gain (loss) recognized in loss before income taxes $ ( 2,406 ) $ ( 18,632 ) $ 3,423

Net loss recognized in loss before income taxes $ ( 22,521 ) $ ( 2,406 ) $ ( 18,632 )

Gain (Loss) Recognized in

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Fair value estimates are based on exchange-quoted prices, adjusted as appropriate for regional location basis value, which represent differences in local markets including transportation as well as quality or grade differences.

Inventories are not considered a derivative, rather they are carried at the lower of cost or net realizable value.

As such, changes in the fair value of inventories are not included in the table below.

Derivatives Not Designated

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Forwards Revenues 4,842 ( 7,404 ) 7,106

Exchange traded futures and options Costs of goods sold ( 59,697 ) 12,879 17,137

Forwards Costs of goods sold ( 6,381 ) ( 6,381 ) 15,777

Net loss recognized in loss before income taxes $ ( 71,012 ) $ ( 187,645 ) $ 22,101

Exchange-traded futures and options Cost of goods sold 45,065 ( 59,697 ) 12,879

Forwards Cost of goods sold ( 4,265 ) ( 6,381 ) ( 6,381 )

Net gain (loss) recognized in loss before income taxes $ 43,090 $ ( 71,012 ) $ ( 187,645 )

The following amounts were recorded on the consolidated balance sheets related to cumulative basis adjustments for the fair value hedged items (in thousands):

December 31, 2023 December 31, 2022

Line Item in the Consolidated Balance Sheet in Which the Hedged Item is Included Carrying Amount of the Hedged Assets Cumulative Amount of Fair Value Hedging Adjustment Included in the Carrying Amount of the Hedged Assets Carrying Amount of the Hedged Assets Cumulative Amount of Fair Value Hedging Adjustment Included in the Carrying Amount of the Hedged Assets

Line Item in the Consolidated Balance Sheet in Which the Hedged Item is Included Carrying Amount of the Hedged Assets Cumulative Amount of Fair Value Hedging Adjustment Included in the Carrying Amount of the Hedged Liabilities Carrying Amount of the Hedged Assets Cumulative Amount of Fair Value Hedging Adjustment Included in the Carrying Amount of the Hedged Liabilities

Inventories $ 45,898 $ ( 1,104 ) $ 61,885 $ ( 13,776 )

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Total amounts of income and expense line items presented in the consolidated statement of operations in which the effects of cash flow or fair value hedges are recorded $ ( 60,261 ) $ 47,501

There were no gains or losses from discontinuing cash flow or fair value hedge treatment during the years ended December 31, 2022, 2021 and 2020.

The notional volume of open commodity derivative positions as of December 31, 2023 are as follows (in thousands):

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Futures 13,350 (3)

Futures ( 5,475 ) (4)

Futures ( 26,838 ) Gallons Ethanol

Futures ( 38,304 ) (3)

Gallons Ethanol

Futures ( 1,145 ) MmBTU Natural Gas

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MmBTU Natural Gas

Futures 6,720 (3)

Gallons Natural Gasoline

Options ( 2,173 ) Bushels Corn

Options ( 459 ) mmBTU Natural Gas

Options ( 4,365 ) Pounds Soybean Oil

Forwards 22,847 — Bushels Corn

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$ 230,000 $ 230,000

4.00 % convertible notes due 2024 (2)

4.125 % convertible notes due 2022 (3)

Green Plains SPE LLC

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Green Plains Wood River and Green Plains Shenandoah

$ 75.0 million delayed draw loan agreement (5)

$ 75.0 million loan agreement (3)

73,125 74,625

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Total long-term debt $ 491,918 $ 495,243

(1) Includes $ 5.2 million and $ 6.5 million of unamortized debt issuance costs as of December 31, 2022 and 2021, respectively.

(2) The 2024 notes were converted into shares of common stock of the company and were retired effective July 8, 2022.

Includes $ 1.2 million of unamortized debt issuance costs as of December 31, 2021.

(3) The 2022 notes were converted into shares of common stock of the company and settled in cash, and were retired upon maturity effective September 1, 2022.

Includes $ 0.1 million of unamortized debt issuance costs as of December 31, 2021.

(4) Includes $ 0.7 million and $ 0.9 million of unamortized debt issuance costs as of December 31, 2022 and 2021, respectively.

(5) Includes $ 0.3 million of unamortized debt issuance costs as of both December 31, 2022 and 2021.

(6) Includes $ 0.4 million and $ 0.5 million of unamortized debt issuance costs as of December 31, 2022 and 2021, respectively.

(7) On February 11, 2022, the term loan was amended to allow Green Plains Partners and its affiliates to repurchase outstanding notes.

On the same day, the partnership purchased $ 1.0 million of the outstanding notes from accounts and funds managed by BlackRock and subsequently retired the notes.

(1) The 2.25% notes had $ 4.0 million and $ 5.2 million of unamortized debt issuance costs as of December 31, 2023 and 2022, respectively.

(2) The junior notes had $ 0.4 million and $ 0.7 million of unamortized debt issuance costs as of December 31, 2023 and 2022, respectively.

(3) The loan had $ 0.3 million of unamortized debt issuance costs as of both December 31, 2023 and 2022.

(4) The term loan had $ 0.3 million and $ 0.4 million of unamortized debt issuance costs as of December 31, 2023 and 2022, respectively.

Scheduled long-term debt repayments excluding the effects of debt issuance costs, are as follows (in thousands):

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$ 105,973 $ 137,678

Green Plains Trade:

$ 300.0 million revolver

Green Plains Grain:

$ 100.0 million revolver

$ 137,678 $ 173,418

Corporate Activities

In March 2021, the company issued an aggregate $ 230.0 million of 2.25 % convertible senior notes due in 2027, or the 2.25 % notes.

The 2.25 % notes bear interest at a rate of 2.25 % per year, payable on March 15 and September 15 of each year, beginning September 15, 2021, and mature on March 15, 2027.

The 2.25 % notes bear interest at a rate of 2.25 % per year, payable on March 15 and September 15 of each year,

beginning September 15, 2021, and mature on March 15, 2027.

The 2.25 % notes are senior, unsecured obligations of the company.

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In addition, upon the occurrence of a “fundamental change” (as defined in the indenture for the 2.25 % notes), holders of the 2.25 % notes will have the right, at their option, to require the company to repurchase their 2.25 % notes for cash at a price equal to 100 % of the principal amount of the 2.25 % notes to be repurchased, plus accrued and unpaid interest to, but excluding, the fundamental change repurchase date.

During June 2019, the company issued an aggregate $ 115.0 million of 4.00 % convertible senior notes due in 2024, or the 4.00 % notes.

The 4.00 % notes were senior, unsecured obligations of the company, with interest payable on January 1 and July 1 of each year, beginning January 1, 2020, at a rate of 4.00 % per annum.

The 4.00 % notes were convertible, at the option of the holders, into consideration consisting of, at the company’s election, cash, shares of the company’s common stock, or a combination of cash and shares of the company’s common stock until the close of business on the scheduled trading day immediately preceding the maturity date.

The initial conversion rate was 64.1540 shares of common stock per $1,000 of principal, which was equal to a conversion price of approximately $ 15.59 per share.

The company increased the final conversion rate to 66.4178 in connection with the company's calling the 4.00 % notes for redemption on May 25, 2022.

In June 2019, the company issued $ 115.0 million of 4.00 % convertible senior notes due in 2024, or the 4.00 % notes.

During May 2021, the company entered into a privately negotiated agreement with certain noteholders of the company’s 4.00 % notes.

Under this agreement, 3.6 million shares of the company’s common stock were exchanged for $ 51.0 million in aggregate principal amount of the 4.00 % notes.

Common stock held as treasury shares were exchanged for the 4.00 % notes.

Pursuant to the guidance within ASC 470, Debt , the company recorded a loss of $ 9.5 million which was recorded as a charge to interest expense in the consolidated financial statements during the year ended December 31, 2021, of which $ 1.2 million

was related to unamortized debt issuance costs.

Under this agreement, approximately 3.6 million shares of the company’s common stock were exchanged for $ 51.0 million in aggregate principal amount of the 4.00 % notes.

On May 25, 2022, the company gave notice calling for the redemption of its outstanding 4.00 % notes, totaling an aggregate principal amount of $ 64.0 million.

The conversion rate was 66.4178 shares of common stock per 1,000 of principal.

The final conversion rate was 66.4178 shares of common stock per $1,000 of principal.

From July 1, 2022 through July 8, 2022, the remaining $ 64.0 million of the 4.00 % notes were converted into approximately 4.3 million shares of common stock.

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In August 2016, the company issued $ 170.0 million of 4.125 % convertible senior notes due in 2022, or the 4.125 % notes.

The 4.125 % notes were senior, unsecured obligations of the company, with interest payable on March 1 and September 1 of each year.

The notes were convertible at the Holder's option.

The initial conversion rate was 35.7143 shares of common stock per $1,000 of principal, which was equal to a conversion price of approximately $ 28.00 per share.

The conversion rate was subject to adjustment upon the occurrence of certain events, including but not limited to;

the event of a stock dividend or stock split;

the issuance of additional rights, options and warrants;

the event of a cash dividend or distribution;

or a tender or exchange offering.

The 4.125 % notes were senior, unsecured obligations of the company.

In March 2021, concurrent with the issuance of the 2.25 % notes, the company used approximately $ 156.5 million of the net proceeds of the 2.25 % notes to repurchase approximately $ 135.7 million aggregate principal amount of the 4.125 % notes, in privately negotiated transactions.

Pursuant to the guidance within ASC 470, Debt , the company recorded a loss upon extinguishment of $ 22.1 million in interest expense.

This charge included $ 1.2 million of unamortized debt issuance costs related to the principal balance extinguished.

Pursuant to the guidance within ASC 470, Debt , we recorded a loss upon extinguishment of $ 22.1 million in interest expense, which included $ 1.2 million of unamortized debt issuance costs related to the principal balance extinguished.

During August 2022, the company entered into four privately negotiated exchange agreements with certain noteholders of the 4.125 % notes to exchange approximately $ 32.6 million aggregate principal amount for approximately 1.2 million shares of the company's common stock.

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Ethanol Production Segment

On February 9, 2021, Green Plains SPE LLC, a wholly-owned special purpose subsidiary and parent of Green Plains Obion and Green Plains Mount Vernon, issued $ 125.0 million of junior secured mezzanine notes due 2026 (the “Junior Notes”) with BlackRock, a holder of a portion of the company’s common stock, for the purchase of all notes issued.

The Junior Notes will mature on February 9, 2026 and are secured by a pledge of the membership interests in and the real property owned by Green Plains Obion and Green Plains Mount Vernon.

The proceeds of the Junior Notes will be used to construct high protein processing systems at the Green Plains Obion and Green Plains Mount Vernon facilities.

The proceeds of the Junior Notes were used to construct high protein processing systems at the Green Plains Obion and Green Plains Mount Vernon facilities.

The Junior Notes accrue interest at an annual rate of 11.75 %.

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The Junior Notes have an unsecured parent guarantee from the company and have certain limitations on distributions, dividends or loans to the company unless there will not exist any event of default.

Funds associated with the Junior Notes are administered by a trustee and a portion are included in the balance of restricted cash as of December 31, 2022.

At December 31, 2022, the interest rate on the loan was 11.75 %.

On September 3, 2020, Green Plains Wood River and Green Plains Shenandoah, wholly-owned subsidiaries of the company, entered into a delayed draw loan agreement with MetLife Real Estate Lending LLC.

The $ 75.0 million delayed draw loan matures on September 1, 2035 and is secured by substantially all of the assets of the Wood River and Shenandoah facilities.

The proceeds from the loan were used to add MSC TM technology at the Wood River and Shenandoah facilities as well as other capital expenditures.

The delayed draw loan bears interest at a fixed rate of 5.02 %, plus an interest rate premium of 1.5 % until the loan is fully drawn.

At December 31, 2023, the interest rate on the Junior Notes was 11.75 %.

On September 3, 2020, Green Plains Wood River and Green Plains Shenandoah, wholly-owned subsidiaries of the company, entered into a $ 75.0 million loan agreement with MetLife Real Estate Lending LLC.

The loan matures on September 1, 2035 and is secured by substantially all of the assets of the Wood River and Shenandoah facilities.

The proceeds from the loan were used to add MSC™ technology at the Wood River and Shenandoah facilities as well as other capital expenditures.

The loan bears interest at a fixed rate of 5.02 %, plus an interest rate premium of 1.5 % until the loan is fully drawn.

The remaining availability was drawn in the first quarter of 2022.

Beginning in the second quarter of 2022, the interest rate premium may be adjusted quarterly from 0.00 % to 1.50 % based on the leverage ratio of total funded debt to EBITDA of Wood River and Shenandoah.

Principal payments of $ 1.5 million per year begin 24 months from the closing date.

Principal payments of $ 1.5 million per year began in October 2022.

Prepayments are prohibited until September 2024.

Financial covenants of the delayed draw loan agreement include a minimum loan to value ratio of 50 %, a minimum fixed charge coverage ratio of 1.25 x, a total debt service reserve of six months of future principal and interest payments and a minimum working capital requirement at Green Plains of not less than $ 0.10 per gallon of nameplate capacity or $ 95.8 million.

Financial covenants of the loan agreement include a minimum loan to value ratio of 50 %, a minimum fixed charge coverage ratio of 1.25 x, a total debt service reserve of six months of future principal and interest payments and a minimum working capital requirement at Green Plains of not less than $ 0.10 per gallon of nameplate capacity or $ 90.3 million.

The loan is guaranteed by the company and has certain limitations on distributions, dividends or loans to Green Plains by Wood River and Shenandoah unless immediately after giving effect to such action, there will not exist any event of default.

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and the debt to capitalization ratio of the company shall not be greater than 0.60 to 1.00.

The Facility also includes customary events of default, including without limitation, failure to make required payments of principal or interest, material incorrect representations and warranties, breach of covenants, events of bankruptcy and other certain matters.

certain matters.

The Facility is secured by the working capital assets of the Borrowers and is guaranteed by the company.

At December 31, 2023, the interest rate on the Facility was 9.41 %.

Green Plains Commodity Management has an uncommitted $ 40.0 million revolving credit facility which matures April 2023, to finance margins related to its hedging programs.

Green Plains Commodity Management has an uncommitted $ 40.0 million revolving credit facility to finance margins related to its hedging programs, which is secured by cash and securities held in its brokerage accounts.

During the first quarter of 2023, this revolving credit facility was extended five years to mature on April 30, 2028.

Advances are subject to variable interest rates equal to SOFR plus 1.75 %.

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Green Plains Grain has a short-term inventory financing agreement with a financial institution.

The company has accounted for the agreements as short-term notes, rather than revenues, and has elected the fair value option to offset fluctuations in market prices of the inventory.

The company has accounted for the agreement as short-term notes, rather than revenues, and has elected the fair value option to offset fluctuations in market prices of the inventory.

This agreement is subject to negotiated variable interest rates.

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Green Plains Partners has a term loan to fund working capital, capital expenditures and other general partnership purposes.

On July 20, 2021, the prior credit facility was amended decreasing the total amount available to $ 60.0 million, extending the maturity to July 20, 2026, and converting the credit facility to a term loan.

Under the terms of the amended agreement, BlackRock purchased the outstanding balance of the prior credit facility from the previous lenders.

Interest on the

amended term loan is based on 3-month LIBOR plus 8.00 %, with a 0% .

Interest is payable on the 15th day of each March, June, September and December during the term with the first interest payment being September 15, 2021.

The amended term loan does not require any principal payments;

The term loan has a maturity date of July 20, 2026.

Interest on the term loan is based on 3-month SOFR plus 8.26 %, and is payable on the 15th day of each March, June, September and December.

The term loan does not require any principal payments;

however, the partnership has the option to prepay $ 1.5 million per quarter beginning twelve months after the closing date.

On February 11, 2022, the amended loan was modified to allow Green Plains Partners and its affiliates to repurchase outstanding notes.

On the same day, the partnership purchased $ 1.0 million of the outstanding notes from accounts and funds managed by BlackRock and subsequently retired the notes.

The partnership repurchased $ 1.0 million of the outstanding notes during the six months ended September 30, 2022.

Prepayments totaling $ 3.0 million were made during the year ended December 31, 2023.

The partnership’s obligations under the term loan are secured by a first priority lien on (i) the equity interests of the partnership’s present and future subsidiaries, (ii) all of the partnership’s present and future personal property, such as investment property, general intangibles and contract rights, including rights under any agreements with Green Plains Trade, (iii) all proceeds and products of the equity interests of the partnership’s present and future subsidiaries and its personal property and (iv) substantially all of the partnership’s real property and material leases of real property.

The terms impose affirmative and negative covenants, including restrictions on the partnership’s ability to incur additional debt, acquire and sell assets, create liens, invest capital, pay distributions and materially amend the partnership’s commercial agreements with Green Plains Trade.

The term loan also requires the partnership to maintain a maximum consolidated leverage ratio and a minimum consolidated debt service coverage ratio, each of which is calculated on a pro forma basis with respect to acquisitions and divestitures occurring during the applicable period.

The maximum consolidated leverage ratio required, as of the end of any fiscal quarter, is no more than 2.50 x.

The minimum debt service coverage ratio required, as of the end of any fiscal quarter, is no less 1.10 x.

The term loan also requires the partnership to maintain a maximum consolidated leverage ratio and a minimum consolidated debt service coverage ratio as of the end of any fiscal quarter, each of which is calculated on a pro forma basis with respect to acquisitions and divestitures occurring during the applicable period.

The maximum consolidated leverage ratio is required to be no more than 2.50 x.

The minimum debt service coverage ratio is required to be no less than 1.10 x.

The consolidated leverage ratio is calculated by dividing total funded indebtedness by the sum of the four preceding fiscal quarters’ consolidated EBITDA.

The consolidated debt service coverage ratio is calculated by taking the sum of the four preceding fiscal quarters’ consolidated EBITDA minus income taxes and consolidated capital expenditures for such period divided by the sum of the four preceding fiscal quarters’ consolidated interest charges plus consolidated scheduled funded debt payments for such period.

Under the amended terms of the loan, the partnership has no restrictions on the amount of quarterly distribution payments, so long as (i) no default has occurred and is continuing, or would result from payment of the distribution, and (ii) the partnership and its subsidiaries are in compliance with its financial covenants and remain in compliance after payment of the distribution.

Under the terms of the loan, the partnership has no restrictions on the amount of quarterly distribution payments, so long as (i) no default has occurred and is continuing, or would result from payment of the distribution, and (ii) the partnership and its subsidiaries are in compliance with its financial covenants and remain in compliance after payment of the distribution.

The term loan is not guaranteed by the company.

On April 19, 2023, the term loan was amended to change the underlying floating interest rate to a SOFR-based rate from a LIBOR-based rate.

The impact of the amendment was not material to interest expense.

On October 30, 2023, the partnership entered into an amendment to the term loan to include written consent from the lenders to permit the Merger to be completed.

At December 31, 2023, the interest rate on the term loan was 13.65 %.

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STOCK-BASED COMPENSATION

On May 6, 2020, the shareholders of the company approved the 2019 Equity Incentive Plan which granted an additional 1.6 million shares of common stock for stock-based compensation.

All shares remaining under the 2009 Equity Incentive Plan rolled into the 2019 Equity Incentive Plan effective May 6, 2020.

The 2019 Equity Inventive Plan reserves 5.7 million shares of common stock for issuance to its directors and employees.

The company has an equity incentive plan, which reserved a total of 5.7 million shares of common stock for issuance pursuant to the plan, of which 1.4 million shares remain available for issuance as of December 31, 2023.

The plan provides for shares, including options to purchase shares of common stock, stock appreciation rights tied to the value of common stock, restricted stock, performance share awards, and restricted and deferred stock unit awards, to be granted to eligible employees, non-employee directors and consultants.

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Stock awards granted to date vested immediately and over a period of time, and included sale restrictions.

Compensation expense is recognized on the

grant date if fully vested or over the requisite vesting period.

Compensation expense is recognized on the grant date if fully vested or over the requisite vesting period.

• Deferred Stock Units – Deferred stock units may be granted to directors and employees that vest immediately or over a period of time as determined by the compensation committee.

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• Performance Share Awards – Performance share awards may be granted to directors and employees that cliff-vest after a period of time as determined by the compensation committee.

Performance share awards granted to date cliff-vest after a period of time, and included sale restrictions.

Performance share awards granted to date cliff-vest after a period of time, and include sale restrictions.

Compensation expense is recognized over the requisite vesting period.

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Options issued to date could have been exercised immediately or at future vesting dates, and expired five years to eight years after the grant date.

Compensation expense for stock options that vest over time is recognized on a straight-line basis over the requisite service period.

Compensation expense for stock options that vest over time was recognized on a straight-line basis over the requisite service period.

Restricted Stock Awards and Deferred Stock Units

The non-vested restricted stock award and deferred stock unit activity for the year ended December 31, 2022 are as follows:

The restricted non-vested stock awards and deferred stock units activity for the year ended December 31, 2023, is as follows:

Stock Units Weighted-

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Performance Share Awards

On March 14, 2022, February 18, 2021 and March 18, 2020, the board of directors granted performance shares to be awarded in the form of common stock to certain participants of the plan.

These performance shares vest based on the level of achievement of certain performance goals, including the incremental value achieved from the company’s high-protein initiatives, annual production levels and return on investment (ROI).

Performance shares granted in 2022, 2021 and 2020 do not contain market-based factors requiring a Monte Carlo valuation model.

The performance shares were granted at a target of 100 %, but each performance share will reduce or increase depending on results for the performance period.

On March 9, 2023, March 14, 2022, and February 18, 2021, the board of directors granted performance shares to be awarded in the form of common stock to certain participants of the plan.

These performance shares vest based on the level of achievement of certain performance goals, including EBITDA, return on investment from the company's high-protein and clean sugar initiatives and annual production levels.

Performance shares granted in 2023, 2022 and 2021 do not contain

market-based factors requiring a Monte Carlo valuation model.

The performance shares were granted at a target of 100 %, but each performance share can be reduced or increased depending on the results for the performance period.

If the company achieves the maximum performance goals, the maximum amount of shares available to be issued pursuant to the 2023, 2022 and 2021 awards are 904,418 performance shares, which represents approximately 223 % of the 404,740 performance shares which remain outstanding.

The actual number of performance shares that will ultimately vest is based on the actual performance targets achieved at the end of the performance period.

On February 19, 2019, the board of directors granted performance shares to be awarded in the form of common stock to certain participants of the plan.

The performance shares were granted at a target of 100 %, but each performance share was reduced or increased depending on results for the performance period for the company's average return on net assets, and the company’s total shareholder return relative to that of the company's performance peer group.

On February 19, 2022, based on the criteria discussed above, the 74,967 2019 performance shares vested at 150 %, which resulted in the issuance of 112,450 shares of common stock.

On March 18, 2020, the board of directors granted performance shares to be awarded in the form of common stock to certain participants of the plan.

The performance shares were granted at a target of 100 %, but each performance share was reduced or increased depending on results for the performance period for the company's total shareholder return relative to that of the company's performance peer group.

On March 17, 2023, based on the criteria discussed above, the 196,382 2020 performance shares vested at approximately 123 %, which resulted in the issuance of 241,589 shares of common stock.

The non-vested performance share award activity for the year ended December 31, 2023, is as follows:

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404,740 $ 30.51 1.3

Stock Options

The fair value of the stock options is estimated on the date of the grant using the Black-Scholes option-pricing model, a pricing model acceptable under GAAP.

The expected life of the options is the period of time the options are expected to be outstanding.

The company did not grant any stock option awards during the years ended December 31, 2022, 2021 and 2020.

Green Plains Partners

Green Plains Partners has a long-term incentive plan (LTIP) intended to promote the interests of the partnership, its general partner and affiliates by providing unit-based incentive compensation awards to employees, consultants and directors to encourage superior performance.

The LTIP reserves 2,500,000 common limited partner units for issuance in the form of options, restricted units, phantom units, distribution equivalent rights, substitute awards, unit appreciation rights, unit awards, profit interest units or other unit-based awards.

The LTIP reserves 2.5 million common limited partner units of which 2.3 million units remain available for issuance as of December 31, 2023, in the form of options, restricted units, phantom units, distribution equivalent rights, substitute awards, unit appreciation rights, unit awards, profit interest units or other unit-based awards.

The partnership measures unit-based compensation related to equity awards in its consolidated financial statements over the requisite service period on a straight-line basis.

As a result of the Merger, the LTIP units available for issuance were converted to 1.2 million shares available for issuance under the company's equity incentive plan.

The non-vested unit-based awards activity for the year ended December 31, 2023, are as follows:

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18,549 $ 12.94 0.5

(1) Pursuant to the Merger Agreement, each of these unvested awards became fully vested at the effective time of the Merger on January 9, 2024.

Stock-Based and Unit-Based Compensation Expense

Compensation costs for stock-based and unit-based payment plans during the years ended December 31, 2023, 2022 and 2021, were approximately $ 13.0 million, $ 9.1 million and $ 6.1 million, respectively.

At December 31, 2022, there was $ 13.7 million of unrecognized compensation costs from stock-based and unit-based compensation related to non-vested awards.

At December 31, 2023, there was $ 15.6 million of unrecognized compensation costs from stock-based compensation related to non-vested awards.

This compensation is expected to be recognized over a weighted-average period of approximately 1.3 years.

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EPS - basic and diluted $ ( 1.59 ) $ ( 2.29 ) $ ( 1.41 )

Anti-dilutive weighted-average convertible debt and stock-based compensation (1)

Anti-dilutive weighted-average convertible debt, warrants and stock-based compensation (1)

8,419 8,556 12,952

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STOCKHOLDERS’ EQUITY

Adoption of ASC 470-20

On January 1, 2021, the company adopted the amended guidance in ASC 470-20 , using the modified retrospective method of transition.

Upon adoption of amended guidance in ASC 470-20 , the company reversed the remaining deferred tax liability of $ 9.2 million associated to the equity portion of previously issued convertible debt.

As the company had recorded a full valuation allowance against its deferred tax assets, the reversal of the $ 9.2 million deferred tax liability would require an increase to the existing valuation allowance by the same amount, which would normally be recorded through current income tax expense.

However, because the change in the deferred tax liability is directly linked to the adoption of ASC 470-20, which is accounted for as a cumulative effect adjustment, the required increase to the valuation allowance was recorded as part of the cumulative adjustment to stockholders’ equity and had no effect on the income statement.

Public Offerings of Common Stock

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The August Common Stock Offering resulted in net proceeds of $ 164.9 million, after deducting underwriting discounts and commissions and the company’s offering expenses.

During the three months ended March 31, 2021, in connection with certain agreements, the company issued warrants to purchase shares of its common stock.

During the three months ended March 31, 2021, in connection with certain agreements, the company issued warrants in a private placement to purchase shares of its common stock.

The company measures the fair value of the warrants using the Black-Scholes option pricing model as of the issuance date.

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The company has reserved 2,550,000 shares of common stock for the exercise of warrants to non-employees, of which 2,275,000 are exercisable, treated as equity based awards and recorded as a reduction in additional paid-in capital.

The remaining 275,000 warrants, of which 111,111 are exercisable as a result of achieving certain earn-out provisions and 163,889 are contingent upon certain earn-out provisions, are treated as liability based awards, and valued quarterly using the company’s stock price.

remaining 275,000 warrants, of which 111,111 are exercisable as a result of achieving certain earn-out provisions and 163,889 are contingent upon certain earn-out provisions, are treated as liability based awards, and valued quarterly using the company’s stock price.

These warrants could potentially dilute basic earnings per share in future periods.

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The company did not repurchase any shares of common stock during 2023, 2022 or 2021.

The company repurchased 0.9 million shares of common stock for approximately $ 11.5 million during 2020.

Since inception, the company has repurchased 7.4 million shares of common stock for approximately $ 92.8 million under the program.

Dividends and Distributions

On June 18, 2019, the company's board of directors suspended its future quarterly cash dividend following the June 14, 2019 dividend payment, in order to retain and redirect cash flow to the company’s operating expense equalization plan, the deployment of high-protein technology, its stock repurchase program and for other corporate purposes.

For each calendar quarter commencing with the quarter ended September 30, 2015, the partnership agreement provides for a quarterly distribution to be paid within 45 days after the end of the quarter, provided the partnership has sufficient available cash.

Available cash generally means, all cash and cash equivalents on hand at the end of that quarter less cash

reserves established by the general partner of the partnership plus all or any portion of the cash on hand resulting from working capital borrowings made subsequent to the end of that quarter.

On January 19, 2023, the board of directors of the general partner of the partnership declared a cash distribution of $ 0.455 per unit on outstanding common units.

The distribution is payable on February 10, 2023 to unitholders of record at the close of business on February 3, 2023.

The partnership agreement provides for a quarterly distribution to be paid within 45 days after the end of the quarter, provided the partnership has sufficient available cash.

Available cash generally means, all cash and cash equivalents on hand at the end of that quarter less cash reserves established by the general partner of the partnership plus all or any portion of the cash on hand resulting from working capital borrowings made subsequent to the end of that quarter.

As a result of the Merger on January 9, 2024, the partnership became an indirect wholly owned subsidiary of the company, is no longer publicly traded, and as such, it will not make any public dividends and distributions in the future.

Accumulated Other Comprehensive Income (Loss)

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Commodity derivatives ( 25,003 ) ( 5,753 ) 41,629 (2)

Total gains (losses) on cash flow hedges ( 2,406 ) ( 18,632 ) 3,423 (3)

Income tax expense (benefit) ( 578 ) ( 4,540 ) 857 (4)

Amounts reclassified from accumulated other comprehensive income (loss) $ ( 1,828 ) $ ( 14,092 ) $ 2,566

(2) Costs of goods sold

Total losses on cash flow hedges ( 22,521 ) ( 2,406 ) ( 18,632 ) (3)

Income tax benefit ( 5,438 ) ( 578 ) ( 4,540 ) (4)

Amounts reclassified from accumulated other comprehensive loss $ ( 17,083 ) $ ( 1,828 ) $ ( 14,092 )

(2) Cost of goods sold

(3) Loss before income taxes and income from equity method investees

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Green Plains Partners is a limited partnership, which is treated as a flow-through entity for federal income tax purposes and is not subject to federal income taxes.

As a result, the consolidated financial statements do not reflect such income taxes on pretax income or loss attributable to the noncontrolling interest in the partnership.

Upon adoption of amended guidance in ASC 470-20, during the first quarter of 2021 as discussed in Note 15 - Stockholders' Equity , the company reversed the remaining deferred tax liability of $ 9.2 million associated to the equity portion of previously issued convertible debt.

As the company had recorded a full valuation allowance against its deferred tax assets, the reversal of the $ 9.2 million deferred tax liability would require an increase to the existing valuation allowance by the same amount which would normally be recorded through current income tax expense.

However, as the change in the deferred tax liability is directly linked to the adoption of ASC 470-20, which is accounted for as a cumulative effect adjustment, the required increase to the valuation allowance is recorded as part of the cumulative adjustment to stockholders’ equity and has no effect on the consolidated statements of operations.

The CARES Act was signed into law on March 27, 2020.

The CARES Act includes several significant business tax provisions including elimination of the taxable limit for certain net operating losses (NOL), allowing businesses to carry back NOLs arising in 2018, 2019 and 2020 to the five prior tax years, accelerating refunds of previously generated corporate AMT credits, and loosening the business interest limitation under §163(j) from 30% to 50%.

For 2021, the business interest

limitation under §163(j) reverts back to 30%.

The CARES Act also contains an employee retention credit to encourage employers to maintain headcounts even if employees cannot report to work because of issues related to COVID-19.

For the year ended December 31, 2020, the company recorded an income tax benefit of $ 41.6 million related to the CARES Act including adjustments to certain valuation allowances.

No additional tax benefit was recorded related to the CARES Act during the year ended December 31, 2022.

The Inflation Reduction Act (IRA), was signed into law on August 16, 2022.

As a result, the consolidated financial statements do not reflect such income taxes on pre-tax income or loss attributable to the noncontrolling interest in the partnership.

The IRA, was signed into law on August 16, 2022.

The IRA includes significant law changes relating to tax, climate change, energy and health care.

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however, the company does not have enough information to provide a reasonable estimate of future tax benefits at this time.

On January 9, 2024, the transactions contemplated by the Merger Agreement were completed as described in more detail in Note 5 - Acquisition and Dispositions included herein.

For income tax purposes, the total consideration given by the company in exchange for the remaining interest in the partnership, creates a tax basis in the acquired interest.

Because the GAAP basis in the acquired interest is less than the total consideration, a new deferred tax asset will be created.

It is expected that the company's valuation allowance on deferred tax assets will increase by a corresponding amount, which is not expected to have a material impact on the company's consolidated financial statements.

Income tax expense (benefit) consists of the following (in thousands):

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Stock compensation ( 4,440 ) 1,105 ( 1,954 )

Amended return adjustments — — ( 19,786 )

Other 1,759 364 585

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Accrued expenses 5,200 4,770

Leases 8,820 8,885

Lease obligations 9,514 8,820

Organizational and start-up costs 335 473

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Fixed assets ( 114,690 ) ( 116,781 )

Derivative financial instruments ( 1,238 ) —

Right-of-use assets ( 6,746 ) ( 6,035 )

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Unrecognized tax benefits were $ 51.4 million as of both December 31, 2023 and 2022.

Recognition of these tax benefits would favorably impact the company’s effective tax rate.

Unrecognized tax benefits were recorded as a reduction of the

deferred asset associated with the federal tax credit carryforwards.

Recognition of these tax benefits

would favorably impact the company’s effective tax rate.

Unrecognized tax benefits were recorded as a reduction of the deferred asset associated with the federal tax credit carryforwards.

Interest and penalties associated with uncertain tax positions are accrued as part of income taxes payable.

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Operating lease expense $ 27,773 $ 22,116 $ 19,587

Variable lease expense (1)

Variable lease expense (benefit) (1)

( 97 ) 1,394 1,225

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The remaining lease revenue is not material to the company.

Refer to Note 4 – Revenue for further discussion on lease revenue.

Commodities, Storage and Transportation

As of December 31, 2022, the company had contracted future purchases of ethanol, grain, natural gas, and distillers grains, valued at approximately $ 389.1 million and future commitments for storage and transportation, valued at approximately $ 23.6 million.

As of December 31, 2023, the company had contracted future purchases of grain, ethanol, distillers grains, and natural gas valued at approximately $ 166.4 million and future commitments for storage and transportation, valued at approximately $ 27.0 million.

Government Assistance

During the year ended December 31, 2022, the company received a relief grant from the USDA related to the Biofuel Producer Program authorized as part of the CARES Act to offset market losses as a result of the COVID-19 pandemic.

The total cash grant received of $ 27.7 million was recorded as other income and the company has no further reporting or other obligations related to the receipt of this grant.

During the year ended December 31, 2023 and 2022, respectively, the company received relief grants of $ 3.4 million and $ 27.7 million from the USDA related to the Biofuel Producer Program.

The grants received were recorded as other income and the company has no further reporting or other obligations related to the receipt of these grants.

The company is currently involved in litigation that has arisen in the ordinary course of business, but does not believe any pending litigation will have a material adverse effect on its financial position, results of operations or cash flows.

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At December 31, 2023 and 2022, net liabilities of $ 1.0 million and $ 1.3 million, respectively, were included in other liabilities on the consolidated balance sheets.

RELATED PARTY TRANSACTIONS

Green Plains Cattle Company LLC

The company engaged in certain related party transactions with GPCC, which was considered a related party until the fourth quarter of 2020 at which time the company’s remaining 50 % interest was sold.

The company provided a variety of shared services to GPCC, including accounting and finance, payroll and human resources, information technology, legal, communications and treasury activities.

The company reduced selling, general and administrative expenses by $ 1.2 million related to shared services provided for the year ended December 31, 2020.

Green Plains Trade Group, a subsidiary of the company, enters into certain sale contracts with GPCC during the normal course of business.

Related party revenues associated with GPCC were $ 8.2 million for the year ended December 31, 2020.

At the time of the sale of GPCC, Mr.

Ejnar Knudsen, a member of the company’s board of directors, had an indirect ownership interest in GPCC of 0.0736 % by reason of his ownership in TGAM Agribusiness Fund LP.

Based on the purchase price, the value of that ownership interest is approximately $ 0.1 million.

Knudsen also is the CEO and partial owner of AGR Partners LLC (AGR) which provides investment advisory services to TGAM Agribusiness Fund LP pursuant to a sub-advisory agreement between AGR Partners LLC and Nuveen Alternative Advisors LLC, which is the investment manager for TGAM Agribusiness Fund LP.

EQUITY METHOD INVESTMENTS

Green Plains Cattle Company LLC

On September 1, 2019, the company formed a joint venture with TGAM and StepStone.

Such parties entered into the Second Amended and Restated Limited Liability Company Agreement of GPCC effective as of September 1, 2019.

GPCC was previously a wholly owned subsidiary of Green Plains.

Green Plains also entered into a Securities Purchase Agreement with TGAM and StepStone, whereby TGAM and StepStone purchased an aggregate of 50 % of the membership interests of GPCC from Green Plains.

After closing, GPCC was no longer consolidated in the company’s consolidated financial statements and the GPCC investment was accounted for using the equity method of accounting.

GPCC conducted the business of the joint venture, including (i) owning and operating the cattle feeding operations (as defined below), and (ii) any other activities approved by GPCC’s board of managers.

The company did not consolidate any part of the assets or liabilities or operating results of its equity method investee.

The company’s share of net income or loss in the investee increased or decreased, as applicable, the carrying value of the investment.

With respect to GPCC, the company determined that this entity did not represent a variable interest entity and consolidation was not required.

In addition, although the company had the ability to exercise significant influence over the joint venture through board representation and voting rights, all significant decisions required the consent of the other investors without regard to economic interest.

On October 1, 2020, the company sold its remaining 50 % joint venture interest in GPCC to AGR, TGAM Agribusiness Fund LP and StepStone for $ 80.5 million in cash, plus closing adjustments.

The transaction resulted in a reduction in other assets of $ 69.7 million as a result of removal of the equity method investment in GPCC, and a reduction in accumulated other comprehensive income (loss) of $ 10.7 million as a result of the removal of the company’s share of equity method investees accumulated other comprehensive loss.

Summarized Financial Information

Our equity method investments totaled $ 17.3 million and $ 7.2 million at December 31, 2022 and 2021, respectively and are reflected in other assets on the consolidated balance sheets.

Earnings from equity method investments, net of income taxes, were as follows (in thousands):

Year Ended December 31,

2022 2021 2020

Green Plains Cattle Company LLC (1)

$ — $ — $ 20,531

All others 71 700 562

Total income from equity method investments, net of income taxes $ 71 $ 700 $ 21,093

Distributions from equity method investments $ 1,150 $ 1,500 $ 27,910

Earnings (loss) from equity method investments, net of distributions $ ( 1,079 ) $ ( 800 ) $ ( 6,817 )

(1) Pretax equity method earnings of GPCC were $ 27.0 million for the year ended December 31, 2020.

The company reports its proportional share of equity method investment income in the consolidated statements of operations.

The following table present summarized information of GPCC.

December 31, 2020 (1)

Total revenues $ 747,824

Total operating expenses 693,753

Net income $ 54,071

(1) GPCC equity method treatment began on September 1, 2019 and ended on October 1, 2020.

As such, fiscal year 2020 includes nine months of GPCC 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 9A. Controls and Procedures