Green Plains Inc. 10-K

Item 9A. Controls and Procedures. Evaluation of Disclosure Controls and Procedures We maintain disclosure controls and procedures designed to ensure information that must be disclosed in the reports we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to management, as appropriate, to allow timely decisions regarding required financial disclosure. In designing and evaluating the disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives. Management is required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures. 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 Management is responsible for establishing and maintaining effective internal control over financial reporting as defined in Rule 13a-15(f) of the Exchange Act. Our internal control system is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements in accordance with GAAP. Under the supervision and participation of our chief executive officer and chief financial officer, management assessed the design and operating effectiveness of our internal control over financial reporting as of December 31, 2023, based on the Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on this assessment, management concluded that our internal control over financial reporting was effective as of December 31, 2023. The effectiveness of the company’s internal control over financial reporting as of December 31, 2023, has been audited by KPMG LLP, an independent registered public accounting firm, as stated in their report, which is included herein. 48 Table of Contents Changes in Internal Control over Financial Reporting Management is responsible for establishing and maintaining effective internal control over financial reporting to provide reasonable assurance regarding the reliability of our financial reporting and the preparation of our consolidated financial statements for external purposes in accordance with GAAP. We have not identified any changes in our internal control over financial reporting that occurred during the quarter ended December 31, 2023, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. 49 Table of Contents Report of Independent Registered Public Accounting Firm To the Stockholders and Board of Directors Green Plains Inc.: Opinion on Internal Control Over Financial Reporting We have audited Green Plains Inc. and subsidiaries' (the Company) 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. In our opinion, the Company maintained, in all material respects, effective 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. We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of December 31, 2023 and 2022, the related consolidated statements of operations, comprehensive loss, stockholders’ equity, and cash flows for each of the years in the three-year period ended December 31, 2023, and the related notes (collectively, the consolidated financial statements), and our report dated February 9, 2024 expressed an unqualified opinion on those consolidated financial statements. Basis for Opinion The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Annual Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audit also included performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion. Definition and Limitations of Internal Control Over Financial Reporting A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. /s/ KPMG LLP Omaha, Nebraska February 9, 2024 50 Table of Contents Item 9B. 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. Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections. Not applicable. PART III Item 10. Directors, Executive Officers and Corporate Governance. 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. Our code of ethics is available on our website at www.gpreinc.com in the “Investors and Media – Governance” section. Amendments or waivers are disclosed within five business days following its adoption. Item 11. Executive Compensation. Information included in the Proxy Statement under “Corporate Governance - Compensation of Directors” and “Executive Compensation” is incorporated by reference. Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters. Information in the Proxy Statement under “Security Ownership of Certain Beneficial Owners and Management” and “Executive Compensation” is incorporated by reference. Item 13. Certain Relationships and Related Transactions, and Director Independence. Information in the Proxy Statement under "Corporate Governance" and “Transactions with Related Persons, Promoters and Certain Control Persons” is incorporated by reference. Item 14. Principal Accounting Fees and Services. Information in the Proxy Statement under “Independence of Auditors” and "Auditors' Fees" is incorporated by reference. 51 Table of Contents PART IV Item 15. Exhibits, Financial Statement Schedules. (1) Financial Statements. The following consolidated financial statements and notes are filed as part of this annual report on Form 10-K. Page Report of Independent Registered Public Accounting Firm F- 1 Auditor Name: KPMG LLP Auditor Location: Omaha, NE Auditor Firm ID: 185 Consolidated Balance Sheets as of December 31, 2023 and 2022 F- 3 Consolidated Statements of Operations for the years-ended December 31, 2023, 2022 and 2021 F- 4 Consolidated Statements of Comprehensive Loss for the years-ended December 31, 2023, 2022 and 2021 F- 5 Consolidated Statements of Stockholders’ Equity for the years-ended December 31, 2023, 2022 and 2021 F- 6 Consolidated Statements of Cash Flows for the years-ended December 31, 2023, 2022 and 2021 F- 7 Notes to Consolidated Financial Statements F- 9 (2) Financial Statement Schedules. All schedules have been omitted because they are not applicable or the required information is included in the consolidated financial statements or notes thereto. (3) Exhibits. The following exhibits are incorporated by reference, filed or furnished as part of this annual report on Form 10-K. Exhibit Index Exhibit No. Description of Exhibit 2.1(a) Asset Purchase Agreement among Hereford Ethanol Partners, L.P. and Green Plains Hereford LLC, dated December 11, 2020. (The schedules to the Asset Purchase Agreement have been omitted. The Company will furnish such schedules to the SEC upon request.) 2.1(b) Asset Purchase Agreement, dated December 14, 2020, by and among Green Plains LP, Green Plains Holdings LLC, Green Plains Operating Company LLC, Green Plains Ethanol Storage LLC, Green Plains Logistics LLC, Green Plains Inc., Green Plains Trade Group LLC and Green Plains Hereford LLC. (incorporated herein by reference to Exhibit 2.2 to the company's Current Report on Form 8-K filed on December 15, 2020). 2.2 Asset Purchase Agreement, dated January 25, 2021, by and among Green Plains Partners LP, Green Plains Holdings LLC, Green Plains Operating Company LLC, Green Plains Ethanol Storage LLC, Green Plains Logistics LLC, Green Plains Inc., Green Plains Trade Group LLC and Green Plains Ord LLC. (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) 3.1(b) Articles of Amendment to Second Amended and Restated Articles of Incorporation of Green Plains Renewable Energy, Inc. (incorporated herein by reference to Exhibit 3.1 of the company’s Current Report on Form 8-K filed May 9, 2011) 3.1(c) Second Articles of Amendment to Second Amended and Restated Articles of Incorporation of Green Plains Renewable Energy, Inc. (incorporated herein by reference to Exhibit 3.1 to the company’s Current Report on Form 8-K filed May 16, 2014) 52 Table of Contents 3.1(d) Third Articles of Amendment to Second Amended and Restated Articles of Incorporation of Green Plains, Inc. (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) 3.2(b) First Amendment to Fourth Amended and Restated Bylaws of Green Plains, Inc. (incorporated herein by reference to Exhibit 3.2 to the company's Current Report on Form 8-K filed on May 6, 2022) 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 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(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. and Wilmington Trust, National Association, including the form of Global Note attached as Exhibit A thereto (incorporated herein by reference to Exhibit 4.1 of the company’s Current Report on Form 8-K filed on June 21, 2019) 4.5 Description of Securities Registered Under Section 12 of the Exchange Act (incorporated herein by reference to Exhibit 4.7 of the company’s Annual Report on Form 10-K filed February 20, 2020) *10.1 2007 Equity Incentive Plan (incorporated herein by reference to Appendix A of the company’s Definitive Proxy Statement filed March 27, 2007) 10.2 Form of Indemnification Agreement (incorporated herein by reference to Exhibit 10.53 of the company’s Registration Statement on Form S-4/A filed August 1, 2008) *10.3(a) Employment Agreement by and between Green Plains Renewable Energy, Inc. and Todd Becker dated May 7, 2008 (incorporated herein by reference to Exhibit 10.54 of the company’s Registration Statement on Form S-4/A filed August 1, 2008) *10.3(b) Amendment No. 1 to Employment Agreement by and between Green Plains Renewable Energy, Inc. and Todd Becker, dated December 18, 2009. (incorporated herein by reference to Exhibit 10.7(b) of the company’s Annual Report on Form 10-K filed February 24, 2010) *10.3(c) Amendment No. 2 to Employment Agreement by and between Green Plains, Inc. and Todd Becker, dated March 27, 2018 (incorporated herein by reference to Exhibit 10.52 of the company’s Quarterly Report on Form 10-Q filed on May 7, 2018) *10.4(a) 2009 Equity Incentive Plan (incorporated herein by reference to Exhibit 10.1 of the company’s Current Report on Form 8-K dated May 11, 2009) *10.4(b) Amendment No. 1 to the 2009 Equity Incentive Plan (incorporated herein by reference to Appendix A of the company’s Definitive Proxy Statement filed March 25, 2011) *10.4(c) Amendment No. 2 to the 2009 Equity Incentive Plan (incorporated herein by reference to Appendix A of the company’s Definitive Proxy Statement filed March 29, 2013) *10.4(d) Amended and Restated 2009 Equity Incentive Plan (incorporated herein by reference to Exhibit 99.1 of the company’s Registration Statement on Form S-8 filed June 23, 2017) 53 Table of Contents *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) *10.5(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(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) 10.8(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. as Lead Arranger, Rabo Agrifinance, Inc. as Syndication Agent, ABN AMRO Capital USA LLC as Documentation Agent and BNP Paribas as Administrative Agent (incorporated herein by reference to Exhibit 10.1 of the company’s Current Report on Form 8-K filed November 3, 2011) 10.8(b) Security Agreement dated October 28, 2011 by and among Green Plains Grain Company LLC, Green Plains Grain Company TN LLC, Green Plains Essex Inc. and BNP Paribas (incorporated herein by reference to Exhibit 10.2 of the company’s Current Report on Form 8-K filed November 3, 2011) 10.8(c) Promissory Note dated October 28, 2011 by and among Green Plains Grain Company LLC, Green Plains Grain Company TN LLC, Green Plains Essex Inc. and Bank of Oklahoma (incorporated herein by reference to Exhibit 10.3 of the company’s Current Report on Form 8-K filed November 3, 2011) 10.8(d) Promissory Note dated October 28, 2011 by and among Green Plains Grain Company LLC, Green Plains Grain Company TN LLC, Green Plains Essex Inc. and U.S. Bank National Association (incorporated herein by reference to Exhibit 10.4 of the company’s Current Report on Form 8-K filed November 3, 2011) 10.8(e) Promissory Note dated October 28, 2011 by and among Green Plains Grain Company LLC, Green Plains Grain Company TN LLC, Green Plains Essex Inc. and Farm Credit Bank of Texas (incorporated herein by reference to Exhibit 10.5 of the company’s Current Report on Form 8-K filed November 3, 2011) 10.8(f) First Amendment to Credit Agreement dated January 6, 2012 by and among Green Plains Grain Company LLC, Green Plains Grain Company TN LLC, Green Plains Essex Inc., BNP Paribas and the Required Lenders (incorporated herein by reference to Exhibit 10.26(k) of the company’s Annual Report on Form 10-K filed February 17, 2012) 10.8(g) Second Amendment to Credit Agreement, dated October 26, 2012, by and among Green Plains Grain Company LLC, Green Plains Grain Company TN LLC, Green Plains Essex, Inc., BNP Paribas, as the administrative agent under the Credit Agreement, and the lenders party to the Credit Agreement (incorporated herein by reference to Exhibit 10.5 of the company’s Quarterly Report on Form 10-Q filed November 1, 2012) 54 Table of Contents 10.8(h) Third Amendment to Credit Agreement, dated August 27, 2013, by and among Green Plains Grain Company LLC, Green Plains Grain Company TN LLC, Green Plains Essex, Inc., BNP Paribas, as the administrative agent under the Credit Agreement, and the lenders party to the Credit Agreement (incorporated herein by reference to Exhibit 10.3 of the company’s Quarterly Report on Form 10-Q filed October 31, 2013) 10.8(i) Fourth Amendment to Credit Agreement, dated August 8, 2014, by and among Green Plains Grain Company LLC (including in its capacity as successor by merger to Green Plains Essex Inc.), Green Plains Grain Company TN LLC, BNP Paribas, as the administrative agent under the Credit Agreement, and the lenders party to the Credit Agreement (incorporated herein by reference to Exhibit 10.3 of the company’s Quarterly Report on Form 10-Q filed October 30, 2014) 10.8(j) Fifth Amendment to Credit Agreement, dated June 1, 2015, by and among Green Plains Grain Company LLC (including in its capacity as successor by merger to Green Plains Essex Inc.), Green Plains Grain Company TN LLC, BNP Paribas, as the administrative agent under the Credit Agreement, and the lenders party to the Credit Agreement (incorporated herein by reference to Exhibit 10.5 of the company’s Quarterly Report on Form 10-Q filed August 3, 2016) 10.8(k) Sixth Amendment to Credit Agreement, dated January 5, 2016, by and among Green Plains Grain Company LLC (including in its capacity as successor by merger to Green Plains Essex Inc.), Green Plains Grain Company TN LLC, BNP Paribas, as the administrative agent under the Credit Agreement, and the lenders party to the Credit Agreement (incorporated herein by reference to Exhibit 10.6 of the company’s Quarterly Report on Form 10-Q filed August 3, 2016) 10.8(l) Seventh Amendment to Credit Agreement, dated July 27, 2016, by and among Green Plains Grain Company LLC (including in its capacity as successor by merger to Green Plains Essex Inc.), Green Plains Grain Company TN LLC, BNP Paribas, as the administrative agent under the Credit Agreement, and the lenders party to the Credit Agreement (incorporated herein by reference to Exhibit 10.7 of the company’s Quarterly Report on Form 10-Q filed August 3, 2016) 10.8(m) Eighth Amendment to Credit Agreement, dated as of August 29, 2017, among Green Plains Grain Company and BNP Paribas, as Administrative Agent, and the lenders party to the Credit Agreement (incorporated herein by reference to Exhibit 10.3(a) to the company’s Current Report on Form 8-K dated August 29, 2017) 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) 10.8(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. and Patrich Simpkins dated April 1, 2012 (incorporated herein by reference to Exhibit 10.2 of the company’s Quarterly Report on Form 10-Q filed May 1, 2014) *10.10 Employment Agreement by and between Green Plains Inc. and Michelle S. 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) 10.11 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) 10.12(a) Omnibus Agreement, dated July 1, 2015, by and among Green Plains Inc., Green Plains Holdings LLC, Green Plains Partners LP and Green Plains Operating Company LLC (incorporated herein by reference to Exhibit 10.2 to the company’s Current Report on Form 8-K dated July 6, 2015) 10.12(b) First Amendment to the Omnibus Agreement, dated January 1, 2016, by and among Green Plains Inc., Green Plains Holdings LLC, Green Plains Partners LP and Green Plains Operating Company LLC (incorporated herein by reference to Exhibit 10.22(b) to the company’s Annual Report on Form 10-K for the year ended December 31, 2015) 10.12(c) Second Amendment to the Omnibus Agreement, dated September 23, 2016, by and among Green Plains Inc., Green Plains Partners LP, Green Plains Holdings LLC 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 September 26, 2016) 55 Table of Contents 10.12(d) Third Amendment to the Omnibus Agreement, dated November 15, 2018, by and among Green Plains Inc., Green Plains Partners LP, Green Plains Holdings LLC and Green Plains Operating Company LLC (incorporated herein by reference to Exhibit 10.18(d) to the company’s Annual Report on Form 10-K for the year ended December 31, 2018) 10.13(a) Operational Services and Secondment Agreement, dated July 1, 2015, by and between Green Plains Inc. and Green Plains Holdings LLC (incorporated herein by reference to Exhibit 10.3 to the company’s Current Report on Form 8-K dated July 6, 2015) 10.13(b) Amendment No. 1 to the Operational Services and Secondment Agreement, dated January 1, 2016, by and between Green Plains Inc. and Green Plains Holdings LLC (incorporated herein by reference to Exhibit 10.23(b) to the company’s Annual Report on Form 10-K for the year ended December 31, 2015) 10.13(c) Amendment No. 2 to Operational Services and Secondment Agreement, dated September 23, 2016, between Green Plains Inc. and Green Plains Holdings LLC (incorporated herein by reference to Exhibit 10.2 to the company’s Current Report on Form 8-K dated September 26, 2016) 10.13(d) Amendment No. 3 to Operational Services and Secondment Agreement, dated November 15, 2018, between Green Plains Inc. and Green Plains Holdings LLC (incorporated herein by reference to Exhibit 10.19(d) to the company’s Annual Report on Form 10-K for the year ended December 31, 2018) 10.13(e) Amendment No. 4 to Operational Services and Secondment Agreement, dated December 28, 2020, between Green Plains Inc. and Green Plains Holdings LLC (incorporated herein by reference to Exhibit 10.3 to the company’s Current Report on Form 8-K filed December 28, 2020) 10.13(f) Amendment No. 5 to Operational Services and Secondment Agreement, dated March 22, 2021, between Green Plains Inc. and Green Plains Holdings LLC. (incorporated herein by reference to Exhibit 10.3 to the company’s Current Report on Form 8-K dated March 23, 2021) 10.14(a) Rail Transportation Services Agreement, dated July 1, 2015, by and between Green Plains Logistics LLC and Green Plains Trade Group LLC (incorporated herein by reference to Exhibit 10.4 to the company’s Current Report on Form 8-K dated July 6, 2015) 10.14(b) Amendment No. 1 to Rail Transportation Services Agreement, dated September 1, 2015, by and between Green Plains Logistics LLC and Green Plains Trade Group LLC (incorporated herein by reference to Exhibit 10.1 of the company’s Quarterly Report on Form 10-Q filed August 3, 2016) 10.14(c) Correction to Rail Transportation Services Agreement, dated May 12, 2016, by and between Green Plains Logistics LLC and Green Plains Trade Group LLC (incorporated herein by reference to Exhibit 10.3 of the company’s Quarterly Report on Form 10-Q filed August 3, 2016) 10.14(d) Amendment No. 2 to Rail Transportation Services Agreement, dated November 30, 2016 (incorporated herein by reference to Exhibit 10.1 to the company’s Current Report on Form 8-K dated December 1, 2016) 10.14(e) Amendment No. 3 to Rail Transportation Services Agreement, dated November 15, 2018 (incorporated herein by reference to Exhibit 10.1 to the company’s Current Report on Form 8-K dated November 15, 2018) 10.14(f) Corrective Amendment to Rail Transportation Services Agreement, dated November 15, 2018, by and between Green Plains Logistics LLC and Green Plains Trade Group LLC (incorporated herein by reference to Exhibit 10.20(f) to the company’s Annual Report on Form 10-K for the year ended December 31, 2018) 10.14(g) Amendment No. 4 to Rail Transportation Services Agreement, dated December 28, 2020 (incorporated herein by reference to Exhibit 10.1 to the company’s Current Report on Form 8-K dated December 28, 2020 ) 10.14(h) Amendment No. 5 to Rail Transportation Services Agreement, dated March 22, 2021, by and between Green Plains Logistics LLC and Green Plains Trade Group LLC (incorporated herein by reference to Exhibit 10.1 to the company’s Current Report on Form 8-K filed March 23, 2021) 10.14(i) Amendment No. 6 to Rail Transportation Services Agreement, dated August 16, 2022, by and between Green Plains Logistics LLC and Green Plains Trade Group LLC. (incorporated herein by reference to exhibit 10.1 to the company's Quarterly Report on Form 10-Q filed November 3, 2022) 10.15(a) Ethanol Storage and Throughput Agreement, dated July 1, 2015, by and between Green Plains Ethanol Storage LLC and Green Plains Trade Group LLC (incorporated herein by reference to Exhibit 10.5 to the company’s Current Report on Form 8-K dated July 6, 2015) 10.15(b) Amendment No. 1 to the Ethanol Storage and Throughput Agreement, dated January 1, 2016, by and between Green Plains Ethanol Storage LLC and Green Plains Trade Group LLC (incorporated herein by reference to Exhibit 10.25(b) to the company’s Annual Report on Form 10-K for the year ended December 31, 2015) 56 Table of Contents 10.15(c) Clarifying Amendment to Ethanol Storage and Throughput Agreement, dated January 4, 2016, by and between Green Plains Ethanol Storage LLC and Green Plains Trade Group LLC (incorporated herein by reference to Exhibit 10.2 of the company’s Quarterly Report on Form 10-Q filed August 3, 2016) 10.15(d) Amendment No. 2 to Ethanol Storage and Throughput Agreement, dated September 23, 2016, by and between Green Plains Ethanol Storage LLC and Green Plains Trade Group LLC (incorporated herein by reference to Exhibit 10.3 to the company’s Current Report on Form 8-K dated September 26, 2016) 10.15(e) Amendment No. 3 to Ethanol Storage and Throughput Agreement, dated November 15, 2018, by and between Green Plains Ethanol Storage LLC and Green Plains Trade Group LLC (incorporated herein by reference to Exhibit 10.2 to the company’s Current Report on Form 8-K dated November 15, 2018) (The exhibits to Amendment No. 3 have been omitted. The company will furnish such schedules to the SEC upon request). 10.15(f) Amendment No. 4 to Ethanol Storage and Throughput Agreement, dated December 28, 2020, by and between Green Plains Ethanol Storage LLC and Green Plains Trade Group LLC (incorporated herein by reference to Exhibit 10.2 to the company’s Current Report on Form 8-K dated December 28, 2020) 10.15(g) Amendment No. 5 to Ethanol Storage and Throughput Agreement, dated March 22, 2021, by and between Green Plains Ethanol Storage LLC and Green Plains Trade Group LLC. (incorporated herein by reference to Exhibit 10.3 to the company’s Current Report on Form 8-K filed March 23, 2021) (The exhibits to Amendment No. 5 have been omitted. The Company will furnish such schedules to the SEC upon request). 10.16(a) Credit Agreement, dated July 1, 2015, by and among Green Plains Operating Company LLC, as the Borrower, the subsidiaries of the Borrower identified therein, Bank of America, N.A., and the other lenders party thereto (incorporated herein by reference to Exhibit 10.6 to the company’s Current Report on Form 8-K dated July 6, 2015) 10.16(b) First Amendment to Credit Agreement, dated September 16, 2016 by and among Green Plains Operating Company LLC, as the Borrower, the subsidiaries of the Borrower identified therein, Bank of America, N.A., and the other lenders party thereto (incorporated herein by reference to Exhibit 10.22(b) to the company’s Annual Report on Form 10-K for the year ended December 31, 2018) 10.16(c) Incremental Joinder Agreement, dated October 27, 2017, among Green Plains Operating Company LLC and Bank of America, as Administrative (incorporated herein by reference to Exhibit 10.8 to the company’s Quarterly Report on Form 10-Q dated November 2, 2017) 10.16(d) Second Amendment to Credit Agreement, dated February 16, 2018 by and among Green Plains Operating Company LLC, as the Borrower, the subsidiaries of the Borrower identified therein, Bank of America, N.A., and the other lenders party thereto (incorporated herein by reference to Exhibit 10.22(d) to the company’s Annual Report on Form 10-K for the year ended December 31, 2018) 10.16(e) Incremental Joinder Agreement, dated February 20, 2018, among Green Plains Operating Company LLC and Bank of America, as Administrative (incorporated herein by reference to Exhibit 10.22(e) to the company’s Annual Report on Form 10-K for the year ended December 31, 2018) 10.16(f) Third Amendment to Credit Agreement, dated October 12, 2018 by and among Green Plains Operating Company LLC, as the Borrower, the subsidiaries of the Borrower identified therein, Bank of America, N.A., and the other lenders party thereto (incorporated herein by reference to Exhibit 10.22(f) to the company’s Annual Report on Form 10-K for the year ended December 31, 2018) 10.16(g) Consent to Credit Agreement, dated July 15, 2019, by and among Green Plains Operating Company LLC and Bank of America, as Administrative Agent (incorporated herein by reference to Exhibit 10.1 to the company’s Quarterly Report on Form 10-Q dated August 6, 2019) 10.16(h) Fourth Amendment to Credit Agreement, dated June 4, 2020, by and among Green Plains Operating Company LLC, as the Borrower, the subsidiaries of the Borrower identified therein, Bank of America, N.A. 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 June 4, 2020) 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) 57 Table of Contents 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). 10.16(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) 10.17(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) 10.18(b) Delayed Draw Term Promissory Note 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 10.2 to the company’s Current Report on Form 8-K filed on September 8, 2020) 10.18(c) Loan Guaranty Agreement dated September 3, 2020 by and among Green Plains Inc, as the Guarantor, and MetLife Real Estate Lending LLC, as the Lender (incorporated herein by reference to Exhibit 10.3 to the company’s Current Report on Form 8-K filed on September 8, 2020) 10.18(d) Deed of Trust, Security Agreement, Assignment of Leases and Rents and Fixture Filing dated September 3, 2020 by and among Green Plains Wood River LLC, as the Trustor, and MetLife Real Estate Lending LLC, as the Beneficiary (incorporated herein by reference to Exhibit 10.4 to the company’s Current Report on Form 8-K filed on September 8, 2020) 10.18(e) Mortgage, Security Agreement, Assignment of Leases and Rents and Fixture Filing dated September 3, 2020 by and among Green Plains Shenandoah LLC, as the Borrower, and MetLife Real Estate Lending LLC, as the Lender (incorporated herein by reference to Exhibit 10.5 to the company’s Current Report on Form 8-K filed on September 8, 2020) 10.19(a) Note Purchase Agreement dated February 9, 2021 by and among Green Plains SPE LLC, as the Issuer, Green Plains Inc., as Guarantor, and Purchasers signatory thereto. (The schedules to the Note Purchase Agreement have been omitted. The Company will furnish such schedules to the SEC upon request.) (incorporated herein by reference to Exhibit 10.1 to the company’s Current Report on Form 8-K filed on February 12, 2021) 10.19(b) Pledge and Security Agreement dated February 9, 2021 by and among Green Plains SPE LLC, as the Pledgor, in favor of Wilmington Trust, National Association, as Trustee. (The schedules to the Pledge and Security Agreement have been omitted. The Company will furnish such schedules to the SEC upon request.) (incorporated herein by reference to Exhibit 10.2 to the company’s Current Report on Form 8-K filed on February 12, 2021) 58 Table of Contents 10.19(c) Indenture dated February 9, 2021 by Green Plains SPE LLC, as Issuer, Green Plains Inc., as Guarantor and Wilmington Trust, National Association, as Trustee. (The schedules to the Indenture have been omitted. The Company will furnish such schedules to the SEC upon request.) (incorporated herein by reference to Exhibit 10.3 to the company’s Current Report on Form 8-K filed on February 12, 2021) 10.19(d) First Priority Mortgage, Assignment of Leases and Rents, Security Agreement and Financing Statement from Green Plains Mount Vernon LLC, as Mortgagor and Wilmington Trust, National Association, as Mortgagee. (incorporated herein by reference to Exhibit 10.4 to the company’s Current Report on Form 8-K filed on February 12, 2021) 10.19(e) First Priority Deed of Trust, Assignment of Leases and Rents, Security Agreement and Financing Statement from Green Plains Obion LLC, as Mortgagor and Wilmington Trust, National Association, as Mortgagee. (incorporated herein by reference to Exhibit 10.5 to the company’s Current Report on Form 8-K filed on February 12, 2021) *10.20 Employment Agreement by and between Green Plains Inc. and Leslie van der Meulen dated December 2, 2021 (incorporated herein by reference to Exhibit 10.25 to the company's Annual Report on Form 10-K for the year ended December 31, 2021). 10.21 Loan and Security Agreement, dated March 25, 2022, by and among Green Plains Inc., as Guarantor, Green Plains Finance Company LLC, Green Plains Grain Company LLC and Green Plains Trade Group LLC as the Borrowers, ING Capital LLC, as Agent and the other financial institutions party thereto. (The exhibits and schedules to the Loan and Security Agreement have been omitted. The Company will furnish such schedules to the SEC upon request). (incorporated herein by reference to Exhibit 10.1 to the company's Current Report on Form 8-K filed on March 28, 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) 10.22(b) Exchange Agreement, dated August 4, 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 5, 2022) 10.22(c) Exchange Agreement, dated August 4, 2022, by and between Green Plains Inc and the applicable Noteholders (incorporated herein by reference to Exhibit 10.2 to the company's Current Report on Form 8-K filed on August 5, 2022) 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. and James E. 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. and Todd A. 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. and James E. 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) 59 Table of Contents *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 23.1 Consent of KPMG LLP 31.1 Certification of Chief Executive Officer pursuant to Rule 13a-14(a) and Section 302 of the Sarbanes-Oxley Act of 2002 31.2 Certification of Chief Financial Officer pursuant to Rule 13a-14(a) and Section 302 of the Sarbanes-Oxley Act of 2002 32.1 Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 32.2 Certification of Chief Financial Officer pursuant to 18 U.S.C. 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): (i) the Consolidated Balance Sheets, (ii) the Consolidated Statements of Operations, (iii) the Consolidated Statements of Comprehensive Income (iv) the Consolidated Statements of Stockholders’ Equity (v) the Consolidated Statements of Cash Flows and (vi) the Notes to Consolidated Financial Statements and Financial Statement Schedule. 104 The cover page from Green Plains Inc. Annual Report on Form 10-K for the year ended December 31, 2023, formatted in iXBRL __________________ * Represents management compensatory contracts Item 16. Form 10-K Summary. None. 60 Table of Contents SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. GREEN PLAINS INC (Registrant) Date: February 9, 2024 By: /s/ Todd A. Becker Todd A. Becker President and Chief Executive Officer (Principal Executive Officer) Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated. Signature Title Date /s/ Todd A. Becker President and Chief Executive Officer February 9, 2024 Todd A. Becker (Principal Executive Officer) and Director /s/ James E. Stark Chief Financial Officer (Principal Financial February 9, 2024 James E. Stark Officer and Principal Accounting Officer) /s/ Jim Anderson Chairman of the Board February 9, 2024 Jim Anderson /s/ Farha Aslam Director February 9, 2024 Farha Aslam /s/ Ejnar A. Knudsen III Director February 9, 2024 Ejnar A. Knudsen III /s/ Brian D. Peterson Director February 9, 2024 Brian D. Peterson /s/ Martin Salinas Jr. Director February 9, 2024 Martin Salinas Jr. /s/ Alain Treuer Director February 9, 2024 Alain Treuer /s/ Kimberly Wagner Director February 9, 2024 Kimberly Wagner 61 Table of Contents Report of Independent Registered Public Accounting Firm To the Stockholders and Board of Directors Green Plains Inc.: Opinion on the Consolidated Financial Statements We have audited the accompanying consolidated balance sheets of Green Plains Inc. and subsidiaries (the Company) as of December 31, 2023 and 2022, the related consolidated statements of operations, comprehensive loss, stockholders’ equity, and cash flows for each of the years in the three-year period ended December 31, 2023, and the related notes (collectively, the consolidated financial statements). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2023 and 2022, and the results of its operations and its cash flows for each of the years in the three-year period ended December 31, 2023, in conformity with U.S. generally accepted accounting principles. 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. Basis for Opinion These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion. Critical Audit Matter The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of a critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates. Fair value of forward contracts As discussed in Note 2 to the consolidated financial statements, the Company records forward contracts at fair value unless the contract qualifies for and the Company elects normal purchase or sale exceptions. The Company estimates a fair value based on exchange-quoted prices, adjusted as appropriate for regional location basis values, which represent differences in local markets including transportation as well as quality or grade differences. Basis values are generally determined using inputs from broker quotations or market transactions. 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 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. F-1 Table of Contents The following are the primary procedures we performed to address this critical audit matter. We evaluated the design and tested the operating effectiveness of certain internal controls related to the valuation of forward contracts. To assess the valuation of forward contracts, for a sample of contracts, we tested the Company’s exchange-quoted prices by comparing the amounts used to observable market transactions and evaluated the Company’s adjustments for regional location basis values by comparing inputs used by the Company to third-party information, including broker quotations or market transactions. /s/ KPMG LLP We have served as the Company’s auditor since 2009. Omaha, Nebraska February 9, 2024 F-2 Table of Contents GREEN PLAINS INC. CONSOLIDATED BALANCE SHEETS (in thousands, except share amounts) December 31, 2023 2022 ASSETS Current assets Cash and cash equivalents $ 349,574 $ 444,661 Restricted cash 29,188 55,615 Accounts receivable, net of allowances of $ 85 and $ 429 , respectively 94,446 108,610 Income taxes receivable 822 1,286 Inventories 215,810 278,950 Prepaid expenses and other 23,118 19,837 Derivative financial instruments 19,772 19,791 Total current assets 732,730 928,750 Property and equipment, net 1,021,928 1,029,327 Operating lease right-of-use assets 73,993 73,244 Other assets 110,671 91,810 Total assets $ 1,939,322 $ 2,123,131 LIABILITIES AND STOCKHOLDERS' EQUITY Current liabilities Accounts payable $ 186,643 $ 234,301 Accrued and other liabilities 57,029 44,443 Derivative financial instruments 10,577 47,941 Operating lease current liabilities 22,908 20,721 Short-term notes payable and other borrowings 105,973 137,678 Current maturities of long-term debt 1,832 1,838 Total current liabilities 384,962 486,922 Long-term debt 491,918 495,243 Operating lease long-term liabilities 53,879 55,515 Other liabilities 18,507 24,385 Total liabilities 949,266 1,062,065 Commitments and contingencies (Note 17) Stockholders' equity Common stock, $ 0.001 par value; 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 62 62 Additional paid-in capital 1,113,806 1,110,151 Retained deficit ( 235,801 ) ( 142,417 ) Accumulated other comprehensive loss ( 3,160 ) ( 26,591 ) Treasury stock, 2,805,059 shares ( 31,174 ) ( 31,174 ) Total Green Plains stockholders' equity 843,733 910,031 Noncontrolling interests 146,323 151,035 Total stockholders' equity 990,056 1,061,066 Total liabilities and stockholders' equity $ 1,939,322 $ 2,123,131 See accompanying notes to the consolidated financial statements. F-3 Table of Contents GREEN PLAINS INC. CONSOLIDATED STATEMENTS OF OPERATIONS (in thousands, except per share amounts) Year Ended December 31, 2023 2022 2021 Revenues $ 3,295,743 $ 3,662,849 $ 2,827,168 Costs and expenses Cost of goods sold (excluding depreciation and amortization expenses reflected below) 3,103,838 3,525,011 2,625,109 Operations and maintenance expenses 27,154 25,158 23,061 Selling, general and administrative expenses 133,350 118,930 91,139 Gain on sale of assets, net ( 5,265 ) — ( 29,601 ) Depreciation and amortization expenses 98,244 92,698 91,952 Total costs and expenses 3,357,321 3,761,797 2,801,660 Operating income (loss) ( 61,578 ) ( 98,948 ) 25,508 Other income (expense) Interest income 11,707 5,277 575 Interest expense ( 37,703 ) ( 32,642 ) ( 67,144 ) Other, net 5,225 27,612 ( 1,940 ) Total other income (expense) ( 20,771 ) 247 ( 68,509 ) Loss before income taxes and income from equity method investees ( 82,349 ) ( 98,701 ) ( 43,001 ) Income tax benefit (expense) 5,617 ( 4,747 ) ( 1,845 ) Income from equity method investees 433 71 700 Net loss ( 76,299 ) ( 103,377 ) ( 44,146 ) Net income attributable to noncontrolling interests 17,085 23,841 21,846 Net loss attributable to Green Plains $ ( 93,384 ) $ ( 127,218 ) $ ( 65,992 ) Earnings per share Net loss attributable to Green Plains - basic and diluted $ ( 1.59 ) $ ( 2.29 ) $ ( 1.41 ) Weighted average shares outstanding Basic and diluted 58,814 55,541 46,652 See accompanying notes to the consolidated financial statements F-4 Table of Contents GREEN PLAINS INC. CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS (in thousands) Year Ended December 31, 2023 2022 2021 Net loss $ ( 76,299 ) $ ( 103,377 ) $ ( 44,146 ) Other comprehensive income (loss), net of tax 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 on derivatives, net of tax benefit of ($ 5,438 ), ($ 578 ) and ($ 4,540 ), respectively 17,083 1,828 14,092 Total other comprehensive income (loss), net of tax 23,431 ( 14,281 ) ( 10,138 ) Comprehensive loss ( 52,868 ) ( 117,658 ) ( 54,284 ) Comprehensive income attributable to noncontrolling interests 17,085 23,841 21,846 Comprehensive loss attributable to Green Plains $ ( 69,953 ) $ ( 141,499 ) $ ( 76,130 ) See accompanying notes to the consolidated financial statements. F-5 Table of Contents GREEN PLAINS INC. CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (in thousands) Common Stock Additional Paid-in Capital Retained Earnings (Deficit) Accumulated Other Comprehensive Loss Treasury Stock Total Green Plains Stockholders' Equity Non- Controlling Interests Total Stockholders' Equity Shares Amount Shares Amount Balance, January 1, 2021 47,471 $ 47 $ 691,393 $ 50,793 $ ( 2,172 ) 11,813 $ ( 131,287 ) $ 608,774 $ 129,812 $ 738,586 Net income (loss) — — — ( 65,992 ) — — — ( 65,992 ) 21,846 ( 44,146 ) Cash dividends and distributions declared — — — — — — — — ( 9,251 ) ( 9,251 ) Other comprehensive loss before reclassification — — — — ( 24,230 ) — — ( 24,230 ) — ( 24,230 ) Amounts reclassified from accumulated other comprehensive loss — — — — 14,092 — — 14,092 — 14,092 Other comprehensive loss, net of tax — — — — ( 10,138 ) — — ( 10,138 ) — ( 10,138 ) Issuance of common stock, net of fees 14,214 15 355,963 — — — — 355,978 — 355,978 Exchange of 4.00% convertible notes due 2024 — — 17,683 — — ( 3,569 ) 39,661 57,344 — 57,344 Investment in subsidiaries — — — — — — — — 12,264 12,264 Issuance of warrants — — 3,431 — — — — 3,431 ( 3,431 ) — Stock-based compensation 155 — 1,103 — — — — 1,103 279 1,382 Balance, December 31, 2021 61,840 62 1,069,573 ( 15,199 ) ( 12,310 ) 8,244 ( 91,626 ) 950,500 151,519 1,102,019 Net income (loss) — — — ( 127,218 ) — — — ( 127,218 ) 23,841 ( 103,377 ) Cash dividends and distributions declared — — — — — — — — ( 25,240 ) ( 25,240 ) Other comprehensive loss before reclassification — — — — ( 16,109 ) — — ( 16,109 ) — ( 16,109 ) Amounts reclassified from accumulated other comprehensive loss — — — — 1,828 — — 1,828 — 1,828 Other comprehensive loss, net of tax — — — — ( 14,281 ) — — ( 14,281 ) — ( 14,281 ) Exchange of 4.125 % convertible notes due 2022 — — 19,756 — — ( 1,188 ) 13,211 32,967 — 32,967 Redemption of 4.00 % convertible notes due 2024 — — 15,797 ( 4,251 ) 47,241 63,038 63,038 Investment in subsidiaries — — — — — — — — 675 675 Stock-based compensation 261 — 5,025 — — — — 5,025 240 5,265 Balance, December 31, 2022 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. F-6 Table of Contents GREEN PLAINS INC. CONSOLIDATED STATEMENTS OF CASH FLOWS (in thousands) Year Ended December 31, 2023 2022 2021 Cash flows from operating activities Net loss $ ( 76,299 ) $ ( 103,377 ) $ ( 44,146 ) Adjustments to reconcile net loss to net cash provided by operating activities Depreciation and amortization 98,244 92,698 91,952 Amortization of debt issuance costs and non-cash interest expense 2,693 3,894 8,402 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 Deferred income taxes ( 6,855 ) 4,515 1,233 Stock-based compensation 13,032 9,071 6,058 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 asset dispositions Accounts receivable 14,164 8,519 ( 64,095 ) Inventories 53,472 ( 23,435 ) ( 20,543 ) Derivative financial instruments ( 2,919 ) ( 7,145 ) 6,808 Prepaid expenses and other assets ( 3,704 ) ( 3,354 ) ( 578 ) Accounts payable and accrued liabilities ( 34,573 ) 75,311 17,189 Current income tax expense (benefit) 497 841 ( 699 ) Other ( 538 ) ( 351 ) ( 2,769 ) Net cash provided by operating activities 56,346 69,709 4,246 Cash flows from investing activities Purchases of property and equipment, net ( 108,093 ) ( 212,366 ) ( 187,195 ) Purchases of marketable securities — — ( 124,859 ) Proceeds from the sale of marketable securities — 124,523 — Proceeds from the sale of assets, net 25,403 — 87,217 Disposition of equity method investees — — ( 2,948 ) Investment in equity method investees ( 24,206 ) ( 17,156 ) — Other investing activities — ( 253 ) ( 8,500 ) Net cash used in investing activities ( 106,896 ) ( 105,252 ) ( 236,285 ) Cash flows from financing activities Proceeds from the issuance of long-term debt — 45,000 367,701 Payments of principal on long-term debt ( 4,838 ) ( 1,751 ) ( 188,700 ) Proceeds from short-term borrowings 1,190,999 1,863,315 3,473,541 Payments on short-term borrowings ( 1,223,785 ) ( 1,898,414 ) ( 3,445,634 ) Payments on extinguishment of convertible debt — ( 1,766 ) ( 20,861 ) Payments of dividends and distributions ( 22,728 ) ( 22,555 ) ( 9,251 ) Proceeds from issuance of common stock, net — — 355,978 Payments of loan fees ( 16 ) ( 2,522 ) ( 9,195 ) Payments related to tax withholdings for stock-based compensation ( 9,018 ) ( 3,806 ) ( 4,671 ) Other financing activities ( 1,578 ) ( 2,641 ) ( 720 ) Net cash provided by (used in) financing activities ( 70,964 ) ( 25,140 ) 518,188 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 F-7 Table of Contents GREEN PLAINS INC. CONSOLIDATED STATEMENTS OF CASH FLOWS (in thousands) Continued from the previous page Year Ended December 31, 2023 2022 2021 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 and cash equivalents, and restricted cash $ 378,762 $ 500,276 $ 560,959 Non-cash financing activity Exchange of 4.00 % convertible notes due 2024 for shares of common stock held in treasury stock $ — $ 64,000 $ 51,000 Exchange of 4.125 % convertible notes due 2022 for shares of common stock held in treasury stock $ — $ 32,550 $ — Supplemental investing activities Assets acquired in acquisitions, net of cash $ — $ — $ 9,000 Less: noncontrolling interests assumed — — ( 4,500 ) Net assets acquired $ — $ — $ 4,500 Assets disposed of in sale $ 22,351 $ — $ 54,626 Less: liabilities relinquished ( 3,779 ) — ( 3,706 ) Net assets disposed $ 18,572 $ — $ 50,920 Supplemental disclosures of cash flow Cash paid (refunded) for income taxes, net $ 1,242 $ 583 $ 1,479 Cash paid for interest $ 35,161 $ 30,889 $ 29,369 Capital expenditures in accounts payable $ 7,001 $ 17,140 $ 11,948 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. F-8 Table of Contents GREEN PLAINS INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 1. BASIS OF PRESENTATION AND DESCRIPTION OF BUSINESS References to the Company References to “Green Plains” or the “company” in the consolidated financial statements and in these notes to the consolidated financial statements refer to Green Plains Inc., an Iowa corporation, and its subsidiaries. Consolidated Financial Statements The consolidated financial statements include the company’s accounts and all significant intercompany balances and transactions are eliminated. Unconsolidated entities are included in the financial statements on an equity basis. As of December 31, 2023, the company owns a 48.8 % limited partner interest and a 2.0 % general partner interest in Green Plains Partners LP. 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 the partnership’s economic performance; therefore, the partnership is considered a variable interest entity. The company, through its ownership of the general partner interest in the partnership, has the power to direct the activities that most significantly affect economic performance and is obligated to absorb losses and has the right to receive benefits that could be significant to the partnership. Therefore, the company is considered the primary beneficiary and consolidates the partnership in the company’s financial statements. The assets of the partnership cannot be used by the company for general corporate purposes. The partnership’s consolidated total assets as of December 31, 2023 and 2022, excluding intercompany balances, are $ 102.8 million and $ 108.7 million, respectively, and primarily consist of cash and cash equivalents, property and equipment, operating lease right-of-use assets and goodwill. 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 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. Use of Estimates in the Preparation of Consolidated Financial Statements The preparation of consolidated financial statements in conformity with GAAP requires management to make certain estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the consolidated financial statements, and the reported amounts of revenues and expenses during the reporting period. The company bases its estimates on historical experience and assumptions it believes are proper and reasonable under the circumstances and regularly evaluates the appropriateness of its estimates and assumptions. Actual results could differ from those estimates. 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, 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 ten ethanol plants in six states through separate wholly owned operating subsidiaries. The company’s ethanol plants F-9 Table of Contents 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 . The company owns and operates grain handling and storage assets through its agribusiness and energy services segment, which has grain storage capacity of approximately 20.2 million bushels at the company’s ethanol plants. 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, 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. Partnership Segment . 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, 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. 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Cash and Cash Equivalents Cash and cash equivalents includes bank deposits as well as short-term, highly liquid investments with original maturities of three months or less. Restricted Cash 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. Marketable Securities Marketable securities include highly liquid, fixed maturity investments with original maturities ranging from three to twelve months and are carried at amortized cost, reflecting the ability and intent to hold the securities to maturity. Revenue Recognition The company recognizes revenue 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. 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. 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. Revenues related to marketing for third parties are presented on a gross basis as the company controls the product prior to the sale to the end customer, takes title of the product and has inventory risk. Unearned revenue is recorded for goods in transit when the company has received payment but control has not yet been transferred to the customer. Revenues for receiving, storing, transferring and transporting ethanol and other fuels are recognized when the product is delivered to the customer. 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 F-10 Table of Contents commodity. 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. Revenues also include realized gains and losses on related derivative financial instruments and reclassifications of realized gains and losses on cash flow hedges from accumulated other comprehensive income or loss. 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. A substantial portion of the partnership revenues are derived from fixed-fee commercial agreements for storage, terminal or transportation services. The partnership recognizes revenue upon transfer of control of product from its storage tanks and fuel terminals, when railcar volumetric capacity is provided, and as truck transportation services are performed. To the extent shortfalls associated with minimum volume commitments in the previous four quarters continue to exist, volumes in excess of the minimum volume commitment are applied to those shortfalls. Remaining excess volumes generating operating lease revenue are recognized as incurred. Shipping and Handling Costs The company accounts for shipping and handling activities related to contracts with customers as costs to fulfill its promise to transfer the associated products. Accordingly, the company records customer payments associated with shipping and handling costs as a component of revenue, and classifies such costs as a component of cost of goods sold. Cost of Goods Sold Cost of goods sold includes materials, direct labor, shipping and plant overhead costs. Materials include the cost of corn feedstock, denaturant, and process chemicals. Corn feedstock costs include gains and losses on related derivative financial instruments not designated as cash flow hedges, inbound freight charges, inspection costs and transfer costs, as well as reclassifications of gains and losses on cash flow hedges from accumulated other comprehensive income or loss. Direct labor includes all compensation and related benefits of non-management personnel involved in ethanol production. Shipping costs incurred by the company, including railcar costs, are also reflected in cost of goods sold. 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, renewable corn oil, grain and natural gas. Exchange-traded futures and options contracts are valued at quoted market prices and settled predominantly in cash. The company is exposed to loss when counterparties default on forward purchase and sale contracts. Grain inventories held for sale and forward purchase and sale contracts are valued at market prices when available or other market quotes adjusted for basis differences, primarily in transportation, between the exchange-traded market and local market where the terms of the contract is based. Changes in forward purchase contracts and exchange-traded futures and options contracts are recognized as a component of cost of goods sold. Operations and Maintenance Expenses In the partnership segment, transportation expenses represent the primary component of operations and maintenance expenses. Transportation expenses include railcar leases, freight and shipping of the company’s ethanol and co-products, as well as costs incurred storing ethanol at destination terminals. Derivative Financial Instruments The company uses various derivative financial instruments, including exchange-traded futures and exchange-traded and over-the-counter options contracts, to attempt to minimize risk and the effect of commodity price changes including but not limited to, corn, ethanol, natural gas and other agricultural and energy products. The company monitors and manages this exposure as part of its overall risk management policy to reduce the adverse effect market volatility may have on its operating results. The company may hedge these commodities as one way to mitigate risk; however, there may be situations when these hedging activities themselves result in losses. By using derivatives to hedge exposures to changes in commodity prices, the company is exposed to credit and market risk. 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 F-11 Table of Contents 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. The company manages market risk by incorporating parameters to monitor exposure within its risk management strategy, which limits the types of derivative instruments and strategies the company can use and the degree of market risk it can take using derivative instruments. Forward contracts are recorded at fair value unless the contracts qualify for, and the company elects, normal purchase or sale exceptions. Changes in fair value are recorded in operating income unless the contracts qualify for, and the company elects, cash flow hedge accounting treatment. Certain qualifying derivatives related to ethanol production and agribusiness and energy services are designated as cash flow hedges. The company evaluates the derivative instrument to ascertain its effectiveness prior to entering into cash flow hedges. Unrealized gains and losses are reflected in accumulated other comprehensive income or loss until the gain or loss from the underlying hedged transaction is realized and the physical transaction is completed. When it becomes probable a forecasted transaction will not occur, the cash flow hedge treatment is discontinued, which affects earnings. These derivative financial instruments are recognized in current assets or current liabilities at fair value. At times, the company hedges its exposure to changes in inventory values and designates qualifying derivatives as fair value hedges. The carrying amount of the hedged inventory is adjusted in the current period for changes in fair value. Estimated fair values carried at market are based on exchange-quoted prices, adjusted as appropriate for regional location basis values which represent differences in local markets including transportation as well as quality or grade differences. Basis values are generally determined using inputs from broker quotations or other market transactions. However, a portion of the value may be derived using unobservable inputs. Ineffectiveness of the hedges is recognized in the current period to the extent the change in fair value of the inventory is not offset by the change in fair value of the derivative. Concentrations of Credit Risk 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, 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. Although payments are typically received within fifteen days of the sale, the company continually monitors its exposure. The company is also exposed to credit risk on prepayments of undelivered inventories with a few major suppliers of petroleum products and agricultural inputs. The company has master netting arrangements with various counterparties. On the consolidated balance sheets, the associated net amount for each counterparty is reflected as either an accounts receivable or accounts payable. 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. Inventories 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. F-12 Table of Contents Property and Equipment Property and equipment are stated at cost less accumulated depreciation. Depreciation is generally calculated using the straight-line method over the following estimated useful life of the assets: Years Buildings and improvements 10 - 40 Plant equipment 15 - 40 Other machinery and equipment 5 - 7 Land improvements 15 - 40 Railroad track and equipment 20 - 30 Computer hardware and software 3 - 5 Office furniture and equipment 5 - 7 Property and equipment is capitalized at cost. Land improvements, interest incurred during construction and other property improvements are capitalized and depreciated. Betterment of property assets are those that extend the useful life, increase the capacity or improve the operating efficiency or improve the safety of our operations. Costs of repairs and normal maintenance are charged to expense when incurred. The company periodically evaluates whether events and circumstances have occurred that warrant a revision of the estimated useful life of its fixed assets. Intangible Assets Our intangible assets consist primarily of customer relationships, intellectual property, research and development technology and licenses. These intangible assets were capitalized at fair market value and are being amortized over their estimated useful lives. Impairment of Long-Lived Assets The company reviews its long-lived assets, currently consisting of property and equipment, operating lease right-of-use assets, intangible assets and equity method investments, for impairment whenever events or changes in circumstances indicate the carrying amount of the asset may not be recoverable. Recoverability of assets to be held and used is measured by comparison of the carrying amount of an asset to estimated undiscounted future cash flows expected to be generated by the asset. If the carrying amount of an asset exceeds its estimated future cash flows, an impairment charge is recognized in the amount by which the carrying amount of the asset exceeds the fair value of the asset. Significant management judgment is required to determine the fair value of our long-lived assets and measure impairment, which includes projected cash flows. Fair value is determined by using various valuation techniques, including discounted cash flow models, sales of comparable properties and third-party independent appraisals. Changes in estimated fair value could result in an impairment of the asset. There were no material impairment charges recorded for the periods reported. Goodwill Goodwill is an asset representing the future economic benefits arising from other assets acquired in a business combination that are not individually identified and separately recognized. The determination of goodwill takes into consideration the fair value of net tangible and intangible assets. The company’s goodwill is related to certain acquisitions within our ethanol production and partnership segments. The company is required to perform impairment tests related to goodwill annually, which it performs as of October 1, or if an indicator of impairment occurs. Circumstances that may indicate impairment include a decline in the company’s future projected cash flows, a decision to suspend plant operations for an extended period of time, sustained decline in the company’s market capitalization or market prices for similar assets or businesses, or a significant adverse change in legal or regulatory matters or business climate. Significant management judgment is required to determine the fair value of goodwill and measure impairment, which include, but are not limited to, market capitalization, prospective financial information, growth rates, discount rates, inflationary factors, and cost of capital. Fair value is determined by using various valuation techniques, including discounted cash flow models, sales of comparable properties and third-party independent appraisals. Changes in estimated fair value could result in a write-down of the asset. F-13 Table of Contents Leases The company leases certain facilities, parcels of land, and equipment. These leases are accounted for as operating leases, with lease expense recognized on a straight-line basis over the lease term. The term of the lease may include options to extend or terminate the lease when it is reasonably certain that such options will be exercised. For leases with initial terms greater than 12 months, the company records operating lease right-of-use assets and corresponding operating lease liabilities. Leases with an initial term of 12 months or less are not recorded on the consolidated balance sheet. The company did not incur any material short-term lease expense for the years ended December 31, 2023, 2022 or 2021. Operating lease right-of-use assets represent the right to control an underlying asset for the lease term and operating lease liabilities represent the obligation to make lease payments arising from the lease. These assets and liabilities are recognized at the commencement date based on the present value of lease payments over the lease term. As the company’s leases do not provide an implicit rate, the incremental borrowing rate is used based on information available at commencement date to determine the present value of future payments. The company elected to utilize a portfolio approach for lease classification, which allows for an entity to group together leases with similar characteristics provided that its application does not create a material difference when compared to accounting for the leases at a contract level. For railcar leases, the company elected to combine the railcars within each rider and account for each rider as an individual lease. From a lessee perspective, the company combines both the lease and non-lease components and accounts for them as one lease. Certain of the company’s railcar agreements provide for maintenance costs to be the responsibility of the company as incurred or charged by the lessor. This maintenance cost is a non-lease component that the company combines with the monthly rental payment and accounts for the total cost as operating lease expense. In addition, the company has a land lease that contains a non-lease component for the handling and unloading services the landlord provides. The company combines the cost of services with the land lease cost and accounts for the total as operating lease expense. The partnership segment records the majority of its operating lease revenue from its storage and throughput services, rail transportation services and certain terminal services agreements with Green Plains Trade. In addition, the partnership may sublease certain of its railcars to third parties on a short-term basis. These subleases are classified as operating leases, with the associated sublease revenue recognized on a straight-line basis over the lease term. Investments in Equity Method Investees The company accounts for investments in which the company exercises significant influence using the equity method so long as the company (i) does not control the investee and (ii) is not the primary beneficiary of the entity. The company recognizes these investments as a separate line item in the consolidated balance sheets and its proportionate share of earnings on a separate line item in the consolidated statements of operations. The company’s share of equity method investees other comprehensive income arising during the period is included in accumulated other comprehensive loss in the consolidated balance sheet. The company recognizes losses in the value of equity method investments when there is evidence of an other-than-temporary decrease in value. Evidence of a loss might include, but would not necessarily be limited to, the inability to recover the carrying amount of the investment or the inability of the equity method investee to sustain an earnings capacity that justifies the carrying amount of the investment. The current fair value of an investment that is less than its carrying amount may indicate a loss in value of the investment. The company evaluates equity method investments for impairment if there is evidence an investment may be impaired. Distributions paid to the company from unconsolidated affiliates are classified as operating activities in the consolidated statements of cash flows until the cumulative distributions exceed the company’s proportionate share of income from the unconsolidated affiliate since the date of initial investment. 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. F-14 Table of Contents Financing Costs Fees and costs related to securing debt are recorded as financing costs. Debt issuance costs are stated at cost and are amortized using the effective interest method for term loans and the straight-line basis over the life of the agreements for revolving credit arrangements and convertible notes. Selling, General and Administrative Expenses Selling, general and administrative expenses consist of various expenses including employee salaries, incentives and benefits; office expenses; director compensation; professional fees for accounting, legal, consulting, and investor relations activities. 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 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. Income Taxes 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. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in operating results in the period of enactment. Deferred tax assets are reduced by a valuation allowance when it is more likely than not that some portion or all of the deferred tax assets will not be realized. The company recognizes uncertainties in income taxes within the financial statements under a process by which the likelihood of a tax position is gauged based upon the technical merits of the position, and then a subsequent measurement relates the maximum benefit and the degree of likelihood to determine the amount of benefit recognized in the financial statements. Recent Accounting Pronouncements 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. GAAP guidance on contract modifications and hedge accounting to ease the financial reporting burden related to the expected market transition from the LIBOR and other interbank offered rates to alternative reference rates. The expedients and exceptions provided by the amended guidance do not apply to contract modifications made and hedging relationships entered into or evaluated after December 31, 2024, except for hedging relationships existing as of December 31, 2024, that an entity has elected certain optional expedients for and that are retained through the end of the hedging relationship. The guidance is effective upon issuance and to be applied prospectively from any date beginning March 12, 2020 through December 31, 2024. The company adopted the amended guidance for the fiscal year-ended December 31, 2023, which had no material impact on the company’s F-15 Table of Contents 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. 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 the company’s consolidated financial statements. 3. 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) 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. As of December 31, 2023, the company owns a 48.8 % limited partner interest, consisting of 11,586,548 common units, and a 2.0 % general partner interest in the partnership. 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. A substantial portion of the partnership’s revenues are derived from long-term, fee-based commercial agreements with Green Plains Trade, a subsidiary of the company. The partnership’s agreements with Green Plains Trade include the following: • Storage and throughput agreement, expiring on June 30, 2029; • Rail transportation services agreement, expiring on June 30, 2029; • Terminal services agreement for the Birmingham, Alabama unit train terminal, expiring December 31, 2024; and • Terminal services agreement for the Collins, Mississippi terminal, expiring on December 31, 2024. The partnership’s storage and throughput agreement, and certain terminal services agreements, including the terminal services agreement for the Birmingham facility, are supported by minimum volume commitments. The partnership’s rail transportation services agreement is supported by minimum take-or-pay capacity commitments. The company also has agreements which establish fees for general and administrative, and operational and maintenance services it provides. These transactions are eliminated when the company consolidates its financial results. The company consolidates the financial results of the partnership and records a noncontrolling interest in the partnership held by public common unitholders. Noncontrolling interest on the consolidated statements of operations includes the portion of net income attributable to the economic interest held by the partnership’s public common unitholders. Noncontrolling interest on the consolidated balance sheets includes the portion of net assets attributable to the partnership’s public common unitholders. 4. REVENUE Revenue Recognition Revenue is 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. Revenue is measured as the amount of consideration expected to be F-16 Table of Contents 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. Revenue by Source The following tables disaggregate revenue by major source (in thousands): Twelve Months Ended December 31, 2023 Ethanol Production Agribusiness & Energy Services Partnership Eliminations Total Revenues Revenues from contracts with customers under ASC 606 Ethanol $ — $ — $ — $ — $ — Distillers grains 85,474 — — — 85,474 Renewable corn oil — — — — — Other 31,109 15,593 4,113 — 50,815 Intersegment revenues — 239 5,698 ( 5,937 ) — Total revenues from contracts with customers 116,583 15,832 9,811 ( 5,937 ) 136,289 Revenues from contracts accounted for as derivatives under ASC 815 (1) Ethanol 2,117,296 388,764 — — 2,506,060 Distillers grains 377,357 34,818 — — 412,175 Renewable corn oil 179,424 8,048 — — 187,472 Other 25,213 28,534 — — 53,747 Intersegment revenues — 24,907 — ( 24,907 ) — Total revenues from contracts accounted for as derivatives 2,699,290 485,071 — ( 24,907 ) 3,159,454 Leasing revenues under ASC 842 (2) — — 71,272 ( 71,272 ) — Total Revenues $ 2,815,873 $ 500,903 $ 81,083 $ ( 102,116 ) $ 3,295,743 Twelve Months Ended December 31, 2022 Ethanol Production Agribusiness & Energy Services Partnership Eliminations Total Revenues Revenues from contracts with customers under ASC 606 Ethanol $ — $ — $ — $ — $ — Distillers grains 28,634 — — — 28,634 Renewable corn oil — — — — — Other 38,132 7,787 4,003 — 49,922 Intersegment revenues — 229 7,950 ( 8,179 ) — Total revenues from contracts with customers 66,766 8,016 11,953 ( 8,179 ) 78,556 Revenues from contracts accounted for as derivatives under ASC 815 (1) Ethanol 2,286,886 481,392 — — 2,768,278 Distillers grains 493,605 45,766 — — 539,371 Renewable corn oil 195,114 3,954 — — 199,068 Other 27,821 49,755 — — 77,576 Intersegment revenues — 26,732 — ( 26,732 ) — Total revenues from contracts accounted for as derivatives 3,003,426 607,599 — ( 26,732 ) 3,584,293 Leasing revenues under ASC 842 (2) — — 67,814 ( 67,814 ) — Total Revenues $ 3,070,192 $ 615,615 $ 79,767 $ ( 102,725 ) $ 3,662,849 F-17 Table of Contents Twelve Months Ended December 31, 2021 Ethanol Production Agribusiness & Energy Services Partnership Eliminations Total Revenues Revenues from contracts with customers under ASC 606 Ethanol $ — $ — $ — $ — $ — Distillers grains 19,535 — — — 19,535 Renewable corn oil — — — — — Other 48,361 14,090 4,191 — 66,642 Intersegment revenues — — 8,028 ( 8,028 ) — Total revenues from contracts with customers 67,896 14,090 12,219 ( 8,028 ) 86,177 Revenues from contracts accounted for as derivatives under ASC 815 (1) Ethanol 1,589,649 498,367 — — 2,088,016 Distillers grains 355,230 40,763 — — 395,993 Renewable corn oil 113,249 32,528 — — 145,777 Other 27,344 83,778 — — 111,122 Intersegment revenues — 21,958 — ( 21,958 ) — Total revenues from contracts accounted for as derivatives 2,085,472 677,394 — ( 21,958 ) 2,740,908 Leasing revenues under ASC 842 (2) — — 66,233 ( 66,150 ) 83 Total Revenues $ 2,153,368 $ 691,484 $ 78,452 $ ( 96,136 ) $ 2,827,168 (1) Revenues from contracts accounted for as derivatives represent physically settled derivative sales that are outside the scope of ASC 606. (2) Leasing revenues do not represent revenues recognized from contracts with customers under ASC 606, and are accounted for under ASC 842, Leases . 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. Payment Terms The company has standard payment terms, which vary depending upon the nature of the services provided, with the majority falling within 10 to 30 days after transfer of control or completion of services. In instances where the timing of revenue recognition differs from the timing of invoicing, the company has determined that contracts generally do not include a significant financing component. Contract Liabilities The company records unearned revenue when consideration is received, or such consideration is unconditionally due, from a customer prior to transferring goods or services to the customer under the terms of service and lease agreements. Unearned revenue from service agreements, which represents a contract liability, is recorded for fees that have been charged to the customer prior to the completion of performance obligations. Unearned revenue is generally recognized in the subsequent quarter and is not material to the company. 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. F-18 Table of Contents 5. 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 Atkinson plant of $ 4.1 million recorded within corporate activities. F-19 Table of Contents 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 Inventories $ 3,164 Prepaid expenses and other 423 Property, plant and equipment 15,199 Operating lease right-of-use assets 3,428 Accrued and other liabilities ( 162 ) Operating lease current liabilities ( 1,332 ) Operating lease long-term liabilities ( 2,096 ) Other liabilities ( 189 ) Total identifiable net assets disposed $ 18,435 Disposition of the 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. 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 Inventories $ 10,400 Prepaid expenses and other 632 Property, plant and equipment 24,285 Operating lease right-of-use-assets 1,811 Accrued and other liabilities ( 156 ) Operating lease current liabilities ( 1,021 ) Operating lease long-term liabilities ( 790 ) Total identifiable net assets disposed $ 35,161 6. FAIR VALUE DISCLOSURES The following methods, assumptions and valuation techniques were used in estimating the fair value of the company’s financial instruments: Level 1 – unadjusted quoted prices in active markets for identical assets or liabilities the company can access at the measurement date. 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. 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. F-20 Table of Contents 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. The company currently does not have any recurring Level 3 financial instruments. Derivative contracts include exchange-traded commodity futures and options contracts and forward commodity purchase and sale contracts. Exchange-traded futures and options contracts are valued based on unadjusted quoted prices in active markets and are classified in Level 1. The majority of the company’s exchange-traded futures and options contracts are cash-settled on a daily basis. There have been no changes in valuation techniques and inputs used in measuring fair value. The company’s assets and liabilities by level are as follows (in thousands): Fair Value Measurements at December 31, 2023 Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Total Assets Cash and cash equivalents $ 349,574 $ — $ 349,574 Restricted cash 29,188 — 29,188 Inventories carried at market — 45,898 45,898 Derivative financial instruments - assets — 13,311 13,311 Total assets measured at fair value $ 378,762 $ 59,209 $ 437,971 Liabilities Accounts payable (1) $ — $ 54,716 $ 54,716 Accrued and other liabilities (2) — 9,917 9,917 Derivative financial instruments - liabilities — 10,577 10,577 Other liabilities (2) — 659 659 Total liabilities measured at fair value $ — $ 75,869 $ 75,869 F-21 Table of Contents Fair Value Measurements at December 31, 2022 Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Total Assets Cash and cash equivalents $ 444,661 $ — $ 444,661 Restricted cash 55,615 — 55,615 Inventories carried at market — 61,885 61,885 Derivative financial instruments - assets — 16,420 16,420 Other assets 110 1 111 Total assets measured at fair value $ 500,386 $ 78,306 $ 578,692 Liabilities Accounts payable (1) $ — $ 31,925 $ 31,925 Accrued and other liabilities (2) — 1,909 1,909 Derivative financial instruments - liabilities — 44,686 44,686 Other liabilities (2) — 6,640 6,640 Total liabilities measured at fair value $ — $ 85,160 $ 85,160 (1) Accounts payable is generally stated at historical amounts with the exception of $ 54.7 million and $ 31.9 million at December 31, 2023 and 2022, respectively, related to certain delivered inventory for which the payable fluctuates based on changes in commodity prices. These payables are hybrid financial instruments for which the company has elected the fair value option. (2) As of December 31, 2023 and 2022, respectively, accrued and other liabilities includes $ 9.9 million and $ 1.9 million and other liabilities includes $ 0.7 million and $ 6.6 million of consideration related to potential earn-out payments recorded at fair value. The fair value of the company’s debt was approximately $ 585.0 million compared with a book value of $ 599.7 million at December 31, 2023. The fair value of the company’s debt was approximately $ 654.5 million compared with a book value of $ 634.8 million at December 31, 2022. The company estimated the fair value of its outstanding debt using Level 2 inputs. 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. Although the company currently does not have any recurring Level 3 financial measurements, the fair values of tangible assets and goodwill acquired represent Level 3 measurements which were derived using a combination of the income approach, market approach and cost approach for the specific assets or liabilities being valued. 7. SEGMENT INFORMATION 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, 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. During the normal course of business, the operating segments conduct business with each other. For example, the agribusiness and energy services segment procures grain and natural gas and sells products, including ethanol, distillers grains, Ultra-High Protein and renewable corn oil for the ethanol production segment. The partnership segment provides fuel storage and transportation services for the ethanol production segment. These intersegment activities are treated like third-party transactions with origination, marketing and storage fees charged at estimated market values. Consequently, these transactions affect segment performance; however, they do not impact the company’s consolidated results since the revenues and corresponding costs are eliminated. F-22 Table of Contents The following tables set forth certain financial data for the company’s operating segments (in thousands): Year Ended December 31, 2023 2022 2021 Revenues Ethanol production Revenues from external customers $ 2,815,873 $ 3,070,192 $ 2,153,368 Intersegment revenues — — — Total segment revenues 2,815,873 3,070,192 2,153,368 Agribusiness and energy services: Revenues from external customers 475,757 588,654 669,526 Intersegment revenues 25,146 26,961 21,958 Total segment revenues 500,903 615,615 691,484 Partnership Revenues from external customers 4,113 4,003 4,274 Intersegment revenues 76,970 75,764 74,178 Total segment revenues 81,083 79,767 78,452 Revenues including intersegment activity 3,397,859 3,765,574 2,923,304 Intersegment eliminations ( 102,116 ) ( 102,725 ) ( 96,136 ) $ 3,295,743 $ 3,662,849 $ 2,827,168 Refer to Note 4 – Revenue , for further disaggregation of revenue by operating segment. Year Ended December 31, 2023 2022 2021 Cost of goods sold Ethanol production $ 2,751,292 $ 3,068,366 $ 2,063,283 Agribusiness and energy services 454,776 562,950 657,375 Intersegment eliminations ( 102,230 ) ( 106,305 ) ( 95,549 ) $ 3,103,838 $ 3,525,011 $ 2,625,109 Year Ended December 31, 2023 2022 2021 Gross margin Ethanol production $ 64,581 $ 1,826 $ 90,085 Agribusiness and energy services 46,127 52,665 34,109 Partnership 81,083 79,767 78,452 Intersegment eliminations 114 3,580 ( 587 ) $ 191,905 $ 137,838 $ 202,059 F-23 Table of Contents Year Ended December 31, 2023 2022 2021 Operating income (loss) Ethanol production (1) $ ( 66,931 ) $ ( 117,764 ) $ ( 27,996 ) Agribusiness and energy services 28,100 36,415 17,458 Partnership 46,859 47,699 48,672 Intersegment eliminations 114 3,580 ( 587 ) Corporate activities (2) ( 69,720 ) ( 68,878 ) ( 12,039 ) $ ( 61,578 ) $ ( 98,948 ) $ 25,508 (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, 2023 2022 2021 Depreciation and amortization Ethanol production $ 89,537 $ 81,545 $ 82,969 Agribusiness and energy services 2,360 3,466 2,535 Partnership 3,175 4,093 3,737 Corporate activities 3,172 3,594 2,711 $ 98,244 $ 92,698 $ 91,952 Year Ended December 31, 2023 2022 2021 Capital expenditures Ethanol production $ 106,293 $ 210,256 $ 181,731 Agribusiness and energy services 512 1,647 2,896 Partnership 1,175 641 668 Corporate activities 494 75 1,976 $ 108,474 $ 212,619 $ 187,271 The following table sets forth total assets by operating segment (in thousands): Year Ended December 31, 2023 2022 Total assets (1) Ethanol production $ 1,173,218 $ 1,157,791 Agribusiness and energy services 413,937 489,083 Partnership 102,776 108,680 Corporate assets 254,300 386,437 Intersegment eliminations ( 4,909 ) ( 18,860 ) $ 1,939,322 $ 2,123,131 (1) Asset balances by segment exclude intercompany balances. F-24 Table of Contents 8. INVENTORIES 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): December 31, 2023 2022 Finished goods $ 73,975 $ 97,719 Commodities held for sale 45,898 61,885 Raw materials 32,820 55,983 Work-in-process 14,454 18,499 Supplies and parts 48,663 44,864 $ 215,810 $ 278,950 9. PROPERTY AND EQUIPMENT The components of property and equipment are as follows (in thousands): December 31, 2023 2022 Plant equipment $ 1,175,566 $ 1,089,890 Buildings and improvements 218,269 186,391 Land and improvements 107,399 90,944 Railroad track and equipment 32,752 33,136 Construction-in-progress 115,243 207,366 Computer hardware and software 23,645 21,312 Office furniture and equipment 3,580 3,512 Leasehold improvements and other 31,551 29,074 Total property and equipment 1,708,005 1,661,625 Less: accumulated depreciation and amortization ( 686,077 ) ( 632,298 ) Property and equipment, net $ 1,021,928 $ 1,029,327 Interest capitalized during the years ended December 31, 2023, 2022 and 2021 totaled $ 3.6 million, $ 11.3 million and $ 7.3 million, respectively. 10. GOODWILL AND INTANGIBLE ASSETS Goodwill The company has two reporting units, to which goodwill was assigned. We are required to perform impairment tests related to our goodwill annually, which we perform as of October 1, or if an indicator of impairment occurs. 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. 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. F-25 Table of Contents Intangible Assets The company recognized certain intangible assets in connection with the FQT acquisition during the fourth quarter of 2020. The components of the FQT intangible assets are as follows (in thousands): December 31, 2023 2022 Customer relationships and backlog $ 17,628 $ 17,628 Intellectual property 9,700 9,700 Trade name 1,300 1,300 Total 28,628 28,628 Accumulated amortization ( 13,483 ) ( 10,640 ) Total FQT intangible assets, net $ 15,145 $ 17,988 Weighted average remaining amortization period 9.9 years 11.0 years 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. The company’s intangible assets are recorded within other assets on the consolidated balance sheets. 11. DERIVATIVE FINANCIAL INSTRUMENTS At December 31, 2023, the company’s consolidated balance sheet reflected unrealized losses of $ 3.2 million, net of tax, in accumulated other comprehensive loss. 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 (loss) will differ as commodity prices change. Fair Values of Derivative Instruments The fair values of the company’s derivative financial instruments and the line items on the consolidated balance sheets where they are reported are as follows (in thousands): Asset Derivatives' Fair Value at December 31, Liability Derivatives' Fair Value at December 31, 2023 2022 2023 2022 Derivative financial instruments - forwards $ 13,311 (1) $ 16,420 (2) $ 10,577 $ 44,686 (3) Other assets — 1 — — Other liabilities — — 2 — Total $ 13,311 $ 16,421 $ 10,579 $ 44,686 (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. F-26 Table of Contents Effect of Derivative Instruments on Consolidated Balance Sheets, Consolidated Statements of Operations and Consolidated Statements of Comprehensive Income The gains or losses recognized in income and other comprehensive income related to the company’s derivative financial instruments and the line items on the consolidated financial statements where they are reported are as follows (in thousands): Location of Gain (Loss) Reclassified from Accumulated Other Comprehensive Income into Income Amount of Gain (Loss) Reclassified from Accumulated Other Comprehensive Income into Income Year Ended December 31, 2023 2022 2021 Revenues $ 2,482 $ 3,347 $ ( 60,261 ) Cost of goods sold ( 25,003 ) ( 5,753 ) 41,629 Net loss recognized in loss before income taxes $ ( 22,521 ) $ ( 2,406 ) $ ( 18,632 ) Gain (Loss) Recognized in Other Comprehensive Income on Derivatives Amount of Gain (Loss) Recognized in Other Comprehensive Income on Derivatives Year Ended December 31, 2023 2022 2021 Commodity Contracts $ 8,369 $ ( 21,201 ) $ ( 32,036 ) A portion of the company's derivative instruments are considered economic hedges and as such are not designated as hedging instruments. The company uses exchange-traded futures and options contracts to manage its net position of product inventories and forward cash purchase and sales contracts to reduce price risk caused by market fluctuations. Derivatives, including exchange traded contracts and forward commodity purchase or sale contracts, and inventories of certain agricultural products, which include amounts acquired under deferred pricing contracts, are stated at fair value. 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. Derivatives Not Designated as Hedging Instruments Location of Gain (Loss) Recognized in Income on Derivatives Amount of Gain (Loss) Recognized in Income on Derivatives Year Ended December 31, 2023 2022 2021 Exchange-traded futures and options Revenues $ ( 2,552 ) $ 2,470 $ ( 201,249 ) Forwards Revenues 4,842 ( 7,404 ) 7,106 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 ) F-27 Table of Contents 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 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 ) Effect of Cash Flow and Fair Value Hedge Accounting on the Statements of Operations Location and Amount of Gain (Loss) Recognized in Income on Cash Flow and Fair Value Hedging Relationships for the Year Ended December 31, 2023 Revenue Cost of Goods Sold Gain (loss) on cash flow hedging relationships Commodity contracts Amount of gain (loss) on exchange-traded futures reclassified from accumulated other comprehensive income into income $ 2,482 $ ( 25,003 ) Gain (loss) on fair value hedging relationships: Commodity contracts Fair value hedged inventories — ( 11,657 ) Exchange-traded futures designated as hedging instruments — 14,417 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 $ 2,482 $ ( 22,243 ) F-28 Table of Contents Location and Amount of Gain (Loss) Recognized in Income on Cash Flow and Fair Value Hedging Relationships for the Year Ended December 31, 2022 Revenue Cost of Goods Sold Gain (loss) on cash flow hedging relationships Commodity contracts Amount of gain (loss) on exchange traded futures reclassified from accumulated other comprehensive income into income $ 3,347 $ ( 5,753 ) Gain (loss) on fair value hedging relationships Commodity contracts Fair value hedged inventories — 735 Exchange-traded futures designated as hedging instruments — 5,677 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 $ 3,347 $ 659 Location and Amount of Gain (Loss) Recognized in Income on Cash Flow and Fair Value Hedging Relationships for the Year Ended December 31, 2021 Revenue Cost of Goods Sold Gain (loss) on cash flow hedging relationships Commodity contracts Amount of gain (loss) on exchange-traded futures reclassified from accumulated other comprehensive income into income $ ( 60,261 ) $ 41,629 Gain (loss) on fair value hedging relationships Commodity contracts Fair value hedged inventories — 20,567 Exchange-traded futures designated as hedging instruments — ( 14,695 ) 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 F-29 Table of Contents The notional volume of open commodity derivative positions as of December 31, 2023 are as follows (in thousands): Exchange-Traded (1) Non-Exchange-Traded (2) Derivative Instruments Net Long & (Short) Long (Short) Unit of Measure Commodity Futures ( 7,760 ) Bushels Corn Futures 13,350 (3) Bushels Corn Futures ( 5,475 ) (4) Bushels Corn Futures ( 26,838 ) Gallons Ethanol Futures ( 38,304 ) (3) Gallons Ethanol Futures ( 1,145 ) MmBTU Natural Gas Futures 4,690 (3) MmBTU Natural Gas Futures ( 5,465 ) (4) MmBTU Natural Gas Options ( 4,365 ) Pounds Soybean Oil Forwards 22,847 — Bushels Corn Forwards 48 ( 217,246 ) Gallons Ethanol Forwards 99 ( 335 ) Tons Distillers Grains Forwards — ( 42,301 ) Pounds Renewable Corn Oil Forwards 10,571 ( 39 ) MmBTU Natural Gas (1) Notional volume of exchange-traded futures and options are presented on a net long and (short) position basis. Options are presented on a delta-adjusted basis. (2) Notional volume of non-exchange-traded forward physical contracts are presented on a gross long and (short) position basis, including both fixed-price and basis contracts, for which only the basis portion of the contract price is fixed. (3) Notional volume of exchange-traded futures used for cash flow hedges. (4) Notional volume of exchange-traded futures used for fair value hedges. Energy trading contracts that do not involve physical delivery are presented net in revenues on the consolidated statements of operations. Included in revenues are net gains of $ 4.8 million, $ 4.0 million, and $ 1.1 million for the years ended December 31, 2023, 2022 and 2021, respectively, on energy trading contracts. F-30 Table of Contents 12. DEBT The components of long-term debt are as follows (in thousands): December 31, 2023 2022 Corporate 2.25 % convertible notes due 2027 (1) $ 230,000 $ 230,000 Green Plains SPE LLC $ 125.0 million junior secured mezzanine notes due 2026 (2) 125,000 125,000 Green Plains Wood River and Green Plains Shenandoah $ 75.0 million loan agreement (3) 73,125 74,625 Green Plains Partners $ 60.0 million term loan (4) 55,969 58,969 Other 14,669 15,097 Total book value of long-term debt 498,763 503,691 Unamortized debt issuance costs ( 5,013 ) ( 6,610 ) Less: current maturities of long-term debt ( 1,832 ) ( 1,838 ) Total long-term debt $ 491,918 $ 495,243 (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): Year Ending December 31, Amount 2024 $ 1,922 2025 1,918 2026 182,886 2027 231,910 2028 1,830 Thereafter 78,297 Total $ 498,763 The components of short-term notes payable and other borrowings are as follows (in thousands): December 31, 2023 2022 Green Plains Finance Company, Green Plains Grain and Green Plains Trade $ 350.0 million revolver $ 99,000 $ 115,000 Green Plains Commodity Management $ 40.0 million hedge line 6,973 22,678 $ 105,973 $ 137,678 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, F-31 Table of Contents beginning September 15, 2021, and mature on March 15, 2027. The 2.25 % notes are senior, unsecured obligations of the company. The 2.25 % notes are 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 stock (and cash in lieu of fractional shares). However, before September 15, 2026, the 2.25 % notes will not be convertible unless certain conditions are satisfied. The initial conversion rate is 31.6206 shares of the company’s common stock per $1,000 principal amount of 2.25 % notes (equivalent to an initial conversion price of approximately $ 31.62 per share of the company’s common stock), representing an approximately 37.5 % premium over the offering price of the company’s common stock. The conversion rate is 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; spinoffs; or a tender or exchange offering. In addition, the company may be obligated to increase the conversion rate for any conversion that occurs in connection with certain corporate events, including the company’s calling the 2.25 % notes for redemption. On and after March 15, 2024, and prior to the maturity date, the company may redeem, for cash, all, but not less than all, of the 2.25 % notes if the last reported sale price of the company’s common stock equals or exceeds 140 % of the applicable conversion price on (i) at least 20 trading days during a 30 consecutive trading day period ending on the trading day immediately prior to the date the company delivers notice of the redemption; and (ii) the trading day immediately before the date of the redemption notice. The redemption price will equal 100 % of the principal amount of the 2.25 % notes to be redeemed, plus any accrued and unpaid interest to, but excluding, the redemption date. 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. 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, 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 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. Common stock held as treasury shares were exchanged for the 4.00 % notes. Pursuant to the guidance within ASC 470, Debt, the company recorded the exchanges as a conversion. The 4.00 % notes were retired effective July 8, 2022. 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. 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 , 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. Pursuant to the guidance within ASC 470, Debt , the company recorded the exchanges as a conversion and recorded a loss of $ 419 thousand, which was recorded as a charge to interest expense in the consolidated financial statements during the year ended December 31, 2022. Additionally, on September 1, 2022, approximately $ 1.7 million aggregate principal amount of the 4.125 % notes were settled through a combination of $ 1.7 million in cash and approximately 15 thousand shares of the company's common stock. The remaining $ 23 thousand aggregate principal amount and accrued interest were settled in cash. The 4.125 % notes were fully retired effective September 1, 2022. 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. F-32 Table of Contents 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 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 %. However, subject to the satisfaction of certain conditions, the Green Plains SPE LLC may elect to pay an amount in cash equal to interest accruing at a rate of 6.00 % per annum plus an amount equal to interest accruing at a rate of 6.75 % per annum to be paid in kind. The entire outstanding principal balance, plus any accrued and unpaid interest is due upon maturity. Green Plains SPE LLC is required to comply with certain financial covenants regarding minimum liquidity at Green Plains and a maximum aggregate loan to value. The Junior Notes can be retired or refinanced after 42 months with no prepayment premium. 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. 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 began in October 2022. Prepayments are prohibited until September 2024. 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. At December 31, 2023, the interest rate on the loan was 5.02 %. The company also has small equipment financing loans, finance leases on equipment or facilities, and other forms of debt financing. Agribusiness and Energy Services Segment On March 25, 2022, Green Plains Finance Company, Green Plains Grain and Green Plains Trade (collectively, the “Borrowers”), all wholly owned subsidiaries of the company, together with the company, as guarantor, entered into a five-year , $ 350.0 million senior secured sustainability-linked revolving Loan and Security Agreement (the “Facility”) with a group of financial institutions. This transaction refinanced the separate credit facilities previously held by Green Plains Grain and Green Plains Trade. The Facility matures on March 25, 2027. The Facility includes revolving commitments totaling $ 350.0 million and an accordion feature whereby amounts available under the Facility may be increased by up to $ 100.0 million of new lender commitments subject to certain conditions. Each SOFR rate loan shall bear interest for each day at a rate per annum equal to the Term SOFR rate for the outstanding period plus a Term SOFR adjustment and an applicable margin of 2.25 % to 2.50 %, which is dependent on undrawn availability under the Facility. Each base rate loan shall bear interest at a rate per annum equal to the base rate plus the applicable margin of 1.25 % to 1.50 %, which is dependent on undrawn availability under the Facility. The unused portion of the Facility is also subject to a commitment fee of 0.275 % to 0.375 %, dependent on undrawn availability. Additionally, the applicable margin and commitment fee are subject to certain increases or decreases of up to 0.10 % and 0.025 %, respectively, tied to the company’s achievement of certain sustainability criteria, including the reduction of GHG emissions, recordable incident rate reduction, increased renewable corn oil production and the implementation of technology to produce sustainable ingredients. The Facility contains customary affirmative and negative covenants, as well as the following financial covenants to be calculated as of the last day of any month: the current ratio of the Borrowers shall not be less than 1.00 to 1.00; the collateral coverage ratio of the Borrowers shall not be less than 1.20 to 1.00; 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 F-33 Table of Contents 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 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 %. At December 31, 2023, the interest rate on the facility was 7.15 %. Green Plains Grain has a short-term inventory financing agreement with a financial institution. 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. The company had no outstanding short-term notes payable related to the inventory financing agreement as of December 31, 2023. Partnership Segment Green Plains Partners has a term loan to fund working capital, capital expenditures and other general partnership purposes. 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. 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 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 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 %. Covenant Compliance The company was in compliance with its debt covenants as of December 31, 2023. Restricted Net Assets At December 31, 2023, there were approximately $ 126.8 million of net assets at the company’s subsidiaries that could not be transferred to the parent company in the form of dividends, loans or advances due to restrictions contained in the credit facilities of these subsidiaries. F-34 Table of Contents 13. STOCK-BASED COMPENSATION 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. The company measures stock-based compensation at fair value on the grant date, with no adjustments for estimated forfeitures. The company records noncash compensation expense related to equity awards in its consolidated financial statements over the requisite period on a straight-line basis. Grants under the equity incentive plans may include stock options, stock awards, performance share awards or deferred stock units: • Restricted Stock Awards – Restricted stock awards may be granted to directors and employees that vest immediately or over a period of time as determined by the compensation committee. 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. • 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. Deferred stock units granted to date vest over a period of time with underlying shares of common stock that are issuable after the vesting date. Compensation expense is recognized on the grant date if fully vested, or over the requisite vesting period. • 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 include sale restrictions. Compensation expense is recognized over the requisite vesting period. • Stock Options – Stock options may be granted that can be exercised immediately in installments or at a fixed future date. Certain options are exercisable regardless of employment status while others expire following termination. 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 was recognized on a straight-line basis over the requisite service period. Restricted Stock Awards and Deferred Stock Units The restricted non-vested stock awards and deferred stock units activity for the year ended December 31, 2023, is as follows: Non-Vested Shares and Deferred Stock Units Weighted- Average Grant- Date Fair Value Weighted-Average Remaining Vesting Term (in years) Non-Vested at December 31, 2022 813,033 $ 19.98 Granted 299,469 33.72 Forfeited ( 42,393 ) 29.44 Vested ( 462,215 ) 13.79 Non-Vested at December 31, 2023 607,894 $ 30.79 1.3 Performance Share Awards 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 F-35 Table of Contents 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 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: Performance Shares Weighted- Average Grant- Date Fair Value Weighted-Average Remaining Vesting Term (in years) Non-Vested at December 31, 2022 482,811 $ 18.22 Granted 200,294 27.74 Forfeited ( 13,069 ) 27.50 Vested ( 265,296 ) 6.21 Non-Vested at December 31, 2023 404,740 $ 30.51 1.3 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 2.5 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: Non-Vested Units Weighted- Average Grant-Date Fair Value Weighted-Average Remaining Vesting Term (in years) Non-Vested at December 31, 2022 19,707 $ 12.18 Granted 18,549 12.94 Vested ( 19,707 ) 12.18 Non-Vested at December 31, 2023 (1) 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. F-36 Table of Contents 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, 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. The potential tax benefit related to stock-based payment is approximately 24.2 % of these expenses. 14. EARNINGS PER SHARE Basic earnings per share, or EPS, is calculated by dividing net income available to common stockholders by the weighted average number of common shares outstanding during the period. The company computes diluted EPS by dividing net income on an if-converted basis, adjusted to add back net interest expense related to the convertible debt instruments, by the weighted average number of common shares outstanding during the period, adjusted to include the shares that would be issued if the convertible debt instruments were converted to common shares and the effect of any outstanding dilutive securities. The basic and diluted EPS are calculated as follows (in thousands): Year Ended December 31, 2023 2022 2021 EPS - basic and diluted Net loss attributable to Green Plains $ ( 93,384 ) $ ( 127,218 ) $ ( 65,992 ) Weighted average shares outstanding - basic and diluted 58,814 55,541 46,652 EPS - basic and diluted $ ( 1.59 ) $ ( 2.29 ) $ ( 1.41 ) Anti-dilutive weighted-average convertible debt, warrants and stock-based compensation (1) 8,419 8,556 12,952 (1) The effect related to the company's convertible debt, warrants and certain stock-based compensation award has been excluded from diluted EPS for the periods presented as the inclusion of these shares would have been antidilutive. 15. STOCKHOLDERS’ EQUITY Public Offerings of Common Stock On March 1, 2021, the company completed an offering of 8,751,500 shares of our common stock, par value $ 0.001 per share, in a public offering at a price of $ 23.00 per share (the “March Common Stock Offering”). The March Common Stock Offering resulted in net proceeds of $ 191.1 million, after deducting underwriting discounts and commissions and the company’s offering expenses. On August 9, 2021, the company completed an offering of 5,462,500 shares of our common stock, par value $ 0.001 per share, in a public offering at a price of $ 32.00 per share (the “August Common Stock Offering”). 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. Warrants 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. Exercisable warrants are equity based and recorded as a reduction in additional paid-in capital. 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 F-37 Table of Contents 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. The exercise price of the warrants is $ 22.00 and expiration dates are December 8, 2025 for 275,000 warrants, February 9, 2026 for 275,000 warrants and April 28, 2026 for 2,000,000 warrants. Convertible Note Exchange On May 18, 2021, the company closed on a privately negotiated exchange agreement with certain noteholders of the company’s 4.00 % notes, pursuant to which the noteholders agreed to exchange $ 51.0 million in aggregate principal for 3.6 million shares of the company’s common stock at an implied price of $ 26.80 . On May 25, 2022, the company gave notice calling for the redemption of all its outstanding 4.00 % Convertible Senior Notes due 2024, totaling an aggregate principal amount of $ 64.0 million. The conversion rate was 66.4178 shares of common stock per $1,000 of principal. From July 1, 2022 through July 8, 2022, all $ 64.0 million of the 4.00 % convertible notes were converted into approximately 4.3 million shares of common stock. During August 2022, the company entered into four privately negotiated exchange agreements with certain noteholders of the 4.125 % Convertible Senior Notes due 2022 to exchange approximately $ 32.6 million aggregate principal amount for approximately 1.2 million shares of the company's common stock. Additionally, on September 1, 2022, approximately $ 1.7 million aggregate principal amount was settled through a combination of $ 1.7 million in cash and approximately 15 thousand shares of the company's common stock. Treasury Stock The company holds 2.8 million shares of its common stock at a cost of $ 31.2 million. Treasury stock is recorded at cost and reduces stockholders’ equity in the consolidated balance sheets. When shares are reissued, the company will use the weighted average cost method for determining the cost basis. The difference between the cost and the issuance price is added or deducted from additional paid-in capital. Share Repurchase Program The company’s board of directors authorized a share repurchase program of up to $ 200.0 million. Under the program, the company may repurchase shares in open market transactions, privately negotiated transactions, accelerated share buyback programs, tender offers or by other means. The timing and amount of repurchase transactions are determined by its management based on market conditions, share price, legal requirements and other factors. The program may be suspended, modified or discontinued at any time without prior notice. The company did not repurchase any shares of common stock during 2023, 2022 or 2021. Since inception, the company has repurchased 7.4 million shares of common stock for approximately $ 92.8 million under the program. Dividends and Distributions 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. F-38 Table of Contents Accumulated Other Comprehensive Income (Loss) Changes in accumulated other comprehensive income (loss) are associated primarily with gains and losses on derivative financial instruments. Amounts reclassified from accumulated other comprehensive income (loss) are as follows (in thousands): Year Ended December 31, Statements of Operations Classification 2023 2022 2021 Gains (losses) on cash flow hedges Commodity derivatives $ 2,482 $ 3,347 $ ( 60,261 ) (1) Commodity derivatives ( 25,003 ) ( 5,753 ) 41,629 (2) 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 ) (1) Revenues (2) Cost of goods sold (3) Loss before income taxes and income from equity method investees (4) Income tax benefit (expense) At December 31, 2023 and 2022, the company’s consolidated balance sheets reflected unrealized losses of $ 3.2 million and $ 26.6 million, net of tax, in accumulated other comprehensive loss, respectively. 16. INCOME TAXES Income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the carrying amounts of existing assets and liabilities and their respective tax bases, and net operating loss and tax credit carry-forwards. Deferred tax assets and liabilities are measured using enacted rates expected to be applicable to taxable income in the years those temporary differences are recovered or settled. The effect on deferred tax assets and liabilities from a change in tax rates is recognized in income during the period that includes the enactment date. A valuation allowance is recorded by the company when it is more likely than not that some portion or all of a deferred tax asset will not be realized. 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 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. The IRA significantly expands clean energy incentives by providing an estimated $ 370 billion of new energy related tax credits over the next ten years. It also permits more flexibility for taxpayers to use the credits with direct-pay and transferable credit options. In addition, the IRA includes key revenue-raising provisions which include a 15% book-income alternative minimum tax on corporations with adjusted financial statement income over $1 billion, a 1% excise tax on the value of certain net stock repurchases by publicly traded companies, and the reinstatement of Superfund excise taxes. The company expects it will benefit from certain energy related tax credits in future years and not be negatively impacted by the revenue raising provisions; 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. F-39 Table of Contents Income tax expense (benefit) consists of the following (in thousands): Year Ended December 31, 2023 2022 2021 Current $ 1,238 $ 232 $ 612 Deferred ( 6,855 ) 4,515 1,233 Total income tax expense (benefit) $ ( 5,617 ) $ 4,747 $ 1,845 Differences between income tax expense (benefit) at the statutory federal income tax rate and as presented on the consolidated statements of operations are summarized as follows (in thousands): Year Ended December 31, 2023 2022 2021 Tax expense at federal statutory rate $ ( 17,293 ) $ ( 21,222 ) $ ( 8,883 ) State income tax expense (benefit), net of federal benefit ( 662 ) 746 516 Nondeductible compensation 2,787 1,221 1,037 Noncontrolling interests ( 3,660 ) ( 5,245 ) ( 4,587 ) Unrecognized tax benefits — — ( 170 ) Increase in valuation allowance 15,892 27,778 15,301 Stock compensation ( 4,440 ) 1,105 ( 1,954 ) Other 1,759 364 585 Income tax expense (benefit) $ ( 5,617 ) $ 4,747 $ 1,845 F-40 Table of Contents Significant components of deferred tax assets and liabilities are as follows (in thousands): December 31, 2023 2022 Deferred tax assets Net operating loss carryforwards - Federal $ 7,824 $ 12,098 Net operating loss carryforwards - State 12,909 13,862 Tax credit carryforwards - Federal 63,050 63,857 Tax credit carryforwards - State 5,225 5,906 Derivative financial instruments — 7,160 Section 174 capitalized expenses 63,267 42,115 Interest expense carryforward 16,996 15,300 Investment in partnerships 49,735 45,445 Inventory valuation 2,079 3,491 Stock-based compensation 2,371 — Accrued expenses 5,200 4,770 Lease obligations 9,514 8,820 Organizational and start-up costs 335 473 Other 824 810 Total 239,329 224,107 Valuation allowance ( 117,258 ) ( 101,118 ) Total deferred tax assets 122,071 122,989 Deferred tax liabilities Fixed assets ( 114,690 ) ( 116,781 ) Derivative financial instruments ( 1,238 ) — Right-of-use assets ( 6,746 ) ( 6,035 ) Stock-based compensation — ( 173 ) Total deferred tax liabilities ( 122,674 ) ( 122,989 ) Deferred income taxes $ ( 603 ) $ — At December 31, 2023, the company has federal R&D credits of $ 63.1 million which will begin to expire in 2033. The company also has $ 5.2 million of state credits which will expire, subject to taxable income, beginning in 2025. The company has federal net operating losses of $ 7.8 million which do not have an expiration date. The company increased the valuation allowance associated with its net deferred tax assets due to uncertainty that it will realize these assets in the future. The valuation allowance on deferred tax assets was recognized as a result of negative evidence, including cumulative losses in recent years, outweighing the more subjective positive evidence. Management considers whether it is more likely than not that some or all of the deferred tax assets will be realized, which is dependent on the generation of future taxable income and other tax attributes during the periods those temporary differences become deductible. Scheduled reversals of deferred tax liabilities, projected future taxable income, and tax planning strategies are considered to make this assessment. The company will continue to regularly assess the realizability of deferred tax assets. Changes in earnings performance and future earnings projections, among other factors, may cause the company to adjust its valuation allowance on deferred tax assets, which would impact the company’s results of operations in the period it is determined that these factors have changed. The company’s federal income tax returns for the tax years ende d December 31, 2014 through 2018 are currently under audit. T he company’s federal income tax returns for the tax years end ed December 31, 2019 through 2022 are still subject to audit. Unrecognized tax benefits were $ 51.4 million as of both December 31, 2023 and 2022. Recognition of these tax benefits F-41 Table of Contents 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. Approximately $ 51.4 million in unrecognized tax benefits related to R&D credits are currently under audit. In addition, the results of the current audit may cause the company to significantly increase or decrease the unrecognized tax benefits associated with R&D credits for periods not under audit. At this time, the company does not have enough information to be able to estimate the potential adjustment. 17. COMMITMENTS AND CONTINGENCIES Lease Expense The company leases certain facilities, parcels of land, and equipment, with remaining terms ranging from less than one year to 13.9 years. The land and facility leases include renewal options. The renewal options are included in the lease term only for those sites or locations in which they are reasonably certain to be renewed. Equipment renewals are not considered reasonably certain to be exercised as they typically renew with significantly different underlying terms. The company may sublease certain of its railcars to third parties on a short-term basis. The subleases are classified as operating leases, with the associated sublease income being recognized on a straight-line basis over the lease term. The components of lease expense are as follows (in thousands): Year Ended December 31, 2023 2022 2021 Lease expense Operating lease expense $ 27,773 $ 22,116 $ 19,587 Variable lease expense (benefit) (1) ( 97 ) 1,394 1,225 Total lease expense $ 27,676 $ 23,510 $ 20,812 (1) Represents amounts incurred in excess of the minimum payments required for a certain building lease and for the handling and unloading of railcars for a certain land lease, offset by railcar lease abatements provided by the lessor when railcars are out of service during periods of maintenance or upgrade. Supplemental cash flow information related to operating leases is as follows (in thousands): Year Ended December 31, 2023 2022 2021 Cash paid for amounts included in the measurement of lease liabilities Operating cash flows from operating leases $ 27,275 $ 21,459 $ 19,579 Right-of-use assets obtained in exchange for lease obligations Operating leases 28,471 28,565 20,291 Right-of-use assets and lease obligations derecognized due to lease modifications Operating leases 3,428 — 1,889 Supplemental balance sheet information related to operating leases is as follows: 2023 2022 Weighted average remaining lease term 4.5 years 4.9 years Weighted average discount rate 5.16 % 4.32 % F-42 Table of Contents Aggregate minimum lease payments under the operating lease agreements for future fiscal years as of December 31, 2023 are as follows (in thousands): Year Ending December 31, Amount 2024 $ 26,033 2025 21,464 2026 15,009 2027 11,429 2028 4,358 Thereafter 8,597 Total 86,890 Less: Present value discount ( 10,103 ) Lease liabilities $ 76,787 Lease Revenue As described in Note 4 – Revenue , the majority of the partnership’s segment revenue is generated though their storage and throughput services and rail transportation services agreements with Green Plains Trade and are accounted for as lease revenue. Leasing revenues do not represent revenues recognized from contracts with customers under ASC 606, and are accounted for under ASC 842, Leases . Lease revenue associated with agreements with Green Plains Trade are eliminated upon consolidation. The remaining lease revenue is not material to the company. Commodities, Storage and Transportation 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, 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. Legal 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. 18. EMPLOYEE BENEFIT PLANS The company offers eligible employees a comprehensive employee benefits plan that includes health, dental, vision, life and accidental death, short-term disability and long-term disability insurance, and flexible spending accounts. The company also offers a 401(k) plan enabling eligible employees to save for retirement on a tax-deferred basis up to the limits allowed under the Internal Revenue Code. During 2022, the company increased the employer match from 4 % to 6 % of eligible employee contributions for employees with less than 5 years of service, and up to 8 % of eligible employee contributions after 5 years of service. Employee and employer contributions are 100 % vested immediately. Employer contributions to the 401(k) plan for the years ended December 31, 2023, 2022 and 2021 were $ 3.9 million, $ 3.5 million and $ 1.9 million, respectively. The company contributes to a defined benefit pension plan. Since January 2009, the benefits under the plan were frozen; however, the company remains obligated to ensure the plan is funded according to its requirements. As of December 31, 2023, the plan’s assets were $ 4.6 million and liabilities were $ 5.6 million. 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. F-43