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Item 9A. Controls and Procedures

2025-02-07 compared with 2024-02-09 · 292 added, 451 removed, 1225 unchanged (38% of the section changed)

46 unchanged sentences

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.

Information in our Proxy Statement for the 2025 Annual Meeting of Stockholders (“Proxy Statement”) under “Corporate Governance,” “Proposal 1 – Election of Directors,” “Executive Officers,” and under the subheading “Executive Compensation—Compensation Disclosure and Analysis—Compensation Policies and Procedures— Insider Trading Policy ” 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.

2 unchanged sentences

Executive Compensation.

Information included in the Proxy Statement under “Corporate Governance - Compensation of Directors” and “Executive Compensation” is incorporated by reference.

Information included in the Proxy Statement under “Corporate Governance - Compensation of Directors” and “Executive Compensation” other than the “Pay vs.

Performance Comparison” subheading is incorporated by reference.

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.

Information in the Proxy Statement under “Security Ownership of Certain Beneficial Owners and Management” and “Executive Compensation” other than the “Pay vs.

Performance Comparison” subheading is incorporated by reference.

Certain Relationships and Related Transactions, and Director Independence.

27 unchanged sentences

(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)

2.2 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.

7 unchanged sentences

(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)

3.2 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)

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

8 unchanged sentences

4.4 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)

4.5 Description of Securities Registered Under Section 12 of the Exchange Act (incorporated herein by reference to Exhibit 4.1 of the company’s Quarterly Report on Form 10-Q filed on May 3, 2024)

10.1 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)

8 unchanged sentences

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)

*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)

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

2 unchanged sentences

*10.3(c) Green Plains Inc.

Restricted Stock Agreement for 2019 Equity Incentive Plan

Restricted Stock Agreement for 2019 Equity Incentive Plan (incorporated herein by reference to Exhibit 10.5(c) to the company's Annual Report on Form 10-K filed on February 9, 2024)

*10.3(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)

Performance Share Unit Agreement for 2019 Equity Incentive Plan (incorporated herein by reference to Exhibit 10.5(d) to the company's Annual Report on Form 10-K filed on February 9, 2024)

*10.4 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.

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)

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)

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

3 unchanged sentences

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

10.11 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)

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)

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)

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)

10.7(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)

10.7(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)

10.7(c) Second Amendment to Revolving Credit Facility, dated as of November 24, 2021, by and among Green Plains Commodity Management LLC, Macquarie Bank Limited and Macquarie Futures USA LLC (incorporated herein by reference to Exhibit 10.1 of the company’s Quarterly Report on Form 10-Q filed May 4, 2023)

10.7(d) Third Amendment to Revolving Credit Facility, dated as of February 20, 2022, 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)

10.8(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)

3 unchanged sentences

10.8(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)

10.8(f) Modification to the Loan Agreement, dated May 24, 2024, 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 of the company’s Quarterly Report on Form 10-Q filed August 6 , 2024)

10.9(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.

11 unchanged sentences

(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).

10.10 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.

20 unchanged sentences

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

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

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

*10.19 Green Plains Inc.

Director Compensation Program

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

Director Compensation Program (incorporated herein by reference to Exhibit 10.31 to the company's Annual Report on Form 10- K filed on Feb ruary 9 , 202 4 )

*10.20 Green Plains Partners LP 2015 Long-Term Incentive Plan (incorporated herein by reference to Exhibit 10.3 2 to the company's Annual Report on Form 10-K filed on February 9, 2024)

10.21 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)

1 unchanged sentence

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)

*10.23 Employment Agreement by and between Green Plains Inc.

and Grant Kadavy, dated October 3, 2022 (incorpo rated herein by reference to Exhibit 10.

1 to the company's Quarterly Report on Form 10-Q filed on May 3 , 202 4 )

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

and Grant Kadavy, dated August 2, 2023 (incorporated herein by reference to Exhibit 10.

2 to the company's Quarterly Report on Form 10-Q filed on May 3, 2024)

*10.25 Amendment No.

1 to Employment Agreement by and between Green Plains Inc.

and Phil Boggs effective November 1, 2024 (incorporated herein by reference to Exhibit 10.1 to the company's Current Report on Form 8-K /A filed on November 15, 2024 )

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

and Phil Boggs dated November 4, 2024 (incorporated herein by reference to Exhibit 10.

2 to the company's Current Report on Form 8-K/A filed on November 15, 2024)

*10.27 Confidential Severance Agreement and Release by and between Green Plains Inc.

and Jim Stark dated November 15, 2024 (incorporated herein by reference to Exhibit 10.

3 to the company's Current Report on Form 8-K/A filed on November 15, 2024)

*10.28 Amendment No.

3 to Employment Agreement by and between Green Plains Inc.

and Todd Becker dated December 1, 2024

*10.29 Amendment No.

1 to Employment Agreement by and between Green Plains Inc.

and Grant Kadavy dated February 6, 2025

*10.30 Confidential Severance Agreement and Release by and between Green Plains Inc.

and Grant Kadavy dated February 6, 2025

19.1 Green Plains Inc.

Insider Trading Policy

21.1 Schedule of Subsidiaries

7 unchanged sentences

97 Green Plains Inc.

Clawback Policy

Clawback Policy (incorporated herein by reference to Exhibit 97 to the company's Annual Report on Form 10-K filed on February 9, 2024)

101 The following information from Green Plains Inc.’s Annual Report on Form 10-K for the annual period ended December 31, 2024, 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.

(i) the Consolidated Balance Sheets, (ii) the Consolidated Statements of Operations, (iii) the Consolidated Statements of Comprehensive Loss (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.

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Becker (Principal Executive Officer) and Director

Stark Chief Financial Officer (Principal Financial February 9, 2024

Stark Officer and Principal Accounting Officer)

/s/ Philip B.

Boggs Chief Financial Officer (Principal Financial February 7, 2025

Boggs Officer and Principal Accounting Officer)

/s/ Jim Anderson Chairman of the Board February 7, 2025

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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.

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

As of December 31, 2024, the recorded balances of the Company’s derivative assets and liabilities associated with forward contracts were $10.2 million and $4.8 million, respectively, and are classified as Level 2 assets and liabilities within Notes 5 and 10.

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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.

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 other market transactions .

We have served as the Company’s auditor since 2009.

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94,901 94,446

Income taxes receivable 822 1,286

Inventories 227,444 215,810

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Retained deficit ( 318,298 ) ( 235,801 )

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

Accumulated other comprehensive income (loss) 973 ( 3,160 )

Treasury stock, 2,805,059 shares

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Cost of goods sold (excluding depreciation and amortization expenses reflected below) 2,328,346 3,130,992 3,550,169

Operations and maintenance expenses 27,154 25,158 23,061

Selling, general and administrative expenses 118,045 133,350 118,930

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

Gain on sale of assets ( 30,723 ) ( 5,265 ) —

Depreciation and amortization expenses 90,587 98,244 92,698

Total costs and expenses 2,506,255 3,357,321 3,761,797

Operating income (loss) ( 61,578 ) ( 98,948 ) 25,508

Operating loss ( 47,459 ) ( 61,578 ) ( 98,948 )

Other income (expense)

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Total other income (expense) ( 23,839 ) ( 20,771 ) 247

Loss before income taxes and income from equity method investees ( 82,349 ) ( 98,701 ) ( 43,001 )

Loss before income taxes and income (loss) from equity method investees ( 71,298 ) ( 82,349 ) ( 98,701 )

Income tax benefit (expense) ( 6,212 ) 5,617 ( 4,747 )

Income from equity method investees 433 71 700

Income (loss) from equity method investees, net of income taxes ( 3,679 ) 433 71

Net loss ( 81,189 ) ( 76,299 ) ( 103,377 )

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Earnings per share

Net loss attributable to Green Plains - basic and diluted $ ( 1.59 ) $ ( 2.29 ) $ ( 1.41 )

Net income (loss) attributable to Green Plains - basic and diluted $ ( 1.29 ) $ ( 1.59 ) $ ( 2.29 )

Weighted average shares outstanding

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(Deficit) Accumulated Other

Comprehensive Loss Treasury Stock Total

Comprehensive Income (Loss) Treasury Stock Total

Stockholders'

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Other comprehensive loss, net of tax — — — — ( 14,281 ) — — ( 14,281 ) — ( 14,281 )

Issuance of common stock, net of fees 14,214 15 355,963 — — — — 355,978 — 355,978

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

Issuance of warrants — — 3,431 — — — — 3,431 ( 3,431 ) —

Stock-based compensation 261 — 5,025 — — — — 5,025 240 5,265

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

Other comprehensive loss before reclassification — — — — ( 16,109 ) — — ( 16,109 ) — ( 16,109 )

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 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

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

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

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Net income (loss) — — — ( 82,497 ) — — — ( 82,497 ) 1,308 ( 81,189 )

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

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

Distributions declared — — — — — — — — ( 5,165 ) ( 5,165 )

Other comprehensive loss before reclassification — — — — ( 6,082 ) — — ( 6,082 ) — ( 6,082 )

Amounts reclassified from accumulated other comprehensive loss — — — — 10,215 — — 10,215 — 10,215

Other comprehensive income, net of tax — — — — 4,133 — — 4,133 — 4,133

Partnership Merger 4,746 5 97,035 — — — — 97,040 ( 133,765 ) ( 36,725 )

Investment in subsidiaries — — ( 769 ) — — — — ( 769 ) 621 ( 148 )

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Net loss $ ( 81,189 ) $ ( 76,299 ) $ ( 103,377 )

Adjustments to reconcile net loss to net cash provided by operating activities

Adjustments to reconcile net loss to net cash provided by (used in) operating activities

Depreciation and amortization 90,587 98,244 92,698

Amortization of debt issuance costs and non-cash interest expense 2,277 2,693 3,894

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 —

Gain on the sale of assets ( 30,723 ) ( 5,265 ) —

Inventory lower of cost or net realizable value adjustment 2,143 2,627 12,323

Loss on extinguishment of debt 1,763 — 419

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Stock-based compensation 8,274 13,032 9,071

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

Loss (income) from equity method investees, net of income taxes 3,679 ( 433 ) ( 71 )

Distribution from equity method investees 575 — 637

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Accounts payable and accrued liabilities ( 27,907 ) ( 34,573 ) 75,311

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

Current income taxes ( 285 ) 497 841

Other 1,117 ( 538 ) ( 351 )

Net cash provided by operating activities 56,346 69,709 4,246

Net cash provided by (used in) operating activities ( 29,965 ) 56,346 69,709

Cash flows from investing activities

Purchases of property and equipment, net ( 95,084 ) ( 108,093 ) ( 212,366 )

Purchases of marketable securities — — ( 124,859 )

Proceeds from the sale of marketable securities — — 124,523

Proceeds from the sale of assets, net 48,704 25,403 —

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

Investment in equity method investees ( 15,672 ) ( 24,206 ) ( 17,156 )

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

Payments on extinguishment of non-controlling interest ( 29,196 ) — —

Payments of dividends and distributions ( 5,165 ) ( 22,728 ) ( 22,555 )

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

Payments of transaction costs ( 5,951 ) — —

Payments of loan fees ( 1,544 ) ( 16 ) ( 2,522 )

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Other financing activities ( 3,060 ) ( 1,578 ) ( 2,641 )

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

Net cash used in financing activities ( 77,350 ) ( 70,964 ) ( 25,140 )

Net change in cash and cash equivalents, and restricted cash ( 169,367 ) ( 121,514 ) ( 60,683 )

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Non-cash financing activity

Issuance of common stock as a result of the Merger $ 5 $ — $ —

Extinguishment of non-controlling interest within additional paid-in capital $ 133,765 $ — $ —

Exchange of 4.00 % convertible notes due 2024 for shares of common stock held in treasury stock

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Supplemental investing activities

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

noncontrolling interests assumed — — ( 4,500 )

Net assets acquired $ — $ — $ 4,500

Assets disposed of in sale $ 21,027 $ 22,351 $ —

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Supplemental disclosures of cash flow

Cash paid (refunded) for income taxes, net $ 1,242 $ 583 $ 1,479

Cash paid for income taxes, net $ 486 $ 1,242 $ 583

Cash paid for interest $ 31,314 $ 35,161 $ 30,889

Capital expenditures in accounts payable $ 5,502 $ 7,001 $ 17,140

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

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

Capital expenditures in other liabilities $ 17,918 $ — $ —

Non-cash asset retirement obligation additions $ 1,492 $ 3,013 $ 2,018

See accompanying notes to the consolidated financial statements.

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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.

On January 9, 2024, the transactions contemplated by the Merger Agreement were completed and the company acquired all of the publicly held common units of the partnership not already owned by the company and its affiliates.

Refer to Note 4 – 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.

Reclassifications

Certain prior year amounts have been reclassified to conform to the current year presentation.

These reclassifications did not affect total revenues, costs and expenses or net income, but increased cost of goods sold and decreased gross margin, within the ethanol production segment.

Costs historically reported as operations and maintenance expenses in the consolidated statements of operations are now being reported within cost of goods sold.

Use of Estimates in the Preparation of Consolidated Financial Statements

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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

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.

The company operates within two operating segments:

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

• Ethanol Production.

Our ethanol production segment includes the production, storage and transportation of ethanol, distillers grains, Ultra-High Protein and renewable corn oil at ten biorefineries in Illinois, Indiana, Iowa, Minnesota, Nebraska and Tennessee.

At capacity, our facilities are capable of processing approximately 310 million bushels of corn per year and producing approximately 903 million gallons of ethanol, 2.2 million tons of distillers grains and Ultra-High Protein, and 310 million pounds of renewable corn oil, a low-carbon feedstock for biodiesel and renewable diesel.

We are one of the largest ethanol producers in North America.

• Agribusiness and Energy Services.

Our agribusiness and energy services segment includes grain procurement, with approximately 20.2 million bushels of grain storage capacity, and our commodity marketing business, which markets, sells and distributes the ethanol, distillers grains and renewable corn oil produced at our ethanol plants.

We also market ethanol for a third-party producer as well as buy and sell ethanol, distillers grains, renewable corn oil, grain, natural gas and other commodities in various markets.

As a result of the Merger, the partnership's operations are included in the ethanol production operating segment.

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.

Cash and cash equivalents include bank deposits as well as short-term, highly liquid investments with original maturities of three months or less.

Restricted Cash

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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

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

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

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

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

Shipping and Handling Costs

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Cost of Goods Sold

Cost of goods sold includes materials, direct labor, shipping and plant overhead costs.

Cost of goods sold includes materials, direct labor, shipping, plant overhead and transportation 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.

Direct labor includes all compensation and related benefits of non-management personnel involved in 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.

Transportation costs include railcar leases, freight and shipping of the company's products, as well as storage costs incurred at destination terminals.

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.

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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

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

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

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

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

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

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The company 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.

The company also sells grain to large commercial buyers.

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.

The company has master netting arrangements with various counterparties for the purchase and sale of natural gas.

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 $ 0.5 million and $ 1.2 million at December 31, 2024 and 2023, respectively.

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.

Property and Equipment

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Intangible Assets

Our intangible assets consist primarily of customer relationships, intellectual property, research and development technology and licenses.

Our intangible assets consist primarily of customer relationships, intellectual property, and licenses.

These intangible assets were capitalized at fair market value and are being amortized over their estimated useful lives.

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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’s goodwill is related to an acquisition within our ethanol production segment.

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.

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.

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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

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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.

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Our equity method investments, which consist primarily of our 50 % investment in GP Turnkey Tharaldson LLC, totaled $ 51.6 million and $ 41.7 million as of December 31, 2024 and 2023, 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.

Interest capitalized related to our equity method investments during the years ended December 31, 2024 and 2023 totaled $ 0.8 million and $ 1.4 million, respectively.

Financing Costs

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Stock-Based Compensation

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

The 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, or an estimated fair value for market-based awards, and is recognized over the service period on a straight-line basis, which is usually the vesting period.

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

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Recent Accounting Pronouncements

In November 2024, the FASB issued ASU 2024-03, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40), which provides clarity in assessing an entity's performance and prospects for future cash flows by disclosure of more detailed information about the types of expenses in commonly presented expense captions.

ASU 2024-03 is effective for the company's fiscal year-ended December 31, 2027.

Early adoption is permitted.

The company is currently evaluating the impact of this ASU.

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.

ASU 2023-09 is effective for the company's fiscal year-ended December 31, 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

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.

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;

• 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.

The company adopted the amended guidance for the fiscal year-ended December 31, 2024.

Refer to Note 6 – Segment Information included in the notes to the audited consolidated financial statements included herein for more information about our segment reporting.

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

received in exchange for transferring goods or providing services.

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.

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Twelve Months Ended December 31, 2024

Ethanol Production Agribusiness & Energy Services Partnership Eliminations Total

Ethanol Production Agribusiness & Energy Services Eliminations Total

Revenues from contracts with customers under ASC 606

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Total revenues from contracts accounted for as derivatives 1,919,109 402,120 ( 25,406 ) 2,295,823

Leasing revenues under ASC 842 (2)

— — 71,272 ( 71,272 ) —

Total Revenues $ 2,067,089 $ 421,107 $ ( 29,400 ) $ 2,458,796

Twelve Months Ended December 31, 2023

Ethanol Production Agribusiness & Energy Services Partnership Eliminations Total

Ethanol Production Agribusiness & Energy Services Eliminations Total

Revenues from contracts with customers under ASC 606

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Total revenues from contracts accounted for as derivatives 2,699,290 485,071 ( 24,907 ) 3,159,454

Leasing revenues under ASC 842 (2)

— — 67,814 ( 67,814 ) —

Total Revenues $ 2,824,541 $ 500,903 $ ( 29,701 ) $ 3,295,743

Twelve Months Ended December 31, 2022

Ethanol Production Agribusiness & Energy Services Partnership Eliminations Total

Ethanol Production Agribusiness & Energy Services Eliminations Total

Revenues from contracts with customers under ASC 606

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Total revenues from contracts accounted for as derivatives 3,003,426 607,599 ( 26,732 ) 3,584,293

Leasing revenues under ASC 842 (2)

— — 66,233 ( 66,150 ) 83

Total Revenues $ 3,078,640 $ 615,615 $ ( 31,406 ) $ 3,662,849

(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, 2024, which are recorded within the ethanol production segment.

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

Revenues from Customer 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.

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

Payment Terms

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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.

ACQUISITION AND DISPOSITIONS

Unearned revenue is generally recognized in the subsequent period 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, 2024 when the services are provided.

MERGER 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.

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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.

The interests in the partnership owned by the company and its subsidiaries remained outstanding as limited partner interests in the surviving entity until the partnership was dissolved in the fourth quarter of 2024.

Since the company controlled the partnership prior to the Merger and continued to control the partnership after the Merger, the company accounted for the change in its ownership interest in the partnership as an equity transaction during the year ended December 31, 2024, which is reflected as a reduction of non-controlling interest with a corresponding increase to common stock and additional paid-in capital.

No gain or loss was 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.

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

(in thousands):

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 non-controlling interest in the consolidated statements of operations.

In 2024, the non-controlling interest attributed to the partnership common units held by the public of $ 133.8 million were recorded as a reduction of non-controlling interest with a corresponding increase to additional paid-in capital.

The company incurred transaction costs of $ 5.5 million related to the Merger during the year ended December 31, 2024 and $ 2.0 million during the year ended December 31, 2023.

These costs were directly related to the Merger consisting primarily of financial advisory services, legal services and other professional fees, and were recorded as an offset to the issuance of common stock within additional paid-in capital.

Disposition of Birmingham Terminal

On September 30, 2024, the company completed the sale of the terminal located in Birmingham, Alabama and certain related assets and transfer of liabilities (the "Birmingham Transaction") for a sale price of $ 47.5 million, plus working capital of $ 1.2 million.

The company recorded a pretax gain on the sale of $ 30.7 million.

The proceeds from the sale were used to repay the outstanding balance of the Green Plains Partners term loan due July 20, 2026.

The assets sold and liabilities transferred of the Birmingham Transaction at closing on September 30, 2024 were as follows (in thousands):

Amounts of Identifiable Assets Disposed and Liabilities Relinquished

Inventories $ 3,164

Prepaid expenses and other 1,209

Property, plant and equipment 15,199

Property and equipment 7,012

Operating lease right-of-use assets 2,208

Accrued and other liabilities ( 162 )

Goodwill 10,598

Operating lease current liabilities ( 427 )

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Total identifiable net assets disposed $ 17,732

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.

Disposition of the Atkinson Ethanol Plant

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

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

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

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

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

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

(in thousands):

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Operating lease long-term liabilities ( 2,096 )

Other liabilities ( 189 )

Total identifiable net assets disposed $ 18,435

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

Other assets 110 1 111

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

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Other liabilities (2)

— 6,640 6,640

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

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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.

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

As a result of the Merger, the partnership's operations are included in the ethanol production operating segment.

The following changes were made to the company's operating segments:

• The revenue and operating results from fuel storage and transportation services previously disclosed within the partnership segment are now included within the ethanol production segment.

• Intersegment activities between the partnership and Green Plains Trade associated with ethanol storage and transportation services previously treated like third-party transactions and eliminated on a consolidated level are now eliminated within the ethanol production segment.

Intersegment activities between the remaining terminal and Green Plains Trade associated with terminal services transacted with the agribusiness and energy services segment will continue to be eliminated on a consolidated level.

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.

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however, they do not impact the company’s consolidated results since the revenues and corresponding costs are eliminated.

The Chief Operating Decision Maker ("CODM") for the company is the Chief Executive Officer.

The CODM utilizes EBITDA to assess segment performance, which is derived from revenue less cost of goods sold and selling, general and administrative expenses.

The CODM manages and allocates resources to the operations of the Company's two segments.

This enables the CEO to assess the Company’s overall level of available resources and determine how best to deploy these resources for capital expenditure, research and development projects, and other strategic opportunities that are in line with our long-term strategic goals.

The CODM is regularly provided with consolidated expense information or forecasted expense information for the applicable reportable segment.

The following tables set forth certain financial data for the company’s operating segments (in thousands):

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Total segment revenues 421,107 500,903 615,615

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 2,488,196 3,325,444 3,694,255

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Ethanol production (1)(2)

$ 1,983,460 $ 2,705,917 $ 3,018,625

Agribusiness and energy services 374,286 454,776 562,950

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Ethanol production (1)(2)

$ 83,629 $ 118,624 $ 60,015

Agribusiness and energy services 46,821 46,127 52,665

Partnership 81,083 79,767 78,452

Intersegment eliminations 114 3,580 ( 587 )

$ 130,450 $ 164,751 $ 112,680

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2024 2023 2022

Operating income (loss)

Depreciation and amortization

Ethanol production $ 82,784 $ 92,712 $ 85,638

$ ( 66,931 ) $ ( 117,764 ) $ ( 27,996 )

Agribusiness and energy services 2,185 2,360 3,466

Partnership 46,859 47,699 48,672

Intersegment eliminations 114 3,580 ( 587 )

Corporate activities (3)

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$ 90,587 $ 98,244 $ 92,698

(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,

2024 2023 2022

Depreciation and amortization

Operating income (loss)

Ethanol production (2)

$ ( 40,758 ) $ ( 19,958 ) $ ( 66,485 )

Agribusiness and energy services 28,156 28,100 36,415

Partnership 3,175 4,093 3,737

Corporate activities (4)

( 34,857 ) ( 69,720 ) ( 68,878 )

$ ( 47,459 ) $ ( 61,578 ) $ ( 98,948 )

(1) Costs historically reported as operations and maintenance expenses in the consolidated statements of operations are now being reported within cost of goods sold, resulting in increased cost of goods sold and decreased gross margin within the ethanol production segment.

(2) Ethanol production includes an inventory lower of cost or net realizable value adjustment of $ 2.1 million, $ 2.6 million, and $ 12.3 million for the years-ended December 31, 2024, 2023, and 2022 , respectively.

(3) Depreciation and amortization for corporate activities includes impairment of a research and development technology intangible asset of $ 3.5 million for the year ended December 31, 2024.

(4) Corporate activities for the years-ended December 31, 2024 and 2023 include a $ 30.7 million and $ 4.1 million gain on sale of assets, respectively.

The following tables reconcile EBITDA, our segment measure of profit or loss, to net loss (in thousands).

EBITDA is defined as earnings before interest expense, income taxes, depreciation and amortization excluding the amortization of right-of-use assets and debt issuance costs.

Year Ended December 31, 2024

Ethanol production Agribusiness and energy services Subtotal

EBITDA $ 39,645 $ 31,935 $ 71,580

Depreciation and amortization ( 82,784 ) ( 2,185 ) ( 84,969 )

Interest expense ( 22,056 ) ( 4,722 ) ( 26,778 )

Subtotal $ ( 65,195 ) $ 25,028 $ ( 40,167 )

Unallocated corporate expenses (1)

Income tax expense, net of equity method income taxes ( 5,153 )

Net loss $ ( 81,189 )

Year Ended December 31, 2023

Ethanol production Agribusiness and energy services Subtotal

EBITDA $ 78,561 $ 31,689 $ 110,250

Depreciation and amortization ( 92,712 ) ( 2,360 ) ( 95,072 )

Interest expense ( 23,545 ) ( 7,723 ) ( 31,268 )

Subtotal $ ( 37,696 ) $ 21,606 $ ( 16,090 )

Unallocated corporate expenses (1)

Income tax benefit, net of equity method income taxes 5,617

Net loss $ ( 76,299 )

Year Ended December 31, 2022

Ethanol production Agribusiness and energy services Subtotal

EBITDA $ 47,390 $ 39,798 $ 87,188

Depreciation and amortization ( 85,638 ) ( 3,466 ) ( 89,104 )

Interest expense ( 14,310 ) ( 8,922 ) ( 23,232 )

Subtotal $ ( 52,558 ) $ 27,410 $ ( 25,148 )

Unallocated corporate expenses (1)

Income tax expense, net of equity method income taxes ( 4,747 )

Net loss $ ( 103,377 )

(1) Corporate expenses include selling, general administrative expenses, gain on sale of assets, depreciation and amortization, and interest expense.

The following table sets forth capital expenditures by operating segment (in thousands):

Year Ended December 31,

2024 2023 2022

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Agribusiness and energy services 833 512 1,647

Partnership 1,175 641 668

Corporate activities 5,021 494 75

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Agribusiness and energy services 412,006 413,937

Partnership 102,776 108,680

Corporate assets 143,716 254,300

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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.

As of December 31, 2024 and 2023, respectively, the company recorded a $ 2.1 million and $ 2.6 million lower of cost or net realizable value inventory adjustment associated with finished goods in cost of goods sold within the ethanol production segment.

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

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Property and equipment, net $ 1,042,460 $ 1,021,928

Interest capitalized during the years ended December 31, 2023, 2022 and 2021 totaled $ 3.6 million, $ 11.3 million and $ 7.3 million, respectively.

Interest capitalized during the years ended December 31, 2024, 2023 and 2022 totaled $ 4.4 million, $ 3.6 million and

$ 11.3 million, respectively.

GOODWILL AND INTANGIBLE ASSETS

The company has two reporting units, to which goodwill was assigned.

The company has one reporting unit 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 performed its annual goodwill assessments as of October 1, 2024 and 2023 using qualitative assessments, which resulted in no indication of goodwill impairment.

On September 30, 2024, goodwill of $ 10.6 million was disposed of in the Birmingham Transaction, which previously was recorded within the ethanol production segment.

The carrying amount of goodwill attributable to the ethanol production segment for the years ended December 31, 2024 and 2023 was $ 18.5 million and $ 29.1 million, respectively.

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

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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):

The components of the intangible assets are as follows (in thousands):

Customer relationships and backlog $ 17,628 $ 17,628

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Accumulated amortization ( 15,962 ) ( 13,483 )

Total FQT intangible assets, net $ 15,145 $ 17,988

Total intangible assets, net $ 12,666 $ 15,145

Weighted average remaining amortization period 8.9 years 9.9 years

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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.

At December 31, 2024, the company’s consolidated balance sheet reflected unrealized gains of $ 1.0 million, net of tax, in accumulated other comprehensive income.

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

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

Fair Values of Derivative Instruments

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Derivative financial instruments - forwards $ 10,154 $ 13,311 (2)

Other assets — 1 — —

Other liabilities — — 15 2

Total $ 10,154 $ 13,311 $ 4,806 $ 10,579

(1) At December 31, 2024, derivative financial instruments, as reflected on the balance sheet, includes net unrealized losses on exchange-traded futures and options contracts of $ 4.7 million, which include $ 0.5 million of net unrealized gains on derivative financial instruments designated as cash flow hedging instruments, $ 3.0 million of unrealized losses on derivative financial instruments designated as fair value hedging instruments, and the balance representing economic hedges.

(2) 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 5 - Fair Value Disclosures , which contains fair value information related to derivative financial instruments.

Effect of Derivative Instruments on Consolidated Balance Sheets, Consolidated Statements of Operations and Consolidated Statements of Comprehensive Income

Effect of Derivative Instruments on Consolidated Balance Sheets, Consolidated Statements of Operations and Consolidated Statements of Comprehensive Loss

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):

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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.

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

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MmBTU Natural Gas

Options ( 4,365 ) Pounds Soybean Oil

Futures ( 8 ) Tons Soybean Meal

Options ( 6 ) Tons Soybean Meal

Options 2,384 Bushels Corn

Options 378 MmBTU Natural Gas

Forwards 31,742 — Bushels Corn

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125,000 125,000

Green Plains Wood River and Green Plains Shenandoah

Green Plains Shenandoah

$ 75.0 million loan agreement (3)

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$ 60.0 million term loan (4)

55,969 58,969

Other 11,163 14,669

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(3) The loan had $ 0.3 million of unamortized debt issuance costs as of both December 31, 2024 and 2023.

(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.

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

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

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Corporate Activities

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

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

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

In March 2021, the company issued an aggregate $ 230.0 million of 2.25 % convertible senior notes due on March 15, 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.

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

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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.

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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.

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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 proceeds of the Junior Notes were used to construct Ultra-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.

However, subject to the satisfaction of certain conditions, 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.

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

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 loan matures on September 1, 2035 and is secured by substantially all of the assets of the Shenandoah facility.

During the second quarter of 2024, the agreement was modified to remove the Wood River facility from the assets considered to be secured under the loan agreement and Green Plains Wood River was removed as a counterparty to the loan agreement.

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.

The loan bears interest at a fixed rate of 5.02 %, plus an interest rate premium, subject to quarterly adjustments, of 0.00 % to 1.50 % based on the leverage ratio of total funded debt to EBITDA of Shenandoah.

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

Prepayments are prohibited until September 2024.

Prepayments were 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.

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

At December 31, 2024, the interest rate on the loan was 5.77 %.

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

Interest on the term loan was based on 3-month SOFR plus 8.26 %.

On September 30, 2024, the proceeds from the Birmingham Transaction were used to repay the outstanding principal and interest of the loan in full.

Prepayments totaling $ 56.0 million, $ 3.0 million and $ 1.0 million were made during the years ended December 31, 2024, 2023 and 2022, respectively.

The company also has small equipment financing loans, finance leases on equipment or facilities, and other forms of debt financing.

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

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

certain matters.

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

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The company had no outstanding short-term notes payable related to the inventory financing agreement as of December 31, 2024.

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

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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

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.

On March 13, 2024, March 9, 2023, and March 14, 2022, the board of directors granted performance shares to be awarded in the form of common stock to certain participants of the plan.

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

Performance shares granted in 2024 include certain market-based factors requiring a Monte Carlo valuation model to estimate the fair value of the performance shares on the date of the grant.

The weighted average assumptions used by the company in applying the Monte Carlo valuation model for performance share grants and related valuation include a risk-free interest rate of 4.44 %, dividend yields of 0 %, expected volatility of 54.6 % and a closing stock price on the date of grant of $ 20.21 , resulting in an estimated fair value of $ 25.23 per share.

Performance shares granted in 2023 and 2022 do not contain market-based factors requiring a Monte Carlo valuation model.

The performance shares were granted at a target of 100 %, but each performance share can be reduced or increased depending on 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 2024, 2023 and 2022 awards are 1,077,144 performance shares which represents 200 % of the 538,572 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.

On 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.

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.

On February 16, 2024, based on the criteria discussed above, the 118,673 2021 performance shares vested at 115 %, which resulted in the issuance of 136,475 shares of common stock.

The non-vested performance share award activity for the year ended December 31, 2024 is as follows:

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Granted 270,307 23.00

Forfeited ( 13,069 ) 27.50

Vested ( 136,475 ) 26.22

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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.

Green Plains Partners had 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.

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.

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18,549 $ 12.94

Granted 18,549 12.94

Vested ( 19,707 ) 12.18

Non-Vested at December 31, 2023 (1)

( 18,549 ) 12.94

Non-Vested at December 31, 2024 (1)

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

Stock-Based and Unit-Based Compensation Expense

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

Stock-Based Compensation Expense

Compensation costs for the stock-based payment plan during the years ended December 31, 2024, 2023 and 2022, were approximately $ 8.3 million, $ 13.0 million and $ 9.1 million, respectively.

At December 31, 2024, there was $ 14.2 million of unrecognized compensation costs from stock-based compensation related to non-vested awards.

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2024 2023 2022

EPS - basic and diluted

Net loss attributable to Green Plains $ ( 82,497 ) $ ( 93,384 ) $ ( 127,218 )

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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.

As a result of the Merger, for the year ended December 31, 2024, the company issued approximately 4.7 million shares of common stock and recorded par value $ 0.001 per share, paid cash consideration of $ 29.2 million, extinguished the non-controlling interest attributed to the partnership common units held by the public of $ 133.8 million, and recorded transaction costs of $ 7.5 million within additional paid-in capital.

Refer to Note 4 – Merger and Dispositions included herein for more information.

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.

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

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.

The remaining 275,000 warrants, of which 194,444 are exercisable as a result of achieving certain earn-out provisions and 80,556 are contingent upon certain earn-out provisions, are treated as liability based awards, and valued quarterly using the company’s stock price.

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

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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.

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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.

Accumulated Other Comprehensive Income (Loss)

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(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.

At December 31, 2024 and 2023, the company’s consolidated balance sheets reflected unrealized gains of $ 1.0 million and unrealized losses of $ 3.2 million, net of tax, in accumulated other comprehensive loss, respectively.

Income taxes are accounted for under the asset and liability method.

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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.

On January 9, 2024, the transactions contemplated by the Merger Agreement were completed as described in more detail in Note 4 – Merger 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 was created.

The company's valuation allowance on deferred tax assets increased by a corresponding amount, which did not have a material impact on the company's consolidated financial statements.

In November 2024, the company reached an agreement in-principle with the IRS Independent Office of Appeals related to our federal R&D tax credit audit covering tax years 2013 through 2018.

As a result of the agreement in-principle, the company increased our reserve for unrecognized tax benefits by $ 28.2 million to reflect the estimated tax credit carryforward post settlement.

This increase in unrecognized tax benefits was recorded in income tax expense net of previously recorded valuation allowance.

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

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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.

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

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Noncontrolling interests ( 150 ) ( 3,660 ) ( 5,245 )

Unrecognized tax benefits — — ( 170 )

Increase in valuation allowance 15,892 27,778 15,301

Dissolution of MLP 23,919 — —

R&D tax credit audit agreement in-principle ( 232 ) — —

Increase (decrease) in valuation allowance ( 5,491 ) 15,892 27,778

Stock compensation 278 ( 4,440 ) 1,105

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Tax credit carryforwards - State 1,359 5,225

Derivative financial instruments — 7,160

Section 174 capitalized expenses 54,470 63,267

Interest expense carryforward 20,003 16,996

Investment in partnerships 49,735 45,445

Investment in partnerships and joint ventures 3,807 49,735

Inventory valuation 983 2,079

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Right-of-use assets ( 17,081 ) ( 6,746 )

Stock-based compensation — ( 173 )

Total deferred tax liabilities ( 115,644 ) ( 122,674 )

Deferred income taxes $ ( 5,853 ) $ ( 603 )

At December 31, 2023, the company has federal R&D credits of $ 63.1 million which will begin to expire in 2033.

At December 31, 2024, the company has federal research and development credits of $ 35.1 million which will begin to expire in 2033.

The company also has $ 1.4 million of state credits which will expire, subject to taxable income, beginning in 2025.

The company has federal net operating losses of $ 26.1 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 company has established a valuation allowance against its 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.

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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

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.

In November 2024, the company reached an agreement in-principle with the IRS Independent Office of Appeals for the tax years ended December 31, 2013 through 2018.

The audit will be closed upon issuance of the final audit report by the IRS.

The company’s federal income tax returns for the tax years ended December 31, 2019 through 2023 are still subject to audit.

The company has unrecognized tax benefits of $ 79.5 million and $ 51.4 million as of December 31, 2024 and 2023, respectively.

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

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

In November 2024, t he company reached an agreement in-principle with the IRS Independent Office of Appeals covering the tax years 2013 through 2018 resulting in an increase to the previously established reserve for unrecognized tax benefits.

COMMITMENTS AND CONTINGENCIES

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Right-of-use assets and lease obligations derecognized due to lease modifications

Operating leases 3,428 — 1,889

Right-of-use assets (1)

2,208 3,428 —

Lease obligations (1)

2,739 3,428 —

(1) Amounts presented in 2024 are related to the Birmingham Transaction, while amounts in 2023 relate to the Atkinson Transaction.

Derecognition of right-of-use assets and lease obligations for both dispositions is related to railcar operating leases.

Supplemental balance sheet information related to operating leases is as follows:

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Lease liabilities $ 73,901

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

Other Commitments

As of December 31, 2024, the company had contracted future purchases of grain, ethanol, distillers grains, and natural gas valued at approximately $ 196.6 million and future commitments for storage and transportation, valued at approximately $ 38.9 million.

The company has entered into contracts with Tallgrass High Plains Carbon Storage, LLC and its affiliates, related to the construction, development and operation of carbon capture and sequestration projects at our three Nebraska plants, which are expected to be completed in 2025.

Payments associated with these contracts are due monthly over a period of twelve years, commencing after the capture facilities are considered in-service.

Amounts due under the contracts are based on the achievement of certain project milestones and are subject to termination of all or portions of the contracts.

Certain of the future obligations to Tallgrass High Plains Carbon Storage, LLC are secured by a leasehold deed of trust, security agreement and assignment of rents and leases.

As of December 31, 2024, the company had incurred $ 17.9 million of accumulated construction costs in relation to these projects, presented as property, plant and equipment on the consolidated balance sheet, with an equal and offsetting liability presented as other liabilities.

Government Assistance

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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.

Effective January 1, 2025, the company decreased the employer match for employees with 5 years of service from 8 % to 6 % of eligible employee contributions.

Employee and employer contributions are 100 % vested immediately.

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As of December 31, 2024, the plan’s assets were $ 4.5 million and liabilities were $ 5.2 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.

At December 31, 2024 and 2023, net liabilities of

$ 0.7 million and $ 1.0 million, respectively, were included in other liabilities on the consolidated balance sheets.

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

What changed 10-K

Item 9A. Controls and Procedures