What changed in this filing

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Item 1. Financial Statements

2025-08-11 compared with 2025-05-08 · 319 added, 106 removed, 688 unchanged (38% of the section changed)

11 unchanged sentences

Prepaid expenses and other 17,233 27,138

Receivable from sale of equity method investment 24,170 —

Derivative financial instruments 7,199 10,154

11 unchanged sentences

Operating lease current liabilities 23,101 24,711

Product financing arrangement 37,146 —

Short-term notes payable and other borrowings 80,064 140,829

3 unchanged sentences

Operating lease long-term liabilities 41,872 49,190

Carbon equipment liabilities 82,008 17,918

Other liabilities 25,206 22,382

19 unchanged sentences

Three Months Ended

June 30, Six Months Ended

2025 2024 2025 2024

Revenues $ 552,829 $ 618,825 $ 1,154,344 $ 1,216,039

2 unchanged sentences

Selling, general and administrative expenses 27,605 33,950 70,517 65,719

Loss on sale of assets 4,044 — 4,044 —

Depreciation and amortization expenses 27,560 21,584 49,947 43,071

Impairment of assets held for sale 10,724 — 10,724 —

Total costs and expenses 581,192 636,536 1,244,967 1,278,639

4 unchanged sentences

Other, net ( 39 ) 345 ( 1,554 ) 794

Total other expense ( 9,425 ) ( 4,827 )

Total other income (expense) ( 13,304 ) ( 5,659 ) ( 22,729 ) ( 10,486 )

Loss before income taxes and loss from equity method investees ( 41,667 ) ( 23,370 ) ( 113,352 ) ( 73,086 )

Income tax expense ( 106 ) ( 329 )

Income tax benefit (expense) ( 2,294 ) 273 ( 2,400 ) ( 56 )

Loss from equity method investees, net of income taxes ( 28,266 ) ( 941 ) ( 29,116 ) ( 2,018 )

11 unchanged sentences

Three Months Ended

June 30, Six Months Ended

2025 2024 2025 2024

Net loss $ ( 72,227 ) $ ( 24,038 ) $ ( 144,868 ) $ ( 75,160 )

Other comprehensive loss, net of tax

Other comprehensive income (loss), net of tax

Unrealized losses on derivatives arising during the period, net of tax benefit of $ 2,814 , $ 206 , $ 3,539 and $ 2,122 , respectively

1 unchanged sentence

Reclassification of realized losses on derivatives, net of tax benefit of ($ 927 ), ($ 550 ), ($ 939 ) and ($ 2,232 ), respectively

Total other comprehensive loss, net of tax ( 2,270 ) ( 738 )

2,747 1,748 2,784 7,053

Total other comprehensive income (loss), net of tax ( 5,444 ) 1,091 ( 7,714 ) 353

Comprehensive loss ( 77,671 ) ( 22,947 ) ( 152,582 ) ( 74,807 )

5 unchanged sentences

(unaudited and in thousands)

Three Months Ended

Six Months Ended

Cash flows from operating activities

Net loss $ ( 144,868 ) $ ( 75,160 )

Adjustments to reconcile net loss to net cash used in operating activities

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

Depreciation and amortization 49,947 43,071

Amortization of debt issuance costs and non-cash interest expense 6,166 1,113

Loss on sale of assets 4,044 —

Impairment of assets held for sale 10,724 —

Inventory lower of cost or net realizable value adjustment 2,255 —

11 unchanged sentences

Other 326 346

Net cash used in operating activities ( 55,041 ) ( 50,599 )

Net cash provided by (used in) operating activities 3,754 ( 65,717 )

Cash flows from investing activities

Purchases of property and equipment, net ( 27,853 ) ( 39,484 )

Proceeds from the sale of assets 421 —

Investment in equity method investees, net ( 4,909 ) ( 16,023 )

4 unchanged sentences

Payments on short-term borrowings ( 362,803 ) ( 320,185 )

Net proceeds from product financing arrangement 37,146 —

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

Payments of transaction costs — ( 5,951 )

Payments of loan fees ( 81 ) —

Payments related to tax withholdings for stock-based compensation ( 1,476 ) ( 4,587 )

9 unchanged sentences

Continued from the previous page

Three Months Ended

Six Months Ended

Reconciliation of total cash and cash equivalents, and restricted cash

3 unchanged sentences

Supplemental disclosures of cash flow

Cash paid (refunded) for income taxes, net $ 29 $ ( 9 )

Cash paid for income taxes, net $ 497 $ 533

Cash paid for interest $ 16,642 $ 14,452

Capital expenditures in accounts payable $ 2,215 $ 6,292

Capital expenditures in other liabilities $ 28,509 $ —

Capital expenditures in carbon equipment liabilities $ 82,008 $ —

Non-cash asset retirement obligation additions $ 4,691 $ 1,037

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

Non-cash extinguishment of non-controlling interest within additional paid-in capital $ — $ 133,765

Non-cash asset retirement obligation additions $ 4,691 $ 568

Non-cash issuance of warrants $ 5,656 $ —

Non-cash modification of warrants $ 7,520 $ —

See accompanying notes to the consolidated financial statements.

8 unchanged sentences

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 3 - Acquisition included herein for more information.

Refer to Note 3 - 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.

4 unchanged sentences

Interim period results are not necessarily indicative of the results to be expected for the entire year.

Use of Estimates in the Preparation of Consolidated Fina ncial Statements

Reclassifications

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

These reclassifications did not affect total assets, liabilities or equity, but separately disclose comparable balances of liabilities previously disclosed within other liabilities on the consolidated balance sheets.

Use of Estimates in the Preparation of Consolidated Financial Statements

The preparation of consolidated financial statements in conformity with GAAP requires management to make certain estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the consolidated financial statements, and the reported amounts of revenues and expenses during the reporting period.

3 unchanged sentences

Description of Business

Th e company operates within two operating segments:

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.

2 unchanged sentences

Restricted Cash

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

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

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

54 unchanged sentences

Ineffectiveness of the hedges is recognized in the current period to the extent the change in fair value of the inventory is not offset by the change in fair value of the derivative.

Assets Held for Sale

In accordance with ASC 360, Property, Plant, Equipment , the company determined the carrying values of certain assets classified as held for sale were not recoverable and exceeded their fair values.

The company then measured the impairment losses by comparing the book values with current third-party quoted market prices, resulting in a total impairment of $ 10.7 million, which is recorded within impairment of assets held for sale in the ethanol production segment on the consolidated statements of operations.

After the impairment, we have $ 5.5 million of assets held for sale as of June 30, 2025, which were recorded in the ethanol production segment within property and equipment, net of accumulated depreciation and amortization on the consolidated balance sheets.

Investments in Equity Method Investees

The company's equity method investments, which consist primarily of the company's 50 % investment in GP Turnkey Tharaldson, totaled $ 54.6 million and $ 51.6 million as of March 31, 2025 and December 31, 2024, respectively, and are reflected in other assets on the consolidated balance sheet.

The company did not capitalize any interest related to our equity method investments during the three months ended March 31, 2025.

Interest capitalized during the three months ended March 31, 2024 totaled $ 0.5 million.

On June 30, 2025, the company disposed of its 50 % investment in GP Turnkey Tharaldson, which was accounted for on an equity method basis.

Refer to Note 3 - Merger and Dispositions for further analysis.

As of December 31, 2024, the company's investment in GP Turnkey Tharaldson totaled $ 51.6 million and is reflected in other assets on the consolidated

balance sheet.

The company did not capitalize any interest related to our equity method investments during the six months ended June 30, 2025.

Interest capitalized during the six months ended June 30, 2024 totaled $ 0.8 million.

Product Financing Arrangement

During the second quarter of 2025, the company entered into a product financing arrangement with a financial institution in which it received up front payment for corn oil that the company has an obligation to repurchase in weekly increments through January of 2026.

In accordance with ASC 606, Revenue from Contracts with Customers ("ASC 606"), this agreement was accounted for as a financing transaction and revenue is precluded.

As of June 30, 2025, a liability of $ 37.1 million was recorded within product financing arrangement on the consolidated balance sheets.

Revenue by Source

The following tables disaggregate revenue by major source (in thousands):

Three Months Ended March 31, 2025

Three Months Ended June 30, 2025

Ethanol Production Agribusiness & Energy

3 unchanged sentences

Distillers grains 23,708 2,945 — 26,653

Renewable corn oil — — — —

Other 39,057 479 — 39,536

9 unchanged sentences

Total Revenues $ 527,153 $ 31,531 $ ( 5,855 ) $ 552,829

Three Months Ended March 31, 2024

Six Months Ended June 30, 2025

Ethanol Production Agribusiness & Energy

3 unchanged sentences

Distillers grains 43,097 6,505 — 49,602

Renewable corn oil — — — —

Other 50,301 2,132 — 52,433

9 unchanged sentences

Total Revenues $ 1,024,925 $ 141,360 $ ( 11,941 ) $ 1,154,344

Three Months Ended June 30, 2024

Ethanol Production Agribusiness & Energy

Services Eliminations Total

Revenues from contracts with customers under ASC 606

Ethanol $ — $ — $ — $ —

Distillers grains 23,279 518 — 23,797

Renewable corn oil — — — —

Other 15,270 2,056 — 17,326

Intersegment revenues 1,179 75 ( 1,254 ) —

Total revenues from contracts with customers 39,728 2,649 ( 1,254 ) 41,123

Revenues from contracts accounted for as derivatives under ASC 815 (1)

Ethanol 387,096 86,123 — 473,219

Distillers grains 63,845 5,563 — 69,408

Renewable corn oil 33,405 — — 33,405

Other 1,369 301 — 1,670

Intersegment revenues — 6,313 ( 6,313 ) —

Total revenues from contracts accounted for as derivatives 485,715 98,300 ( 6,313 ) 577,702

Total Revenues $ 525,443 $ 100,949 $ ( 7,567 ) $ 618,825

Six Months Ended June 30, 2024

Ethanol Production Agribusiness & Energy

Services Eliminations Total

Revenues from contracts with customers under ASC 606

Ethanol $ — $ — $ — $ —

Distillers grains 48,079 518 — 48,597

Renewable corn oil — — — —

Other 29,617 4,468 — 34,085

Intersegment revenues 2,392 164 ( 2,556 ) —

Total revenues from contracts with customers 80,088 5,150 ( 2,556 ) 82,682

Revenues from contracts accounted for as derivatives under ASC 815 (1)

Ethanol 737,208 159,498 — 896,706

Distillers grains 141,768 15,253 — 157,021

Renewable corn oil 67,565 — — 67,565

Other 4,473 7,592 — 12,065

Intersegment revenues — 12,452 ( 12,452 ) —

Total revenues from contracts accounted for as derivatives 951,014 194,795 ( 12,452 ) 1,133,357

Total Revenues $ 1,031,102 $ 199,945 $ ( 15,008 ) $ 1,216,039

(1) Revenues from contracts accounted for as derivatives represent physically settled derivative sales that are outside the scope of ASC 606.

Major Customer

Revenues from Customer A represented approximately 13 % and 15 % of total revenues for the three months ended March 31, 2025 and 2024, respectively, recorded within the ethanol production segment.

Revenues from Customer B and Customer C represented approximately 12 % and 10 %, respectively, of total revenues for the three months ended March 31, 2025, recorded within the ethanol production segment.

Major Customers

Revenues from Customer A represented 45 % and 21 % of total revenues for the three and six months ended June 30, 2025, respectively, recorded within the ethanol production segment.

For the three and six months ended June 30, 2024, Customer B represented 13 % and 14 % of total revenues, respectively, and revenues from Customer C represented 10 % of total revenues for the three months ended June 30, 2024, recorded within the ethanol production segment.

MERGER AND DISPOSITIONS

Proventus LLC Disposition

On May 31, 2025, the company completed the sale of its 75 % interest in Proventus LLC for net proceeds of $ 0.4 million.

The company recorded a pretax loss on the sale of $ 4.0 million during the three and six months ended June 30, 2025 within loss on sale of assets on the consolidated statements of operations.

Net assets sold at closing, consisting of property and equipment, totaled $ 9.0 million.

As part of the transaction, the company removed $ 4.5 million of non-controlling interest in Proventus LLC, which was included in the calculation of the pretax loss disclosed above.

GP Turnkey Tharaldson LLC Disposition

On June 30, 2025, the company sold its 50 % investment in GP Turnkey Tharaldson LLC for $ 25.0 million.

Proceeds receivable from the disposal were $ 24.2 million as of June 30, 2025, and are recorded within receivable from sale of equity method investment on the consolidated balance sheets.

The balance of the equity method investment on the date of the disposal was $ 51.2 million.

A preliminary pretax loss of $ 27.0 million was recorded during the three and six months ended June 30, 2025 within loss from equity method investees, net of income taxes on the consolidated statements of operations.

Proceeds from the sale were received during July 2025.

Green Plains Partners Merger

4 unchanged sentences

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 accounted for the change in its ownership interest in the partnership as an equity transaction during the three months ended March 31, 2024, which is reflected as a reduction of non-controlling interest with a corresponding increase to common stock and additional paid-in capital.

Since the company controlled the partnership prior to the Merger and continues 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 six months ended June 30, 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.

For the three months ended March 31, 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 three months ended March 31, 2024.

For the six months ended June 30, 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 six months ended June 30, 2024.

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.

3 unchanged sentences

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

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

Fair value hedged inventories in the agribusiness and energy services segment as well as forward commodity

purchase and sale contracts are valued at nearby futures values, plus or minus nearby basis values, which represent differences in local markets, including transportation or commodity quality or grade differences.

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

The company currently does not have any recurring Level 3 financial instruments.

Derivative contracts include exchange-traded commodity futures and options contracts and forward commodity purchase and sale contracts.

3 unchanged sentences

The company’s assets and liabilities by level are as follows (in thousands):

Fair Value Measurements at March 31, 2025

Fair Value Measurements at June 30, 2025

Quoted Prices in

3 unchanged sentences

Observable Inputs

(Level 2) Unobservable Inputs

(Level 3) Total

3 unchanged sentences

Derivative financial instruments - assets — 6,079 — 6,079

Property and equipment, net of accumulated depreciation

and amortization (1)

— — 5,500 5,500

Total assets measured at fair value $ 152,720 $ 25,058 $ 5,500 $ 183,278

11 unchanged sentences

Observable Inputs

(Level 2) Unobservable Inputs

(Level 3) Total

11 unchanged sentences

Total liabilities measured at fair value $ — $ 31,072 $ — $ 31,072

(1) Accounts payable is generally stated at historical amounts with the exception of $ 15.1 million and $ 23.2 million at March 31, 2025 and December 31, 2024, respectively, related to certain delivered inventory for which the payable fluctuates based on changes in commodity prices.

(1) Property and equipment, net of accumulated depreciation and amortization includes $ 5.5 million of assets held for sale at June 30, 2025.

(2) Accounts payable is generally stated at historical amounts with the exception of $ 18.6 million and $ 23.2 million at June 30, 2025 and December 31, 2024, respectively, related to certain delivered inventory for which the payable fluctuates based on changes in commodity prices.

These payables are hybrid financial instruments for which the company has elected the fair value option.

(2) Accrued and other liabilities includes $ 2.1 million at December 31, 2024, while other liabilities includes $ 1.1 million and $ 1.0 million of consideration related to potential earn-out payments recorded at fair value at March 31, 2025 and December 31, 2024, respectively.

As of March 31, 2025, the fair value of the company’s debt was approximately $ 517.8 million compared with a book value of $ 571.8 million.

(3) Accrued and other liabilities includes $ 2.1 million at December 31, 2024, while other liabilities includes $ 1.4 million and $ 1.0 million of consideration related to potential earn-out payments recorded at fair value at June 30, 2025 and December 31, 2024, respectively.

As of June 30, 2025, the fair value of the company’s debt was approximately $ 457.8 million compared with a book value of $ 508.2 million.

At December 31, 2024, the fair value of the company’s debt was approximately $ 518.6 million compared with a book value of $ 575.4 million.

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

The company believes the fair value of its accounts receivable approximated book value, which was $ 97.1 million and $ 94.9 million at March 31, 2025 and December 31, 2024, respectively.

Although the company currently does not have any recurring Level 3 financial measurements, the fair values of tangible assets and goodwill acquired represent Level 3 measurements which were derived using a combination of the income approach, market approach and cost approach for the specific assets or liabilities being valued.

The company believes the fair value of its accounts receivable approximated book value, which was $ 78.5 million and $ 94.9 million at June 30, 2025 and December 31, 2024, respectively.

The fair values of tangible assets and goodwill acquired represent Level 3 measurements which were derived using a combination of the income approach, market approach and cost approach for the specific assets or liabilities being valued.

SEGMENT INFORMATION

10 unchanged sentences

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

This enables the Interim Principal Executive Officer 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.

This enables the CODM 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.

1 unchanged sentence

Three Months Ended

June 30, Six Months Ended

2025 2024 2025 2024

Ethanol production

11 unchanged sentences

Three Months Ended

June 30, Six Months Ended

2025 2024 2025 2024

Cost of goods sold

5 unchanged sentences

Three Months Ended

June 30, Six Months Ended

2025 2024 2025 2024

Ethanol production (1) (2)

3 unchanged sentences

Three Months Ended

June 30, Six Months Ended

2025 2024 2025 2024

Depreciation and amortization

1 unchanged sentence

Agribusiness and energy services (3)

3,860 497 4,458 1,002

Corporate activities 782 543 1,536 991

1 unchanged sentence

Three Months Ended

June 30, Six Months Ended

2025 2024 2025 2024

Operating income (loss)

2 unchanged sentences

Agribusiness and energy services (3)

849 2,166 3,282 8,170

Corporate activities (5) (6)

1 unchanged sentence

$ ( 28,363 ) $ ( 17,711 ) $ ( 90,623 ) $ ( 62,600 )

(1) Ethanol production includes an inventory lower of cost or net realizable value adjustment of $ 2.5 million and $ 4.2 million for the three months ended March 31, 2025 and 2024, respectively.

(2) Corporate activities includes $ 10.3 million of restructuring costs for the three months ended March 31, 2025 as a result of the company's cost reduction initiative, including severance related to the departure of its CEO.

During the three months ended March 31, 2025, the company incurred restructuring costs related to severance, stock based compensation and other charges as a result of cost reduction initiatives that were recorded within the following line items in the consolidated statements of operations (in thousands):

(1) Ethanol production includes an inventory lower of cost or net realizable value adjustment of $ 2.3 million for the three and six months ended June 30, 2025.

(2) Ethanol production includes margins from a one-time sale of accumulated RINs of $ 22.6 million for the three and six months ended June 30, 2025.

(3) Depreciation and amortization for agribusiness and energy services includes impairment of property and equipment of $ 3.1 million for the three and six months ended June 30, 2025.

(4) Ethanol production includes impairment of assets held for sale of $ 10.7 million for the three and six months ended June 30, 2025.

(5) Corporate activities includes $ 1.7 million and $ 12.0 million of restructuring costs for the three and six months ended June 30, 2025, respectively, as a result of the company's cost reduction initiative, including severance related to the departure of its former CEO.

(6) Corporate activities include a pretax loss on sale of assets of $ 4.0 million for the three and six months ended June 30, 2025.

During the three and six months ended June 30, 2025, the company incurred restructuring costs related to severance, stock based compensation and other charges as a result of cost reduction initiatives that were recorded within the following line items in the consolidated statements of operations (in thousands):

Three Months Ended

March 31, 2025

June 30, 2025

Ethanol production Agribusiness and energy services Corporate activities Subtotal

3 unchanged sentences

Total restructuring costs $ 349 517 1,653 $ 2,519

Six Months Ended

June 30, 2025

Ethanol production Agribusiness and energy services Corporate activities Subtotal

Cost of goods sold $ 2,345 597 — $ 2,942

Selling, general and administrative expenses 474 2,037 11,994 14,505

Other, net — 154 1,505 1,659

Total restructuring costs $ 2,819 2,788 13,499 $ 19,106

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.

Three Months Ended March 31, 2025

Three Months Ended

June 30, 2025

Ethanol production Agribusiness and energy services Subtotal

6 unchanged sentences

Net loss $ ( 72,227 )

Three Months Ended March 31, 2024

Six Months Ended

June 30, 2025

Ethanol production Agribusiness and energy services Subtotal

6 unchanged sentences

Net loss $ ( 144,868 )

(1) Corporate expenses include selling, general administrative expenses, depreciation and amortization, interest expense, and during 2025 includes restructuring costs related to cost savings initiatives and the departure of our CEO.

Three Months Ended

June 30, 2024

Ethanol production Agribusiness and energy services Subtotal

EBITDA $ 17,952 $ 3,045 $ 20,997

Depreciation and amortization ( 20,544 ) ( 497 ) ( 21,041 )

Interest expense ( 4,862 ) ( 1,021 ) ( 5,883 )

Subtotal $ ( 7,454 ) $ 1,527 $ ( 5,927 )

Unallocated corporate expenses (1)

Income tax expense, net of equity method income tax benefit 273

Net loss $ ( 24,038 )

Six Months Ended

June 30, 2024

Ethanol production Agribusiness and energy services Subtotal

EBITDA $ 4,331 $ 10,101 $ 14,432

Depreciation and amortization ( 41,078 ) ( 1,002 ) ( 42,080 )

Interest expense ( 9,923 ) ( 2,162 ) ( 12,085 )

Subtotal $ ( 46,670 ) $ 6,937 $ ( 39,733 )

Unallocated corporate expenses (1)

Income tax expense, net of equity method income tax benefit ( 56 )

Net loss $ ( 75,160 )

The following table sets forth total assets by operating segment (in thousands):

8 unchanged sentences

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

There was a $ 2.5 million and $ 2.1 million lower of cost or net realizable value inventory adjustment associated with finished goods in cost of goods sold within the ethanol production segment as of March 31, 2025 and December 31, 2024, respectively.

There was a $ 2.3 million and $ 2.1 million lower of cost or net realizable value inventory adjustment associated with finished goods in cost of goods sold within the ethanol production segment as of June 30, 2025 and December 31, 2024, respectively.

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

7 unchanged sentences

DERIVATIVE FINANCIAL INSTRUMENTS

At March 31, 2025, the company’s consolidated balance sheet reflected unrealized losses of $ 1.3 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 June 30, 2025, the company’s consolidated balance sheet reflected unrealized losses of $ 6.7 million, net of tax, in accumulated other comprehensive loss.

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

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

Fair Values of Derivative Instruments

3 unchanged sentences

2025 December 31,

2024 March 31,

2024 June 30,

2025 December 31,

3 unchanged sentences

Total $ 6,079 $ 10,154 $ 10,437 $ 4,806

(1) At March 31, 2025, derivative financial instruments, as reflected on the balance sheet, includes net unrealized gains on exchange-traded futures and options contracts of $ 8.0 million, which include $ 0.7 million of net unrealized losses on derivative financial instruments designated as cash flow hedging instruments, and $ 1.4 million of net unrealized gains on derivative financial instruments designated as fair value hedging instruments, and the balance representing economic hedges,

(1) At June 30, 2025, derivative financial instruments, as reflected on the balance sheet, includes net unrealized gains on exchange-traded futures and options contracts of $ 1.1 million and the balance representing economic hedges.

(2) At June 30, 2025, derivative financial instruments, as reflected on the balance sheet, includes net unrealized losses on exchange-traded futures and options contracts of $ 0.9 million, which included $ 6.4 million of net unrealized losses on derivative financial instruments designated as cash flow hedging instruments, $ 1.5 million of unrealized gains on derivative financial instruments designated as fair value hedging instruments, and the balance representing economic hedges.

(3) 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.

5 unchanged sentences

Comprehensive Income into Income Three Months Ended

June 30, Six Months Ended

2025 2024 2025 2024

Revenues $ — $ — $ ( 25 ) $ 3,736

4 unchanged sentences

Derivatives Three Months Ended

June 30, Six Months Ended

2025 2024 2025 2024

Commodity contracts $ ( 11,005 ) $ ( 863 ) $ ( 14,037 ) $ ( 8,822 )

2 unchanged sentences

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.

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.

Amount of Gain (Loss)

3 unchanged sentences

on Derivatives Three Months Ended

June 30, Six Months Ended

2025 2024 2025 2024

Exchange-traded futures and options Revenues $ 2,427 $ ( 146 ) $ 5,319 $ ( 1,219 )

4 unchanged sentences

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

March 31, 2025 December 31, 2024

June 30, 2025 December 31, 2024

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

Inventories $ 18,979 $ ( 219 ) $ 48,500 $ 8,166

Effect of Cash Flow and Fair Value Hedge Accounting on the Statements of Operations (in thousands):

Location and Amount of Gain (Loss) Recognized in Income on Cash Flow and Fair Value Hedging Relationships for the Three Months Ended March 31,

Effect of Cash Flow and Fair Value Hedge Accounting on the Statements of Operations

Location and Amount of Gain (Loss) Recognized in Income on Cash Flow and Fair Value Hedging Relationships for the Three Months Ended June 30,

Revenue Cost of

Goods Sold Revenue Cost of

Loss on cash flow hedging relationships

Commodity contracts

Amount of loss on exchange-traded futures reclassified from accumulated other comprehensive income into income $ — $ ( 3,674 ) $ — $ ( 2,298 )

Gain (loss) on fair value hedging relationships

Commodity contracts

Fair-value hedged inventories — ( 1,249 ) — 1,014

Exchange-traded futures designated as hedging instruments — 1,743 — ( 2,858 )

Total amounts of income and expense line items presented in the statement of operations in which the effects of cash flow or fair value hedges are recorded $ — $ ( 3,180 ) $ — $ ( 4,142 )

Location and Amount of Gain (Loss) Recognized in Income on Cash Flow and Fair Value Hedging Relationships for the Six Months Ended June 30,

Revenue Cost of

Goods Sold Revenue Cost of

Gain (loss) on cash flow hedging relationships

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Exchange-traded futures designated as hedging instruments — 1,974 — 2,404

Total amounts of income and expense line items presented in the consolidated statement of operations in which the effects of cash flow or fair value hedges are recorded $ ( 25 ) $ 1,345 $ 3,736 $ ( 9,822 )

The notional volume of open commodity derivative positions as of March 31, 2025 are as follows (in thousands):

Total amounts of income and expense line items presented in the statement of operations in which the effects of cash flow or fair value hedges are recorded $ ( 25 ) $ ( 1,835 ) $ 3,736 $ ( 13,964 )

The notional volume of open commodity derivative positions as of June 30, 2025 are as follows (in thousands):

Exchange-Traded (1)

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Futures 11,000 (3)

Futures ( 1,555 ) (4)

Futures ( 35,700 ) Gallons Ethanol

Futures ( 33,390 ) (3)

Gallons Ethanol

Futures ( 3,645 ) MmBTU Natural Gas

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MmBTU Natural Gas

Options 2 Tons Soybean Meal

Options 310 Pounds Soybean Oil

Options 499 Bushels Corn

Forwards 27,363 — Bushels Corn

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Energy trading contracts that do not involve physical delivery are presented net in revenues on the consolidated statements of operations.

Included in revenues are net gains of $ 2.6 million and $ 1.8 million for the three months ended March 31, 2025 and 2024, respectively, on energy trading contracts.

Included in revenues are net gains of $ 2.7 million and net gains of $ 5.3 million for the three and six months ended June 30, 2025, respectively, and net gains of $ 0.5 million and $ 2.3 million for the three and six months ended June 30, 2024, respectively, on energy trading contracts.

The components of long-term debt are as follows (in thousands):

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Green Plains SPE LLC

$ 125.0 million junior secured mezzanine notes due 2026 (2)

Junior secured mezzanine notes due 2026 (2)

127,500 125,000

Green Plains Shenandoah

$ 75.0 million loan agreement due 2035 (3)

Term loan due 2035 (3)

70,875 71,625

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Total long-term debt $ 426,002 $ 432,460

(1) The 2.25 % notes had $ 2.4 million and $ 2.7 million of unamortized debt issuance costs as of March 31, 2025 and December 31, 2024, respectively.

(2) The junior notes had $ 0.2 million of unamortized debt issuance costs as of both March 31, 2025 and December 31, 2024.

(3) The loan had $ 0.2 million and $ 0.3 million of unamortized debt issuance costs as of both March 31, 2025 and December 31, 2024, respectively.

(1) The 2.25 % notes had $ 2.1 million and $ 2.7 million of unamortized debt issuance costs as of June 30, 2025 and December 31, 2024, respectively.

(2) The junior notes had $ 8.7 million and $ 0.2 million of unamortized debt issuance costs as of June 30, 2025 and December 31, 2024, respectively.

(3) The loan had $ 0.2 million and $ 0.3 million of unamortized debt issuance costs as of June 30, 2025 and December 31, 2024, respectively.

The components of short-term notes payable and other borrowings are as follows (in thousands):

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

On May 7, 2025, the company entered into a secured $ 30 million revolving credit facility with Ancora Alternatives LLC, that matured on July 30, 2025.

The facility bore interest at 10 % on borrowings and had a 0.5 % fee on the unused balance.

Interest and fees were due on the 5th of each month.

There was no outstanding balance on the facility as of June 30, 2025.

In conjunction with this facility, the company issued 1,504,140 warrants to purchase shares of its common stock at an exercise price of $ 0.01 per share.

Ethanol Production Segment

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The Junior Notes were amended on May 7, 2025, which extended the maturity date from February 9, 2026 to May 15, 2026.

A $2.5 million amendment fee was added to the balance of the Junior Notes, increasing the amount outstanding to $127.5 million.

The Junior Notes are secured by a pledge of the membership interests in and the real property owned by Green Plains Obion and Green Plains Mount Vernon.

Further, warrants previously issued in conjunction with the Junior Notes were revised on May 7, 2025, and $ 7.5 million, the fair value of the revised warrants, was recorded as debt issuance costs.

These costs will be amortized through May 2026.

As of July 31, 2025, the Junior Notes also are secured by a pledge of the membership interests in, the assets and the real property owned by Green Plains Madison LLC, Green Plains

Superior LLC, Green Plains Fairmont LLC, Green Plains Otter Tail LLC, Green Plains Wood River and Green Plains York LLC, as well as the assets and membership interests of Fluid Quip Mechanical, LLC.

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

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

The Junior Notes accrued interest at an annual rate of 11.75 % as of June 30, 2025.

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.

On August 10, 2025, the Junior Notes were amended to extend the maturity date to September 15, 2026, with an amendment fee of 2.5 % to be added to the principal balance of the Junior Notes, payable at the maturity date.

The interest rate will increase by 0.5 % after the amendment, and by an additional 0.5 % each quarter on each scheduled interest payment date, with the next interest payment date being September 15, 2025.

In addition to previous assets and equity securities pledged, the Junior Notes are now also secured by the assets and the real property owned by Green Plains Central City, LLC.

The amendment adds certain financial covenant requirements, including restrictions on additional debt and certain transfer of assets.

Also as part of the amendment, the company executed a subscription agreement with certain funds and accounts under management by BlackRock pursuant to which the company agreed to issue, and certain funds and accounts under management by BlackRock purchased, 3,250,000 stock warrants at a strike price of $ 0.01 per share with a ten year exercise period.

The amendment also includes the right for such funds and accounts to exchange up to 750,000 warrants for a pro rata share of $ 6 million of outstanding principal of Junior Notes.

The subscription agreement obligates the company to register for resale the shares of common stock underlying warrants issued to BlackRock.

The entire outstanding principal balance, plus any accrued and unpaid interest is due upon maturity.

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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 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 loan matures on September 1, 2035 and is secured by substantially all of the assets of the Shenandoah facility, including the MSC™ and CST™ assets installed at that 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.

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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 March 31, 2025, the interest rate on the loan was 6.52 %.

At June 30, 2025, the interest rate on the loan was 6.52 %.

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

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Each base rate loan shall bear interest at a rate per annum equal to the base rate plus the applicable margin of 1.25 % to 1.50 %, which is dependent on undrawn availability under the Facility.

The unused portion of the Facility is also subject to a commitment fee of 0.275 % to 0.375 %, dependent on undrawn availability.

portion of the Facility is also subject to a commitment fee of 0.275 % to 0.375 %, dependent on undrawn availability.

Additionally, the applicable margin and commitment fee are subject to certain increases or decreases of up to 0.10 % and 0.025 %, respectively, tied to the company’s achievement of certain sustainability criteria, including the reduction of GHG emissions, recordable incident rate reduction, increased renewable corn oil production and the implementation of technology to produce sustainable ingredients.

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

At March 31, 2025, the interest rate on the Facility was 7.50 %.

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

At June 30, 2025, the interest rate on the Facility was 7.92 %.

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

On June 18, 2025, the credit facility was amended, reducing the $40.0 million borrowing limit to $ 20.0 million.

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

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

At March 31, 2025, the interest rate on the facility was 6.09 %.

At June 30, 2025, the interest rate on the facility was 6.14 %.

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

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This agreement is subject to negotiated variable interest rates.

The company had no outstanding short-term notes payable related to the inventory financing agreement as of March 31, 2025.

The company had no outstanding short-term notes payable related to the inventory financing agreement as of June 30, 2025.

Covenant Compliance

The company was in compliance with its debt covenants as of March 31, 2025.

The company was in compliance with its debt covenants as of June 30, 2025.

Restricted Net Assets

At March 31, 2025, there were approximately $ 22.3 million of net assets at the company’s subsidiaries that could not be transferred to the parent company in the form of dividends, loans or advances due to restrictions contained in the credit facilities of these subsidiaries.

At June 30, 2025, there were approximately $ 36.2 million of net assets at the company’s subsidiaries that could not be transferred to the parent company in the form of dividends, loans or advances due to restrictions contained in the credit facilities of these subsidiaries.

STOCK-BASED COMPENSATION

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Restricted Stock Awards and Deferred Stock Units

The restricted non-vested stock awards and deferred stock units activity for the three months ended March 31, 2025 is as follows:

The restricted non-vested stock awards and deferred stock units activity for the six months ended June 30, 2025 is as follows:

Deferred Stock

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Vested ( 443,385 ) 23.75

Non-Vested at March 31, 2025 1,079,414 $ 10.15 2.5

Non-Vested at June 30, 2025 1,201,660 $ 8.46 2.1

Performance Share Awards

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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 2025, 2024 and 2023 awards are 950,870 performance shares which represents 200 % of the 475,435 performance shares that remain outstanding, excluding forfeited shares.

If the company achieves the maximum performance goals, the maximum amount of shares available to be issued pursuant to the 2025, 2024 and 2023 awards are 902,514 performance shares which represents 200 % of the 451,257 performance shares which remain outstanding, excluding forfeited shares.

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.

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In accordance with his separation agreement, 221,895 of remaining outstanding performance shares that were granted during 2022, 2023, and 2024 vested immediately at target.

The non-vested performance share award activity for the three months ended March 31, 2025 is as follows:

The non-vested performance share award activity for the six months ended June 30, 2025, is as follows:

Shares Weighted-

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Vested ( 236,154 ) 28.18

Non-Vested at March 31, 2025 545,394 $ 12.83 2.5

Non-Vested at June 30, 2025 521,216 $ 13.28 2.2

Stock-Based Compensation Expense

Compensation costs for the stock-based payment plan were $ 8.8 million and $ 3.1 million for the three months ended March 31, 2025 and 2024, respectively, with the increase primarily driven by accelerated vesting for the company's CEO.

At March 31, 2025, there was $ 13.0 million of unrecognized compensation costs from stock-based compensation related to non-vested awards.

Compensation costs for the stock-based payment plan were $ 2.3 million and $ 11.1 million for the three and six months ended June 30, 2025, respectively, and $ 3.5 million and $ 6.6 million for the three and six months ended June 30, 2024, respectively, with the increase primarily driven by accelerated vesting for the company's former CEO.

At June 30, 2025, there was $ 11.6 million of unrecognized compensation costs from stock-based compensation related to non-vested awards.

This compensation is expected to be recognized over a weighted-average period of approximately 2.3 years.

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Three Months Ended

June 30, Six Months Ended

2025 2024 2025 2024

Net loss attributable to Green Plains $ ( 72,238 ) $ ( 24,350 ) $ ( 145,144 ) $ ( 75,762 )

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

7,938 7,713 7,857 7,674

(1) The effect related to the company’s convertible debt, warrants and certain stock-based compensation awards has been excluded from diluted EPS for the periods presented as the inclusion of these shares would have been antidilutive.

STOCKHOLDERS’ EQUITY

On May 7, 2025, in connection with a revolving credit facility agreement, the company issued warrants in a private placement to purchase 1,504,140 shares of its common stock at an exercise price of $ 0.01 per share and expiration date of

The company measured the fair value of the warrants as of the issuance date.

Exercisable warrants are equity based and recorded in additional paid-in capital.

During the three months ended March 31, 2021, in connection with certain agreements, the company issued 2,000,000 warrants in a private placement to purchase shares of its common stock.

The company entered into an amendment on its Junior Notes on May 7, 2025, and the warrants were repriced from $ 22.00 to $ 0.01 and the maturity date extended from April 28, 2026 to December 31, 2029.

The warrants were revalued on May 7, 2025, and the increase in fair value was recorded in additional paid-in capital.

The remaining 550,000 warrants have a strike price of $ 22.00 and expiration dates are December 8, 2025 for 275,000 warrants and February 9, 2026 for 275,000 warrants.

The company has reserved 4,054,140 shares of common stock for the exercise of warrants to non-employees, of which 3,779,140 are exercisable, treated as equity based awards and recorded within additional paid-in capital.

The remaining 275,000 warrants, of which 222,222 are exercisable as a result of achieving certain earn-out provisions and 52,778 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.

Green Plains Partners Merger

As a result of the Merger, for the three months ended March 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 capitalized transaction costs of $ 7.5 million, within additional paid-in capital.

Refer to Note 3 - Acquisition included herein for more information.

Components of stockholders’ equity for the three months ended March 31, 2025 and 2024 are as follows (in thousands):

As a result of the Merger, for the six months ended June 30, 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 capitalized transaction costs of $ 7.5 million, within additional paid-in capital.

Refer to Note 3 - Merger and Dispositions included herein for more information.

Components of stockholders’ equity for the three and six months ended June 30, 2025 and 2024 are as follows (in thousands):

Common Stock Additional

Capital Retained Deficit Accumulated Other

Comprehensive Income (Loss) Treasury Stock Total

Comprehensive Loss Treasury Stock Total

Stockholders'

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Balance, March 31, 2025 68,200 68 1,221,114 ( 391,204 ) ( 1,297 ) 2,805 ( 31,174 ) 797,507 9,681 807,188

Net loss — — — ( 72,238 ) — — — ( 72,238 ) 11 ( 72,227 )

Other comprehensive loss before reclassification — — — — ( 8,191 ) — — ( 8,191 ) — ( 8,191 )

Amounts reclassified from accumulated other comprehensive loss — — — — 2,747 — — 2,747 — 2,747

Other comprehensive loss, net of tax — — — — ( 5,444 ) — — ( 5,444 ) — ( 5,444 )

Investment in subsidiaries — — — — — — — — 94 94

Proventus disposition — — — — — — — — ( 4,534 ) ( 4,534 )

Issuance of warrants — — 5,656 — — — — 5,656 — 5,656

Modification of warrants — — 7,520 — — — — 7,520 — 7,520

Stock-based compensation 193 — 2,179 — — — — 2,179 — 2,179

Balance, June 30, 2025 68,393 $ 68 $ 1,236,469 $ ( 463,442 ) $ ( 6,741 ) 2,805 $ ( 31,174 ) $ 735,180 $ 5,252 $ 740,432

Common Stock Additional

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Balance, March 31, 2024 67,422 67 1,209,672 ( 287,213 ) ( 3,898 ) 2,805 ( 31,174 ) 887,454 13,014 900,468

Net loss — — — ( 24,350 ) — — — ( 24,350 ) 312 ( 24,038 )

Cash dividends and distributions declared — — — — — — — — — —

Other comprehensive loss before reclassification — — — — ( 657 ) — — ( 657 ) — ( 657 )

Amounts reclassified from accumulated other comprehensive loss — — — — 1,748 — — 1,748 — 1,748

Other comprehensive income, net of tax — — — — 1,091 — — 1,091 — 1,091

Investment in subsidiaries — — — — — — — — 167 167

Stock-based compensation 39 — 3,173 — — — — 3,173 — 3,173

Balance, June 30, 2024 67,461 $ 67 $ 1,212,845 $ ( 311,563 ) $ ( 2,807 ) 2,805 $ ( 31,174 ) $ 867,368 $ 13,493 $ 880,861

Amounts reclassified from accumulated other comprehensive loss are as follows (in thousands):

Three Months Ended

March 31, Statements of

June 30, Six Months Ended

June 30, Statements of

Classification

2025 2024 2025 2024

Gains (losses) on cash flow hedges

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(2) Costs of goods sold

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

(4) Income tax benefit

(3) Loss before income taxes and loss from equity method investees, net of income taxes

(4) Income tax benefit (expense)

The company records actual income tax expense or benefit during interim periods rather than on an annual effective tax rate method.

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

The IRA significantly expands clean energy incentives by providing an estimated $ 370 billion of new energy related tax credits over the next ten years.

It also permits more flexibility for taxpayers to use the credits with direct-pay and transferable credit options.

In addition, the IRA includes key revenue-raising provisions which include a 15% book-income alternative minimum tax on corporations with adjusted financial statement income over $ 1 billion, a 1% excise tax on the value of certain net stock repurchases by publicly traded companies, and the reinstatement of Superfund excise taxes.

The company expects it will benefit from certain energy related tax credits in future years and not be negatively impacted by the revenue raising provisions;

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

On January 9, 2024, the transactions contemplated by the Merger Agreement were completed as described in more detail in Note 3 - Acquisition included herein.

The IRA significantly expands clean energy related tax credits and permits more flexibility

for taxpayers to use the credits with direct-pay and transferable credit options.

The company expects to benefit from certain energy related tax credits in future years.

On January 9, 2024, the transactions contemplated by the Merger Agreement were completed as described in more detail in Note 3 - 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.

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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.

The company recorded income tax expense of $ 0.1 million for the three months ended March 31, 2025, compared with income tax expense of $ 0.3 million for the same period in 2024.

The OBBB was signed into law on July 4, 2025.

The OBBB includes a broad range of tax reform provisions affecting businesses, including extending and modifying certain key provisions of the Tax Cuts & Jobs Act, and expanding certain Inflation Reduction Act incentives while accelerating the phase-out of others.

Important business provisions of the OBBB include reinstatement of permanent expensing of research and development costs, higher EBITDA cap on the deduction for interest expense and 100% bonus depreciation.

In addition, the OBBB extends the tax credit for Clean Fuel Production under section 45Z to December 31, 2029, and leaves credits generated from carbon capture under section 45Q substantially unchanged.

The company expects to benefit from the business provisions of the OBBB and the extension of certain energy credits under the IRA and not be negatively impacted by the phase-out of other energy credits.

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

The company recorded income tax expense of $ 2.3 million for the three months ended June 30, 2025, compared with income tax benefit of $ 0.3 million for the same period in 2024.

The increase in the amount of tax expense recorded for the three months ended June 30, 2025 was primarily due to an increase in the valuation allowance recorded against deferred tax assets related to gains (losses) on derivatives.

The effective tax rate can be affected by variances in the estimates and amounts of taxable income among the various states, entities and activity types, realization of tax credits, adjustments from resolution of tax matters under review, valuation allowances and the company’s assessment of its liability for uncertain tax positions.

COMMITMENTS AND CONTINGENCIES

Lease Expense

The company leases certain facilities, parcels of land, and equipment, with remaining terms ranging from less than one year to approximately 12.4 years.

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Three Months Ended

June 30, Six Months Ended

2025 2024 2025 2024

Lease expense

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Variable lease expense (1)

104 350 326 664

Total lease expense $ 7,589 $ 7,460 $ 15,139 $ 14,782

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Three Months Ended

June 30, Six Months Ended

2025 2024 2025 2024

Cash paid for amounts included in the measurement of lease liabilities

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Other Commitments

As of March 31, 2025, the company had contracted future purchases of grain, distillers grains and natural gas, valued at approximately $ 257.0 million and future commitments for storage and transportation, valued at approximately $ 37.7 million.

As of June 30, 2025, the company had contracted future purchases of grain, distillers grains and natural gas valued at approximately $ 178.1 million and future commitments for storage and transportation, valued at approximately $ 33.9 million.

As of June 30, 2025, a liability of $ 37.1 million was recorded within product financing arrangement on the consolidated balance sheets.

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.

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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 March 31, 2025, the company had incurred $ 28.5 million of accumulated construction costs in relation to the projects, presented as property, plant and equipment on the consolidated balance sheet, with an equal and offsetting liability presented as other liabilities.

As of June 30, 2025, the company had incurred $ 82.0 million of accumulated construction costs in relation to the projects, presented as property, plant and equipment on the consolidated balance sheet, with an equal and offsetting liability presented as carbon equipment liabilities.

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

SUBSEQUENT EVENT

On May 7, 2025, the company entered into an amendment to its $ 125 million junior secured mezzanine notes (the “Junior Notes”) with BlackRock to extend the maturity date to May 15, 2026, with an amendment fee of 2.0 % to be added to the principal balance of the Junior Notes, payable at the maturity date.

The amendment includes a trigger date of July 31, 2025, at which date if the Junior Notes are not repaid additional collateral will be required, fees will be assessed, and BlackRock's warrants will be repriced from a $ 22.00 to a $ 7.00 exercise price with the expiration date extended from April 28, 2026 to December 31, 2029.

As a result, the outstanding balance is classified within long-term debt in the consolidated balance sheets.

On May 7, 2025, the company entered into a secured $ 30 million revolving credit facility with Ancora Alternatives LLC that matures on July 30, 2025.

The facility bears interest at 10 % on borrowings and has a 0.5 % fee on the unused balance.

Interest and fees are due on the 5th of each month.

Also executed as part of the credit facility, the company has issued 1,504,140 stock warrants at a strike price of $ 0.01 per share.

The warrants have a ten year exercise period.

Junior Notes and Warrant Amendments

On August 10, 2025, the company amended and restated the indenture covering the Junior Notes with BlackRock to extend the maturity date to September 15, 2026, with an amendment fee of 2.5 % to be added to the principal balance of the Junior Notes, payable at the maturity date.

In addition to previous assets and equity securities pledged, the Junior Notes are now also secured by the assets and the real property owned by Green Plains Central City, LLC.

The amendment adds certain financial covenant requirements, including restrictions on additional debt and certain transfer of assets.

The amendment also includes the right for such funds and accounts to exchange up to 750,000 warrants for a pro rata share of $ 6 million of outstanding principal of Junior Notes.

The subscription agreement obligates the company to register for resale the shares of common stock underlying warrants issued to BlackRock.

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-Q

Item 1. Financial Statements