What changed in this filing

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Item 2. Management’s Discussion and Analysis

2025-08-11 compared with 2025-05-08 · 237 added, 146 removed, 324 unchanged (54% of the section changed)

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changes in customer, employee or supplier relationships resulting from the Merger;

changes in safety, health, environmental and other governmental policy and regulation, including changes to tax laws, tariffs, renewable fuel programs, and low carbon programs;

changes in safety, health, environmental and other governmental policy and regulation, including changes to tax laws such as the OBBB, tariffs, renewable fuel programs, and low carbon programs;

risks related to acquisition and disposition activities and achieving anticipated results;

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We continue the transition from a commodity-processing business to a value-added agricultural technology company creating lower carbon, high-value ingredients from existing resources.

To that end, we are currently executing on a number of initiatives to develop and implement proven agricultural, food and industrial biotechnology systems that allow for product diversification, new market opportunities and production of additional value-added low-carbon ingredients, such as Ultra-High Protein, low-CI dextrose, renewable corn oil and more, as well as offering these technologies to the broader biofuels industry.

To that end, we have a broad product and technology portfolio to support future product diversification and growth.

We are a leader in deploying carbon capture technology to reduce the CI of our biofuels at several of our production facilities.

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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 ten 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, renewable diesel and SAF.

At capacity, our ten 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, renewable diesel and SAF.

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

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As part of our carbon reduction strategy, we committed our seven biorefineries in Nebraska, Iowa and Minnesota to carbon capture and sequestration projects through carbon pipeline transport, our four Iowa and Minnesota facilities with Summit Carbon Solutions and our three Nebraska biorefineries with Trailblazer CO2 Pipeline LLC, which will lower GHG emissions through the capture of biogenic carbon dioxide at each of these biorefineries, significantly lowering their CI, in some cases by more than half.

We have executed agreements for the future purchase, financing and installation of carbon capture equipment at our three Nebraska plants.

We anticipate completion of these Nebraska biorefinery carbon capture projects in the fourth quarter of 2025, and Summit Carbon Solutions intends to be operational in 2027.

We have executed agreements for the future purchase, financing and installation of carbon capture equipment at our three Nebraska plants and anticipate total project costs of approximately $130 million.

We anticipate completion of these Nebraska biorefinery carbon capture projects early in the fourth quarter of 2025, and Summit Carbon Solutions intends to be operational in 2027, based on publicly available information from Summit Carbon Solutions.

There are few ethanol production facilities with carbon capture in place today, and we believe we may be among the first to produce lower-CI ethanol at scale.

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Through our value-added ingredients initiative, we produce Ultra-High Protein, a feed ingredient with protein concentrations of 50% or greater and yeast concentrations of 25%, increase production of renewable corn oil and produce other higher value products, such as post-MSC™ distillers grains.

We successfully completed full scale 60% protein production runs using FQT's MSC™ system, which is our specialty feed ingredient branded as Sequence™.

We formed a 50/50 joint venture with Tharaldson Ethanol Plant I LLC (Tharaldson Ethanol), which owns the MSC™ technology assets added adjacent to the Tharaldson Ethanol plant in Casselton, North Dakota to produce Ultra-High Protein and increase renewable corn oil yields.

Operations commenced during the second quarter of 2024.

Including GP Turnkey Tharaldson's capacity, the annual Ultra-High Protein capacity we market is approximately 430 thousand tons.

The world's first commercial scale FQT CST™ facility in Shenandoah, Iowa has achieved successful ongoing production of dextrose syrups with CST™.

We successfully commercialized and completed full scale 60% protein production runs using FQT's MSC™ system, which is our specialty feed ingredient branded as Sequence™.

The world's first commercial scale FQT CST™ facility in Shenandoah, Iowa has achieved successful production of dextrose syrups with CST™.

The FQT CST™ technology allows for the production of both food and industrial grade low carbon-intensity glucose and dextrose corn syrups to target applications in food production, renewable chemicals and synthetic biology.

The facility is currently capable of producing approximately 60 million pounds of product per year.

During the quarter, the company idled its operations at the Clean Sugar Technology (CST™) facility in Shenandoah, Iowa, as the company focuses on optimizing its product mix to maximize current returns.

The facility, when operating, is capable of producing approximately 60 million pounds of product per year.

During the first quarter, the company idled its operations at the CST™ facility in Shenandoah, Iowa, as the company focuses on optimizing its product mix to maximize current returns.

CST™ has already proven its ability to produce a high-purity dextrose with a lower carbon intensity and the company remains confident in its commercial potential.

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In July 2023, we announced a technology collaboration with Equilon Enterprises LLC, which allows us to use FQT’s precision separation and processing technology with Shell Fiber Conversion Technology.

The two technologies combine

fermentation, mechanical separation and processing, and fiber conversion into one platform.

The two technologies combine fermentation, mechanical separation and processing, and fiber conversion into one platform.

This has the potential to liberate all of the remaining distillers corn oil currently bound in the fiber fraction of the corn kernel, generate cellulosic sugars for production of low-carbon ethanol, and enhance and expand available high protein to produce high-quality ingredients for global pet, livestock and aquaculture diets.

Our collaboration completed the construction of a large demonstration facility at Green Plains York and began commissioning during 2024.

Our profitability is highly dependent on commodity prices, particularly for ethanol, distillers grains, Ultra-High Protein, renewable corn oil, soybean meal, corn, and natural gas.

Our margins are highly dependent on commodity prices, particularly for ethanol, distillers grains, Ultra-High Protein, renewable corn oil, soybean meal, corn, and natural gas.

Since market price fluctuations of these commodities are not always correlated, our operations may be unprofitable at times.

We use a variety of risk management tools and hedging strategies to monitor price risk exposure at our ethanol plants and lock in favorable margins or reduce production when margins are compressed.

We use a variety of risk management tools and hedging strategies to monitor price risk exposure at our ethanol plants and lock in favorable margins or reduce production when

margins are compressed.

Our profitability could be significantly impacted by price movements of the aforementioned commodities.

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Junior Notes and Warrant Amendments

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 maturity date extended from April 28, 2026 to December 31, 2029.

On August 10, 2025, the company amended and restated the indenture covering the junior secured mezzanine notes due 2026 (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.

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.

On May 7, 2025, the company amended its $125 million Junior Notes with BlackRock to extend the maturity date to May 15, 2026, with an amendment fee of 2.0% added to the principal balance of the Junior Notes, payable at the maturity date.

Further, the strike price of the warrants was revised from $22.00 to $0.01 and the maturity date extended from April 28, 2026 to December 31, 2029.

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.

A preliminary pretax loss of $27.0 million was recorded during the three and six months ended June 30, 2025.

Proceeds from the sale were received during July 2025.

Product Financing Arrangement

On June 16, 2025, the company entered into a product financing arrangement with a financial institution in which it received up front payment of $38.4 million for corn oil that the company has an obligation to repurchase in weekly increments through January of 2026.

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

Ancora Credit Facility and Warrants

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.

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.

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.

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The marketing agreement is for a term of five years, with certain early termination rights, and requires the company to sell exclusively to the Eco-Energy LLC, and for Eco-Energy LLC to purchase from the company all fuel grade ethanol, or other ethanol specifications as agreed to for a predetermined market-based marketing fee that may be adjusted based on gallons shipped.

Eco-Energy, LLC has also agreed to handle certain back office duties related to the ethanol marketing and logistics across the company's platform, providing end-to-end support to optimize value, expand market access and improve supply chain efficiency.

On April 14, 2025, a conforming amendment was entered into on the $350 million revolver to accommodate concentration risk with Eco-Energy, LLC.

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These individuals were appointed as part of the continuation of the company's refreshment of the Board as they possess additive experience in key areas such as the agriculture and commodities sector, capital allocation, finance, long-term planning, and strategic reviews and transactions.

Now through the Annual Meeting, the appointments will result in an expansion of the Board to ten members.

The Board will be reduced to eight members due to Ejnar A.

From April 14, 2025, through the Annual Meeting, the appointments resulted in an expansion of the Board to ten members.

The Board was reduced to eight members due to Ejnar A.

Knudsen III and Alain Treuer not standing for re-election at this year’s Annual Meeting.

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The Board appointed Michelle Mapes, Chief Legal & Administration Officer, as Interim Principal Executive Officer, and also appointed an executive committee comprised of Ms.

Mapes, Jamie Herbert, Chief Human Resource Officer, Chris Osowski, Executive Vice President – Operations and Technology, and Imre Havasi, Senior Vice

President – Head of Trading and Commercial Operations to lead the company until Mr.

Mapes, Jamie Herbert, Chief Human Resource Officer, Chris Osowski, Executive Vice President – Operations and Technology, and Imre Havasi, Senior Vice President – Head of Trading and Commercial Operations to lead the company until Mr.

Becker’s successor is appointed.

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The company is continuing to identify additional opportunities.

As a result of the reorganization, the company recorded one-time restructuring costs in the first quarter of 2025 of $16.6 million, which includes severance related to the departure of its CEO.

As a result of the reorganization, the company recorded one-time restructuring costs of $2.5 million and $19.1 million for the three and six months ended June 30, 2025, respectively, which includes severance related to the departure of its former CEO.

Strategic Review

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Idling of Clean Sugar Technology facility in Shenandoah, Iowa

CST™ has already proven its ability to produce a high-purity dextrose with a lower carbon intensity and the company remains confident in its commercial potential.

During the first quarter, the company idled its operations at the CST™ facility in Shenandoah, Iowa, as the company focuses on optimizing its product mix to maximize current returns.

CST™ has already proven its ability to produce a high-

purity dextrose with a lower carbon intensity and the company remains confident in its commercial potential.

The decision to temporarily pause operations presents an opportunity to further refine the dextrose production process.

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Results of Operations

During the first quarter of 2025, we maintained an average utilization rate of approximately 87.7% of capacity, or 99.9% excluding Fairmont, resulting in ethanol production of 195.2 mmg, compared with 208.0 mmg, or 92.4% of capacity, for the same quarter last year.

During the second quarter of 2025, we maintained an average utilization rate of approximately 86.1% of capacity, or 99.2% excluding Fairmont, resulting in ethanol production of 193.6 mmg, compared with 208.5 mmg, or 92.6% of capacity, for the same quarter last year.

Our operating strategy is to transform our company to a value-add agricultural technology company.

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Ethanol Supply and Demand

According to the EIA, domestic ethanol production averaged 1.08 million barrels per day during the first quarter of 2025, which was approximately 3.8% higher than the 1.04 million barrels per day for the same quarter last year.

Refiner and blender input volume was 855 thousand barrels per day for the first quarter of 2025, compared with 851 thousand barrels per day for the same quarter last year.

Gasoline demand for the first quarter of 2025 was in line with the prior year

quarter at 8.5 million barrels per day.

domestic ethanol ending stocks increased by approximately 0.2 million barrels compared to the prior year, or 0.8%, to 26.6 million barrels as of March 31, 2025.

According to the EIA, domestic ethanol production averaged 1.05 million barrels per day during the second quarter of 2025, which was 2.9% higher than the 1.02 million barrels per day for the same quarter last year.

Refiner and blender input volume was 910 thousand barrels per day for the second quarter of 2025, compared with 915 thousand barrels per day for the same quarter last year.

Gasoline demand was consistent with the same quarter last year at 8.9 million barrels per day during the second quarter of 2025.

domestic ethanol ending stocks increased by approximately 0.5 million barrels compared to the prior year, or 2.1%, to 24.1 million barrels as of June 30, 2025.

Global Ethanol Supply and Demand

According to the USDA Foreign Agriculture Service, domestic ethanol exports through February 28, 2025, were approximately 337 mmg, up from the 289 mmg for the same period of 2024.

Year to date, Canada was the largest export destination for U.S.

According to the USDA Foreign Agriculture Service, domestic ethanol exports through May 31, 2025, were approximately 890 mmg, up from the 817 mmg for the same period of 2024.

Canada was the largest export destination for U.S.

ethanol accounting for approximately 32% of domestic ethanol export volume, driven in part by their national clean fuel standard.

India, Netherlands, Philippines and United Kingdom accounted for approximately 14%, 11%, 8%, and 7%, respectively, of U.S.

The Netherlands, United Kingdom and India accounted for approximately 13%, 11% and 11%, respectively, of U.S.

ethanol exports.

We currently estimate that net ethanol exports will range from 1.8 to 2.1 billion gallons in 2025, based on historical demand from a variety of countries and certain countries that seek to improve their air quality, reduce greenhouse gas emissions through low carbon fuel programs and eliminate MTBE from their own fuel supplies.

We currently estimate that net ethanol exports will range from 2.0 to 2.2 billion gallons in 2025, based on historical demand from a variety of countries and certain countries that seek to improve their air quality, reduce GHG emissions through low-carbon fuel programs and eliminate MTBE from their own fuel supplies.

Fluctuations in currencies relative to the U.S.

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has been expanding to meet the rising demand for vegetable oils to produce renewable fuels.

According to the National Oilseed Processors Association, for the first quarter of 2025, soybean crush was approximately 572.9 million bushels, up 4.5 million bushels from the 568.4 million bushels crushed during the first quarter of 2024.

Soybean oil stocks for the first quarter of 2025 were 1.5 billion pounds, which was down 0.4 billion pounds from the 1.9 billion pounds of stocks as of March 31, 2024.

Soybean meal production was 13.6 million short tons for the first quarter of 2025, up 0.2 million short tons from the 13.4 million short tons from the same period in the prior year.

According to the National Oilseed Processors Association, for the second quarter of 2025, soybean crush was approximately 569 million bushels, up 44 million bushels from the 525 million bushels crushed during the second quarter of 2024.

Soybean oil stocks were 1.4 billion pounds, which was down from the 1.6 billion pounds of stocks as of June 30, 2024.

Soybean meal production was 13.5 million short tons for the second quarter of 2025, up from the 12.4 million short tons from the same period in the prior year.

Legislation and Regulation

We are sensitive to domestic and foreign government programs and policies that affect the supply and demand for ethanol and other fuels, which in turn may impact the volume of ethanol and other products we handle.

Following the transition in U.S.

Following the

transition in U.S.

presidential administration in early 2025, multiple executive orders signaling a shift in federal energy and environmental policy have been issued.

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energy independence and energy security, we continue to closely monitor evolving federal and state regulatory developments that may affect the supply, demand, or economic incentives for renewable fuels.

On June 13, 2025, the Federal Energy Regulatory Commission (“FERC”) issued an order approving a Stipulation and Consent Agreement ("Consent Agreement") between the Office of Enforcement (“OE”) and the company.

The Consent Agreement resolved the OE’s investigation into trading activity conducted by the company which occurred during 2023.

As part of the Consent Agreement, the company agreed to pay a civil penalty of $0.9 million, pay $23 thousand in restitution and interest, implement enhancements to its compliance program and be subject to certain trading restrictions.

Over the years, various bills and amendments have been proposed in the House and Senate, which would eliminate the RFS entirely, eliminate the corn based ethanol portion of the mandate, lower the price of RINs and make it more difficult to sell fuel blends with higher levels of ethanol.

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Sales of EVs in the U.S.

were approximately 296 thousand vehicles during the first quarter of 2025, which represented approximately 7.5%

of new vehicles sales, up 11.3% from the approximately 266 thousand in 2024.

were approximately 311 thousand vehicles during the second quarter of 2025, which represented approximately 7.4% of new vehicles sales, down 6.3% from the approximately 332 thousand in the second quarter of 2024.

Transition of the light duty surface transportation fleet from internal combustion engines to EVs could decrease the demand for ethanol.

The IRA, which was signed into law on August 16, 2022, is a sweeping policy that could have many potential impacts on our business which we are continuing to evaluate.

The legislation (1) created a new Clean Fuel Production Credit, section 45Z of the Internal Revenue Code, of $0.02 per gallon per CI point reduction for any fuel below a 50 CI threshold from 2025 to 2027, which could impact our fuel ethanol, depending on the level of GHG reduction for each gallon;

(2) created a new tax credit for SAF, section 40B of the Internal Revenue Code, of $1.25 to $1.75 per gallon for 2023 and 2024, depending on the GHG reduction for each gallon, that could possibly involve some of our renewable corn oil or low carbon ethanol as feedstock through an ATJ pathway, depending on the life cycle analysis model being used (this credit expired after 2024 and shifts to the 45Z Clean Fuel Production Credit, where it qualifies for up to $0.035 per gallon per CI point reduction below a 50 CI threshold);

(3) expanded the carbon capture and sequestration credit, section 45Q of the Internal Revenue Code, to $85 for each metric ton of carbon dioxide sequestered, which could impact our carbon capture strategies, though it cannot be claimed in conjunction with the 45Z Clean Fuel Production Credit, which could prove to be more valuable;

(4) extended the $1.00 per gallon biomass-based diesel tax credit (this credit expired after 2024 and shifts to the 45Z Clean Fuel Production credit, where all non-SAF fuels qualify for $0.02 per gallon for each point of CI reduction under the 50 CI threshold);

(5) funded $500 million of biofuel blending infrastructure, which could impact the availability of higher level ethanol blended fuel;

(6) increased funding for climate-smart agriculture and working lands conservation programs for farmers by $20 billion;

and (7) provided credits for the production and purchase of EVs, which could impact the amount of internal combustion engines built and sold longer term, and by extension impact the demand for liquid fuels including ethanol.

There are numerous additional clean energy credits included in this law, including investment tax credits for construction of clean energy infrastructure, that could impact us and our overall competitiveness.

However, the current administration has taken steps to roll back the CAFE standards issued by the prior administration.

The IRA, signed into law on August 16, 2022, created a new Clean Fuel Production Credit, section 45Z of the Internal Revenue Code, of up to $1.00 per gallon for non-SAF fuels and $1.75 per gallon for SAF, depending on the level of GHG reduction below 50 CI for each gallon produced from 2025 to 2027.

The IRA also expanded the carbon capture and sequestration credit, section 45Q of the Internal Revenue Code, to $85 for each metric ton of carbon dioxide sequestered, though it cannot be claimed in conjunction with the 45Z Clean Fuel Production Credit.

It also increased funding for climate-smart agriculture and working lands conservation programs for farmers by $20 billion and provided credits for the production and purchase of EVs, which could impact the amount of internal combustion engines built and sold longer term, and by extension impact the demand for liquid fuels including ethanol.

There are numerous additional clean energy credits included in the IRA, including investment tax credits for construction of clean energy infrastructure, that could impact us and our overall competitiveness.

OBBB, which was signed into law on July 4, 2025, made significant changes to several clean energy tax credits beginning in 2026.

The legislation extended the 45Z tax credit to 2029;

eliminated the indirect land use change penalty for crop-based feedstocks;

restricted eligibility to fuel feedstocks under the United States-Mexico-Canada Agreement;

established Foreign Entity of Concern (FEOC) restrictions;

clarified that negative emissions rates, with the exception of animal manure, are not allowed;

enhanced the language on qualified sales;

and reinstated the Small-Agri-biodiesel Producer Credit (section 40A), which was boosted to $0.20 per gallon and can be claimed in addition to any credit received under section 45Z.

The legislation also established credit value parity for carbon utilization, including enhanced oil recovery, under the 45Q tax credit, which also includes FEOC restrictions.

Regulatory rulemaking for the administration of these programs is underway, and the final regulations could impact many aspects of our business.

On April 30, 2024, the U.S.

Department of Treasury issued regulatory guidance along with an updated GREET lifecycle assessment model for the 40B SAF tax credit, which included a pathway for U.S.

corn ethanol to qualify as a feedstock for SAF if the carbon intensity is lowered through utilization of various technologies and practices, including carbon capture and climate smart agriculture practices.

On June 22, 2024, the USDA put out a Request for Information on the Production of Biofuel Feedstocks using climate smart practices, which could inform rulemaking for the 45Z Clean Fuel Production Credit.

On January 10, 2025, the U.S.

Department of Treasury issued a notice of intent to propose rulemaking on the 45Z Clean Fuel Production Credit, which it published on February 3, 2025 in Internal Revenue Bulletin 2025-6, and on January 15, 2025 the Department of Energy released an updated 45Z GREET LCA model for calculating CI values of various feedstocks and finished fuels under 45Z.

Additionally, on January 15, 2025, the USDA put forth interim rules around climate smart agriculture for crops serving as feedstocks for biofuel production, including corn, soybeans and sorghum, though it was not incorporated into Treasury’s 45Z proposed rulemaking at this time.

While the proposed regulations are subject to change, and the GREET model could continue to be updated, as of this filing the GREET model indicates that CCS could reduce the CI of corn ethanol by 32 points, and that distillers corn oil used to produce biodiesel, renewable diesel or SAF has a lower CI score relative to most other feedstocks.

Additionally, the 45Z rulemaking excluded imported used cooking oil from qualifying for the credit if used as a feedstock to produce on-road fuels, though it still qualifies to produce SAF.

Department of Treasury issued a notice of intent to propose rulemaking on the 45Z Clean Fuel Production Credit, which it published on February 3, 2025 in Internal Revenue Bulletin 2025-6, and on January 15, 2025 the Department of Energy released an updated 45ZCF-GREET model for calculating CI values of various feedstocks and finished fuels under 45Z.

Additionally, on January 15, 2025, the USDA put forth interim

rules around climate smart agriculture for crops serving as feedstocks for biofuel production, including corn, soybeans and sorghum, though it was not incorporated into Treasury’s 45Z proposed rulemaking at this time.

While the proposed regulations are subject to change, and the GREET model could continue to be updated such as on May 30, 2025 when the Department of Energy released a new version of the 45ZCF-GREET model, as of this filing the model indicates that CCS could reduce the CI of corn ethanol by approximately 33 points, and that distillers corn oil used to produce biodiesel, renewable diesel or SAF has a lower CI score relative to most other feedstocks.

Additionally, the 45Z guidance excluded imported used cooking oil from qualifying for the credit if used as a feedstock to produce on-road fuels, though it still qualifies to produce SAF.

The RFS sets a floor for biofuels use in the United States.

In June 2023, the EPA finalized RVOs for 2024 and 2025, setting the implied conventional ethanol levels at 15 billion gallons for 2024 and 2025.

The EPA also proposed a modest increase in biomass based diesel volumes over the three years, setting the volumes at 3.04 billion for 2024 and 3.35 billion for 2025.

The EPA also indicated that corn kernel fiber would contribute to the finalized cellulosic volumes, and could move to approve registrations that have been languishing for years at the agency.

The EPA also removed a proposed e-RIN program to support EVs from the final rule, but indicated they may move forward with it in a separate rulemaking.

The EPA was required to propose RVOs for 2026 by November 2024, but the administration indicated on July 8, 2024 that it intends to propose RVOs for 2026 and potentially additional years in March 2025, and finalize them in December 2025.

The new administration has not indicated an updated timeline for these rules.

In June 2025, the EPA proposed RVOs for 2026 and 2027, setting the implied conventional ethanol levels at 15 billion gallons for 2026 and 2027.

The EPA also proposed an increase in biomass-based diesel volumes over the two years, setting the volumes at 5.61 billion gallons for 2026 and 5.86 billion for 2027.

The EPA also included a decrease in the 2025, 2026, and 2027 cellulosic volumes despite the fact that throughout 2024 and 2025, the EPA has approved many of the pending corn kernel fiber registrations which have been languishing for years at the agency.

Additionally, the EPA completely removed the e-RIN pathway and the definition of renewable electricity from the RFS program and proposed to amend RFS regulations so that foreign biofuels and feedstocks would only generate 50 percent of the RIN value relative to domestic biofuels and feedstocks.

The EPA held a public hearing on the RVO proposal on July 8, 2025 and opened a 45-day comment period closing on August 8, 2025.

Under the RFS, RINs impact supply and demand.

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The market price of detached RINs can affect the price of ethanol in certain markets and can influence purchasing decisions by obligated parties.

SREs can reduce or waive entirely the obligation for a refinery, which has the

practical effect of reducing the RVO, and by extension the number of RINs that need to be retired, which can impact their values and ultimately blending levels of renewable fuels.

SREs can reduce or waive entirely the obligation for a refinery, which has the practical effect of reducing the RVO, and by extension the number of RINs that need to be retired, which can impact their values and ultimately blending levels of renewable fuels.

There are multiple on-going legal challenges to how the EPA has handled SREs and RFS rulemakings.

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On February 6, 2025, the U.S.

Supreme Court denied the new administration’s request to delay the case and oral arguments took place on March 25, 2025 with a final ruling expected by the end of the current term.

The One-Pound Waiver, which was extended in May 2019 to allow E15 to be sold year-round to all vehicles model year 2001 and newer, was challenged in an action filed in Federal District Court for the D.C.

On July 2, 2021, the Circuit Court vacated the EPA’s rule so the future of summertime, defined as June 1 to September 15, sales of E15 is uncertain.

The Supreme Court subsequently declined to hear a challenge to this ruling.

In 2022, the EPA issued emergency waivers to allow for the continued sale of E15 during the summer months and similar summertime waivers have been issued each year since then, with the 2025 driving season marking the seventh consecutive year that E15 is able to be sold year-round nationwide, with the exception of California which has not approved the fuel.

On October 25, 2024, the Governor of California issued a directive to CARB to expedite the ongoing multi-year review process for approving the use of E15 in the State.

Supreme Court denied the new administration’s request to delay the case and oral arguments took place on March 25, 2025 with a final ruling issued on June 18, 2025.

The Supreme Court ruled that the D.C.

Circuit Court is the proper venue for legal challenges to SREs.

In 2019, the EPA issued emergency One-Pound Reid Vapor Pressure (RVP) waivers to allow for the continued sale of E15 during the summer months and similar summertime waivers have been issued each year since then, with the 2025 driving season marking the seventh consecutive year that E15 is able to be sold year-round nationwide, with the exception of California which has not approved the fuel.

On October 25, 2024, the Governor of California issued a directive to CARB to expedite the ongoing multi-year review process for approving the use of E15 in the State and on June 27, 2025 signed a budget bill that includes additional funding for CARB to complete the review process.

The EPA has also allowed for the elimination of the One-Pound Waiver for E10 in several Midwestern states beginning with the 2025 summer driving season, which would have the practical effect of allowing for E15 to be sold year- round in the following states:

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This includes funding for infrastructure, labeling changes and allowing E15 to be sold through E10 infrastructure.

The USDA rolled out the Higher Blend Infrastructure Incentive Program in the summer of 2020, providing competitive grants to fuel terminals and retailers for installing equipment capable of dispensing higher blends of ethanol and biodiesel.

The USDA rolled out the Higher Blend Infrastructure Incentive Program (HBIIP) in the summer of 2020, providing competitive grants to fuel terminals and retailers for installing equipment capable of dispensing higher blends of ethanol and biodiesel.

In December 2021, the USDA announced it would administer another infrastructure grant program.

The IRA, signed into law in 2022, provided for an additional $500 million in USDA grants for biofuel infrastructure.

On June 26, 2023, the USDA announced the initial $50 million in awards, and laid out a process for distributing the remaining $450 million, with $90 million being made available each quarter.

On March 31, 2025, the USDA announced it intends to release $537 million in funding under the HBIIP.

More states are expected to join California, Washington, Oregon, and New Mexico in establishing their own LCFS programs.

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Hawaii, Illinois, New Jersey, and New York have all introduced or reintroduced LCFS laws in 2025.

However, most are at very early stages and still in committee.

However, most are at

very early stages and still in committee.

On July 1, 2025, a California LCFS amendment went into effect increasing the state’s 2030 CI reduction target from 20% to 30% as well introducing an automatic acceleration mechanism which will further increase CI reduction targets if the credit bank exceeds a certain threshold.

This mechanism is expected to have an immediate “step-down” effect in 2025, increasing the reduction target to 9% from 7%.

While the amendment does come with some additional compliance requirements, both of the above factors should have the effect of addressing credit oversupply and strengthening prices.

A string of 2024 U.S.

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Compliance with existing and anticipated environmental laws and regulations may increase our overall cost of doing business, including capital costs to construct, maintain, operate, and upgrade equipment and facilities, or limit the feasibility of certain capital improvement, expansion, or other projects due to environmental related permitting restrictions.

Our business may also be impacted by government policies, such as tariffs, duties, subsidies, import and export restrictions and outright embargos.

While the current administration’s efforts to counter trade barriers in certain countries may ultimately benefit the ethanol industry (such as Brazil, where U.S.

ethanol has been subject to tariffs since 2020), the risk of reciprocal tariffs by other countries, including Canada and Mexico, may impede exported volumes.

We employ maintenance and operations personnel at each of our facilities, which are regulated by the Occupational Safety and Health Administration.

Comparability

There are various events that could affect comparability of our operating results, including fluctuations in our production rates in 2025 compared to 2024, along with the disposition of our Birmingham, Alabama terminal in September of 2024, the idling of our Fairmont, Minnesota plant in January of 2025 and our corporate restructuring and cost saving initiatives in early 2025.

There are various events that could affect comparability of our operating results, including fluctuations in our production rates in 2025 compared to 2024, along with the ceasing of a third-party ethanol marketing agreement with Tharaldson Ethanol Plant I LLC, the disposition of our Birmingham, Alabama terminal in September of 2024, the idling of our Fairmont, Minnesota plant in January of 2025 and our corporate restructuring and cost saving initiatives in 2025.

Segment Results

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Three Months Ended

Variance Six Months Ended

2025 2024 2025 2024

Ethanol production

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Three Months Ended

Variance Six Months Ended

2025 2024 2025 2024

Cost of goods sold

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Three Months Ended

Variance Six Months Ended

2025 2024 2025 2024

Ethanol production (1) (2)

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Three Months Ended

Variance Six Months Ended

2025 2024 2025 2024

Depreciation and amortization

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Agribusiness and energy services (3)

3,860 497 * 4,458 1,002 *

Corporate activities 782 543 44.0 1,536 991 55.0

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Three Months Ended

Variance Six Months Ended

2025 2024 2025 2024

Operating income (loss)

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Agribusiness and energy services (3)

849 2,166 (60.8) 3,282 8,170 (59.8)

Corporate activities (5) (6)

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$ (28,363) $ (17,711) 60.1% $ (90,623) $ (62,600) 44.8%

(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.

(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 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.

* Percentage variances not considered meaningful.

We use EBITDA, adjusted EBITDA, and segment EBITDA as measures of profitability to compare the financial performance of our reportable segments and manage those segments.

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.

Adjusted EBITDA includes adjustments related to restructuring costs and our proportional share of EBITDA adjustments of our equity method investees.

Adjusted EBITDA includes adjustments related to restructuring costs, loss on sale of assets and equity method investment, impairment of assets held for sale and our proportional share of EBITDA adjustments of our equity method investees.

We believe EBITDA, adjusted EBITDA and segment EBITDA are useful measures to compare our performance against other companies.

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Three Months Ended

Variance Six Months Ended

2025 2024 2025 2024

Net loss $ (72,227) $ (24,038) 200.5% $ (144,868) $ (75,160) 92.7%

Interest expense 13,899 7,494 85.5 22,812 15,280 49.3

Income tax expense, net of equity method income tax benefit (165) 329 (150.2)

Income tax expense (benefit), net of equity method income tax benefit 1,885 (273) * 1,720 56 *

Depreciation and amortization (1)

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Restructuring costs 2,520 — * 19,106 — *

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

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

Loss on sale of equity method investment 26,987 — * 26,987 — *

Proportional share of EBITDA adjustments to equity method investees 1,050 271 * 1,828 316 *

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Three Months Ended

Variance Six Months Ended

2025 2024 2025 2024

Adjusted EBITDA

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Restructuring Costs 2,520 — * 19,106 — *

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

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

Loss on sale of equity method investment 26,987 — * 26,987 — *

Proportional share of EBITDA adjustments to equity method investees 1,050 271 * 1,828 316 *

$ 16,442 $ 5,038 * $ (7,700) $ (16,437) (53.2)%

(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 recorded within selling, general and administrative expenses 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.

* Percentage variance not considered meaningful.

Three Months Ended March 31, 2025 Compared with the Three Months Ended March 31, 2024

(1) Ethanol production includes margins from a one-time sale of accumulated RINs of $22.6 million offset by impairment of assets held for sale of $10.7 million and 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) Corporate activities includes $1.7 million and $12.0 million of restructuring costs recorded within selling, general and administrative expenses 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.

(3) Corporate activities include a pretax loss on sale of assets of $4.0 million and a pretax loss on sale of equity method investment of $27.0 million for the three and six months ended June 30, 2025.

* Percentage variances not considered meaningful.

Three Months Ended June 30, 2025 Compared with the Three Months Ended June 30, 2024

Consolidated Results

Consolidated revenues increased $4.3 million for the three months ended March 31, 2025 compared with the same period in 2024, primarily due to higher revenues within our agribusiness and energy services segment as a result of higher natural gas prices and margins as well as higher revenues in our ethanol production segment as a result of higher weighted average selling prices on ethanol, offset by lower revenues in our ethanol production segment as a result of lower volumes sold on ethanol, distillers grains and renewable corn oil, and lower weighted average selling prices on distillers grains and renewable corn oil, as described below.

Net loss increased $21.5 million for the three months ended March 31, 2025 compared with the same period last year primarily due to lower margins in our ethanol production and agribusiness and energy services segments as well as restructuring costs incurred of $16.6 million.

Adjusted EBITDA decreased $2.7 million for the three months ended March 31, 2025 compared with the same period in 2024 primarily due to lower margins in our ethanol production segment and agribusiness and energy services segment.

Interest expense increased $1.1 million for the three months ended March 31, 2025 compared with the same period in 2024 primarily due to lower capitalized interest.

Income tax expense was $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 following discussion provides greater detail about our first quarter segment performance.

Consolidated revenues decreased $66.0 million for the three months ended June 30, 2025 compared with the same period in 2024 primarily as a result of the company ceasing a third-party ethanol marketing agreement with Tharaldson Ethanol Plant I LLC.

Net loss increased $48.2 million for the three months ended June 30, 2025 compared with the same period last year primarily due to a loss on equity method investees, net of taxes of $28.3 million, impairment of assets held for sale of $10.7 million and a loss on sale of assets of $4.0 million.

Adjusted EBITDA increased $11.4 million for the three months ended June 30, 2025 compared with the same period last year primarily due to a change in operating strategy and margins from a one-time sale of accumulated RINs partially offset by lower margins in our ethanol production segment.

Interest expense increased for the three months ended June 30, 2025 compared with the same period in 2024 primarily due to amortization of loan fees related to the issuance and modification of warrants in conjunction with access to a short-term line of credit and an amendment on our Junior Notes as well as decreased capitalized interest.

Income tax expense was $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 primarily due to an increase in the valuation allowance recorded against certain deferred tax assets related to gains (losses) on derivatives.

The following discussion provides greater detail about our second quarter segment performance.

Ethanol Production Segment

Key operating data for our ethanol production segment is as follows:

Key operating data for our ethanol production segment is as follows (in thousands):

Three Months Ended

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Corn consumed (bushels) 65,312 71,819 (9.1)

Revenues in our ethanol production segment decreased $7.9 million for the three months ended March 31, 2025 compared with the same period in 2024, primarily due to lower ethanol, distillers grains and renewable corn oil volumes sold resulting in decreased revenues of $21.2 million, $8.3 million and $1.3 million, respectively, lower weighted average selling prices on distillers grains and renewable corn oil resulting in decreased revenues of $17.6 million and $1.8 million, respectively, and lower natural gas and terminal revenues of $3.1 million and $2.1 million, respectively, partially offset by higher ethanol weighted average selling prices resulting in increased revenues of $47.1 million and increased revenues as a result of hedging activities by $2.3 million.

Cost of goods sold in our ethanol production segment decreased $4.8 million for the three months ended March 31, 2025 compared with the same period last year primarily due to lower corn volumes purchased and hedging activities resulting in decreased costs of $21.9 million and $7.4 million, respectively, offset by higher weighted average corn prices resulting in increased costs of $15.1 million and higher ethanol volumes purchased of $11.2 million.

Operating loss in our ethanol production segment increased $5.9 million for the three months ended March 31, 2025 compared with the same period in 2024 primarily due to decreased margins on ethanol production as outlined above.

Depreciation and amortization expense for the ethanol production segment was $21.0 million for the three months ended March 31, 2025, compared with $20.5 million for the same period last year.

Revenues in our ethanol production segment increased $1.7 million for the three months ended June 30, 2025 compared with the same period in 2024, primarily due to a sale of RINs accumulated over time and higher weighted average selling prices on ethanol and renewable corn oil resulting in increased revenues of $22.6 million, $7.3 million and $7.8 million, respectively, partially offset by lower ethanol, distillers grain and renewable corn oil volumes sold resulting in decreased revenues of $27.7 million, $8.2 million and $3.8 million, respectively, in addition to lower terminal revenues of $2.4 million.

Revenues also increased as a result of hedging activities by $6.9 million.

Cost of goods sold in our ethanol production segment decreased $1.4 million for the three months ended June 30, 2025 compared with the same period last year primarily due to lower corn volumes processed, ethanol freight costs and repair and maintenance costs resulting in decreases of $30.0 million, $19.9 million and $4.6 million, respectively, partially offset by higher ethanol volumes purchased and weighted average corn prices resulting in increased costs of $41.8 million and $5.4 million, respectively.

Costs also increased as a result of hedging activities of $5.7 million.

Operating loss in our ethanol production segment increased $10.0 million for the three months ended June 30, 2025 compared with the same period in 2024 primarily due to impairment of assets held for sale and decreased margins as outlined above partially offset by margins from a one-time sale of accumulated RINs.

Depreciation and amortization expense for the ethanol production segment was $22.9 million for the three months ended June 30, 2025, compared with $20.5 million for the same period last year.

Agribusiness and Energy Services Segment

Revenues in our agribusiness and energy services segment increased $10.8 million while operating income decreased $4.5 million for the three months ended March 31, 2025, compared with the same period in 2024.

The increase in revenues was primarily due to higher natural gas prices and trading volumes.

The decrease in operating income was primarily due to lower weighted average trading prices as well as increased personnel costs as a result of restructuring.

Revenues in our agribusiness and energy services segment decreased $69.4 million while operating income decreased $1.3 million for the three months ended June 30, 2025 compared with the same period in 2024.

The decrease in revenues was primarily a result of the company ceasing a third-party ethanol marketing agreement with Tharaldson Ethanol Plant I LLC.

The decrease in operating income was primarily due to the impairment of property and equipment of $3.1 million.

Intersegment Eliminations

Intersegment eliminations of revenues decreased by $1.4 million for the three months ended March 31, 2025, primarily as a result of lower terminal revenues as well as lower marketing revenues driven by lower volumes.

Intersegment eliminations of revenues decreased $1.7 million for the three months ended June 30, 2025 compared with the same period in 2024 primarily due to decreased freight revenue associated with the ethanol production segment.

Corporate Activities

Operating loss was impacted by an increase in corporate activities of $7.0 million for the three months ended March 31, 2025 compared with 2024 primarily due to increased personnel costs as a result of restructuring.

Operating loss was impacted by a decrease in corporate activities of $0.7 million for the three months ended June 30, 2025 compared to the same period in 2024, primarily due to a $5.0 million decrease in selling, general and administrative expenses as a result of the company's corporate reorganization and cost reduction initiative partially offset by a loss on sale of assets of $4.0 million during the three months ended June 30, 2025.

Six Months Ended June 30, 2025 Compared with the Six Months Ended June 30, 2024

Consolidated Results

Consolidated revenues decreased $61.7 million for the six months ended June 30, 2025 compared with the same period in 2024 primarily as a result of the company ceasing a third-party ethanol marketing agreement with Tharaldson Ethanol Plant I LLC.

Net loss increased $69.7 million for the six months ended June 30, 2025 compared with the same period last year primarily due to a loss on equity method investees, net of taxes of $29.1 million, impairment of assets held for sale of $10.7 million and a loss on sale of assets of $4.0 million in addition to $19.1 million of restructuring costs.

Adjusted EBITDA increased $8.7 million for the six months ended June 30, 2025 compared with the same period last year primarily due to margins from a one-time sale of accumulated RINs offset by lower margins in our agribusiness and energy services and ethanol production segments.

Interest expense increased $7.5 million for the six months ended June 30, 2025 compared with the same period in 2024 primarily due to amortization of loan fees related to the issuance and modification of warrants in conjunction with access to a short-term line of credit and an amendment on our Junior Notes as well as decreased capitalized interest.

Income tax expense was $2.4 million for the six months ended June 30, 2025, compared with income tax expense of $0.1 million for the same period in 2024 primarily due to an increase in the valuation allowance recorded against certain deferred tax assets related to gains (losses) on derivatives.

The following discussion provides greater detail about our year-to-date segment performance.

Ethanol Production Segment

Key operating data for our ethanol production segment is as follows (in thousands):

Six Months Ended

2025 2024 % Variance

Ethanol (gallons) 388,899 416,387 (6.6)%

Distillers grains (equivalent dried tons) 830 932 (10.9)

Ultra-High Protein (tons) 134 125 7.2

Renewable corn oil (pounds) 129,494 140,351 (7.7)

Corn consumed (bushels) 131,576 143,093 (8.0)

Revenues in our ethanol production segment decreased $6.2 million for the six months ended June 30, 2025 compared with the same period in 2024, primarily due to lower ethanol, distillers grains, and renewable corn oil volumes sold resulting in decreased revenues of $48.7 million, $16.5 million and $5.2 million, respectively, in addition to lower average selling prices of distillers grains and lower terminal revenues resulting in decreased revenues of $19.6 million and $4.5 million, respectively, partially offset by higher weighted average selling prices of ethanol and renewable corn oil volumes sold resulting in increased revenues of $54.2 million and $6.1 million, respectively, as well as $22.6 million related to a one-time sale of accumulated RINs and a $9.2 million increase as a result of hedging activities.

Cost of goods sold in our ethanol production segment decreased $6.2 million for the six months ended June 30, 2025 compared with the same period last year primarily due to lower corn volumes processed, lower freight costs, lower repair and maintenance costs and hedging activities resulting in decreases of $52.8 million, $15.3 million, $5.6 million and $1.7 million, respectively, offset by higher ethanol volumes purchased and weighted average corn prices resulting in increased costs of $53.0 million and $21.3 million, respectively.

Operating loss increased $15.9 million for the six months ended June 30, 2025 compared with the same period in 2024 due to impairment of assets held for sale of $10.7 million, a $2.9 million increase in depreciation and amortization expense as a result of additional assets being placed in service and non-recurring increased personnel costs as a result of restructuring.

Agribusiness and Energy Services Segment

Revenues in our agribusiness and energy services segment decreased $58.6 million while operating income decreased

$4.9 million for the six months ended June 30, 2025 compared with the same period in 2024.

The decrease in revenues was a result of the company ceasing a third-party ethanol marketing agreement with Tharaldson Ethanol Plant I LLC.

Operating income decreased primarily as a result of the impairment of property and equipment of $3.1 million as well as non-recurring increased personnel costs as a result of restructuring.

Intersegment Eliminations

Intersegment eliminations of revenues decreased by $3.1 million for the six months ended June 30, 2025 compared with the same period in 2024 primarily due to decreased freight revenue associated with the ethanol production segment as well as decreased marketing and corn origination fees paid to the agribusiness and energy services segment as a result of lower volumes processed.

Corporate Activities

Operating loss was impacted by an increase in corporate activities of $7.2 million for the six months ended June 30, 2025 compared to the same period in 2024, primarily due to a loss on sale of assets of $4.0 million as well as non-recurring increased personnel costs as a result of restructuring, partially offset by a decrease in selling, general and administrative expenses as a result of the company's corporate reorganization and cost reduction initiative during the six months ended June 30, 2025.

Liquidity and Capital Resources

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Capital resources for maintenance and growth expenditures are funded by a variety of sources, including cash generated from operating activities or from debt and equity capital markets.

Our ability to access capital markets for debt under reasonable terms depends on our financial condition,

credit ratings and market conditions.

Our ability to access capital markets for debt under reasonable terms depends on our financial condition, credit ratings and market conditions.

We believe that our ability to obtain financing at reasonable rates based on these factors remains sufficient and provides a solid foundation to meet our future liquidity and capital resource requirements.

On March 31, 2025, we had $98.6 million in cash and cash equivalents and $28.0 million in restricted cash.

We also had $204.5 million available under our committed revolving credit agreement, subject to restrictions or other lending conditions.

Total corporate liquidity consisting of unrestricted cash, distributable cash from subsidiaries and credit facility availability was $48.6 million as of March 31, 2025, and has increased to $89.2 million as of May 7, 2025, primarily as a result of the sale of certain non-core assets, and the company entering into a secured $30 million revolving credit facility that matures on July 30, 2025.

On June 30, 2025, we had $108.6 million in cash and cash equivalents and $44.1 million in restricted cash.

We also had $258.5 million available under our committed revolving credit agreement, subject to restrictions or other lending conditions based specifically on the availability of sufficient eligible collateral to support additional borrowings, in addition to $30.0 million available under our line of credit with Ancora.

Total corporate liquidity consisting of unrestricted cash, distributable cash from subsidiaries and credit facility availability was $93.3 million as of June 30, 2025.

Funds at certain subsidiaries are generally required for their ongoing operational needs and restricted from distribution.

At March 31, 2025, our subsidiaries had approximately $22.3 million of net assets that were not available to use in the form of dividends, loans or advances due to restrictions contained in their credit facilities.

The company has $125.0 million of debt due on May 15, 2026.

On or before the maturation of debt in 2026, the Company will require substantial additional liquidity to satisfy these debt obligations.

The Company is currently evaluating strategies to obtain the needed additional liquidity to satisfy these obligations, including but not limited to, issuing debt, entering into other financing arrangements, selling assets, or other strategic actions.

There can be no assurance that the Company will be able to execute on these strategies when needed or under acceptable terms.

Net cash used in operating activities was $55.0 million for the three months ended March 31, 2025, compared with net cash used in operating activities of $50.6 million for the same period in 2024.

Net cash used in operating activities compared to the prior year decreased primarily due to higher net losses and lower collections of accounts receivable.

Net cash used in investing activities was $20.7 million for the three months ended March 31, 2025, compared with net cash used in investing activities of $30.2 million for the same period in 2024.

Investing activities were primarily affected by lower investment in equity method investees when compared to the same period in the prior year.

Net cash used in financing activities was $7.0 million for the three months ended March 31, 2025, compared with net cash used in financing activities of $20.6 million for the same period in 2024, primarily due to the extinguishment of non-controlling interest and payments of transactions costs during 2024.

At June 30, 2025, our subsidiaries had approximately $36.2 million of net assets that were not available to use in the form of dividends, loans or advances due to restrictions contained in their credit facilities.

The company has $130.7 million of debt under the Junior Notes due on September 15, 2026 and $230.0 million of debt under the unsecured 2.25% convertible senior notes due March 15, 2027.

On or before the maturation of this debt in 2026 and 2027, respectively, the company will require substantial additional liquidity to satisfy these debt obligations.

The company is currently evaluating strategies to refinance or otherwise obtain the needed additional liquidity to satisfy these obligations, including but not limited to, issuing debt and/or other securities, entering into other financing arrangements, selling assets, or other strategic actions.

There can be no assurance that the company will be able to execute on these strategies under acceptable terms or at all.

If we are not able to refinance or extend the maturity date of the Junior Notes, the Junior Notes will be classified as current debt as of September 15, 2025 and the convertible senior notes will be classified as current debt as of March 15, 2026.

Net cash provided by operating activities was $3.8 million for the six months ended June 30, 2025, compared with net cash used in operating activities of $65.7 million for the same period in 2024.

Net cash provided by operating activities compared to the prior year was primarily affected by lower receivable and inventory balances due to a shortened cash conversion cycle resulting from the marketing agreement with Eco-Energy, LLC.

This improvement was partially offset by a higher net loss from the same period of the prior year.

Net cash used in investing activities was $32.3 million for the six months ended June 30, 2025 compared with net cash used in investing activities of $55.5 million for the same period in 2024.

Investing activities compared to the prior year were primarily affected by decreases in capital expenditures and investment in equity method investees.

Net cash used in financing activities was $28.1 million for the six months ended June 30, 2025 compared with net cash used in financing activities of $32.4 million for the same period in 2024, primarily due to increased net proceeds from a product financing arrangement and the prior period extinguishment of non-controlling interest, partially offset by higher net payments on short-term borrowing arrangements when compared to the same period in 2024.

Additionally, Green Plains Finance Company, Green Plains Trade, Green Plains Grain and Green Plains Commodity Management use revolving credit facilities to finance working capital requirements.

We frequently draw from and repay these facilities, which results in significant cash movements reflected on a gross basis within financing activities as proceeds from and payments on short-term borrowings.

We incurred capital expenditures of approximately $16.7 million during the three months ended March 31, 2025, primarily for various capital projects.

We incurred net capital expenditures of approximately $27.9 million during the six months ended June 30, 2025, primarily for various other capital projects.

Capital spending for the remainder of 2025 is expected to be approximately $10.0 million, which is subject to review prior to the initiation of any project.

This estimated capital spending for the remainder of 2025 excludes estimated total costs of $110 million related to our carbon capture and sequestration projects to be funded through project related financing.

This estimated capital spending for the remainder of 2025 excludes estimated total costs of approximately $130 million related to our carbon capture and sequestration projects to be funded through project related financing.

We currently have property and equipment and carbon equipment liabilities of $80.2 million recorded on our balance sheet as of June 30, 2025.

Anticipated total costs of approximately $130.0 million will be placed in service upon completion of the project in the fourth quarter of 2025, at which point we will repay the project related financing monthly over twelve years.

The company currently estimates annualized payments of $17.8 million.

Original costs were estimated at $110 million, and subsequently increased to $130 million as contracts were finalized with vendors.

We have a high degree of certainty surrounding these cost estimates.

Our business is sensitive to the price of commodities, particularly for corn, ethanol, distillers grains, Ultra-High Protein, renewable corn oil and natural gas.

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Since inception of the repurchase program, we have repurchased 7.4 million shares of common stock for approximately $92.8 million under the program.

We did not repurchase any shares of common stock during the first quarter of 2025.

We did not repurchase any shares of common stock during the second quarter of 2025.

We believe we have sufficient working capital for our existing operations.

1 unchanged sentence

We may sell additional assets or equity or borrow capital to improve or preserve our liquidity.

We were in compliance with our debt covenants at March 31, 2025.

We were in compliance with our debt covenants at June 30, 2025.

Based on our forecasts, we anticipate we will maintain compliance at each of our subsidiaries for the next twelve months or have sufficient liquidity available on a consolidated basis to resolve noncompliance.

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We may settle the 2.25% notes in cash, common stock or a combination of cash and common stock.

At March 31, 2025, the outstanding principal balance on the 2.25% notes was $230.0 million.

On May 7, 2025, we entered into a secured $30 million revolving credit facility with Ancora Alternatives LLC, that matures on July 30, 2025 and gives us additional flexibility and liquidity in order to continue the implementation of our strategic plan.

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.

At June 30, 2025, the outstanding principal balance on the 2.25% notes was $230.0 million.

On May 7, 2025, we entered into a secured $30 million revolving credit facility with Ancora Alternatives LLC, that matured on July 30, 2025 and gave us additional flexibility in order to continue the implementation of our strategic plan.

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

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

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

The warrants have a ten year exercise period.There was no outstanding balance on the facility as of June 30, 2025.

Ethanol Production Segment

On February 9, 2021, Green Plains SPE LLC, a wholly-owned special purpose subsidiary and parent of Green Plains Obion and Green Plains Mount Vernon issued $125.0 million of junior secured mezzanine notes with BlackRock.

On May 7, 2025 the junior notes were amended to give us additional flexibility and liquidity in order to continue the implementation of our strategic plan, which extended the maturity date from February 9, 2026 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.

These notes will accrue interest at an annual rate of 11.75%.

The company believes that it has adequate access to capital to source appropriate funding to refinance or extinguish the junior secured notes.

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.

On May 7, 2025 the Junior Notes were amended to give us additional flexibility in order to continue the implementation of our strategic plan, which extended the maturity date from February 9, 2026 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.

Further, the strike price of warrants previously issued in conjunction with the Junior Notes was revised from $22.00 to $0.01 and the maturity date extended from April 28, 2026 to December 31, 2029.

At June 30, 2025, these notes accrued interest at a rate of 11.75%.

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.

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 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.

The company believes that it has adequate access to capital to source appropriate funding to refinance or extinguish the Junior Notes.

Green Plains Shenandoah, a wholly-owned subsidiary, has a $75.0 million secured loan agreement, which matures on September 1, 2035.

At March 31, 2025, the outstanding principal balance was $71.3 million on the loan and the interest rate was 6.52%.

At June 30, 2025, the outstanding principal balance was $70.9 million on the loan and the interest rate was 6.52%.

We also have small equipment financing loans, finance leases on equipment or facilities, and other forms of debt financing.

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

At March 31, 2025, the outstanding principal balance was $129.0 million on the facility and the interest rate was 7.50%.

Green Plains Commodity Management has an uncommitted $40.0 million secured revolving credit facility to finance margins related to its hedging programs.

At June 30, 2025, the outstanding principal balance was $75.0 million on the facility and the interest rate 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 outstanding principal balance was $8.4 million on the facility and the interest rate was 6.09%.

Advances are subject to variable interest

rates equal to SOFR plus 1.75%.

At June 30, 2025, the outstanding principal balance was $5.1 million on the facility and the interest rate 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.

Refer to Note 8 - Debt in the notes to the consolidated financial statements included herein for more information about our debt.

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In addition to debt, our material future obligations include certain lease agreements and contractual and purchase commitments related to commodities, storage and transportation.

Aggregate minimum lease payments under the operating lease agreements for future fiscal years as of March 31, 2025 totaled $75.3 million.

As of March 31, 2025, we had contracted future purchases of grain, distillers grains and natural gas valued at approximately $257.0 million, future commitments for storage and transportation valued at approximately $37.7 million, and accumulated commitments related to the construction of carbon capture and sequestration equipment at our three Nebraska plants of $28.5 million.

Refer to Note 13 – Commitments and Contingencies included in the notes to consolidated financial statements for more information.

Aggregate minimum lease payments under the operating lease agreements for future fiscal years as of June 30, 2025 totaled $71.9 million.

As of June 30, 2025, we had contracted future purchases of grain, distillers grains and natural gas valued at approximately $178.1 million, future commitments for storage and transportation valued at approximately $33.9 million, and accumulated commitments related to the construction of carbon capture and sequestration equipment at our three Nebraska plants of $82.0 million.

Refer to Note 13 – Commitments and Contingencies included in the notes to the consolidated financial statements for more information.

Critical Accounting Policies and Estimates

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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 2. Management’s Discussion and Analysis