What changed in this filing

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Item 1A. Risk Factors

2025-08-11 compared with 2025-05-08 · 39 added, 11 removed, 62 unchanged (45% of the section changed)

11 unchanged sentences

Ethanol and other products that we produce are or have been exported to Canada, Mexico, Brazil, China and other countries.

In a previous term, the Trump administration significantly increased tariffs on goods imported into the United States, which in turn led to retaliatory actions on U.S.

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

In early 2025, the Trump administration announced additional tariffs on various imports from China, Mexico, and Canada, and signaled a willingness to renegotiate or withdraw from existing trade agreements.

1 unchanged sentence

exports, including ethanol and agricultural products in some cases.

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.

The outcome of trade negotiations or lack thereof, has had and/or may continue to have a material adverse effect on our business, financial condition and results of operations.

15 unchanged sentences

the price of gasoline, crude oil and corn;

global political or economic issues, including but not limited to the war in Ukraine including sanctions associated therewith, other global conflicts;

global political or economic issues, including but not limited to the war in Ukraine including sanctions associated therewith, other global

and domestic and foreign government policies that impact the supply, demand and pricing of corn, crude oil, gasoline, ethanol and other liquid fuels.

7 unchanged sentences

trade policy, including a baseline 10% tariff on a broad range of imported goods, unless replaced by higher country-specific rates.

Additionally, on July 15, 2025, The Office of the U.S.

Trade Representative initiated a Section 301 investigation into Brazil’s unfair trading practices.

While Brazil’s tariffs on U.S.

ethanol have fluctuated since 2017, they have been set at 18% since January 1, 2024.

These developments have created uncertainty around ethanol import pricing and raised the risk of retaliatory trade measures.

19 unchanged sentences

Renewable Corn Oil.

Renewable corn oil is generally marketed as a low-carbon feedstock for biofuel production including renewable diesel, biodiesel and currently to a lesser extent, sustainable aviation fuel;

therefore, the price of renewable corn oil is largely driven by demand for renewable diesel and biodiesel.

Expanded demand from the renewable diesel and biodiesel industry due to the extended blending tax credit, new tax credits included in the IRA and growing LCFS markets in California, Oregon, Washington state or Canada, as well as customer acceptance for such fuels could impact renewable corn oil demand.

In general, renewable corn oil prices follow the prices of heating oil and soybean oil, though LCFS programs incentivize the lower CI of renewable corn oil as a feedstock relative to soybean oil.

Federal incentives for sustainable aviation fuel also provide higher credit values for lower CI.

Other feedstocks such as used cooking oil and animal fats and tallows are scored at a lower CI than renewable corn oil under most life cycle assessment models, and these feedstocks may be preferred to renewable corn oil.

Increased imports of used cooking oil could pressure all vegetable oil values lower.

Decreases in the price of or demand for renewable corn oil could have an adverse impact on our business and profitability.

While we believe our investments in MSC™ and other technologies have allowed us to capture more renewable corn oil from each bushel, these yields could be negatively impacted by any number of factors.

Renewable corn oil is marketed as a low-carbon feedstock for biofuel production including renewable diesel, biodiesel and currently to a lesser extent, sustainable aviation fuel.

The price of renewable corn oil is largely influenced by demand for these fuels, particularly renewable diesel, as well as broader dynamics within the vegetable oil and feedstock markets.

They are also impacted by margin dynamics within the renewable diesel industry and the relative pricing and availability of alternative feedstocks, domestic or imported.

Expanded demand from the renewable diesel and biodiesel industry due to RVOs, new tax credits included in the IRA, growing LCFS markets in California, Oregon, Washington state or Canada as well as customer acceptance for such fuels could impact renewable corn oil demand.

Recent restrictions imposed on imported feedstocks also provide benefits.

In general, renewable corn oil prices follow the prices of heating oil and soybean oil but corn oil trades at a premium for its low CI score.

Corn oil prices are well supported as a result of current incentives and import restrictions.

If the soy complex would come under pressure due to oversupply of soybeans, corn oil prices would also be pressured.

Further, if the EPA issues SREs, it could lead to downward pressure on renewable feedstock prices including corn oil.

Risks Related to Carbon Capture and Sequestration Projects, Including Operational, Regulatory, and Market Uncertainties

We have seven facilities committed to carbon capture and sequestration (CCS) projects, including the ongoing construction of carbon capture equipment at three Nebraska locations.

While the Summit projects have not commenced, with respect to the three Nebraska projects, they could face a range of risks that could delay, reduce, or suspend carbon capture operations and/or revenue.

While we strive to comply with all federal tax incentive qualification requirements—including prevailing wage and apprenticeship rules—we cannot provide assurance that we will be in compliance at all times or will not incur material costs or liabilities as a result.

Moreover, even if operational and technical goals are achieved, the CI reductions we anticipate may not fully materialize.

Regulatory CI modeling frameworks may change in ways that are outside our control and could reduce or eliminate the expected benefits of our CCS projects.

Federal policies, such as those enacted under the IRA, may also change.

Future modifications could adversely impact corn-based ethanol from accessing key tax incentives, or otherwise reduce potential benefits.

In addition, delays in issuing or finalizing regulations, regulations not consistent with industry expectation or the rescission of clean energy or carbon capture tax credits at the federal, state, or international levels, could negatively affect our CCS initiatives.

We are also exposed to risks related to our ability to monetize tax incentives and voluntary carbon credits at values we currently expect, or at all.

Uncertainty in tax credit markets, changes in demand, or regulatory shifts could significantly impact the economic returns from our CCS projects.

Similarly, developments in the voluntary carbon credit markets, including fluctuating buyer interest, changes in verification standards, or reduced market confidence, could undermine the value of our credits or make monetization infeasible.

Lastly, while much of our current CCS risk relates to facilities under our control, additional risks exist in connection with factors outside of our control such as the supporting infrastructure, including the carbon pipeline and injection wells.

Delays in permitting, construction, or operational issues with these components could impair our ability to capture or permanently sequester CO₂, and thereby limit, reduce, or nullify the benefits of our facility-level investments and adversely affect our business, revenue and/or profitability.

We may not be successful in refinancing, repaying or extending the maturity of our Junior Notes and any such refinancing may not be obtainable on terms favorable to us.

If we are not able to refinance the Junior Notes or extend the maturity date of the Junior Notes, they will become classified as current debt.

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 on March 15, 2027.

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

The company is currently evaluating strategies to refinance or otherwise obtain the needed additional liquidity to satisfy this obligation, including but not limited to, issuing debt and/or 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 unable 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.

The failure to repay the Junior Notes and convertible senior notes promptly following any such reclassification to current debt could result in a going concern qualification with respect to our financial statements.

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 1A. Risk Factors