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Item 5. Other Information

2025-08-11 compared with 2025-05-08 · 89 added, 36 removed, 26 unchanged (83% of the section changed)

Other Information.

During the three months ended March 31, 2025, no director or officer of the company adopted , modified or terminated a "Rule 10b5-1 trading arrangement" or "non-Rule 10b5-1 trading arrangement," as each term is defined in Item 408(a) of Regulation S-K.

First Supplemental Indenture;

Second Amended and Restated Warrant Agreements

On May 7, 2025, Green Plains SPE LLC, as issuer, entered into that certain First Supplemental Indenture (the “First Supplemental Indenture”), dated May 7, 2025, related to Note Purchase Agreement dated February 9, 2021, by Green Plains SPE LLC, as Issuer, Green Plains Inc., as Guarantor and Wilmington Trust, National Association, as Trustee.

The First Supplemental Indenture extended the maturity date of the Junior Notes from February 9, 2026 to May 15, 2026 and increased the principal amount outstanding by $2.5 million.

The foregoing description of the First Supplemental Indenture does not purport to be complete.

The description of the First Supplemental Indenture herein is qualified by reference to the copy of the First Supplemental Indenture attached as Exhibit 10.4, which is incorporated by reference into this Current Quarterly Report on Form 10-Q in its entirety.

In connection with the entry into the First Supplemental Indenture, the company amended and restated its outstanding warrant agreements with certain funds and accounts under management by BlackRock.

The amended and restated warrant agreements modified the exercise price of the warrants to (i) $22.00 per share if certain conditions were met by July 31, 2025 (ii) $7.00 per share if such conditions were not met by July 31, 2025 and extended the exercise period to December 31, 2029.

As a result of the company’s issuance of warrants to certain affiliates of Ancora, the exercise price of the warrants is now $0.01.

The foregoing description of the second amended and restated warrant agreements do not purport to be complete.

The description of the second amended and restated warrant agreements is qualified by reference to the copy of the second amended and restated warrant agreements attached as Exhibits 10.6(a)-10.6(d), which is incorporated by reference into this Current Quarterly Report on Form 10-Q in its entirety.

Subscription Agreement;

Amended and Restated Indenture

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 (the “Amended and Restated Indenture”).

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 Amended and Restated Indenture adds certain financial covenant requirements, including restrictions on additional debt and certain transfer of assets.

The foregoing description of the Amended and Restated Indenture does not purport to be complete.

The description of the Amended and Restated Indenture herein is qualified by reference to the copy of the Amended and Restated Indenture attached as Exhibit 10.11 which is incorporated by reference into this Current Quarterly Report on Form 10-Q in its entirety.

In connection with the Amended and Restated Indenture, the company executed a subscription agreement with certain funds and accounts under management by BlackRock (the “Subscription Agreement”) 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 Subscription Agreement contains customary registration, demand, and piggyback rights.

The Subscription Agreement also includes the right for such funds and accounts to exchange up to 750,000 warrants issued pursuant to the second amended and restated warrant agreements to be exchanged pro rata for up to $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 foregoing description of the Subscription Agreement does not purport to be complete.

The description of the Subscription Agreement herein is qualified by reference to the copy of the Subscription Agreement attached as Exhibit 10.12 which is incorporated by reference into this Current Quarterly Report on Form 10-Q in its entirety.

(C) During the three months ended June 30, 2025, no director or officer of the company adopted , modified or terminated a "Rule 10b5-1 trading arrangement" or "non-Rule 10b5-1 trading arrangement," as each term is defined in Item 408(a) of Regulation S-K.

Exhibit Index

Description of Exhibit

10.1* Amendment No.

1 to Employment Agreement by and between Green Plains Inc.

and Grant Kadavy dated February 6, 2025 (incorporated herein by reference to Exhibit 10.29 to the company's Annual Report on Form 10-K filed on February 7, 2025)

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

and Grant Kadavy dated February 6, 2025 (incorporated herein by reference to Exhibit 10.30 to the company's Annual Report on Form 10-K filed on February 7, 2025)

10.3* Executive Transition and Separation Agreement by and between Green Plains Inc.

and Todd Becker effective March 1, 2025 (incorporated herein by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K filed on February 28, 2025)

10.4* Amendment No.

1 to Employment Agreement by and between Green Plains Inc.

and Michelle Mapes effective February 27, 2025 (incorporated herein by reference to Exhibit 10.2 to the company's Current Report on Form 8-K/A filed on March 4, 2025)

10.1 Cooperation Agreement, dated April 11, 2025, by and between Green Plains Inc.

2 unchanged sentences

The Company will furnish such exhibits to the SEC upon request.)**

10.7 First Amendment to Loan and Security Agreement, dated April 14, 2025, related to Loan and Security Agreement dated March 25, 2022 , by and among Green Plains Inc., as Guarantor, Green Plains Finance Company LLC, Green Plains Grain Company LLC and Green Plains Trade Group LLC as the Borrowers, ING Capital LLC, as Agent and the other financial institutions party thereto (The exhibits and schedules to Exhibit A have been omitted.

10.3 First Amendment to Loan and Security Agreement, dated April 14, 2025, related to Loan and Security Agreement dated March 25, 2022, by and among Green Plains Inc., as Guarantor, Green Plains Finance Company LLC, Green Plains Grain Company LLC and Green Plains Trade Group LLC as the Borrowers, ING Capital LLC, as Agent and the other financial institutions party thereto (incorporated herein by reference to Exhibit 10.7 to the company's Quarterly Report on Form 10 -Q filed on May 8 , 2025) (The exhibits and schedules to Exhibit A have been omitted.

The Company will furnish such schedules to the SEC upon request.)

10.8 First Supplemental Indenture, dated May 7, 2025, related to Note Purchase Agreement dated February 9, 2021, by Green Plains SPE LLC, as Issuer, Green Plains Inc., as Guarantor and Wilmington Trust, National Association, as Trustee

10.9 G uarante e Agreement , dated as of May 7, 2025, between G reen Plains SPE LLC, as Issuer , G reen P la in s I nc ., as Guarantor , each of the entities listed on Exhibit A as Additional Guarantors , and W ilmi ngton T rust , N ational A ssociation , as T rustee , under the Indenture, dated as of February 9, 2021, as amended by Amendment No.

1 dated May 13, 2022 and as supplemented by the first supplemental indenture, dated May 7, 2025

10.10(a) Second Amended and Restated Warrant Agreement to Purchase Common Stock of Green Plains Inc., dated May 7, 2025, by and between Green Plains Inc.

10.4 First Supplemental Indenture, dated May 7, 2025, related to Note Purchase Agreement dated February 9, 2021, by Green Plains SPE LLC, as Issuer, Green Plains Inc., as Guarantor and Wilmington Trust, National Association, as Trustee (incorporated herein by reference to Exhibit 10.

8 to the company's Quarterly Report on Form 10-Q filed on May 8, 2025)

10.5 Guarantee Agreement, dated as of May 7, 2025, between Green Plains SPE LLC, as Issuer, Green Plains Inc., as Guarantor, each of the entities listed on Exhibit A as Additional Guarantors, and Wilmington Trust, National Association, as Trustee, under the Indenture, dated as of February 9, 2021, as amended by Amendment No.

1 dated May 13, 2022 and as supplemented by the first supplemental indenture, dated May 7, 2025 (incorporated herein by reference to Exhibit 10.

9 to the company's Quarterly Report on Form 10-Q filed on May 8, 2025)

Second Amended and Restated Warrant Agreement to Purchase Common Stock of Green Plains Inc., dated May 7, 2025, by and between Green Plains Inc.

and BlackRock Global Allocation Fund, Inc.

10.10(b) Second Amended and Restated Warrant Agreement to Purchase Common Stock of Green Plains Inc., dated May 7, 2025, by and between Green Plains Inc.

and BlackRock Global Allocation Collective Fund

10.10(c) Second Amended and Restated Warrant Agreement to Purchase Common Stock of Green Plains Inc., dated May 7, 2025, by and between Green Plains Inc.

and BlackRock Total Return Bond Fund

10.10(d) Second Amended and Restated Warrant Agreement to Purchase Common Stock of Green Plains Inc., dated May 7, 2025, by and between Green Plains Inc.

and Strategic Income Opportunities Bond Fund

10.11 Secured Line of Credit Agreement, dated May 7, 2025 by Green Plains Inc., as Borrower, Green Plains Central City LLC, as Guarantor and Ancora Alternatives LLC, as Lender

10.12(a) Warrant Agreement to Purchase Common Stock of Green Plains Inc., dated May 7, 2025, by and between Green Plains Inc.

and Ancora Catalyst Institutional, LP

10.12(b) Warrant Agreement to Purchase Common Stock of Green Plains Inc., dated May 7, 2025, by and between Green Plains Inc.

and Ancora Catalyst, LP

10.12(c) Warrant Agreement to Purchase Common Stock of Green Plains Inc., dated May 7, 2025, by and between Green Plains Inc.

and Ancora Merlin Institutional, LP

10.12(d) Warrant Agreement to Purchase Common Stock of Green Plains Inc., dated May 7, 2025, by and between Green Plains Inc.

and Ancora Merlin, LP

10.12(e) Warrant Agreement to Purchase Common Stock of Green Plains Inc., dated May 7, 2025, by and between Green Plains Inc.

and Ancora Bellator Fund, LP

(incorporated herein by reference to Exhibit 10.

10 (a) to the company's Quarterly Report on Form 10-Q filed on May 8, 2025)

Second Amended and Restated Warrant Agreement to Purchase Common Stock of Green Plains Inc., dated May 7, 2025, by and between Green Plains Inc.

and BlackRock Global Allocation Collective Fund (incorporated herein by reference to Exhibit 10.

10(b) to the company's Quarterly Report on Form 10-Q filed on May 8, 2025)

Second Amended and Restated Warrant Agreement to Purchase Common Stock of Green Plains Inc., dated May 7, 2025, by and between Green Plains Inc.

and BlackRock Total Return Bond Fund (incorporated herein by reference to Exhibit 10.

10(c) to the company's Quarterly Report on Form 10-Q filed on May 8, 2025)

Second Amended and Restated Warrant Agreement to Purchase Common Stock of Green Plains Inc., dated May 7, 2025, by and between Green Plains Inc.

and Strategic Income Opportunities Bond Fund (incorporated herein by reference to Exhibit 10.

10(d ) to the company's Quarterly Report on Form 10-Q filed on May 8, 2025)

10.7 Secured Line of Credit Agreement, dated May 7, 2025 by Green Plains Inc., as Borrower, Green Plains Central City LLC, as Guarantor and Ancora Alternatives LLC, as Lender (incorporated herein by reference to Exhibit 10.

11 to the company's Quarterly Report on Form 10-Q filed on May 8, 2025)