Green Plains Inc. 10-Q

Item 1. Financial Statements. GREEN PLAINS INC. CONSOLIDATED BALANCE SHEETS (in thousands, except share amounts) June 30, 2025 December 31, 2024 (unaudited) ASSETS Current assets Cash and cash equivalents $ 108,624 $ 173,041 Restricted cash 44,096 36,354 Accounts receivable, net of allowances of $ 80 and $ 80 , respectively 78,473 94,901 Inventories 156,411 227,444 Prepaid expenses and other 17,233 27,138 Receivable from sale of equity method investment 24,170 — Derivative financial instruments 7,199 10,154 Total current assets 436,206 569,032 Property and equipment, net of accumulated depreciation and amortization of $ 789,848 and $ 749,593 , respectively 1,066,983 1,042,460 Operating lease right-of-use assets 63,235 72,161 Other assets 46,092 98,521 Total assets $ 1,612,516 $ 1,782,174 LIABILITIES AND STOCKHOLDERS' EQUITY Current liabilities Accounts payable $ 98,836 $ 154,817 Accrued and other liabilities 44,412 53,712 Derivative financial instruments 11,312 9,500 Operating lease current liabilities 23,101 24,711 Product financing arrangement 37,146 — Short-term notes payable and other borrowings 80,064 140,829 Current maturities of long-term debt 2,125 2,118 Total current liabilities 296,996 385,687 Long-term debt 426,002 432,460 Operating lease long-term liabilities 41,872 49,190 Carbon equipment liabilities 82,008 17,918 Other liabilities 25,206 22,382 Total liabilities 872,084 907,637 Commitments and contingencies (Note 13) Stockholders' equity Common stock, $ 0.001 par value; 150,000,000 shares authorized; 68,393,288 and 67,512,282 shares issued, and 65,588,229 and 64,707,223 shares outstanding, respectively 68 68 Additional paid-in capital 1,236,469 1,213,646 Retained deficit ( 463,442 ) ( 318,298 ) Accumulated other comprehensive income (loss) ( 6,741 ) 973 Treasury stock, 2,805,059 shares ( 31,174 ) ( 31,174 ) Total Green Plains stockholders' equity 735,180 865,215 Noncontrolling interests 5,252 9,322 Total stockholders' equity 740,432 874,537 Total liabilities and stockholders' equity $ 1,612,516 $ 1,782,174 See accompanying notes to the consolidated financial statements. 5 Table of Contents GREEN PLAINS INC. CONSOLIDATED STATEMENTS OF OPERATIONS (unaudited and in thousands, except per share amounts) Three Months Ended June 30, Six Months Ended June 30, 2025 2024 2025 2024 Revenues $ 552,829 $ 618,825 $ 1,154,344 $ 1,216,039 Costs and expenses Cost of goods sold (excluding depreciation and amortization expenses reflected below) 511,259 581,002 1,109,735 1,169,849 Selling, general and administrative expenses 27,605 33,950 70,517 65,719 Loss on sale of assets 4,044 — 4,044 — Depreciation and amortization expenses 27,560 21,584 49,947 43,071 Impairment of assets held for sale 10,724 — 10,724 — Total costs and expenses 581,192 636,536 1,244,967 1,278,639 Operating loss ( 28,363 ) ( 17,711 ) ( 90,623 ) ( 62,600 ) Other income (expense) Interest income 634 1,490 1,637 4,000 Interest expense ( 13,899 ) ( 7,494 ) ( 22,812 ) ( 15,280 ) Other, net ( 39 ) 345 ( 1,554 ) 794 Total other income (expense) ( 13,304 ) ( 5,659 ) ( 22,729 ) ( 10,486 ) Loss before income taxes and loss from equity method investees ( 41,667 ) ( 23,370 ) ( 113,352 ) ( 73,086 ) Income tax benefit (expense) ( 2,294 ) 273 ( 2,400 ) ( 56 ) Loss from equity method investees, net of income taxes ( 28,266 ) ( 941 ) ( 29,116 ) ( 2,018 ) Net loss ( 72,227 ) ( 24,038 ) ( 144,868 ) ( 75,160 ) Net income attributable to noncontrolling interests 11 312 276 602 Net loss attributable to Green Plains $ ( 72,238 ) $ ( 24,350 ) $ ( 145,144 ) $ ( 75,762 ) Earnings per share Net loss attributable to Green Plains - basic and diluted $ ( 1.09 ) $ ( 0.38 ) $ ( 2.22 ) $ ( 1.19 ) Weighted average shares outstanding Basic and diluted 66,491 63,933 65,287 63,637 See accompanying notes to the consolidated financial statements. 6 Table of Contents GREEN PLAINS INC. CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS (unaudited and in thousands) Three Months Ended June 30, Six Months Ended June 30, 2025 2024 2025 2024 Net loss $ ( 72,227 ) $ ( 24,038 ) $ ( 144,868 ) $ ( 75,160 ) Other comprehensive income (loss), net of tax Unrealized losses on derivatives arising during the period, net of tax benefit of $ 2,814 , $ 206 , $ 3,539 and $ 2,122 , respectively ( 8,191 ) ( 657 ) ( 10,498 ) ( 6,700 ) Reclassification of realized losses on derivatives, net of tax benefit of ($ 927 ), ($ 550 ), ($ 939 ) and ($ 2,232 ), respectively 2,747 1,748 2,784 7,053 Total other comprehensive income (loss), net of tax ( 5,444 ) 1,091 ( 7,714 ) 353 Comprehensive loss ( 77,671 ) ( 22,947 ) ( 152,582 ) ( 74,807 ) Comprehensive income attributable to noncontrolling interests 11 312 276 602 Comprehensive loss attributable to Green Plains $ ( 77,682 ) $ ( 23,259 ) $ ( 152,858 ) $ ( 75,409 ) See accompanying notes to the consolidated financial statements. 7 Table of Contents GREEN PLAINS INC. CONSOLIDATED STATEMENTS OF CASH FLOWS (unaudited and in thousands) Six Months Ended June 30, 2025 2024 Cash flows from operating activities Net loss $ ( 144,868 ) $ ( 75,160 ) Adjustments to reconcile net loss to net cash provided by (used in) operating activities Depreciation and amortization 49,947 43,071 Amortization of debt issuance costs and non-cash interest expense 6,166 1,113 Loss on sale of assets 4,044 — Impairment of assets held for sale 10,724 — Inventory lower of cost or net realizable value adjustment 2,255 — Deferred income tax expense 2,600 ( 111 ) Stock-based compensation 11,123 6,591 Loss from equity method investees, net of income taxes 29,116 2,018 Other 64 1,625 Changes in operating assets and liabilities Accounts receivable 16,428 ( 4,829 ) Inventories 69,287 27,827 Derivative financial instruments ( 5,547 ) 8,795 Prepaid expenses and other assets 12,639 2,161 Accounts payable and accrued liabilities ( 61,235 ) ( 80,001 ) Current income taxes 685 837 Other 326 346 Net cash provided by (used in) operating activities 3,754 ( 65,717 ) Cash flows from investing activities Purchases of property and equipment, net ( 27,853 ) ( 39,484 ) Proceeds from the sale of assets 421 — Investment in equity method investees, net ( 4,909 ) ( 16,023 ) Net cash used in investing activities ( 32,341 ) ( 55,507 ) Cash flows from financing activities Payments of principal on long-term debt ( 962 ) ( 7,849 ) Proceeds from short-term borrowings 301,841 338,384 Payments on short-term borrowings ( 362,803 ) ( 320,185 ) Net proceeds from product financing arrangement 37,146 — Payments on extinguishment of non-controlling interest — ( 29,196 ) Payments of transaction costs — ( 5,951 ) Payments of loan fees ( 81 ) — Payments related to tax withholdings for stock-based compensation ( 1,476 ) ( 4,587 ) Other financing activities ( 1,753 ) ( 3,060 ) Net cash used in financing activities ( 28,088 ) ( 32,444 ) Net change in cash and cash equivalents, and restricted cash ( 56,675 ) ( 153,668 ) Cash and cash equivalents, and restricted cash, beginning of period 209,395 378,762 Cash and cash equivalents, and restricted cash, end of period $ 152,720 $ 225,094 Continued on the following page 8 Table of Contents GREEN PLAINS INC. CONSOLIDATED STATEMENTS OF CASH FLOWS (unaudited and in thousands) Continued from the previous page Six Months Ended June 30, 2025 2024 Reconciliation of total cash and cash equivalents, and restricted cash Cash and cash equivalents $ 108,624 $ 195,554 Restricted cash 44,096 29,540 Total cash and cash equivalents, and restricted cash $ 152,720 $ 225,094 Supplemental disclosures of cash flow Cash paid for income taxes, net $ 497 $ 533 Cash paid for interest $ 16,642 $ 14,452 Capital expenditures in accounts payable $ 2,215 $ 6,292 Capital expenditures in carbon equipment liabilities $ 82,008 $ — Non-cash asset retirement obligation additions $ 4,691 $ 1,037 Issuance of common stock as a result of the Merger $ — $ 5 Non-cash extinguishment of non-controlling interest within additional paid-in capital $ — $ 133,765 Non-cash issuance of warrants $ 5,656 $ — Non-cash modification of warrants $ 7,520 $ — See accompanying notes to the consolidated financial statements. 9 Table of Contents GREEN PLAINS INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited) 1. BASIS OF PRESENTATION, DESCRIPTION OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES References to the Company References to “Green Plains” or the “company” in the consolidated financial statements and in these notes to the consolidated financial statements refer to Green Plains Inc., an Iowa corporation, and its subsidiaries. Consolidated Financial Statements The consolidated financial statements include the company’s accounts and all significant intercompany balances and transactions are eliminated. Unconsolidated entities are included in the financial statements on an equity method basis. On January 9, 2024, the transactions contemplated by the Merger Agreement were completed and the company acquired all of the publicly held common units of the partnership not already owned by the company and its affiliates. Refer to Note 3 - Merger and Dispositions included herein for more information. The company also owns a majority interest in FQT, with their results being consolidated in our consolidated financial statements. The accompanying consolidated financial statements are prepared in accordance with GAAP for interim financial information and the instructions to Form 10-Q and Article 10 of Regulation S-X. Because they do not include all of the information and footnotes required by GAAP for complete financial statements, the consolidated financial statements should be read in conjunction with the company’s annual report on Form 10-K for the year ended December 31, 2024, filed with the SEC on February 7, 2025. The unaudited financial information reflects adjustments, which are, in the opinion of management, necessary for a fair presentation of results of operations, financial position and cash flows for the periods presented. The adjustments are normal and recurring in nature, unless otherwise noted. Interim period results are not necessarily indicative of the results to be expected for the entire year. Reclassifications Certain prior year amounts have been reclassified to conform to the current year presentation. These reclassifications did not affect total assets, liabilities or equity, but separately disclose comparable balances of liabilities previously disclosed within other liabilities on the consolidated balance sheets. Use of Estimates in the Preparation of Consolidated Financial Statements The preparation of consolidated financial statements in conformity with GAAP requires management to make certain estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the consolidated financial statements, and the reported amounts of revenues and expenses during the reporting period. The company bases its estimates on historical experience and assumptions it believes are proper and reasonable under the circumstances and regularly evaluates the appropriateness of its estimates and assumptions. Actual results could differ from those estimates. Certain accounting policies, including but not limited to those relating to derivative financial instruments and accounting for income taxes, are impacted significantly by judgments, assumptions and estimates used in the preparation of the consolidated financial statements. Description of Business The company operates within two operating segments: (1) ethanol production, which includes the production, storage and transportation of ethanol, distillers grains, Ultra-High Protein and renewable corn oil and (2) agribusiness and energy services, which includes grain handling and storage, commodity marketing and merchant trading for company-produced and third-party ethanol, distillers grains, renewable corn oil, natural gas and other commodities. 10 Table of Contents Cash and Cash Equivalents Cash and cash equivalents includes bank deposits as well as short-term, highly liquid investments with original maturities of three months or less. Restricted Cash The company has restricted cash, which can only be used for funding surety bonds and letters of credit and for payment towards a credit agreement. Restricted cash also includes cash margins and securities pledged to commodity exchange clearinghouses. To the degree these segregated balances are cash and cash equivalents, they are considered restricted cash on the consolidated balance sheets. Revenue Recognition The company recognizes revenue when obligations under the terms of a contract with a customer are satisfied. Generally this occurs with the transfer of control of products or services. Revenue is measured as the amount of consideration expected to be received in exchange for transferring goods or providing services. Sales, value add, and other taxes the company collects concurrent with revenue-producing activities are excluded from revenue. Sales of ethanol, distillers grains, Ultra-High Protein, renewable corn oil, natural gas and other commodities by the company’s marketing business are recognized when obligations under the terms of a contract with a customer are satisfied. Generally, this occurs with the transfer of control of products or services. Revenues related to marketing for third parties are presented on a gross basis as the company controls the product prior to the sale to the end customer, takes title of the product and has inventory risk. Unearned revenue is recorded for goods in transit when the company has received payment but control has not yet been transferred to the customer. Revenues for receiving, storing, transferring and transporting ethanol and other fuels are recognized when the product is delivered to the customer. The company routinely enters into physical-delivery energy commodity purchase and sale agreements. At times, the company settles these transactions by transferring its obligations to other counterparties rather than delivering the physical commodity. Revenues include net gains or losses from derivatives related to products sold while cost of goods sold includes net gains or losses from derivatives related to commodities purchased. Revenues also include realized gains and losses on related derivative financial instruments and reclassifications of realized gains and losses on cash flow hedges from accumulated other comprehensive income or loss. Sales of products are recognized when control of the product is transferred to the customer, which depends on the agreed upon shipment or delivery terms. Shipping and Handling Costs The company accounts for shipping and handling activities related to contracts with customers as costs to fulfill its promise to transfer the associated products. Accordingly, the company records customer payments associated with shipping and handling costs as a component of revenue, and classifies such costs as a component of cost of goods sold. Cost of Goods Sold Cost of goods sold includes materials, direct labor, shipping, plant overhead and transportation costs. Materials include the cost of corn feedstock, denaturant, and process chemicals. Corn feedstock costs include gains and losses on related derivative financial instruments not designated as cash flow hedges, inbound freight charges, inspection costs and transfer costs, as well as reclassifications of gains and losses on cash flow hedges from accumulated other comprehensive income or loss. Direct labor includes all compensation and related benefits of non-management personnel involved in production. Shipping costs incurred by the company, including railcar costs, are also reflected in cost of goods sold. Plant overhead consists primarily of plant utilities, and repairs and maintenance. Transportation costs include railcar leases, freight and shipping of the company's products, as well as storage costs incurred at destination terminals. The company uses exchange-traded futures and options contracts and forward purchase and sale contracts to attempt to minimize the effect of price changes on ethanol, renewable corn oil, grain and natural gas. Exchange-traded futures and options contracts are valued at quoted market prices and settled predominantly in cash. The company is exposed to loss when counterparties default on forward purchase and sale contracts. Grain inventories held for sale and forward purchase and sale contracts are valued at market prices when available or other market quotes adjusted for basis differences, primarily in transportation, between the exchange-traded market and local market where the terms of the contract is based. 11 Table of Contents Changes in forward purchase contracts and exchange-traded futures and options contracts are recognized as a component of cost of goods sold. Derivative Financial Instruments The company uses various derivative financial instruments, including exchange-traded futures and exchange-traded and over-the-counter options contracts, to attempt to minimize risk and the effect of commodity price changes including but not limited to, corn, ethanol, natural gas and other agricultural and energy products. The company monitors and manages this exposure as part of its overall risk management policy to reduce the adverse effect market volatility may have on its operating results. The company may hedge these commodities as one way to mitigate risk; however, there may be situations when these hedging activities themselves result in losses. By using derivatives to hedge exposures to changes in commodity prices, the company is exposed to credit and market risk. The company’s exposure to credit risk includes the counterparty’s failure to fulfill its performance obligations under the terms of the derivative contract. The company minimizes its credit risk by entering into transactions with high quality counterparties, limiting the amount of financial exposure it has with each counterparty and monitoring their financial condition. Market risk is the risk that the value of the financial instrument might be adversely affected by a change in commodity prices or interest rates. The company manages market risk by incorporating parameters to monitor exposure within its risk management strategy, which limits the types of derivative instruments and strategies the company can use and the degree of market risk it can take using derivative instruments. Forward contracts are recorded at fair value unless the contracts qualify for, and the company elects, normal purchase or sale exceptions. Changes in fair value are recorded in operating income unless the contracts qualify for, and the company elects, cash flow hedge accounting treatment. Certain qualifying derivatives related to ethanol production and agribusiness and energy services are designated as cash flow hedges. The company evaluates the derivative instrument to ascertain its effectiveness prior to entering into cash flow hedges. Unrealized gains and losses are reflected in accumulated other comprehensive income or loss until the gain or loss from the underlying hedged transaction is realized and the physical transaction is completed. When it becomes probable a forecasted transaction will not occur, the cash flow hedge treatment is discontinued, which affects earnings. These derivative financial instruments are recognized in current assets or current liabilities at fair value. At times, the company hedges its exposure to changes in inventory values and designates qualifying derivatives as fair value hedges. The carrying amount of the hedged inventory is adjusted in the current period for changes in fair value. Estimated fair values carried at market are based on exchange-quoted prices, adjusted as appropriate for regional location basis values which represent differences in local markets including transportation as well as quality or grade differences. Basis values are generally determined using inputs from broker quotations or other market transactions. However, a portion of the value may be derived using unobservable inputs. Ineffectiveness of the hedges is recognized in the current period to the extent the change in fair value of the inventory is not offset by the change in fair value of the derivative. Assets Held for Sale In accordance with ASC 360, Property, Plant, Equipment , the company determined the carrying values of certain assets classified as held for sale were not recoverable and exceeded their fair values. The company then measured the impairment losses by comparing the book values with current third-party quoted market prices, resulting in a total impairment of $ 10.7 million, which is recorded within impairment of assets held for sale in the ethanol production segment on the consolidated statements of operations. After the impairment, we have $ 5.5 million of assets held for sale as of June 30, 2025, which were recorded in the ethanol production segment within property and equipment, net of accumulated depreciation and amortization on the consolidated balance sheets. Investments in Equity Method Investees On June 30, 2025, the company disposed of its 50 % investment in GP Turnkey Tharaldson, which was accounted for on an equity method basis. Refer to Note 3 - Merger and Dispositions for further analysis. As of December 31, 2024, the company's investment in GP Turnkey Tharaldson totaled $ 51.6 million and is reflected in other assets on the consolidated 12 Table of Contents balance sheet. The company did not capitalize any interest related to our equity method investments during the six months ended June 30, 2025. Interest capitalized during the six months ended June 30, 2024 totaled $ 0.8 million. Product Financing Arrangement During the second quarter of 2025, the company entered into a product financing arrangement with a financial institution in which it received up front payment for corn oil that the company has an obligation to repurchase in weekly increments through January of 2026. In accordance with ASC 606, Revenue from Contracts with Customers ("ASC 606"), this agreement was accounted for as a financing transaction and revenue is precluded. As of June 30, 2025, a liability of $ 37.1 million was recorded within product financing arrangement on the consolidated balance sheets. 2. REVENUE Revenue by Source The following tables disaggregate revenue by major source (in thousands): Three Months Ended June 30, 2025 Ethanol Production Agribusiness & Energy Services Eliminations Total Revenues Revenues from contracts with customers under ASC 606 Ethanol $ — $ — $ — $ — Distillers grains 23,708 2,945 — 26,653 Renewable corn oil — — — — Other 39,057 479 — 39,536 Intersegment revenues 199 61 ( 260 ) — Total revenues from contracts with customers 62,964 3,485 ( 260 ) 66,189 Revenues from contracts accounted for as derivatives under ASC 815 (1) Ethanol 373,039 16,220 — 389,259 Distillers grains 53,749 3,232 — 56,981 Renewable corn oil 37,401 — — 37,401 Other — 2,999 — 2,999 Intersegment revenues — 5,595 ( 5,595 ) — Total revenues from contracts accounted for as derivatives 464,189 28,046 ( 5,595 ) 486,640 Total Revenues $ 527,153 $ 31,531 $ ( 5,855 ) $ 552,829 13 Table of Contents Six Months Ended June 30, 2025 Ethanol Production Agribusiness & Energy Services Eliminations Total Revenues Revenues from contracts with customers under ASC 606 Ethanol $ — $ — $ — $ — Distillers grains 43,097 6,505 — 49,602 Renewable corn oil — — — — Other 50,301 2,132 — 52,433 Intersegment revenues 513 129 ( 642 ) — Total revenues from contracts with customers 93,911 8,766 ( 642 ) 102,035 Revenues from contracts accounted for as derivatives under ASC 815 (1) Ethanol 751,260 86,322 — 837,582 Distillers grains 111,283 9,313 — 120,596 Renewable corn oil 68,471 — — 68,471 Other — 25,660 — 25,660 Intersegment revenues — 11,299 ( 11,299 ) — Total revenues from contracts accounted for as derivatives 931,014 132,594 ( 11,299 ) 1,052,309 Total Revenues $ 1,024,925 $ 141,360 $ ( 11,941 ) $ 1,154,344 Three Months Ended June 30, 2024 Ethanol Production Agribusiness & Energy Services Eliminations Total Revenues Revenues from contracts with customers under ASC 606 Ethanol $ — $ — $ — $ — Distillers grains 23,279 518 — 23,797 Renewable corn oil — — — — Other 15,270 2,056 — 17,326 Intersegment revenues 1,179 75 ( 1,254 ) — Total revenues from contracts with customers 39,728 2,649 ( 1,254 ) 41,123 Revenues from contracts accounted for as derivatives under ASC 815 (1) Ethanol 387,096 86,123 — 473,219 Distillers grains 63,845 5,563 — 69,408 Renewable corn oil 33,405 — — 33,405 Other 1,369 301 — 1,670 Intersegment revenues — 6,313 ( 6,313 ) — Total revenues from contracts accounted for as derivatives 485,715 98,300 ( 6,313 ) 577,702 Total Revenues $ 525,443 $ 100,949 $ ( 7,567 ) $ 618,825 14 Table of Contents Six Months Ended June 30, 2024 Ethanol Production Agribusiness & Energy Services Eliminations Total Revenues Revenues from contracts with customers under ASC 606 Ethanol $ — $ — $ — $ — Distillers grains 48,079 518 — 48,597 Renewable corn oil — — — — Other 29,617 4,468 — 34,085 Intersegment revenues 2,392 164 ( 2,556 ) — Total revenues from contracts with customers 80,088 5,150 ( 2,556 ) 82,682 Revenues from contracts accounted for as derivatives under ASC 815 (1) Ethanol 737,208 159,498 — 896,706 Distillers grains 141,768 15,253 — 157,021 Renewable corn oil 67,565 — — 67,565 Other 4,473 7,592 — 12,065 Intersegment revenues — 12,452 ( 12,452 ) — Total revenues from contracts accounted for as derivatives 951,014 194,795 ( 12,452 ) 1,133,357 Total Revenues $ 1,031,102 $ 199,945 $ ( 15,008 ) $ 1,216,039 (1) Revenues from contracts accounted for as derivatives represent physically settled derivative sales that are outside the scope of ASC 606. Major Customers Revenues from Customer A represented 45 % and 21 % of total revenues for the three and six months ended June 30, 2025, respectively, recorded within the ethanol production segment. For the three and six months ended June 30, 2024, Customer B represented 13 % and 14 % of total revenues, respectively, and revenues from Customer C represented 10 % of total revenues for the three months ended June 30, 2024, recorded within the ethanol production segment. 15 Table of Contents 3. MERGER AND DISPOSITIONS Proventus LLC Disposition On May 31, 2025, the company completed the sale of its 75 % interest in Proventus LLC for net proceeds of $ 0.4 million. The company recorded a pretax loss on the sale of $ 4.0 million during the three and six months ended June 30, 2025 within loss on sale of assets on the consolidated statements of operations. Net assets sold at closing, consisting of property and equipment, totaled $ 9.0 million. As part of the transaction, the company removed $ 4.5 million of non-controlling interest in Proventus LLC, which was included in the calculation of the pretax loss disclosed above. GP Turnkey Tharaldson LLC Disposition On June 30, 2025, the company sold its 50 % investment in GP Turnkey Tharaldson LLC for $ 25.0 million. Proceeds receivable from the disposal were $ 24.2 million as of June 30, 2025, and are recorded within receivable from sale of equity method investment on the consolidated balance sheets. The balance of the equity method investment on the date of the disposal was $ 51.2 million. A preliminary pretax loss of $ 27.0 million was recorded during the three and six months ended June 30, 2025 within loss from equity method investees, net of income taxes on the consolidated statements of operations. Proceeds from the sale were received during July 2025. Green Plains Partners Merger On January 9, 2024, the transactions contemplated by the Merger Agreement were completed and the company issued approximately 4.7 million shares of common stock to acquire all of the publicly held common units of the partnership not already owned by the company prior to the Merger at a fixed exchange ratio of 0.405 shares of the company's common stock, par value $ 0.001 per share, along with $ 2.50 of cash consideration for each partnership common unit. The total consideration as a result of the Merger was $ 143.1 million, which was comprised of $ 29.2 million in cash and $ 113.9 million of common stock exchanged. As a result of the Merger, the partnership's common units are no longer publicly traded. The interests in the partnership owned by the company and its subsidiaries remain outstanding as limited partner interests in the surviving entity. The General Partner of the partnership will continue to own the non-economic general partner interest in the surviving entity. Since the company controlled the partnership prior to the Merger and continues to control the partnership after the Merger, the company accounted for the change in its ownership interest in the partnership as an equity transaction during the six months ended June 30, 2024, which is reflected as a reduction of non-controlling interest with a corresponding increase to common stock and additional paid-in capital. No gain or loss was recognized in the consolidated statements of operations as a result of the Merger. Prior to the effective time of the Merger on January 9, 2024, public unitholders owned a 49.2 % limited partner interest, the company owned a 48.8 % limited partner interest and a 2.0 % general partner interest in the partnership. For the six months ended June 30, 2024, the non-controlling interest attributed to the partnership common units held by the public of $ 133.8 million were recorded as a reduction of non-controlling interest with a corresponding increase to additional paid-in capital. The company incurred transaction costs of $ 5.5 million related to the Merger during the six months ended June 30, 2024. These costs were directly related to the Merger consisting primarily of financial advisory services, legal services and other professional fees, and were recorded as an offset to the issuance of common stock within additional paid-in capital. 4. FAIR VALUE DISCLOSURES The following methods, assumptions and valuation techniques were used in estimating the fair value of the company’s financial instruments: Level 1 – unadjusted quoted prices in active markets for identical assets or liabilities the company can access at the measurement date. Level 2 – directly or indirectly observable inputs such as quoted prices for similar assets or liabilities in active markets other than quoted prices included within Level 1, quoted prices for identical or similar assets in markets that are not active, and other inputs that are observable or can be substantially corroborated by observable market data through correlation or other means. Fair value hedged inventories in the agribusiness and energy services segment as well as forward commodity 16 Table of Contents purchase and sale contracts are valued at nearby futures values, plus or minus nearby basis values, which represent differences in local markets, including transportation or commodity quality or grade differences. Level 3 – unobservable inputs that are supported by little or no market activity and comprise a significant component of the fair value of the assets or liabilities. Derivative contracts include exchange-traded commodity futures and options contracts and forward commodity purchase and sale contracts. Exchange-traded futures and options contracts are valued based on unadjusted quoted prices in active markets and are classified in Level 1. The majority of the company’s exchange-traded futures and options contracts are cash-settled on a daily basis. There have been no changes in valuation techniques and inputs used in measuring fair value. The company’s assets and liabilities by level are as follows (in thousands): Fair Value Measurements at June 30, 2025 Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Unobservable Inputs (Level 3) Total Assets Cash and cash equivalents $ 108,624 $ — $ — $ 108,624 Restricted cash 44,096 — — 44,096 Inventories carried at market — 18,979 — 18,979 Derivative financial instruments - assets — 6,079 — 6,079 Property and equipment, net of accumulated depreciation and amortization (1) — — 5,500 5,500 Total assets measured at fair value $ 152,720 $ 25,058 $ 5,500 $ 183,278 Liabilities Accounts payable (2) $ — $ 18,558 $ — $ 18,558 Derivative financial instruments - liabilities — 10,399 — 10,399 Other liabilities (3) — 1,420 — 1,420 Total liabilities measured at fair value $ — $ 30,377 $ — $ 30,377 17 Table of Contents Fair Value Measurements at December 31, 2024 Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Unobservable Inputs (Level 3) Total Assets Cash and cash equivalents $ 173,041 $ — $ — $ 173,041 Restricted cash 36,354 — — 36,354 Inventories carried at market — 48,500 — 48,500 Derivative financial instruments - assets — 10,154 — 10,154 Total assets measured at fair value $ 209,395 $ 58,654 $ — $ 268,049 Liabilities Accounts payable (2) $ — $ 23,208 $ — $ 23,208 Accrued and other liabilities (3) — 2,094 — 2,094 Derivative financial instruments - liabilities — 4,791 — 4,791 Other liabilities (3) — 979 — 979 Total liabilities measured at fair value $ — $ 31,072 $ — $ 31,072 (1) Property and equipment, net of accumulated depreciation and amortization includes $ 5.5 million of assets held for sale at June 30, 2025. (2) Accounts payable is generally stated at historical amounts with the exception of $ 18.6 million and $ 23.2 million at June 30, 2025 and December 31, 2024, respectively, related to certain delivered inventory for which the payable fluctuates based on changes in commodity prices. These payables are hybrid financial instruments for which the company has elected the fair value option. (3) Accrued and other liabilities includes $ 2.1 million at December 31, 2024, while other liabilities includes $ 1.4 million and $ 1.0 million of consideration related to potential earn-out payments recorded at fair value at June 30, 2025 and December 31, 2024, respectively. As of June 30, 2025, the fair value of the company’s debt was approximately $ 457.8 million compared with a book value of $ 508.2 million. At December 31, 2024, the fair value of the company’s debt was approximately $ 518.6 million compared with a book value of $ 575.4 million. The company estimated the fair value of its outstanding debt using Level 2 inputs. The company believes the fair value of its accounts receivable approximated book value, which was $ 78.5 million and $ 94.9 million at June 30, 2025 and December 31, 2024, respectively. The fair values of tangible assets and goodwill acquired represent Level 3 measurements which were derived using a combination of the income approach, market approach and cost approach for the specific assets or liabilities being valued. 5. SEGMENT INFORMATION The company reports the financial and operating performance for the following two operating segments: (1) ethanol production, which includes the production, storage and transportation of ethanol, distillers grains, Ultra-High Protein and renewable corn oil and (2) agribusiness and energy services, which includes grain handling and storage, commodity marketing and merchant trading for company-produced and third-party ethanol, distillers grains, Ultra-High Protein, renewable corn oil, natural gas and other commodities. Corporate activities include selling, general and administrative expenses, consisting primarily of compensation, professional fees, overhead costs, gain on sale of assets, and restructuring costs not directly related to a specific operating segment. During the normal course of business, the operating segments conduct business with each other. For example, the agribusiness and energy services segment procures grain and natural gas and sells products, including ethanol, distillers grains, Ultra-High Protein and renewable corn oil for the ethanol production segment. These intersegment activities are treated like third-party transactions with origination, marketing and storage fees charged at estimated market values. Consequently, these transactions affect segment performance; however, they do not impact the company’s consolidated results since the revenues and corresponding costs are eliminated. 18 Table of Contents The Chief Operating Decision Maker ("CODM") for the company is the Interim Principal Executive Officer. The CODM utilizes EBITDA to assess segment performance, which is derived from revenue less cost of goods sold and selling, general and administrative expenses. The CODM manages and allocates resources to the operations of the company's two segments. This enables the CODM to assess the company’s overall level of available resources and determine how best to deploy these resources for capital expenditure, research and development projects, and other strategic opportunities that are in line with our long-term strategic goals. The CODM is regularly provided with consolidated expense information or forecasted expense information for the applicable reportable segment. The following tables set forth certain financial data for the company’s operating segments (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2025 2024 2025 2024 Revenues Ethanol production Revenues from external customers $ 526,954 $ 524,264 $ 1,024,412 $ 1,028,710 Intersegment revenues 199 1,179 513 2,392 Total segment revenues 527,153 525,443 1,024,925 1,031,102 Agribusiness and energy services Revenues from external customers 25,875 94,561 129,932 187,329 Intersegment revenues 5,656 6,388 11,428 12,616 Total segment revenues 31,531 100,949 141,360 199,945 Revenues including intersegment activity 558,684 626,392 1,166,285 1,231,047 Intersegment eliminations ( 5,855 ) ( 7,567 ) ( 11,941 ) ( 15,008 ) $ 552,829 $ 618,825 $ 1,154,344 $ 1,216,039 Refer to Note 2 - Revenue , for further disaggregation of revenue by operating segment. Three Months Ended June 30, Six Months Ended June 30, 2025 2024 2025 2024 Cost of goods sold Ethanol production (1) $ 493,663 $ 495,053 $ 997,127 $ 1,003,355 Agribusiness and energy services 23,451 93,516 124,549 181,502 Intersegment eliminations ( 5,855 ) ( 7,567 ) ( 11,941 ) ( 15,008 ) $ 511,259 $ 581,002 $ 1,109,735 $ 1,169,849 Three Months Ended June 30, Six Months Ended June 30, 2025 2024 2025 2024 Gross margin Ethanol production (1) (2) $ 33,490 $ 30,390 $ 27,798 $ 27,747 Agribusiness and energy services 8,080 7,433 16,811 18,443 $ 41,570 $ 37,823 $ 44,609 $ 46,190 19 Table of Contents Three Months Ended June 30, Six Months Ended June 30, 2025 2024 2025 2024 Depreciation and amortization Ethanol production $ 22,918 $ 20,544 $ 43,953 $ 41,078 Agribusiness and energy services (3) 3,860 497 4,458 1,002 Corporate activities 782 543 1,536 991 $ 27,560 $ 21,584 $ 49,947 $ 43,071 Three Months Ended June 30, Six Months Ended June 30, 2025 2024 2025 2024 Operating income (loss) Ethanol production (1) (2) (4) $ ( 12,218 ) $ ( 2,213 ) $ ( 51,768 ) $ ( 35,866 ) Agribusiness and energy services (3) 849 2,166 3,282 8,170 Corporate activities (5) (6) ( 16,994 ) ( 17,664 ) ( 42,137 ) ( 34,904 ) $ ( 28,363 ) $ ( 17,711 ) $ ( 90,623 ) $ ( 62,600 ) (1) Ethanol production includes an inventory lower of cost or net realizable value adjustment of $ 2.3 million for the three and six months ended June 30, 2025. (2) Ethanol production includes margins from a one-time sale of accumulated RINs of $ 22.6 million for the three and six months ended June 30, 2025. (3) Depreciation and amortization for agribusiness and energy services includes impairment of property and equipment of $ 3.1 million for the three and six months ended June 30, 2025. (4) Ethanol production includes impairment of assets held for sale of $ 10.7 million for the three and six months ended June 30, 2025. (5) Corporate activities includes $ 1.7 million and $ 12.0 million of restructuring costs for the three and six months ended June 30, 2025, respectively, as a result of the company's cost reduction initiative, including severance related to the departure of its former CEO. (6) Corporate activities include a pretax loss on sale of assets of $ 4.0 million for the three and six months ended June 30, 2025. During the three and six months ended June 30, 2025, the company incurred restructuring costs related to severance, stock based compensation and other charges as a result of cost reduction initiatives that were recorded within the following line items in the consolidated statements of operations (in thousands): Three Months Ended June 30, 2025 Ethanol production Agribusiness and energy services Corporate activities Subtotal Cost of goods sold $ 85 138 — $ 223 Selling, general and administrative expenses 264 379 1,653 2,296 Other, net — — — — Total restructuring costs $ 349 517 1,653 $ 2,519 Six Months Ended June 30, 2025 Ethanol production Agribusiness and energy services Corporate activities Subtotal Cost of goods sold $ 2,345 597 — $ 2,942 Selling, general and administrative expenses 474 2,037 11,994 14,505 Other, net — 154 1,505 1,659 Total restructuring costs $ 2,819 2,788 13,499 $ 19,106 20 Table of Contents The following tables reconcile EBITDA, our segment measure of profit or loss, to net loss (in thousands). EBITDA is defined as earnings before interest expense, income taxes, depreciation and amortization excluding the amortization of right-of-use assets and debt issuance costs. Three Months Ended June 30, 2025 Ethanol production Agribusiness and energy services Subtotal EBITDA $ 8,992 $ 5,028 $ 14,020 Depreciation and amortization ( 22,918 ) ( 3,860 ) ( 26,778 ) Interest expense ( 6,610 ) ( 1,927 ) ( 8,537 ) Subtotal $ ( 20,536 ) $ ( 759 ) $ ( 21,295 ) Unallocated corporate expenses (1) ( 49,047 ) Income tax expense, net of equity method income tax benefit ( 1,885 ) Net loss $ ( 72,227 ) Six Months Ended June 30, 2025 Ethanol production Agribusiness and energy services Subtotal EBITDA $ ( 10,424 ) $ 8,184 $ ( 2,240 ) Depreciation and amortization ( 43,953 ) ( 4,458 ) ( 48,411 ) Interest expense ( 11,430 ) ( 4,354 ) ( 15,784 ) Subtotal $ ( 65,807 ) $ ( 628 ) $ ( 66,435 ) Unallocated corporate expenses (1) ( 76,713 ) Income tax expense, net of equity method income tax benefit ( 1,720 ) Net loss $ ( 144,868 ) Three Months Ended June 30, 2024 Ethanol production Agribusiness and energy services Subtotal EBITDA $ 17,952 $ 3,045 $ 20,997 Depreciation and amortization ( 20,544 ) ( 497 ) ( 21,041 ) Interest expense ( 4,862 ) ( 1,021 ) ( 5,883 ) Subtotal $ ( 7,454 ) $ 1,527 $ ( 5,927 ) Unallocated corporate expenses (1) ( 18,384 ) Income tax expense, net of equity method income tax benefit 273 Net loss $ ( 24,038 ) 21 Table of Contents Six Months Ended June 30, 2024 Ethanol production Agribusiness and energy services Subtotal EBITDA $ 4,331 $ 10,101 $ 14,432 Depreciation and amortization ( 41,078 ) ( 1,002 ) ( 42,080 ) Interest expense ( 9,923 ) ( 2,162 ) ( 12,085 ) Subtotal $ ( 46,670 ) $ 6,937 $ ( 39,733 ) Unallocated corporate expenses (1) ( 35,371 ) Income tax expense, net of equity method income tax benefit ( 56 ) Net loss $ ( 75,160 ) (1) Corporate expenses include selling, general administrative expenses, depreciation and amortization, interest expense, and during 2025 includes restructuring costs related to cost savings initiatives and the departure of our former CEO as well as losses on the sale of assets and equity method investment. The following table sets forth total assets by operating segment (in thousands): June 30, 2025 December 31, 2024 Total assets (1) Ethanol production $ 1,211,284 $ 1,234,635 Agribusiness and energy services 287,956 412,006 Corporate assets 118,295 143,716 Intersegment eliminations ( 5,019 ) ( 8,183 ) $ 1,612,516 $ 1,782,174 (1) Asset balances by segment exclude intercompany balances. 6. INVENTORIES Inventories are carried at the lower of cost or net realizable value, except fair-value hedged inventories. There was a $ 2.3 million and $ 2.1 million lower of cost or net realizable value inventory adjustment associated with finished goods in cost of goods sold within the ethanol production segment as of June 30, 2025 and December 31, 2024, respectively. The components of inventories are as follows (in thousands): June 30, 2025 December 31, 2024 Finished goods $ 33,069 $ 72,863 Commodities held for sale 18,979 48,500 Raw materials 32,987 37,334 Work-in-process 11,819 13,569 Supplies and parts 59,557 55,178 $ 156,411 $ 227,444 7. DERIVATIVE FINANCIAL INSTRUMENTS At June 30, 2025, the company’s consolidated balance sheet reflected unrealized losses of $ 6.7 million, net of tax, in accumulated other comprehensive loss. The company expects these items will be reclassified as operating loss over the next 12 months as a result of hedged transactions that are forecasted to occur. The amount realized in operating loss will differ as commodity prices change. 22 Table of Contents Fair Values of Derivative Instruments The fair values of the company’s derivative financial instruments and the line items on the consolidated balance sheets where they are reported are as follows (in thousands): Asset Derivatives' Fair Value Liability Derivatives' Fair Value June 30, 2025 December 31, 2024 June 30, 2025 December 31, 2024 Derivative financial instruments - forwards $ 6,079 (1) $ 10,154 $ 10,399 (2) $ 4,791 (3) Other liabilities — — 38 15 Total $ 6,079 $ 10,154 $ 10,437 $ 4,806 (1) At June 30, 2025, derivative financial instruments, as reflected on the balance sheet, includes net unrealized gains on exchange-traded futures and options contracts of $ 1.1 million and the balance representing economic hedges. (2) At June 30, 2025, derivative financial instruments, as reflected on the balance sheet, includes net unrealized losses on exchange-traded futures and options contracts of $ 0.9 million, which included $ 6.4 million of net unrealized losses on derivative financial instruments designated as cash flow hedging instruments, $ 1.5 million of unrealized gains on derivative financial instruments designated as fair value hedging instruments, and the balance representing economic hedges. (3) At December 31, 2024, derivative financial instruments, as reflected on the balance sheet, includes net unrealized losses on exchange-traded futures and options contracts of $ 4.7 million, which include $ 0.5 million of net unrealized gains on derivative financial instruments designated as cash flow hedging instruments, $ 3.0 million of unrealized losses on derivative financial instruments designated as fair value hedging instruments, and the balance representing economic hedges. Refer to Note 4 - Fair Value Disclosures , which contains fair value information related to derivative financial instruments. Effect of Derivative Instruments on Consolidated Balance Sheets, Consolidated Statements of Operations and Consolidated Statements of Comprehensive Loss The gains or losses recognized in income and other comprehensive income related to the company’s derivative financial instruments and the line items on the consolidated financial statements where they are reported are as follows (in thousands): Amount of Gain (Loss) Reclassified from Accumulated Other Comprehensive Income into Income Location of Gain (Loss) Reclassified from Accumulated Other Comprehensive Income into Income Three Months Ended June 30, Six Months Ended June 30, 2025 2024 2025 2024 Revenues $ — $ — $ ( 25 ) $ 3,736 Cost of goods sold ( 3,674 ) ( 2,298 ) ( 3,698 ) ( 13,021 ) Net loss recognized in loss before income taxes $ ( 3,674 ) $ ( 2,298 ) $ ( 3,723 ) $ ( 9,285 ) Amount of Gain (Loss) Recognized in Other Comprehensive Income on Derivatives Gain (Loss) Recognized in Other Comprehensive Income on Derivatives Three Months Ended June 30, Six Months Ended June 30, 2025 2024 2025 2024 Commodity contracts $ ( 11,005 ) $ ( 863 ) $ ( 14,037 ) $ ( 8,822 ) A portion of the company’s derivative instruments are considered economic hedges and as such are not designated as hedging instruments. The company uses exchange-traded futures and options contracts to manage its net position of product inventories and forward cash purchase and sales contracts to reduce price risk caused by market fluctuations. Derivatives, including exchange traded contracts and forward commodity purchase or sale contracts, and inventories of certain agricultural products, which include amounts acquired under deferred pricing contracts, are stated at fair value. Fair 23 Table of Contents value estimates are based on exchange-quoted prices, adjusted as appropriate for regional location basis value, which represent differences in local markets including transportation as well as quality or grade differences. Amount of Gain (Loss) Recognized in Income on Derivatives Derivatives Not Designated as Hedging Instruments Location of Gain (Loss) Recognized in Income on Derivatives Three Months Ended June 30, Six Months Ended June 30, 2025 2024 2025 2024 Exchange-traded futures and options Revenues $ 2,427 $ ( 146 ) $ 5,319 $ ( 1,219 ) Forwards Revenues ( 924 ) ( 1,715 ) 1,408 ( 4,444 ) Exchange-traded futures and options Cost of goods sold 3,857 8,617 2,484 11,654 Forwards Cost of goods sold ( 870 ) ( 9,559 ) ( 7,852 ) ( 6,691 ) Net gain (loss) recognized in loss before income taxes $ 4,490 $ ( 2,803 ) $ 1,359 $ ( 700 ) The following amounts were recorded on the consolidated balance sheets related to cumulative basis adjustments for the fair value hedged items (in thousands): June 30, 2025 December 31, 2024 Line Item in the Consolidated Balance Sheet in Which the Hedged Item is Included Carrying Amount of the Hedged Assets Cumulative Amount of Fair Value Hedging Adjustment Included in the Carrying Amount of the Hedged Liabilities Carrying Amount of the Hedged Assets Cumulative Amount of Fair Value Hedging Adjustment Included in the Carrying Amount of the Hedged Liabilities Inventories $ 18,979 $ ( 219 ) $ 48,500 $ 8,166 24 Table of Contents Effect of Cash Flow and Fair Value Hedge Accounting on the Statements of Operations Location and Amount of Gain (Loss) Recognized in Income on Cash Flow and Fair Value Hedging Relationships for the Three Months Ended June 30, 2025 2024 Revenue Cost of Goods Sold Revenue Cost of Goods Sold Loss on cash flow hedging relationships Commodity contracts Amount of loss on exchange-traded futures reclassified from accumulated other comprehensive income into income $ — $ ( 3,674 ) $ — $ ( 2,298 ) Gain (loss) on fair value hedging relationships Commodity contracts Fair-value hedged inventories — ( 1,249 ) — 1,014 Exchange-traded futures designated as hedging instruments — 1,743 — ( 2,858 ) Total amounts of income and expense line items presented in the statement of operations in which the effects of cash flow or fair value hedges are recorded $ — $ ( 3,180 ) $ — $ ( 4,142 ) Location and Amount of Gain (Loss) Recognized in Income on Cash Flow and Fair Value Hedging Relationships for the Six Months Ended June 30, 2025 2024 Revenue Cost of Goods Sold Revenue Cost of Goods Sold Gain (loss) on cash flow hedging relationships Commodity contracts Amount of gain (loss) on exchange traded futures reclassified from accumulated other comprehensive income into income $ ( 25 ) $ ( 3,698 ) $ 3,736 $ ( 13,021 ) Gain (loss) on fair value hedging relationships Commodity contracts Fair-value hedged inventories — ( 111 ) — ( 3,347 ) Exchange-traded futures designated as hedging instruments — 1,974 — 2,404 Total amounts of income and expense line items presented in the statement of operations in which the effects of cash flow or fair value hedges are recorded $ ( 25 ) $ ( 1,835 ) $ 3,736 $ ( 13,964 ) 25 Table of Contents The notional volume of open commodity derivative positions as of June 30, 2025 are as follows (in thousands): Exchange-Traded (1) Non-Exchange-Traded (2) Derivative Instruments Net Long & (Short) Long (Short) Unit of Measure Commodity Futures ( 21,820 ) Bushels Corn Futures 11,000 (3) Bushels Corn Futures ( 1,555 ) (4) Bushels Corn Futures ( 35,700 ) Gallons Ethanol Futures ( 33,390 ) (3) Gallons Ethanol Futures ( 3,645 ) MmBTU Natural Gas Futures 9,590 (3) MmBTU Natural Gas Futures ( 3,828 ) (4) MmBTU Natural Gas Options 499 Bushels Corn Forwards 27,363 — Bushels Corn Forwards 9,135 ( 204,355 ) Gallons Ethanol Forwards 128 ( 225 ) Tons Distillers Grains Forwards — ( 48,266 ) Pounds Renewable Corn Oil Forwards 9,372 ( 146 ) MmBTU Natural Gas (1) Notional volume of exchange-traded futures and options are presented on a net long and (short) position basis. Options are presented on a delta-adjusted basis. (2) Notional volume of non-exchange-traded forward physical contracts are presented on a gross long and (short) position basis, including both fixed-price and basis contracts, for which only the basis portion of the contract price is fixed. (3) Notional volume of exchange-traded futures used for cash flow hedges. (4) Notional volume of exchange-traded futures used for fair value hedges. Energy trading contracts that do not involve physical delivery are presented net in revenues on the consolidated statements of operations. Included in revenues are net gains of $ 2.7 million and net gains of $ 5.3 million for the three and six months ended June 30, 2025, respectively, and net gains of $ 0.5 million and $ 2.3 million for the three and six months ended June 30, 2024, respectively, on energy trading contracts. 8. DEBT The components of long-term debt are as follows (in thousands): June 30, 2025 December 31, 2024 Corporate 2.25 % convertible notes due 2027 (1) $ 230,000 $ 230,000 Green Plains SPE LLC Junior secured mezzanine notes due 2026 (2) 127,500 125,000 Green Plains Shenandoah Term loan due 2035 (3) 70,875 71,625 Other 10,811 11,163 Total book value of long-term debt 439,186 437,788 Unamortized debt issuance costs ( 11,059 ) ( 3,210 ) Less: current maturities of long-term debt ( 2,125 ) ( 2,118 ) Total long-term debt $ 426,002 $ 432,460 (1) The 2.25 % notes had $ 2.1 million and $ 2.7 million of unamortized debt issuance costs as of June 30, 2025 and December 31, 2024, respectively. (2) The junior notes had $ 8.7 million and $ 0.2 million of unamortized debt issuance costs as of June 30, 2025 and December 31, 2024, respectively. 26 Table of Contents (3) The loan had $ 0.2 million and $ 0.3 million of unamortized debt issuance costs as of June 30, 2025 and December 31, 2024, respectively. The components of short-term notes payable and other borrowings are as follows (in thousands): June 30, 2025 December 31, 2024 Green Plains Finance Company, Green Plains Grain and Green Plains Trade $ 350.0 million revolver $ 75,000 $ 133,500 Green Plains Commodity Management $ 20.0 million hedge line 5,064 7,329 $ 80,064 $ 140,829 Corporate Activities In March 2021, the company issued an aggregate $ 230.0 million of 2.25 % convertible senior notes due on March 15, 2027. The 2.25 % notes bear interest at a rate of 2.25 % per year, payable on March 15 and September 15 of each year. The 2.25 % notes are senior, unsecured obligations of the company. The 2.25 % notes are convertible, at the option of the holders, into consideration consisting of, at the company’s election, cash, shares of the company’s common stock, or a combination of cash and stock (and cash in lieu of fractional shares). However, before September 15, 2026, the 2.25 % notes will not be convertible unless certain conditions are satisfied. The initial conversion rate is 31.6206 shares of the company’s common stock per $1,000 principal amount of 2.25 % notes (equivalent to an initial conversion price of approximately $ 31.62 per share of the company’s common stock), representing an approximately 37.5 % premium over the offering price of the company’s common stock. The conversion rate is subject to adjustment upon the occurrence of certain events, including but not limited to; the event of a stock dividend or stock split; the issuance of additional rights, options and warrants; spinoffs; or a tender or exchange offering. In addition, the company may be obligated to increase the conversion rate for any conversion that occurs in connection with certain corporate events, including the company’s calling the 2.25 % notes for redemption. On and after March 15, 2024, and prior to the maturity date, the company may redeem, for cash, all, but not less than all, of the 2.25 % notes if the last reported sale price of the company’s common stock equals or exceeds 140 % of the applicable conversion price on (i) at least 20 trading days during a 30 consecutive trading day period ending on the trading day immediately prior to the date the company delivers notice of the redemption; and (ii) the trading day immediately before the date of the redemption notice. The redemption price will equal 100 % of the principal amount of the 2.25 % notes to be redeemed, plus any accrued and unpaid interest to, but excluding, the redemption date. In addition, upon the occurrence of a “fundamental change” (as defined in the indenture for the 2.25 % notes), holders of the 2.25 % notes will have the right, at their option, to require the company to repurchase their 2.25 % notes for cash at a price equal to 100 % of the principal amount of the 2.25 % notes to be repurchased, plus accrued and unpaid interest to, but excluding, the fundamental change repurchase date. On May 7, 2025, the company entered into a secured $ 30 million revolving credit facility with Ancora Alternatives LLC, that matured on July 30, 2025. The facility bore interest at 10 % on borrowings and had a 0.5 % fee on the unused balance. Interest and fees were due on the 5th of each month. There was no outstanding balance on the facility as of June 30, 2025. In conjunction with this facility, the company issued 1,504,140 warrants to purchase shares of its common stock at an exercise price of $ 0.01 per share. Ethanol Production Segment 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 due 2026 (the “Junior Notes”) with BlackRock, a holder of a portion of the company’s common stock. The Junior Notes were amended on May 7, 2025, which extended the maturity date from February 9, 2026 to May 15, 2026. A $2.5 million amendment fee was added to the balance of the Junior Notes, increasing the amount outstanding to $127.5 million. The Junior Notes are secured by a pledge of the membership interests in and the real property owned by Green Plains Obion and Green Plains Mount Vernon. Further, warrants previously issued in conjunction with the Junior Notes were revised on May 7, 2025, and $ 7.5 million, the fair value of the revised warrants, was recorded as debt issuance costs. These costs will be amortized through May 2026. As of July 31, 2025, the Junior Notes also are secured by a pledge of the membership interests in, the assets and the real property owned by Green Plains Madison LLC, Green Plains 27 Table of Contents Superior LLC, Green Plains Fairmont LLC, Green Plains Otter Tail LLC, Green Plains Wood River and Green Plains York LLC, as well as the assets and membership interests of Fluid Quip Mechanical, LLC. The proceeds of the Junior Notes were used to construct high protein processing systems at the Green Plains Obion and Green Plains Mount Vernon facilities. The Junior Notes accrued interest at an annual rate of 11.75 % as of June 30, 2025. However, subject to the satisfaction of certain conditions, Green Plains SPE LLC may elect to pay an amount in cash equal to interest accruing at a rate of 6.00 % per annum plus an amount equal to interest accruing at a rate of 6.75 % per annum to be paid in kind. On August 10, 2025, the Junior Notes were amended to extend the maturity date to September 15, 2026, with an amendment fee of 2.5 % to be added to the principal balance of the Junior Notes, payable at the maturity date. The interest rate will increase by 0.5 % after the amendment, and by an additional 0.5 % each quarter on each scheduled interest payment date, with the next interest payment date being September 15, 2025. In addition to previous assets and equity securities pledged, the Junior Notes are now also secured by the assets and the real property owned by Green Plains Central City, LLC. The amendment adds certain financial covenant requirements, including restrictions on additional debt and certain transfer of assets. Also as part of the amendment, the company executed a subscription agreement with certain funds and accounts under management by BlackRock pursuant to which the company agreed to issue, and certain funds and accounts under management by BlackRock purchased, 3,250,000 stock warrants at a strike price of $ 0.01 per share with a ten year exercise period. The amendment also includes the right for such funds and accounts to exchange up to 750,000 warrants for a pro rata share of $ 6 million of outstanding principal of Junior Notes. The subscription agreement obligates the company to register for resale the shares of common stock underlying warrants issued to BlackRock. The entire outstanding principal balance, plus any accrued and unpaid interest is due upon maturity. Green Plains SPE LLC is required to comply with certain financial covenants regarding minimum liquidity at Green Plains and a maximum aggregate loan to value. The Junior Notes can be retired or refinanced after 42 months with no prepayment premium. The Junior Notes have an unsecured parent guarantee from the company and have certain limitations on distributions, dividends or loans to the company unless there will not exist any event of default. On September 3, 2020, Green Plains Wood River and Green Plains Shenandoah, wholly-owned subsidiaries of the company, entered into a $ 75.0 million loan agreement with MetLife Real Estate Lending LLC. The loan matures on September 1, 2035 and is secured by substantially all of the assets of the Shenandoah facility, including the MSC™ and CST™ assets installed at that facility. During the second quarter of 2024, the agreement was modified to remove the Wood River facility from the assets considered to be secured under the loan agreement and Green Plains Wood River was removed as a counterparty to the loan agreement. The proceeds from the loan were used to add MSC™ technology at the Wood River and Shenandoah facilities as well as other capital expenditures. The loan bears interest at a fixed rate of 5.02 %, plus an interest rate premium subject to quarterly adjustments from 0.00 % to 1.50 % based on the leverage ratio of total funded debt to EBITDA of Shenandoah. Principal payments of $ 1.5 million per year began in October 2022. Prepayments were prohibited until September 2024. Financial covenants of the loan agreement include a minimum loan to value ratio of 50 %, a minimum fixed charge coverage ratio of 1.25 x, a total debt service reserve of six months of future principal and interest payments and a minimum working capital requirement at Green Plains of not less than $ 0.10 per gallon of nameplate capacity or $ 90.3 million. The loan is guaranteed by the company and has certain limitations on distributions, dividends or loans to Green Plains by Shenandoah unless immediately after giving effect to such action, there will not exist any event of default. At June 30, 2025, the interest rate on the loan was 6.52 %. The company also has small equipment financing loans, finance leases on equipment or facilities, and other forms of debt financing. Agribusiness and Energy Services Segment On March 25, 2022, Green Plains Finance Company, Green Plains Grain and Green Plains Trade (collectively, the “Borrowers”), all wholly owned subsidiaries of the company, together with the company, as guarantor, entered into a five-year , $ 350.0 million senior secured sustainability-linked revolving Loan and Security Agreement (the “Facility”) with a group of financial institutions. This transaction refinanced the separate credit facilities previously held by Green Plains Grain and Green Plains Trade. The Facility matures on March 25, 2027. The Facility includes revolving commitments totaling $ 350.0 million and an accordion feature whereby amounts available under the Facility may be increased by up to $ 100.0 million of new lender commitments subject to certain conditions. Each SOFR rate loan shall bear interest for each day at a rate per annum equal to the Term SOFR rate for the outstanding period plus a Term SOFR adjustment and an applicable margin of 2.25 % to 2.50 %, which is dependent on undrawn availability under the Facility. Each base rate loan shall bear interest at a rate per annum equal to the base rate plus the applicable margin of 1.25 % to 1.50 %, which is dependent on undrawn availability under the Facility. The unused 28 Table of Contents portion of the Facility is also subject to a commitment fee of 0.275 % to 0.375 %, dependent on undrawn availability. Additionally, the applicable margin and commitment fee are subject to certain increases or decreases of up to 0.10 % and 0.025 %, respectively, tied to the company’s achievement of certain sustainability criteria, including the reduction of GHG emissions, recordable incident rate reduction, increased renewable corn oil production and the implementation of technology to produce sustainable ingredients. The Facility contains customary affirmative and negative covenants, as well as the following financial covenants to be calculated as of the last day of any month: the current ratio of the Borrowers shall not be less than 1.00 to 1.00; the collateral coverage ratio of the Borrowers shall not be less than 1.20 to 1.00; and the debt to capitalization ratio of the company shall not be greater than 0.60 to 1.00. The Facility also includes customary events of default, including without limitation, failure to make required payments of principal or interest, material incorrect representations and warranties, breach of covenants, events of bankruptcy and other certain matters. The Facility is secured by the working capital assets of the Borrowers and is guaranteed by the company. At June 30, 2025, the interest rate on the Facility was 7.92 %. Green Plains Commodity Management has an uncommitted secured revolving credit facility to finance margins related to its hedging programs, which is secured by cash and securities held in its brokerage accounts. On June 18, 2025, the credit facility was amended, reducing the $40.0 million borrowing limit to $ 20.0 million. During the first quarter of 2023, this revolving credit facility was extended five years to mature on April 30, 2028. Advances are subject to variable interest rates equal to SOFR plus 1.75 %. At June 30, 2025, the interest rate on the facility was 6.14 %. Green Plains Grain has a short-term inventory financing agreement with a financial institution. The company has accounted for the agreement as short-term notes, rather than revenues, and has elected the fair value option to offset fluctuations in market prices of the inventory. 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 June 30, 2025. Covenant Compliance The company was in compliance with its debt covenants as of June 30, 2025. Restricted Net Assets At June 30, 2025, there were approximately $ 36.2 million of net assets at the company’s subsidiaries that could not be transferred to the parent company in the form of dividends, loans or advances due to restrictions contained in the credit facilities of these subsidiaries. 9. STOCK-BASED COMPENSATION The company has an equity incentive plan which reserved a total of 6.9 million shares of common stock for issuance pursuant to the plan, of which 1.3 million shares remain available for issuance. The plan provides for shares, including options to purchase shares of common stock, stock appreciation rights tied to the value of common stock, restricted stock, performance share awards, and restricted and deferred stock unit awards, to be granted to eligible employees, non-employee directors and consultants. The company measures stock-based compensation at fair value on the grant date, with no adjustments for estimated forfeitures. The company records noncash compensation expense related to equity awards in its consolidated financial statements over the requisite period on a straight-line basis. 29 Table of Contents Restricted Stock Awards and Deferred Stock Units The restricted non-vested stock awards and deferred stock units activity for the six months ended June 30, 2025 is as follows: Non-Vested Shares and Deferred Stock Units Weighted- Average Grant- Date Fair Value Weighted-Average Remaining Vesting Term (in years) Non-Vested at December 31, 2024 735,513 $ 23.45 Granted 1,015,626 5.37 Forfeited ( 106,094 ) 18.80 Vested ( 443,385 ) 23.75 Non-Vested at June 30, 2025 1,201,660 $ 8.46 2.1 Performance Share Awards On March 10, 2025, March 13, 2024, and March 9, 2023, the Compensation Committee of the Board granted performance shares to be awarded in the form of common stock to certain participants of the plan. These performance shares vest based on the level of achievement of certain performance goals, including the incremental value achieved from the company’s high-protein and clean sugar initiatives, annual production levels and return on investment (ROI). Performance shares granted in 2025 and 2024 include certain market-based factors requiring a Monte Carlo valuation model to estimate the fair value of the performance shares on the date of the grant. The weighted average assumptions used by the company in applying the Monte Carlo valuation model for performance share grants and related valuation include a risk-free interest rate of 3.87 % and 4.44 %, dividend yields of 0 %, expected volatility of 55.4 % and 54.6 %, closing stock price on the date of grant of $ 5.48 and $ 20.21 , resulting in an estimated fair value of $ 7.08 and $ 25.23 per share. Performance shares granted in 2023 do not contain market-based factors requiring a Monte Carlo valuation model. The performance shares were granted at a target of 100 %, but each performance share can be reduced or increased depending on results for the performance period. If the company achieves the maximum performance goals, the maximum amount of shares available to be issued pursuant to the 2025, 2024 and 2023 awards are 902,514 performance shares which represents 200 % of the 451,257 performance shares which remain outstanding, excluding forfeited shares. The actual number of performance shares that will ultimately vest is based on the actual performance targets achieved at the end of the performance period. This excludes an additional 69,959 performance shares granted to the Interim Principal Executive Officer in 2023, 2024 and 2025, which will vest at 100 % of target on December 31, 2025. On March 14, 2022, the Compensation Committee of the Board granted performance shares to be awarded in the form of common stock to certain participants of the plan. The performance shares were granted at a target of 100 %, but each performance share was reduced or increased depending on results for the performance period. On March 14, 2025, based on the criteria discussed above, the 2022 performance shares vested at 30 %, which resulted in the issuance of 14,259 shares of common stock. On February 28, 2025, the company announced the departure of Todd Becker as President and Chief Executive Officer, effective March 1, 2025. In accordance with his separation agreement, 221,895 of remaining outstanding performance shares that were granted during 2022, 2023, and 2024 vested immediately at target. 30 Table of Contents The non-vested performance share award activity for the six months ended June 30, 2025, is as follows: Performance Shares Weighted- Average Grant- Date Fair Value Weighted-Average Remaining Vesting Term (in years) Non-Vested at December 31, 2024 538,572 $ 27.82 Granted 360,895 6.28 Forfeited ( 142,097 ) 25.86 Vested ( 236,154 ) 28.18 Non-Vested at June 30, 2025 521,216 $ 13.28 2.2 Stock-Based Compensation Expense Compensation costs for the stock-based payment plan were $ 2.3 million and $ 11.1 million for the three and six months ended June 30, 2025, respectively, and $ 3.5 million and $ 6.6 million for the three and six months ended June 30, 2024, respectively, with the increase primarily driven by accelerated vesting for the company's former CEO. At June 30, 2025, there was $ 11.6 million of unrecognized compensation costs from stock-based compensation related to non-vested awards. This compensation is expected to be recognized over a weighted-average period of approximately 2.3 years. The potential tax benefit related to stock-based payment is approximately 24.7 % of these expenses. 10. EARNINGS PER SHARE Basic earnings per share, or EPS, is calculated by dividing net income available to common stockholders by the weighted average number of common shares outstanding during the period. The company computes diluted EPS by dividing net income on an if-converted basis, adjusted to add back net interest expense related to the convertible debt instruments, by the weighted average number of common shares outstanding during the period, adjusted to include the shares that would be issued if the convertible debt instruments were converted to common shares and the effect of any outstanding dilutive securities. The basic and diluted EPS are calculated as follows (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2025 2024 2025 2024 Net loss attributable to Green Plains $ ( 72,238 ) $ ( 24,350 ) $ ( 145,144 ) $ ( 75,762 ) Weighted average shares outstanding - basic and diluted 66,491 63,933 65,287 63,637 EPS - basic and diluted $ ( 1.09 ) $ ( 0.38 ) $ ( 2.22 ) $ ( 1.19 ) Anti-dilutive weighted-average convertible debt, warrants and stock-based compensation (1) 7,938 7,713 7,857 7,674 (1) The effect related to the company’s convertible debt, warrants and certain stock-based compensation awards has been excluded from diluted EPS for the periods presented as the inclusion of these shares would have been antidilutive. 11. STOCKHOLDERS’ EQUITY Warrants On May 7, 2025, in connection with a revolving credit facility agreement, the company issued warrants in a private placement to purchase 1,504,140 shares of its common stock at an exercise price of $ 0.01 per share and expiration date of 31 Table of Contents May 7, 2035. The company measured the fair value of the warrants as of the issuance date. Exercisable warrants are equity based and recorded in additional paid-in capital. During the three months ended March 31, 2021, in connection with certain agreements, the company issued 2,000,000 warrants in a private placement to purchase shares of its common stock. The company entered into an amendment on its Junior Notes on May 7, 2025, and the warrants were repriced from $ 22.00 to $ 0.01 and the maturity date extended from April 28, 2026 to December 31, 2029. The warrants were revalued on May 7, 2025, and the increase in fair value was recorded in additional paid-in capital. The remaining 550,000 warrants have a strike price of $ 22.00 and expiration dates are December 8, 2025 for 275,000 warrants and February 9, 2026 for 275,000 warrants. The company has reserved 4,054,140 shares of common stock for the exercise of warrants to non-employees, of which 3,779,140 are exercisable, treated as equity based awards and recorded within additional paid-in capital. The remaining 275,000 warrants, of which 222,222 are exercisable as a result of achieving certain earn-out provisions and 52,778 are contingent upon certain earn-out provisions, are treated as liability based awards, and valued quarterly using the company’s stock price. These warrants could potentially dilute basic earnings per share in future periods. Green Plains Partners Merger As a result of the Merger, for the six months ended June 30, 2024, the company issued approximately 4.7 million shares of common stock and recorded par value $ 0.001 per share, paid cash consideration of $ 29.2 million, extinguished the non-controlling interest attributed to the partnership common units held by the public of $ 133.8 million, and capitalized transaction costs of $ 7.5 million, within additional paid-in capital. Refer to Note 3 - Merger and Dispositions included herein for more information. Components of stockholders’ equity for the three and six months ended June 30, 2025 and 2024 are as follows (in thousands): Common Stock Additional Paid-in Capital Retained Deficit Accumulated Other Comprehensive Loss Treasury Stock Total Green Plains Stockholders' Equity Non- Controlling Interests Total Stockholders' Equity Shares Amount Shares Amount Balance, December 31, 2024 67,512 $ 68 $ 1,213,646 $ ( 318,298 ) $ 973 2,805 $ ( 31,174 ) $ 865,215 $ 9,322 $ 874,537 Net loss — — — ( 72,906 ) — — — ( 72,906 ) 265 ( 72,641 ) Other comprehensive loss before reclassification — — — — ( 2,307 ) — — ( 2,307 ) — ( 2,307 ) Amounts reclassified from accumulated other comprehensive loss — — — — 37 — — 37 — 37 Other comprehensive loss, net of tax — — — — ( 2,270 ) — — ( 2,270 ) — ( 2,270 ) Investment in subsidiaries — — — — — — — — 94 94 Stock-based compensation 688 — 7,468 — — — — 7,468 — 7,468 Balance, March 31, 2025 68,200 68 1,221,114 ( 391,204 ) ( 1,297 ) 2,805 ( 31,174 ) 797,507 9,681 807,188 Net loss — — — ( 72,238 ) — — — ( 72,238 ) 11 ( 72,227 ) Other comprehensive loss before reclassification — — — — ( 8,191 ) — — ( 8,191 ) — ( 8,191 ) Amounts reclassified from accumulated other comprehensive loss — — — — 2,747 — — 2,747 — 2,747 Other comprehensive loss, net of tax — — — — ( 5,444 ) — — ( 5,444 ) — ( 5,444 ) Investment in subsidiaries — — — — — — — — 94 94 Proventus disposition — — — — — — — — ( 4,534 ) ( 4,534 ) Issuance of warrants — — 5,656 — — — — 5,656 — 5,656 Modification of warrants — — 7,520 — — — — 7,520 — 7,520 Stock-based compensation 193 — 2,179 — — — — 2,179 — 2,179 Balance, June 30, 2025 68,393 $ 68 $ 1,236,469 $ ( 463,442 ) $ ( 6,741 ) 2,805 $ ( 31,174 ) $ 735,180 $ 5,252 $ 740,432 32 Table of Contents Common Stock Additional Paid-in Capital Retained Deficit Accumulated Other Comprehensive Loss Treasury Stock Total Green Plains Stockholders' Equity Non- Controlling Interests Total Stockholders' Equity Shares Amount Shares Amount Balance, December 31, 2023 62,327 $ 62 $ 1,113,806 $ ( 235,801 ) $ ( 3,160 ) 2,805 $ ( 31,174 ) $ 843,733 $ 146,323 $ 990,056 Net loss — — — ( 51,412 ) — — — ( 51,412 ) 290 ( 51,122 ) Cash dividends and distributions declared — — — — — — — — — — Other comprehensive loss before reclassification — — — — ( 6,043 ) — — ( 6,043 ) — ( 6,043 ) Amounts reclassified from accumulated other comprehensive loss — — — — 5,305 — — 5,305 — 5,305 Other comprehensive loss, net of tax — — — — ( 738 ) — — ( 738 ) — ( 738 ) Investment in subsidiaries — — — — — — — — 166 166 Partnership Merger 4,746 5 97,035 — — — — 97,040 ( 133,765 ) ( 36,725 ) Stock-based compensation 349 — ( 1,169 ) — — — — ( 1,169 ) — ( 1,169 ) Balance, March 31, 2024 67,422 67 1,209,672 ( 287,213 ) ( 3,898 ) 2,805 ( 31,174 ) 887,454 13,014 900,468 Net loss — — — ( 24,350 ) — — — ( 24,350 ) 312 ( 24,038 ) Cash dividends and distributions declared — — — — — — — — — — Other comprehensive loss before reclassification — — — — ( 657 ) — — ( 657 ) — ( 657 ) Amounts reclassified from accumulated other comprehensive loss — — — — 1,748 — — 1,748 — 1,748 Other comprehensive income, net of tax — — — — 1,091 — — 1,091 — 1,091 Investment in subsidiaries — — — — — — — — 167 167 Stock-based compensation 39 — 3,173 — — — — 3,173 — 3,173 Balance, June 30, 2024 67,461 $ 67 $ 1,212,845 $ ( 311,563 ) $ ( 2,807 ) 2,805 $ ( 31,174 ) $ 867,368 $ 13,493 $ 880,861 Amounts reclassified from accumulated other comprehensive loss are as follows (in thousands): Three Months Ended June 30, Six Months Ended June 30, Statements of Operations Classification 2025 2024 2025 2024 Gains (losses) on cash flow hedges Commodity derivatives $ — $ — $ ( 25 ) $ 3,736 (1) Commodity derivatives ( 3,674 ) ( 2,298 ) ( 3,698 ) ( 13,021 ) (2) Total losses on cash flow hedges ( 3,674 ) ( 2,298 ) ( 3,723 ) ( 9,285 ) (3) Income tax benefit 927 550 939 2,232 (4) Amounts reclassified from accumulated other comprehensive loss $ ( 2,747 ) $ ( 1,748 ) $ ( 2,784 ) $ ( 7,053 ) (1) Revenues (2) Costs of goods sold (3) Loss before income taxes and loss from equity method investees, net of income taxes (4) Income tax benefit (expense) 12. INCOME TAXES The company records actual income tax expense or benefit during interim periods rather than on an annual effective tax rate method. Certain items are given discrete period treatment and the tax effect of those items are reported in full in the relevant interim period. The IRA was signed into law on August 16, 2022. The IRA includes significant law changes relating to tax, climate change, energy and health care. The IRA significantly expands clean energy related tax credits and permits more flexibility 33 Table of Contents for taxpayers to use the credits with direct-pay and transferable credit options. The company expects to benefit from certain energy related tax credits in future years. On January 9, 2024, the transactions contemplated by the Merger Agreement were completed as described in more detail in Note 3 - Merger and Dispositions included herein. For income tax purposes, the total consideration given by the company in exchange for the remaining interest in the partnership, creates a tax basis in the acquired interest. Because the GAAP basis in the acquired interest is less than the total consideration, a new deferred tax asset was created. The company's valuation allowance on deferred tax assets increased by a corresponding amount, which did not have a material impact on the company's consolidated financial statements. The OBBB was signed into law on July 4, 2025. The OBBB includes a broad range of tax reform provisions affecting businesses, including extending and modifying certain key provisions of the Tax Cuts & Jobs Act, and expanding certain Inflation Reduction Act incentives while accelerating the phase-out of others. Important business provisions of the OBBB include reinstatement of permanent expensing of research and development costs, higher EBITDA cap on the deduction for interest expense and 100% bonus depreciation. In addition, the OBBB extends the tax credit for Clean Fuel Production under section 45Z to December 31, 2029, and leaves credits generated from carbon capture under section 45Q substantially unchanged. The company expects to benefit from the business provisions of the OBBB and the extension of certain energy credits under the IRA and not be negatively impacted by the phase-out of other energy credits. At this time the company does not have enough information to provide a reasonable estimate of the future tax benefits. The company recorded income tax expense of $ 2.3 million for the three months ended June 30, 2025, compared with income tax benefit of $ 0.3 million for the same period in 2024. The increase in the amount of tax expense recorded for the three months ended June 30, 2025 was primarily due to an increase in the valuation allowance recorded against deferred tax assets related to gains (losses) on derivatives. The effective tax rate can be affected by variances in the estimates and amounts of taxable income among the various states, entities and activity types, realization of tax credits, adjustments from resolution of tax matters under review, valuation allowances and the company’s assessment of its liability for uncertain tax positions. 13. COMMITMENTS AND CONTINGENCIES Leases The company leases certain facilities, parcels of land, and equipment, with remaining terms ranging from less than one year to approximately 12.4 years. The land and facility leases include renewal options. The renewal options are included in the lease term only for those sites or locations in which they are reasonably certain to be renewed. Equipment renewals are not considered reasonably certain to be exercised as they typically renew with significantly different underlying terms. The components of lease expense are as follows (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2025 2024 2025 2024 Lease expense Operating lease expense $ 7,485 $ 7,110 $ 14,813 $ 14,118 Variable lease expense (1) 104 350 326 664 Total lease expense $ 7,589 $ 7,460 $ 15,139 $ 14,782 (1) Represents amounts incurred in excess of the minimum payments required for a certain building lease and for the handling and unloading of railcars for a certain land lease, offset by railcar lease abatements provided by the lessor when railcars are out of service during periods of maintenance or upgrade. 34 Table of Contents Supplemental cash flow information related to operating leases is as follows (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2025 2024 2025 2024 Cash paid for amounts included in the measurement of lease liabilities Operating cash flows from operating leases $ 7,623 $ 7,051 $ 14,995 $ 14,039 Right-of-use assets obtained in exchange for lease obligations Operating leases 4,566 3,955 4,848 11,118 Supplemental balance sheet information related to operating leases is as follows: June 30, 2025 December 31, 2024 Weighted average remaining lease term 3.7 years 4.0 years Weighted average discount rate 5.45 % 5.36 % Aggregate minimum lease payments under the operating lease agreements for the remainder of 2025 and in future years are as follows (in thousands): Year Ending December 31, Amount 2025 $ 14,184 2026 22,310 2027 17,364 2028 8,052 2029 4,378 Thereafter 5,610 Total 71,898 Less: Present value discount ( 6,925 ) Lease liabilities $ 64,973 Other Commitments As of June 30, 2025, the company had contracted future purchases of grain, distillers grains and natural gas valued at approximately $ 178.1 million and future commitments for storage and transportation, valued at approximately $ 33.9 million. During the second quarter of 2025, the company entered into a product financing arrangement with a financial institution in which it received up front payment for corn oil that the company has an obligation to repurchase in weekly increments through January of 2026. As of June 30, 2025, a liability of $ 37.1 million was recorded within product financing arrangement on the consolidated balance sheets. The company has entered into contracts with Tallgrass High Plains Carbon Storage, LLC and its affiliates, related to the construction, development and operation of carbon capture and sequestration projects at our three Nebraska plants, which are expected to be completed in 2025. Payments associated with these contracts are due monthly over a period of twelve years , commencing after the capture facilities are considered in-service. Amounts due under the contracts are based on the achievement of certain project milestones and are subject to termination of all or portions of the contracts. Certain of the future obligations to Tallgrass High Plains Carbon Storage LLC are secured by a leasehold deed of trust, security agreement and assignment of rents and leases. As of June 30, 2025, the company had incurred $ 82.0 million of accumulated construction costs in relation to the projects, presented as property, plant and equipment on the consolidated balance sheet, with an equal and offsetting liability presented as carbon equipment liabilities. 35 Table of Contents Legal The company is currently involved in litigation that has arisen in the ordinary course of business, but does not believe any pending litigation will have a material adverse effect on its financial position, results of operations or cash flows. 14. SUBSEQUENT EVENT Junior Notes and Warrant Amendments On August 10, 2025, the company amended and restated the indenture covering the Junior Notes with BlackRock to extend the maturity date to September 15, 2026, with an amendment fee of 2.5 % to be added to the principal balance of the Junior Notes, payable at the maturity date. 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. 36 Table of Contents