What changed in this filing

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Item 1. Financial Statements

2025-11-05 compared with 2025-08-11 · 334 added, 198 removed, 809 unchanged (40% of the section changed)

3 unchanged sentences

(in thousands, except share amounts)

September 30,

2025 December 31,

6 unchanged sentences

Prepaid expenses and other 16,079 27,138

Receivable from sale of equity method investment 24,170 —

Derivative financial instruments 6,977 10,154

3 unchanged sentences

Operating lease right-of-use assets 59,093 72,161

Deferred income taxes, net 26,521 —

Other assets 42,016 98,521

34 unchanged sentences

Three Months Ended

June 30, Six Months Ended

September 30, Nine Months Ended

September 30,

2025 2024 2025 2024

3 unchanged sentences

Selling, general and administrative expenses 29,335 26,710 99,852 92,429

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

Gain on sale of assets, net ( 36,006 ) ( 30,723 ) ( 31,962 ) ( 30,723 )

Depreciation and amortization expenses 24,968 26,070 74,915 69,141

1 unchanged sentence

Total costs and expenses 474,618 602,683 1,719,585 1,881,322

Operating loss ( 28,363 ) ( 17,711 ) ( 90,623 ) ( 62,600 )

Operating income (loss) 33,869 56,052 ( 56,754 ) ( 6,548 )

Other income (expense)

3 unchanged sentences

Total other income (expense) ( 49,347 ) ( 7,874 ) ( 72,076 ) ( 18,360 )

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 )

Income (loss) before income taxes and income (loss) from equity method investees ( 15,478 ) 48,178 ( 128,830 ) ( 24,908 )

Income tax benefit 25,638 825 23,238 769

Income (loss) from equity method investees, net of income taxes 814 ( 366 ) ( 28,302 ) ( 2,384 )

Net income (loss) 10,974 48,637 ( 133,894 ) ( 26,523 )

Net income (loss) attributable to noncontrolling interests ( 952 ) 437 ( 676 ) 1,039

Net income (loss) attributable to Green Plains $ 11,926 $ 48,200 $ ( 133,218 ) $ ( 27,562 )

Earnings per share

Net loss attributable to Green Plains - basic and diluted $ ( 1.09 ) $ ( 0.38 ) $ ( 2.22 ) $ ( 1.19 )

Net income (loss) attributable to Green Plains - basic $ 0.17 $ 0.75 $ ( 1.99 ) $ ( 0.43 )

Net income (loss) attributable to Green Plains - diluted $ 0.17 $ 0.69 $ ( 1.99 ) $ ( 0.43 )

Weighted average shares outstanding

Basic and diluted 66,491 63,933 65,287 63,637

Basic 69,855 63,946 66,826 63,741

Diluted 77,869 71,660 66,826 63,741

See accompanying notes to the consolidated financial statements.

GREEN PLAINS INC.

CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

(unaudited and in thousands)

Three Months Ended

June 30, Six Months Ended

September 30, Nine Months Ended

September 30,

2025 2024 2025 2024

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

Net income (loss) $ 10,974 $ 48,637 $ ( 133,894 ) $ ( 26,523 )

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

Unrealized gains (losses) on derivatives arising during the period, net of tax expense (benefit) of $ 4,080 , ($ 121 ), $ 7,619 and $ 2,001 , respectively

( 12,105 ) 338 ( 22,603 ) ( 6,362 )

2 unchanged sentences

Total other comprehensive income (loss), net of tax ( 6,274 ) 6,390 ( 13,988 ) 6,743

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 )

Comprehensive income (loss) 4,700 55,027 ( 147,882 ) ( 19,780 )

Comprehensive income (loss) attributable to noncontrolling interests ( 952 ) 437 ( 676 ) 1,039

Comprehensive income (loss) attributable to Green Plains $ 5,652 $ 54,590 $ ( 147,206 ) $ ( 20,819 )

See accompanying notes to the consolidated financial statements.

2 unchanged sentences

(unaudited and in thousands)

Six Months Ended

Nine Months Ended

September 30,

Cash flows from operating activities

3 unchanged sentences

Amortization of debt issuance costs and non-cash interest expense 9,691 1,758

Loss on sale of assets 4,044 —

Gain on sale of assets, net ( 31,962 ) ( 30,723 )

Impairment of assets held for sale 10,724 —

Inventory lower of cost or net realizable value adjustment 275 10,086

Deferred income tax expense 2,600 ( 111 )

Loss on extinguishment of debt 35,654 1,763

Deferred income taxes ( 20,538 ) ( 2,122 )

Stock-based compensation 13,728 10,162

1 unchanged sentence

Other 8,850 404

Changes in operating assets and liabilities

Changes in operating assets and liabilities before effects of asset dispositions

Accounts receivable 9,955 19,185

9 unchanged sentences

Proceeds from the sale of assets 184,249 48,879

Proceeds from the sale of equity method investment 23,500 —

Investment in equity method investees, net ( 4,909 ) ( 15,672 )

Net cash used in investing activities ( 32,341 ) ( 55,507 )

Net cash provided by (used in) investing activities 170,976 ( 34,618 )

Cash flows from financing activities

17 unchanged sentences

Continued from the previous page

Six Months Ended

Nine Months Ended

September 30,

Reconciliation of total cash and cash equivalents, and restricted cash

2 unchanged sentences

Total cash and cash equivalents, and restricted cash $ 211,625 $ 251,960

Supplemental investing activities

Assets disposed of in sale $ 150,336 $ 21,358

liabilities relinquished ( 12,101 ) ( 3,456 )

Net assets disposed $ 138,235 $ 17,902

Supplemental disclosures of cash flow

6 unchanged sentences

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.

61 unchanged sentences

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.

Changes in forward purchase contracts and exchange-traded futures and options contracts are recognized as a component of cost of goods sold.

24 unchanged sentences

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.

After the impairment, we have $ 5.5 million of assets held for sale as of September 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

1 unchanged sentence

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

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

balance sheet.

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

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

As of December 31, 2024, the

company's investment in GP Turnkey Tharaldson totaled $ 51.6 million recorded in other assets on the consolidated balance sheet.

Product Financing Arrangement

1 unchanged sentence

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.

As of September 30, 2025, a liability of $ 20.9 million was recorded within product financing arrangement on the consolidated balance sheets.

Carbon Equipment Liabilities

The company has engaged Tallgrass High Plains Carbon Storage, LLC and its affiliates to construct carbon sequestration equipment at its three Nebraska plants in order to maximize tax credit potential related to the production of low carbon fuels.

The equipment build is in process as of September 30, 2025, and the company has executed a financing agreement in which the cost of the project will be paid monthly over 12 years commencing once the facilities are in service.

The company has recorded total project spend to date within carbon equipment liabilities on the consolidated balance sheets.

The facilities are currently estimated to be placed in service in the fourth quarter.

Once the facilities are placed in service, the amounts presented as carbon equipment liabilities will be reclassified and presented as debt on the consolidated balance sheets.

Income Tax Benefit

The company has determined that it qualifies for clean fuel production tax credits allowable under the IRA and OBBB.

The credits are recognized as a tax benefit in the period in which production occurs, and the product is sold in a qualifying manner.

The tax benefit recognized is determined based on the company's CI score to date and the expected sales price of the credits.

The credits are recorded within income tax benefit on the consolidated statements of operations.

Revenue by Source

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

Three Months Ended June 30, 2025

Three Months Ended September 30, 2025

Ethanol Production Agribusiness & Energy

15 unchanged sentences

Total Revenues $ 473,912 $ 40,789 $ ( 6,214 ) $ 508,487

Six Months Ended June 30, 2025

Nine Months Ended September 30, 2025

Ethanol Production Agribusiness & Energy

15 unchanged sentences

Total Revenues $ 1,498,837 $ 182,149 $ ( 18,155 ) $ 1,662,831

Three Months Ended June 30, 2024

Three Months Ended September 30, 2024

Ethanol Production Agribusiness & Energy

15 unchanged sentences

Total Revenues $ 564,639 $ 101,860 $ ( 7,764 ) $ 658,735

Six Months Ended June 30, 2024

Nine Months Ended September 30, 2024

Ethanol Production Agribusiness & Energy

17 unchanged sentences

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.

Revenues from Customer A represented 71 % and 37 % of total revenues for the three and nine months ended September 30, 2025, respectively, recorded within the ethanol production segment.

For the three and nine months ended September 30, 2024, Customer B represented 13 % of total revenues recorded within the ethanol production segment.

MERGER AND DISPOSITIONS

Green Plains Obion LLC Disposition

On August 27, 2025, Green Plains Inc.

announced that its wholly owned subsidiary, Green Plains Obion LLC, entered into an asset purchase agreement for the sale of the ethanol plant located in Rives, Tennessee, to POET Biorefining - Obion, LLC.

On September 25, 2025, the company closed on the sale and received proceeds of $ 170 million plus related working capital of $ 13.8 million (the “POET Transaction”).

A gain of $ 36.0 million was recorded in gain on sale of assets, net on the consolidated statements of operations.

The proceeds from the sale were used to repay the outstanding balance of the junior secured mezzanine notes due 2026 and to supplement corporate liquidity.

The company incurred transaction costs of $ 5.2 million related to the POET Transaction during the three and nine months ended September 30, 2025.

These costs consisted primarily of financial advisory services, legal services and other professional fees, and were recorded as a reduction of gain on sale of assets, net.

The assets sold and liabilities transferred of the POET Transaction at closing on September 25, 2025 were as follows (in thousands):

Amounts of Identifiable Assets Disposed and Liabilities Relinquished

Prepaid expenses and other 21

Derivative financial instruments 14

Property and equipment 127,077

Operating lease right-of-use assets 3,739

Accounts payable ( 5,462 )

Accrued and other liabilities ( 2,243 )

Operating lease current liabilities ( 1,687 )

Operating lease long-term liabilities ( 2,052 )

Total identifiable net assets disposed $ 138,235

The amounts reflected above represent preliminary amounts subject to post-closing working capital adjustments, which had not been finalized as of September 30, 2025.

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.

The company recorded a pretax loss on the sale of $ 4.0 million during the nine months ended September 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.

2 unchanged sentences

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.

Proceeds from the disposal are estimated at $ 25.0 million.

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.

A preliminary pretax loss of $ 26.2 million was recorded during the nine months ended September 30, 2025 within loss from equity method investees, net of income taxes on the consolidated statements of operations.

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.

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.

1 unchanged sentence

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.

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 nine months ended September 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.

For the nine months ended September 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 nine months ended September 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.

Disposition of Birmingham Terminal

On September 30, 2024, the company completed the sale of the terminal located in Birmingham, Alabama and certain related assets and transfer of liabilities (the "Birmingham Transaction") for a sale price of $ 47.5 million, plus working capital of $ 1.2 million.

The company recorded a pretax gain on the sale of $ 30.7 million.

The proceeds from the sale were used to repay the outstanding balance of the Green Plains Partners term loan due July 20, 2026.

The assets sold and liabilities transferred of the Birmingham Transaction at closing on September 30, 2024 were as follows (in thousands):

Amounts of Identifiable Assets Disposed and Liabilities Relinquished

Prepaid expenses and other $ 1,209

Property and equipment 7,012

Operating lease right-of-use assets 2,208

Goodwill 10,598

Operating lease current liabilities ( 427 )

Operating lease long-term liabilities ( 2,312 )

Other liabilities ( 556 )

Total identifiable net assets disposed $ 17,732

FAIR VALUE DISCLOSURES

1 unchanged sentence

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

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

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

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

4 unchanged sentences

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

Fair Value Measurements at June 30, 2025

Fair Value Measurements at September 30, 2025

Quoted Prices in

15 unchanged sentences

$ — $ 14,792 $ — $ 14,792

Accrued and other liabilities (3)

— 4,667 — 4,667

Derivative financial instruments - liabilities — 6,497 — 6,497

Other liabilities (3)

— 1,420 — 1,420

Total liabilities measured at fair value $ — $ 25,991 $ — $ 25,991

19 unchanged sentences

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.

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

(2) Accounts payable is generally stated at historical amounts with the exception of $ 14.8 million and $ 23.2 million at September 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.

(3) Accrued and other liabilities includes $ 4.7 million and $ 2.1 million at September 30, 2025 and December 31, 2024, respectively, while other liabilities includes $ 1.0 million of consideration related to potential earn-out payments recorded at fair value at December 31, 2024.

As of September 30, 2025, the fair value of the company’s debt was approximately $ 331.7 million compared with a book value of $ 353.4 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 company believes the fair value of its accounts receivable approximated book value, which was $ 84.9 million and $ 94.9 million at September 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.

2 unchanged sentences

(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.

Corporate activities include selling, general and administrative expenses, consisting primarily of compensation, professional fees, overhead costs, gain on sale of assets, net, 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.

3 unchanged sentences

however, they do not impact the company’s consolidated results since the revenues and corresponding costs are eliminated.

The Chief Operating Decision Maker ("CODM") for the company is the Interim Principal Executive Officer.

The Chief Operating Decision Maker ("CODM") for the company is the Chief 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.

4 unchanged sentences

Three Months Ended

June 30, Six Months Ended

September 30, Nine Months Ended

September 30,

2025 2024 2025 2024

12 unchanged sentences

Three Months Ended

June 30, Six Months Ended

September 30, Nine Months Ended

September 30,

2025 2024 2025 2024

6 unchanged sentences

Three Months Ended

June 30, Six Months Ended

September 30, Nine Months Ended

September 30,

2025 2024 2025 2024

4 unchanged sentences

Three Months Ended

June 30, Six Months Ended

September 30, Nine Months Ended

September 30,

2025 2024 2025 2024

5 unchanged sentences

848 4,121 2,384 5,112

$ 24,968 $ 26,070 $ 74,915 $ 69,141

Three Months Ended

June 30, Six Months Ended

September 30, Nine Months Ended

September 30,

2025 2024 2025 2024

7 unchanged sentences

$ 33,869 $ 56,052 $ ( 56,754 ) $ ( 6,548 )

(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):

(1) Ethanol production includes inventory lower of cost or net realizable value adjustments of $ 0.3 million and $ 10.1 million for the three and nine months ended September 30, 2025 and 2024, respectively.

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

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

(4) Depreciation and amortization for corporate activities includes impairment of a research and development technology intangible asset of $ 3.5 million for the three and nine months ended September 30, 2024.

(5) Ethanol production includes impairment of assets held for sale of $ 10.7 million for the nine months ended September 30, 2025.

(6) Corporate activities includes $ 1.5 million and $ 13.5 million of restructuring costs for the three and nine months ended September 30, 2025, respectively, as a result of the company's cost reduction initiative, including severance related to the departure of its former CEO.

(7) Corporate activities include a pretax gain on sale of assets, net of $ 36.0 million and $ 32.0 million for the three and nine months ended September 30, 2025, respectively, and $ 30.7 million for the three and nine months ended September 30, 2024.

During the three and nine months ended September 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

September 30, 2025

Ethanol production Agribusiness and energy services Corporate activities Subtotal

3 unchanged sentences

Total restructuring costs $ 257 913 1,539 $ 2,709

Six Months Ended

June 30, 2025

Nine Months Ended

September 30, 2025

Ethanol production Agribusiness and energy services Corporate activities Subtotal

3 unchanged sentences

Total restructuring costs $ 3,076 3,701 15,038 $ 21,815

The following tables reconcile EBITDA, our segment measure of profit or loss, to net loss (in thousands).

The following tables reconcile EBITDA, our segment measure of profit or loss, to net income (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

September 30, 2025

Ethanol production Agribusiness and energy services Subtotal

4 unchanged sentences

Unallocated corporate expenses (1)

Income tax expense, net of equity method income tax benefit ( 1,885 )

Net loss $ ( 72,227 )

Six Months Ended

June 30, 2025

Income tax benefit, net of equity method income tax expense 25,631

Net income (loss) $ 10,974

Nine Months Ended

September 30, 2025

Ethanol production Agribusiness and energy services Subtotal

4 unchanged sentences

Unallocated corporate expenses (1)

Income tax expense, net of equity method income tax benefit ( 1,720 )

Net loss $ ( 144,868 )

Income tax benefit, inclusive of equity method income tax benefit 23,911

Net income (loss) $ ( 133,894 )

Three Months Ended

June 30, 2024

September 30, 2024

Ethanol production Agribusiness and energy services Subtotal

5 unchanged sentences

Income tax expense, net of equity method income tax benefit 1,478

Net loss $ ( 24,038 )

Six Months Ended

June 30, 2024

Net income (loss) $ 48,637

Nine Months Ended

September 30, 2024

Ethanol production Agribusiness and energy services Subtotal

5 unchanged sentences

Income tax expense, net of equity method income tax benefit 1,422

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.

Net income (loss) $ ( 26,523 )

(1) Corporate expenses include selling, general administrative expenses, depreciation and amortization, gain on sale of assets, net, 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 sale of equity method investment.

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

September 30,

2025 December 31,

7 unchanged sentences

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.

There was a $ 0.3 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 September 30, 2025 and December 31, 2024, respectively.

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

September 30,

2025 December 31,

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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.

At September 30, 2025, the company’s consolidated balance sheet reflected unrealized losses of $ 13.0 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.

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Fair Value Liability Derivatives'

September 30,

2025 December 31,

2024 June 30,

2024 September 30,

2025 December 31,

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Total $ 6,126 $ 10,154 $ 6,532 $ 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.

(1) At September 30, 2025, derivative financial instruments, as reflected on the balance sheet, includes net unrealized gains on exchange-traded futures and options contracts of $ 0.9 million and the balance representing economic hedges.

(2) At September 30, 2025, derivative financial instruments, as reflected on the balance sheet, includes net unrealized losses on exchange-traded futures and options contracts of $ 21.2 million, which included $ 16.6 million of net unrealized losses on derivative financial instruments designated as cash flow hedging instruments, $ 1.2 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

Effect of Derivative Instruments on Consolidated Balance Sheets, Consolidated Statements of Operations and Consolidated Statements of Comprehensive Income (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):

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Comprehensive Income into Income Three Months Ended

June 30, Six Months Ended

September 30, Nine Months Ended

September 30,

2025 2024 2025 2024

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Cost of goods sold ( 6,627 ) ( 13,088 ) ( 10,325 ) ( 26,109 )

Net loss recognized in loss before income taxes $ ( 3,674 ) $ ( 2,298 ) $ ( 3,723 ) $ ( 9,285 )

Income (loss) recognized in income (loss) before income taxes $ ( 7,796 ) $ ( 7,942 ) $ ( 11,519 ) $ ( 17,227 )

Amount of Gain (Loss) Recognized in Other Comprehensive Income on Derivatives

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Derivatives Three Months Ended

June 30, Six Months Ended

September 30, Nine Months Ended

September 30,

2025 2024 2025 2024

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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.

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.

Fair value estimates are based on exchange-quoted prices, adjusted as appropriate for regional location basis value, which represent differences in local markets including transportation as well as quality or grade differences.

Amount of Gain (Loss)

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on Derivatives Three Months Ended

June 30, Six Months Ended

September 30, Nine Months Ended

September 30,

2025 2024 2025 2024

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Forwards Cost of goods sold 4,090 6,781 ( 3,762 ) 90

Net gain (loss) recognized in loss before income taxes $ 4,490 $ ( 2,803 ) $ 1,359 $ ( 700 )

Net gain (loss) recognized in income (loss) before income taxes $ ( 8,310 ) $ 22,297 $ ( 6,951 ) $ 21,597

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

September 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 Assets Carrying Amount of the Hedged Assets Cumulative Amount of Fair Value Hedging Adjustment Included in the Carrying Amount of the Hedged Assets

Inventories $ 14,241 $ ( 618 ) $ 48,500 $ 8,166

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,

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

Revenue Cost of

Goods Sold Revenue Cost of

Loss on cash flow hedging relationships

Gain (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 )

Amount of gain (loss) on exchange-traded futures reclassified from accumulated other comprehensive income into income $ ( 1,169 ) $ ( 6,627 ) $ 5,146 $ ( 13,088 )

Gain (loss) on fair value hedging relationships

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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 $ ( 1,169 ) $ ( 5,775 ) $ 5,146 $ ( 11,962 )

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

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

Revenue Cost of

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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 $ ( 1,194 ) $ ( 7,610 ) $ 8,882 $ ( 25,926 )

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

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

Exchange-Traded (1)

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Futures 58,545 (3)

Futures ( 1,555 ) (4)

Futures ( 33,810 ) Gallons Ethanol

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MmBTU Natural Gas

Options 499 Bushels Corn

Futures ( 26,640 ) Pounds Soybean Oil

Futures ( 1,000 ) Bushels Soybeans

Options 3,931 Gallons Ethanol

Options 1,034 Bushels Soybeans

Options 200 MmBTU Natural Gas

Forwards 25,209 — Bushels Corn

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

Included in revenues are net gains of $ 2.7 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.

Included in revenues are net gains of $ 3.4 million and net gains of $ 8.7 million for the three and nine months ended September 30, 2025, respectively, and net gains of $ 1.0 million and $ 3.3 million for the three and nine months ended September 30, 2024, respectively, on energy trading contracts.

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

September 30,

2025 December 31,

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Junior secured mezzanine notes due 2026 (2)

127,500 125,000

Green Plains Shenandoah

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Total long-term debt $ 306,372 $ 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.

(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.

(1) The 2.25 % notes had $ 1.8 million and $ 2.7 million of unamortized debt issuance costs as of September 30, 2025 and December 31, 2024, respectively.

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

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

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

September 30,

2025 December 31,

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

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

There was no outstanding balance on the facility as of September 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.

The fair value of these warrants was initially recorded as debt issuance costs and has been fully amortized and recorded within interest expense during the nine months ended September 30, 2025.

Ethanol Production Segment

On February 9, 2021, Green Plains SPE LLC, a wholly-owned special purpose subsidiary and parent of Green Plains Obion and Green Plains Mount Vernon, issued $ 125.0 million of junior secured mezzanine notes due 2026 (the “Junior Notes”) with BlackRock, a holder of a portion of the company’s common stock.

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 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.

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

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

These costs will be amortized through May 2026.

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

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

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

The Junior Notes 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.

These costs were to be amortized through May 2026.

As of July 31, 2025, the Junior Notes were also secured by a pledge of the membership interests in, the assets and the real property owned by Green Plains Madison LLC, Green Plains Superior LLC, Green Plains Fairmont LLC, Green Plains Otter Tail LLC, Green Plains Wood River and Green Plains York LLC, as well as the assets and membership interests of Fluid Quip Mechanical, LLC.

The Junior Notes accrued interest at an annual rate of 11.75 % through August 9, 2025.

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 %, or $ 3.2 million , added to the principal balance of the Junior Notes, payable at the maturity date.

The interest rate was increased by 0.5 % after the amendment, and subject to an additional 0.5 % each quarter on each scheduled interest payment date.

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

The amendment added 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.

The amendment also included 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 obligated 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 was due upon maturity.

Green Plains SPE LLC was required to comply with certain financial covenants regarding minimum liquidity at Green Plains and a maximum aggregate loan to value.

The Junior Notes could have been retired or refinanced after 42 months with no prepayment premium.

The Junior Notes had an unsecured parent guarantee from the company and had certain limitations on distributions, dividends or loans to the company unless there will not exist any event of default.

The amendment to the Junior Notes was determined to be a substantial change under ASC 470, Debt , and triggered debt extinguishment treatment.

In total, a loss on debt extinguishment of $ 35.7 million was recorded within interest expense during the three and nine months ended September 30, 2025.

The loss includes the write-off of unamortized debt issuance costs at the retirement date of the Junior Notes, the fair value of the 3,250,000 million warrants issued on August 10, 2025 and the 2.5 % amendment fee.

On September 25, 2025, proceeds from the POET Transaction were used to fully retire the Junior Notes.

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.

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The loan is guaranteed by the company and has certain limitations on distributions, dividends or loans to Green Plains by Shenandoah unless immediately after giving effect to such action, there will not exist any event of default.

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

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

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

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

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

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

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

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

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

At September 30, 2025, the interest rate on the Facility was 7.16 %.

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.

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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 %.

At September 30, 2025, the interest rate on the facility was 5.88 %.

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.

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.

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

Covenant Compliance

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

The company was in compliance with its debt covenants as of September 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.

At September 30, 2025, there were approximately $ 48.9 million of net assets at the company’s subsidiaries that could not be transferred to the parent company in the form of dividends, loans or advances due to restrictions contained in the credit facilities of these subsidiaries.

STOCK-BASED COMPENSATION

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Restricted Stock Awards and Deferred Stock Units

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

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

Deferred Stock

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Vested ( 509,260 ) 21.92

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

Non-Vested at September 30, 2025 1,189,852 $ 8.34 1.9

Performance Share Awards

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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.

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 %, and 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 for 2025 and 2024, respectively.

Off-cycle awards of performance shares occurred on August 19, 2025.

A portion of the off-cycle awards contained 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 in applying the Monte Carlo valuation model for off-cycle performance share awards include a risk free rate of 3.69 %, dividend yields of 0 %, expected volatility of 58.0 %, and closing price of the date of grant of $ 8.34 , resulting in an estimated fair value of $ 12.89 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.

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 962,030 performance shares which represents 200 % of the 481,015 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.

This excludes an additional 69,959 performance shares granted to the Chief Legal and Administration Officer and Corporate Secretary 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.

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

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

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

Shares Weighted-

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Vested ( 306,157 ) 24.73

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

Non-Vested at September 30, 2025 550,974 $ 12.82 2.0

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.

Compensation costs for the stock-based payment plan were $ 2.6 million and $ 13.7 million for the three and nine months ended September 30, 2025, respectively, and $ 3.6 million and $ 10.2 million for the three and nine months ended September 30, 2024, respectively, with the increase primarily driven by accelerated vesting for the company's former CEO.

At September 30, 2025, there was $ 10.8 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 2.1 years.

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Three Months Ended

June 30, Six Months Ended

September 30, Nine Months Ended

September 30,

2025 2024 2025 2024

Net income (loss) attributable to Green Plains $ 11,926 $ 48,200 $ ( 133,218 ) $ ( 27,562 )

Weighted average shares outstanding - basic (1)

69,855 63,946 66,826 63,741

EPS - basic $ 0.17 $ 0.75 $ ( 1.99 ) $ ( 0.43 )

EPS - diluted

Net loss attributable to Green Plains $ 11,926 $ 48,200 $ ( 133,218 ) $ ( 27,562 )

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)

Interest and amortization on 2.25% convertible notes due 2027, net of tax effect 1,214 1,209 — —

Net income (loss) attributable to Green Plains - diluted $ 13,140 $ 49,409 $ ( 133,218 ) $ ( 27,562 )

Weighted average shares outstanding - basic 69,855 63,946 66,826 63,741

Effect of dilutive 2.25% convertible notes due 2027 7,273 7,273 — —

Effect of dilutive stock-based compensation awards 741 441 — —

Weighted average shares outstanding - diluted 77,869 71,660 66,826 63,741

EPS - diluted $ 0.17 $ 0.69 $ ( 1.99 ) $ ( 0.43 )

Anti-dilutive weighted-average convertible debt, certain warrants and stock-based compensation (2)

— — 7,910 7,687

(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.

(1) For the three and nine months ended September 30, 2025, weighted average shares outstanding - basic includes the impact of 750,000 warrants outstanding as of September 30, 2025 that have an exercise price of $ 0.01 .

(2) For the nine months ended September 30, 2025 and 2024, respectively, the effects related to the company's 2.25 % convertible notes due in 2027, certain warrants and certain stock-based compensation awards were excluded from diluted EPS as the inclusion of these shares would have been anti-dilutive.

STOCKHOLDERS’ EQUITY

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

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

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

BlackRock Warrants

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 company entered into an amendment on its Junior Notes on May 7, 2025, and the warrants ("2029 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.

On August 10, 2025, in conjunction with extending the maturity date of the Junior Notes, 3,250,000 warrants ("2035 warrants") were issued with an exercise price of $ 0.01 and a maturity date of August 10, 2035.

Of the total, 2,500,000 of these warrants were equity-based and the fair value of the warrants was recorded in additional paid-in capital, and 750,000 were liability-based and the fair value of warrants was initially recorded in other liabilities.

On August 18, 2025, 1,250,000 of the 2029 warrants and 750,000 of the 2035 warrants were exercised.

On September 8, 2025, the remaining 2,500,000 2035 warrants were fully exercised and the fair value of the liability-based warrants was reclassified from other liabilities to additional paid-in capital.

The company recognized $ 2.0 million of expense due to the revaluation of liability-based warrants, which was recorded in other, net on the consolidated statements of operations

during the three and nine months ended September 30, 2025.

At September 30, 2025, 750,000 of the 2029 warrants remain outstanding.

Ancora Warrants

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

These warrants were equity-based and recorded in additional paid-in capital.

On August 29, 2025, all of the Ancora warrants were exercised and none remained outstanding.

Other Warrants

Other warrants issued in 2021 totaling 550,000 have a strike price of $ 22.00 .

The expiration dates are December 8, 2025 for 275,000 warrants and February 9, 2026 for 275,000 warrants.

Of the total, 275,000 of the 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.

The other 275,000 are equity-based, are all exercisable, and remain outstanding.

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.

As a result of the Merger, for the nine months ended September 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):

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

Common Stock Additional

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

Net loss — — — 11,926 — — — 11,926 ( 952 ) 10,974

Other comprehensive loss before reclassification — — — — ( 12,105 ) — — ( 12,105 ) — ( 12,105 )

Amounts reclassified from accumulated other comprehensive loss — — — — 5,831 — — 5,831 — 5,831

Other comprehensive loss, net of tax — — — — ( 6,274 ) — — ( 6,274 ) — ( 6,274 )

Investment in subsidiaries — — — — — — — — 1,726 1,726

Issuance of warrants — — 18,475 — — — — 18,475 — 18,475

Exercises of warrants 6,276 6 7,576 — — — — 7,582 — 7,582

Stock-based compensation 65 1 2,033 — — — — 2,034 — 2,034

Balance, September 30, 2025 74,734 $ 75 $ 1,264,553 $ ( 451,516 ) $ ( 13,015 ) 2,805 $ ( 31,174 ) $ 768,923 $ 6,026 $ 774,949

Common Stock Additional

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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 )

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

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

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

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

Net loss — — — 48,200 — — — 48,200 437 48,637

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

Other comprehensive income before reclassification — — — — 338 — — 338 — 338

Amounts reclassified from accumulated other comprehensive loss — — — — 6,052 — — 6,052 — 6,052

Other comprehensive income, net of tax — — — — 6,390 — — 6,390 — 6,390

Investment in subsidiaries — — — — — — — — ( 481 ) ( 481 )

Stock-based compensation ( 4 ) — 3,554 — — — — 3,554 — 3,554

Balance, September 30, 2024 67,457 $ 67 $ 1,216,399 $ ( 263,363 ) $ 3,583 2,805 $ ( 31,174 ) $ 925,512 $ 13,449 $ 938,961

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

Three Months Ended

June 30, Six Months Ended

June 30, Statements of

September 30, Nine Months Ended

September 30, Statements of

Classification

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(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)

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

(4) Income tax benefit

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

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

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

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

The IRA significantly expands clean energy related tax credits and permits more flexibility for taxpayers to use the credits with direct-pay and transferable credit options.

The 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 domestic 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.

The company will benefit from the reinstatement of permanent expensing of domestic research and development costs and the higher EBITDA cap on the deduction for interest expense, as well as the extension of the tax credit for Clean Fuel Production under Section 45Z to December 31, 2029.

The Section 45Z clean fuel production credit is a general business credit under Section 38 that is allowed with respect to clean transportation fuel produced domestically after December 31, 2024, and before December 31, 2029.

This credit, which was part of the Inflation Reduction Act of 2022, and subsequently extended by the OBBB, incentivizes the production of clean fuels at our plants that reduce GHG emissions below a CI score of 50.

The tax credit is calculated by multiplying the gallons of clean transportation fuel produced times the CI emission factor times the applicable credit rate per gallon ($0.20 for non-SAF transportation fuel, or $1.00 if the taxpayer satisfies the prevailing wage requirements under Section 45).

The company expects that it is more-likely-than-not that prevailing wage requirements will be met for 2025 for six facilities and has calculated the credit at the highest credit rate.

On September 16, 2025, the company entered into an agreement, pursuant to which the company agreed to supply production tax credits available under Section 45Z to a buyer from the production of the company's ethanol at its Nebraska facilities between January 1, 2025 and December 31, 2025.

Under the agreement, the company expects to deliver up to $ 65 million worth of credits, upon satisfaction of certain conditions.

The final proceeds are dependent on actual production and the final CI score at the company's facilities.

Based on production and CI scores for the nine months ended September 30, 2025, the company recorded an income tax benefit of $ 26.5 million, net of a valuation allowance, related to 45Z production tax credits.

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

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The company's valuation allowance on deferred tax assets increased by a corresponding amount, which did not have a material impact on the company's consolidated financial statements.

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

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.

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.

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Three Months Ended

June 30, Six Months Ended

September 30, Nine Months Ended

September 30,

2025 2024 2025 2024

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Total lease expense $ 8,209 $ 7,724 $ 23,348 $ 22,506

(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.

(1) Represents amounts incurred in excess of the minimum payments required for a certain building and land leases and for the handling and unloading of railcars offset by railcar lease abatements provided by the lessor when railcars are out of service during periods of maintenance or upgrade.

Supplemental cash flow information related to operating leases is as follows (in thousands):

Three Months Ended

June 30, Six Months Ended

September 30, Nine Months Ended

September 30,

2025 2024 2025 2024

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Operating leases 6,169 7,753 11,017 17,491

Right-of-use assets and lease obligations derecognized due to lease modifications:

Right-of-use assets (1)

3,739 2,208 3,739 2,208

Lease obligations (1)

3,739 2,739 3,739 2,739

(1) Amounts presented in 2025 are related to the Obion Transaction, while amounts in 2024 relate to the Birmingham Transaction.

Derecognition of right-of-use assets and lease obligations for both dispositions is related to railcar operating leases.

Supplemental balance sheet information related to operating leases is as follows:

September 30,

2025 December 31,

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Year Ending December 31, Amount

2025 $ 14,184

Thereafter 6,155

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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.

As of September 30, 2025, the company had contracted future purchases of grain, distillers grains and natural gas valued at approximately $ 152.9 million and future commitments for storage and transportation, valued at approximately $ 30.3 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.

As of September 30, 2025, a liability of $ 20.9 million was recorded within product financing arrangement on the consolidated balance sheets.

Payments associated with these contracts are due monthly over a period of twelve years , commencing after the capture facilities are considered in-service.

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Certain of the future obligations to Tallgrass High Plains Carbon Storage LLC are secured by a leasehold deed of trust, security agreement and assignment of rents and leases.

As of 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.

As of September 30, 2025, the company had incurred $ 117.5 million of accumulated construction costs in relation to the projects, presented as property, plant and equipment on the consolidated balance sheet, with offsetting liability presented as carbon equipment liabilities on the consolidated balance sheets.

We currently estimate that annualized payments would total $ 17.8 million.

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

SUBSEQUENT EVENT

Junior Notes and Warrant Amendments

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

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

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

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

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

SUBSEQUENT EVENTS

CCS Commencing Operations

CCS equipment at our York, Nebraska, plant began operations on October 14, 2025, and is delivering biogenic carbon dioxide to the Tallgrass Trailblazer pipeline for permanent sequestration.

Successful sequestration will allow the company to further reduce its CI, triggering an increase in the amount of income tax benefit recognizable from 45Z production tax credits in future periods.

Convertible Debt Exchange

On October 27, 2025, the company executed separate, privately negotiated exchange agreements with certain of the holders of its existing 2.25 % Convertible Senior Notes due 2027 (or the “2027 Notes”) to exchange (or the “exchange transactions”) $ 170 million aggregate principal amount of the 2027 Notes for $ 170 million of newly issued 5.25 % Convertible Senior Notes due November 2030 (or the “2030 Notes”).

Additionally, the company completed separate, privately negotiated subscription agreements pursuant to which it issued $ 30 million of 2030 Notes for $ 30 million in cash

(the “subscription transactions”).

$ 200 million in aggregate principal amount of the 2030 Notes is now outstanding, and $ 60 million in aggregate principal amount of the 2027 Notes remains outstanding with existing terms unchanged.

The company used approximately $ 30 million of the net proceeds from the subscription transactions to repurchase approximately 2.9 million shares of its common stock from certain holders participating in the subscription transactions.

The 2030 Notes will bear interest at a rate of 5.25 % per year, payable on May 1 and November 1 of each year, beginning May 1, 2026.

The notes will be general senior, unsecured obligations of the company.

The initial conversion rate of the 2030 Notes is 63.6132 shares of common stock per $1,000 principal amount of 2030 Notes (equivalent to an initial conversion price of approximately $ 15.72 per share of common stock, which represents a conversion premium of approximately 50 % over the offering price of our common stock), and is subject to customary anti-dilution adjustments.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1. Financial Statements