What changed in this filing

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Item 2. Management’s Discussion and Analysis

2025-11-05 compared with 2025-08-11 · 264 added, 204 removed, 357 unchanged (57% of the section changed)

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Specifically, we may experience fluctuations in future operating results due to a number of economic conditions and other factors, including:

the status, expected timing, and expected outcome of our Board of Directors' ongoing review of strategic alternatives;

the failure to realize the anticipated results from the new products being developed;

the failure to realize the anticipated costs savings or other benefits of the Merger;

local, regional and national economic conditions and the impact they may have on the company and its customers;

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any non-performance by customers and counterparties of their contractual obligations;

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

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

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risks associated with merchant trading;

risks related to our equity method investees;

the results of any reviews, investigations or other proceedings by government authorities;

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We caution investors not to place undue reliance on forward-looking statements, which represent management’s views as of the date of this report or documents incorporated by reference.

Green Plains is an Iowa corporation, founded in June 2004 as a producer of low-carbon fuels and has grown to be a leading biorefining company maximizing the potential of existing resources through fermentation and patented agribusiness technologies.

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

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

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

Incorporated in Iowa, Green Plains is a renewable fuels and agricultural technology company focused on producing low-cost, low-CI ethanol and related co-products, including high protein feeds and corn oil from locally sourced corn.

Our goal is to create value through an operational excellence focus including disciplined operations, cost leadership and carbon reduction as we position the company to benefit from expanding low-carbon fuel markets.

Founded in 2004, Green Plains now owns nine strategically located plants across the Midwest, capable of processing approximately 264 million bushels of corn annually, when all plants are operating.

Today, our focus is on operating safely, efficiently and cost-effectively while reducing the CI of our products and maintaining financial flexibility to support long-term growth.

During the year, under new leadership, the company completed targeted asset sales, strengthened liquidity and reduced debt, positioning Green Plains to capture value from the next phase of the low-carbon transition.

Our streamlined platform is positioned to create value through our focus on operational excellence, continuous improvement and disciplined capital allocation.

We group our business activities into the following two operating segments to manage performance:

• Ethanol Production.

Our ethanol production segment includes the production, storage and transportation of ethanol, distillers grains, Ultra-High Protein and renewable corn oil at ten biorefineries in Illinois, Indiana, Iowa, Minnesota, Nebraska and Tennessee.

At capacity, our ten facilities are capable of processing approximately 310

million bushels of corn per year and producing approximately 903 million gallons of ethanol, 2.2 million tons of distillers grains and Ultra-High Protein, and 310 million pounds of renewable corn oil, a low-carbon feedstock for biodiesel, renewable diesel and SAF.

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

Our ethanol production segment includes the production, storage and transportation of ethanol, distillers grains, Ultra-High Protein and renewable corn oil at nine biorefineries in Illinois, Indiana, Iowa, Minnesota and Nebraska.

At capacity, our nine facilities are capable of processing approximately 264 million bushels of corn per year and producing approximately 783 million gallons of ethanol, 1.8 million tons of distillers grains and Ultra-High Protein, and 271 million pounds of renewable corn oil, a low-carbon feedstock for biodiesel, renewable diesel and SAF.

Our eight facilities currently in operation are capable of processing approximately 223 million bushels of corn and producing 664 million gallons of ethanol, 1.5 million tons of distillers grains and Ultra-High Protein, and 230 million pounds of renewable corn oil.

• Agribusiness and Energy Services.

Our agribusiness and energy services segment includes grain procurement, with approximately 20.2 million bushels of grain storage capacity, and our commodity marketing business, which markets, sells and distributes the ethanol, distillers grains and renewable corn oil produced at our ethanol plants.

We also buy and sell ethanol, distillers grains, renewable corn oil, grain, natural gas and other commodities in various markets.

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

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

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

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

In addition, we are exploring alternatives for biogenic carbon dioxide utilization where pipeline transport or direct injection may not be feasible.

Reducing the CI of our ethanol could allow us to benefit from state, federal and foreign clean fuel programs, including LCFS programs at the state level and federal tax credits under the IRA, including the 45Z Clean Fuel Production Credit, and could position our low-carbon ethanol as a potential feedstock for ATJ pathways to produce SAF.

SAF is a drop-in fuel, chemically identical to petroleum-based jet fuel and can be blended into the fuel supply at varying levels.

There is an increasing focus on using this fuel to reduce the carbon footprint of air travel.

SAF can be produced from vegetable and waste oil feedstocks, such as our renewable corn oil.

Additionally, ATJ technologies are emerging and being commercialized that use low-CI ethanol as a feedstock to produce SAF.

In January 2023, Green Plains, United Airlines and Tallgrass formed a joint venture, Blue Blade Energy, to explore development and commercialization of ATJ SAF.

We have installed and are operating FQT MSC™ technology at five of our biorefineries.

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

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

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

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

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

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

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

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

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

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

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

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

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

Our agribusiness and energy services segment includes grain procurement, storage and commodity marketing.

We market our ethanol through a 3 rd party and also sell and distribute our ethanol plant co-products, including distillers grains and corn oil.

We also buy and sell natural gas and other commodities in various markets.

Our carbon reduction strategy plays a central role in achieving lower CI biofuel production and participation in various clean fuel programs.

Carbon capture and storage ("CCS") is operational at our York, Nebraska facility with additional systems expecting to be online at Central City and Wood River, Nebraska during the fourth quarter of 2025.

These plants are connected to the Tallgrass Trailblazer CO2 Pipeline, while our Iowa and Minnesota locations are committed to CCS through Summit Carbon Solutions, which publicly projects operations commencing in 2028.

CCS initiatives are expected to significantly lower CI across our platform.

Based on current CI score estimates, all Green Plains facilities are expected to qualify for the Section 45Z Clean Fuel Production Credit beginning in 2026, with six facilities expected to qualify in 2025, inclusive of three non-CCS facilities.

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

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

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

margins are compressed.

We use a range of risk management tools and hedging strategies to monitor price risk exposure at our ethanol plants and mitigate commodity volatility.

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

Recent Developments

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.

In late October 2025, carbon capture facilities in Central City and Wood River, Nebraska began commissioning and ramping up following successful system validation and startup activities.

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 (the “2027 Notes”) to exchange (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 (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.

Production Tax Credits

The company expects to benefit from certain clean energy related tax credits as a result of recent changes in legislation.

All eight of our operating ethanol plants do or will qualify for 45Z production tax credits under Section 45Z

with six positioned to claim credits in 2025 and all eight in 2026.

Based on production and CI scores for the nine months ended September 30, 2025, the company recorded income tax benefit of $26.5 million, net of a valuation allowance, related to 45Z production tax credits at certain plants within deferred income taxes, and expects to benefit from certain energy related tax credits in future years.

Tax Credit Purchase Agreement

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.

Based on current expectations for production volumes and eligible gallons, the agreement and term sheet combined are expected to generate between $40 and $50 million in 2025 Section 45Z adjusted EBITDA, net of discounts and applicable operating expenses, with the first credits recorded in the third quarter of 2025.

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

Green Plains Obion LLC Disposition

On August 27, 2025, the company 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 (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 Notes due 2026 and to supplement corporate liquidity.

Junior Notes and Warrant Amendments

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

The interest rate will increase by 0.5% after the amendment, and by an additional 0.5% each quarter on each scheduled interest payment date, with the next interest payment date being September 15, 2025.

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

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

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% added to the principal balance of the Junior Notes, payable at the maturity date.

The interest rate increased by 0.5% after the amendment, and by 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.

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

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.

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

As of September 30, 2025, 1,250,000 of the 2029 warrants and 2,000,000 of the 2035 warrants were exercised leaving 750,000 of the 2029 warrants outstanding.

These outstanding warrants were subsequently exercised on October 3, 2025.

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

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

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On June 30, 2025, the company sold its 50% investment in GP Turnkey Tharaldson LLC for $25.0 million.

Proceeds receivable from the disposal were $24.2 million as of June 30, 2025.

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

Proceeds from the sale were received during July 2025.

A preliminary pretax loss of $26.2 million was recorded during the nine months ended September 30, 2025.

Product Financing Arrangement

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

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

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

Ancora Credit Facility and Warrants

On May 7, 2025, the company entered into a secured $30 million revolving credit facility with Ancora Alternatives LLC, that matured on July 30, 2025.

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

The facility bore interest at 10% on borrowings and had a 0.5% fee on the unused

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

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

The warrants have a ten year exercise period.

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

The warrants had a ten year exercise period.

On August 29, 2025, the Ancora warrants were fully exercised.

Ethanol Marketing Agreement with Eco-Energy, LLC

On April 16, 2025, the company entered into an ethanol marketing agreement with Eco-Energy, LLC.

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

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

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

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

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On February 28, 2025, the company announced the departure of Todd Becker as President and Chief Executive Officer and member of the Board, effective March 1, 2025.

The Board has engaged an executive search firm to identify a new Chief Executive Officer.

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

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

Becker’s successor is appointed.

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

Becker’s successor was appointed.

The Board designated Ms.

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As part of the company’s corporate reorganization and cost reduction initiative, Michelle Mapes' position as Chief Legal and Administration Officer and Corporate Secretary will be eliminated, effective no later than December 31, 2025, and both Grant Kadavy's position of EVP - Commercial Operations and Leslie van der Meulen's position of EVP - Product Marketing and Innovation were eliminated, effective February 6, 2025.

On August 19, 2025, the Board of Directors of the company appointed Chris Osowski as Chief Executive Officer and member of the Board of Directors of the company, effective immediately.

Osowski recently served as a member of the company’s Executive Committee since March 2025 and served as Executive Vice President, Operations and Technology since January 2022.

Also, in connection with Mr.

Osowski’s appointment, the company promoted Trent Collins to serve as Senior Vice President of Operations.

Restructuring Costs

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As part of this initiative, the company identified approximately $50 million of financial improvement annually, inclusive of savings from idling the Fairmont, Minnesota facility, transitioning to a third party ethanol marketer, and realigning corporate and trade group selling, general and administrative functions to reflect current strategic priorities.

The company is continuing to identify additional opportunities.

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

As a result of the

reorganization, the company recorded one-time restructuring costs of $2.7 million and $21.8 million for the three and nine months ended September 30, 2025, respectively, which includes severance related to the departure of its former CEO.

Strategic Review

The company initiated a strategic review process in February 2024 to explore a broad range of opportunities to enhance long-term shareholder value, including, but not limited to, acquisitions, divestitures, a merger or sale, partnerships and financings.

The Board of Directors continues to progress the strategic review process, working with its financial advisors, BMO Capital Markets Corp.

and Moelis & Company, and legal advisors Vinson & Elkins LLP.

There is no deadline or definitive timetable for completion of the strategic review process, and there can be no assurances that the process will result in a transaction or any other outcome.

The company does not intend to make any further public comment regarding the review until the Board has approved a specific action or otherwise determines that additional disclosure is appropriate or required.

On August 27, 2025, the company announced the conclusion of its strategic review process, which began in February 2024.

Following a comprehensive evaluation, the Board of Directors considered a range of alternatives and determined that the Company is best positioned to deliver shareholder value by executing its current strategy under existing leadership.

This outcome of the review has provided a roadmap for continued operational execution and capital discipline.

Idling of Clean Sugar Technology facility in Shenandoah, Iowa

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

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

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

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

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

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In January 2025, the company idled its 119 million gallon ethanol plant in Fairmont, Minnesota as a result of persistent margin pressures, and the majority of the staff was terminated.

The facility remains on track for carbon capture and sequestration coming online in 2027, which would fundamentally reshape the economics of the facility.

The company will continue to monitor the potential margin available to determine any changes to future operations.

The company is continuing to monitor the potential of 45Z production tax credit monetization, which would be further enhanced by carbon capture and sequestration.

This would fundamentally reshape the economics of the facility.

Results of Operations

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

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

Depending on the margin environment, we may exercise operational discretion that results in reductions in production volumes.

It is possible that throughput volumes could fluctuate in the future, depending on various factors that drive each biorefinery’s variable contribution margin, including future driving and gasoline demand for the industry, demand for valuable coproducts we produce, and the supply and pricing of renewable feedstocks needed to operate our biorefineries.

We are currently producing Ultra-High Protein at five of our biorefineries.

During the third quarter of 2025, we maintained an average utilization rate of approximately 87.3% of capacity, or 100.7% excluding Fairmont, resulting in ethanol production of 197.3 mmg, compared with 220.2 mmg, or 96.8% of capacity, for the same quarter last year.

Our operating approach emphasizes operational excellence, disciplined production, margin optimization and cost efficiency.

We may adjust run rates in response to margin conditions, feedstock costs and demand for ethanol to enhance overall returns.

Green Plains continues to focus on being a low-cost, low-carbon producer of ethanol and related co-products.

Through ongoing operational improvements, carbon reduction initiatives and continuous performance monitoring at each facility, we aim to enhance reliability and reduce variability in results.

Our objective is continuous improvement in operating efficiency, working capital management and carbon-intensity to position the company to benefit from future low-carbon market developments.

Ethanol Supply and Demand

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

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

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

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

According to the EIA, domestic ethanol production averaged 1.07 million barrels per day during the third quarter of 2025, which was consistent with the barrels produced per day for the same quarter last year.

Refiner and blender input volume was 911 thousand barrels per day for the third quarter of 2025, compared with 914 thousand barrels per day for the same quarter last year.

Gasoline demand was 1.3% lower than the prior year at 8.9 million barrels per day during the third quarter of 2025.

domestic ethanol ending stocks decreased by approximately 0.7 million barrels compared to the prior year, or 3.0%, to 22.8 million barrels as of September 30, 2025.

Global Ethanol Supply and Demand

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

According to the USDA Foreign Agriculture Service, domestic ethanol exports through July 31, 2025, were approximately 1,228 mmg, up from the 1,071 mmg for the same period of 2024.

Canada was the largest export destination for U.S.

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Our dried distillers grains and Ultra-High Protein ingredients compete against other ethanol producers domestically and abroad, as well as with soybean meal, canola meal and other protein feed ingredients.

Likewise, our distillers corn oil, which is a feedstock for producing biodiesel, renewable diesel and to some extent SAF, competes against other vegetable oils such as soybean oil, canola oil, and to some extent palm oil, as well as against waste oils such as used cooking oils, animal fats and tallow.

Likewise, our distillers corn oil,

which is a feedstock for producing biodiesel, renewable diesel and to some extent SAF, competes against other vegetable oils such as soybean oil, canola oil, and to some extent palm oil, as well as against waste oils such as used cooking oils, animal fats and tallow.

While global protein demand has continued to grow since the advent of our transformation, so too has the production of vegetable proteins from multiple companies in an effort to capitalize on this trend, most notably in U.S.

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

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

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

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

According to the National Oilseed Processors Association, for the third quarter of 2025, soybean crush was approximately 583 million bushels, up 65 million bushels from the 518 million bushels crushed during the third quarter of 2024.

Soybean oil stocks were 1.2 billion pounds, which was up from the 1.1 billion pounds of stocks as of September 30, 2024.

Soybean meal production was 13.9 million short tons for the third quarter of 2025, up from the 12.2 million short tons from the same period in the prior year.

Legislation and Regulation

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

Following the

transition in U.S.

Following the transition in U.S.

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

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Sales of EVs in the U.S.

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

were approximately 437 thousand vehicles during the third quarter of 2025, which represented approximately 10.5% of new vehicles sales, a new record and a significant increase from the 8.6% share in the third quarter of 2024.

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

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

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

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

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

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

There are numerous additional clean energy credits

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

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

The legislation extended the 45Z tax credit to 2029;

The legislation extended the Section 45Z tax credit to 2029;

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

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

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

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

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

On January 10, 2025, the U.S.

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

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

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

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

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

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

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

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

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

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

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

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

round in the following states:

Illinois, Iowa, Minnesota, Missouri, Nebraska, Ohio, South Dakota and Wisconsin.

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

However, most are at

very early stages and still in committee.

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

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

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Comparability

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

There are various events that could affect comparability of our operating results, including fluctuations in our production rates in 2025 compared to 2024, along with the ceasing of a third-party ethanol marketing agreement with Tharaldson Ethanol Plant I LLC effective April 1, 2025, the disposition of our Birmingham, Alabama terminal in September of 2024, the idling of our Fairmont, Minnesota plant in January of 2025 and our corporate restructuring and cost saving initiatives in 2025.

Segment Results

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Three Months Ended

Variance Six Months Ended

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Variance Nine Months Ended

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2025 2024 2025 2024

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Three Months Ended

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Variance Nine Months Ended

September 30, %

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6 unchanged sentences

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Variance Nine Months Ended

September 30, %

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848 4,121 (79.4) 2,384 5,112 (53.4)

$ 24,968 $ 26,070 (4.2)% $ 74,915 $ 69,141 8.4%

Three Months Ended

Variance Six Months Ended

September 30, %

Variance Nine Months Ended

September 30, %

2025 2024 2025 2024

7 unchanged sentences

$ 33,869 $ 56,052 (39.6)% $ (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 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.

(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.

* Percentage variances not considered meaningful.

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EBITDA is defined as earnings before interest expense, income taxes, depreciation and amortization excluding the amortization of right-of-use assets and debt issuance costs.

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

Adjusted EBITDA includes adjustments related to restructuring costs, net gain on sale of assets, loss on sale of equity method investment, impairment of assets held for sale, our proportional share of EBITDA adjustments of our equity method investees and 45Z production tax credits.

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

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Accordingly, our computation of EBITDA, adjusted EBITDA, and segment EBITDA may not be comparable with a similarly titled measure of other companies.

The following table reconciles net loss including noncontrolling interest to adjusted EBITDA (in thousands):

The following table reconciles net income (loss) including noncontrolling interest to adjusted EBITDA (in thousands):

Three Months Ended

Variance Six Months Ended

September 30, %

Variance Nine Months Ended

September 30, %

2025 2024 2025 2024

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

Net income (loss) $ 10,974 $ 48,637 (77.4)% $ (133,894) $ (26,523) *

Interest expense 47,763 10,089 * 70,575 25,369 *

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

Income tax benefit, net of equity method income taxes (25,631) (1,478) * (23,911) (1,422) *

Depreciation and amortization (1)

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Restructuring costs 2,709 — * 21,815 — *

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

Gain on sale of assets, net (36,006) (30,723) 17.2 (31,962) (30,723) 4.0

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

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

Other expense (2)

2,025 — * 2,025 — *

45Z production tax credits (3)

26,521 — * 26,521 — *

(Gain) loss on sale of equity method investment (800) — * 26,187 — *

Proportional share of EBITDA adjustments to equity method investees 45 723 (93.8) 1,873 1,039 80.3

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(1) Excludes amortization of operating lease right-of-use assets and amortization of debt issuance costs.

(2) Other expense includes non-cash expense related to the revaluation of liability-based warrants recorded within other, net on the consolidated statements of operations for the three and nine months ended September 30, 2025.

(3) 45Z production tax credits are recorded in income tax benefit on the consolidated statements of operations for the three and nine months ended September 30, 2025.

The following table reconciles segment EBITDA to consolidated adjusted EBITDA (in thousands):

Three Months Ended

Variance Six Months Ended

September 30, %

Variance Nine Months Ended

September 30, %

2025 2024 2025 2024

7 unchanged sentences

Restructuring costs 2,709 — * 21,815 — *

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

Gain on sale of assets, net (36,006) (30,723) 17.2 (31,962) (30,723) 4.0

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

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

Other expense (4)

2,025 — * 2,025 — *

45Z production tax credits (5)

26,521 — * 26,521 — *

(Gain) loss on sale of equity method investment (800) — * 26,187 — *

Proportional share of EBITDA adjustments to equity method investees 45 723 (93.8) 1,873 1,039 80.3

$ 52,568 $ 53,318 (1.4) $ 44,868 $ 36,881 21.7

(1) Ethanol production includes margins from a one-time sale of accumulated RINs of $22.6 million offset by impairment of assets held for sale of $10.7 million and an inventory lower of cost or net realizable value adjustment of $2.3 million for the three and six months ended June 30, 2025.

(2) Corporate activities includes $1.7 million and $12.0 million of restructuring costs recorded within selling, general and administrative expenses for the three and six months ended June 30, 2025, respectively, as a result of the company's cost reduction initiative, including severance related to the departure of its former CEO.

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

(1) Ethanol production includes margins from a one-time sale of accumulated RINs of $22.6 million for the nine months ended September 30, 2025, offset by impairment of assets held for sale of $10.7 million for the nine months ended September 30, 2025, and an inventory lower of

cost or net realizable value adjustment of $0.3 million and $10.1 million for the three and nine months ended September 30, 2025 and 2024, respectively.

(2) 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.

(3) Corporate activities include a net pretax gain on sale of assets of $36.0 million and $32.0 million for the three and nine months ended September 30, 2025 and a pretax gain (loss) on the sale of equity method investment of $0.8 million and ($26.2) million for the same periods.

Corporate activities include a net pretax gain on sale of assets of $30.7 million for the three and nine months ended September 30, 2024.

(4) Other expense includes non-cash expense related to the revaluation of liability-based warrants recorded within other, net on the consolidated statements of operations for the three and nine months ended September 30, 2025.

(5) 45Z production tax credits are recorded in income tax benefit on the consolidated statements of operations for the three and nine months ended September 30, 2025.

* Percentage variances not considered meaningful.

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

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

Consolidated Results

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

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

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

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

Income tax expense was $2.3 million for the three months ended June 30, 2025 compared with income tax benefit of $0.3 million for the same period in 2024 primarily due to an increase in the valuation allowance recorded against certain deferred tax assets related to gains (losses) on derivatives.

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

Consolidated revenues decreased $150.2 million for the three months ended September 30, 2025 compared with the same period in 2024 primarily as a result of lower volumes sold and weighted average selling prices on ethanol, as well as the company ceasing a third-party ethanol marketing agreement with Tharaldson Ethanol Plant I LLC effective April 1, 2025.

Net income decreased $37.7 million for the three months ended September 30, 2025 compared with the same period last year primarily due to $35.7 million of non-recurring interest expense related to the junior mezzanine notes extinguished in the third quarter of 2025.

Adjusted EBITDA decreased $0.8 million for the three months ended September 30, 2025 compared with the same period last year.

The results for the three months ended September 30, 2025 include $26.5 million of year-to-date Section 45Z production tax credit value net of discounts recorded as income tax benefit and a reduction in ethanol production operating income due to weaker margins in our ethanol production segment.

Selling, general and administrative expenses for the three months ended September 30, 2025 increased $2.6 million compared with the same period last year primarily due to increased personnel costs as a result of finalization of an earn-out resulting in expense of $4.2 million.

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

Ethanol Production Segment

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Three Months Ended

September 30,

2025 2024 % Variance

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Corn consumed (bushels) 66,601 75,140 (11.4)

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

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

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

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

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

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

Revenues in our ethanol production segment decreased $90.7 million for the three months ended September 30, 2025 compared with the same period in 2024, primarily due to a lower ethanol, distillers grain and renewable corn oil volumes sold resulting in decreased revenues of $44.1 million, $9.5 million and $2.2 million, respectively, as well as lower weighted average selling prices on ethanol resulting in decreased revenues of $22.9 million and lower terminal revenues of $1.7 million, partially offset by higher weighted average selling prices on renewable corn oil and distillers grains resulting in increased revenues of $13.6 million and $5.1 million, respectively.

Revenues also decreased as a result of hedging activities by $30.8 million.

Cost of goods sold in our ethanol production segment decreased $67.0 million for the three months ended September 30, 2025 compared with the same period last year primarily due to lower corn volumes processed, lower ethanol freight costs and a reduced inventory lower of cost or net realizable value adjustment resulting in decreases of $36.5 million, $28.9 million and $9.8 million, respectively, partially offset by higher ethanol volumes purchased and weighted

average corn prices resulting in increased costs of $7.8 million and $1.2 million, respectively.

Costs also decreased as a result of hedging activities of $5.1 million.

Operating income in our ethanol production segment increased $30.9 million for the three months ended September 30, 2025 compared with the same period in 2024 primarily due to decreased margins as outlined above.

Depreciation and amortization expense for the ethanol production segment was $23.9 million for the three months ended September 30, 2025, compared with $21.4 million for the same period last year.

Agribusiness and Energy Services Segment

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

Revenues in our agribusiness and energy services segment decreased $61.1 million while operating income decreased $0.9 million for the three months ended September 30, 2025 compared with the same period in 2024.

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

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

The decrease in operating income was primarily due to lower ethanol trading volumes.

Intersegment Eliminations

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

Intersegment eliminations of revenues decreased $1.6 million for the three months ended September 30, 2025 compared with the same period in 2024 primarily due to decreased freight revenue associated with the ethanol production segment as well as decreased marketing and corn origination fees paid to the agribusiness and energy services segment as a result of lower volumes processed.

Corporate Activities

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

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

Operating income was impacted by a decrease in corporate activities of $9.6 million for the three months ended September 30, 2025 compared to the same period in 2024, primarily due to a higher gain on sale of assets as well as a decrease in selling, general and administrative expenses as a result of the company's corporate reorganization during the three months ended September 30, 2025.

Nine Months Ended September 30, 2025 Compared with the Nine Months Ended September 30, 2024

Consolidated Results

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

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

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

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

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

Consolidated revenues decreased $211.9 million for the nine months ended September 30, 2025 compared with the same period in 2024 primarily as a result of the company ceasing a third-party ethanol marketing agreement with Tharaldson Ethanol Plant I LLC effective April 1, 2025, as well as lower volumes sold.

Net loss increased $107.4 million for the nine months ended September 30, 2025 compared with the same period last year primarily due to increased interest expense of $45.2 million, a loss on sale of equity method investment of $26.2 million, $21.8 million of restructuring costs and an impairment of assets held for sale of $10.7 million.

Adjusted EBITDA increased $8.0 million for the nine months ended September 30, 2025 compared with the same period last year primarily due to margins from a one-time sale of accumulated RINs offset by lower margins in our agribusiness and energy services and ethanol production segments.

Interest expense increased $45.2 million for the nine months ended September 30, 2025 compared with the same period in 2024 driven primarily by the refinancing and extinguishment of the Junior Notes in September 2025.

Income tax benefit was $23.2 million for the nine months ended September 30, 2025, compared with income tax benefit of $0.8 million for the same period in 2024 primarily due to the recognition in 2025 of 45Z production tax credits.

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

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

Six Months Ended

Nine Months Ended

September 30,

2025 2024 % Variance

4 unchanged sentences

Corn consumed (bushels) 198,177 218,233 (9.2)

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

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

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

Revenues in our ethanol production segment decreased $96.9 million for the nine months ended September 30, 2025 compared with the same period in 2024, primarily due to lower ethanol, distillers grains, and renewable corn oil volumes sold resulting in decreased revenues of $92.0 million, $26.7 million and $7.4 million, respectively, in addition to lower average selling prices of distillers grains and lower terminal revenues resulting in decreased revenues of $13.9 million and $6.3 million, respectively, partially offset by higher weighted average selling prices of ethanol and renewable corn oil volumes sold resulting in increased revenues of $32.6 million and $19.8 million, respectively, as well as $22.6 million related to a one-time sale of accumulated RINs.

Revenue also decreased $21.6 million as a result of hedging activities.

Cost of goods sold in our ethanol production segment decreased $73.2 million for the nine months ended September 30, 2025 compared with the same period last year primarily due to lower corn volumes processed, lower freight costs, a reduced inventory lower of cost or net realizable value adjustment, hedging activities and lower repair and maintenance costs resulting in decreases of $89.7 million, $44.2 million, $9.8 million, $6.8 million and $3.5 million, respectively, partially offset by higher ethanol volumes purchased and weighted average corn prices resulting in increased costs of $60.8 million and $23.0 million, respectively.

Operating loss increased $46.8 million for the nine months ended September 30, 2025 compared with the same period in 2024 due to decreased margins as outlined above, impairment of assets held for sale of $10.7 million, an increase in depreciation and amortization expense of $5.3 million as a result of additional assets being placed in service and non-recurring increased personnel costs as a result of restructuring.

Agribusiness and Energy Services Segment

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

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

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

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

Revenues in our agribusiness and energy services segment decreased $119.7 million while operating income decreased $5.8 million for the nine months ended September 30, 2025 compared with the same period in 2024.

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

Operating income decreased primarily as a result of the impairment of property and equipment of $3.1 million as well as non-recurring increased personnel costs as a result of restructuring in 2025.

Intersegment Eliminations

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

Intersegment eliminations of revenues decreased by $4.6 million for the nine months ended September 30, 2025 compared with the same period in 2024 primarily due to decreased freight revenue associated with the ethanol production segment as well as decreased marketing and corn origination fees paid to the agribusiness and energy services segment as a result of lower volumes processed.

Corporate Activities

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

Operating loss was impacted by an decrease in corporate activities of $2.3 million for the nine months ended September 30, 2025 compared to the same period in 2024, primarily due to an increase in gain on sale of assets and a decrease in selling, general and administrative expenses as a result of the company's corporate reorganization and cost reduction initiative, partially offset by non-recurring increased personnel costs as a result of restructuring during the nine months ended September 30, 2025.

Liquidity and Capital Resources

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

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

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

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

On September 30, 2025, we had $135.9 million in cash and cash equivalents and $75.7 million in restricted cash.

We also had $325.0 million available under our committed revolving credit agreement, subject to restrictions or other lending conditions based specifically on the availability of sufficient eligible collateral to support additional borrowings.

Total corporate liquidity consisting of unrestricted cash, distributable cash from subsidiaries and credit facility availability was $136.7 million as of September 30, 2025.

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

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

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

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

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

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

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

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

At September 30, 2025, our subsidiaries had approximately $48.9 million of net assets that were not available to use in the form of dividends, loans or advances due to restrictions contained in their credit facilities.

Net cash provided by operating activities was $43.5 million for the nine months ended September 30, 2025, compared with net cash used in operating activities of $3.0 million for the same period in 2024.

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

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

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

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

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

Net cash provided by investing activities was $171.0 million for the nine months ended September 30, 2025 compared with net cash used in investing activities of $34.6 million for the same period in 2024.

Investing activities compared to the prior year were primarily affected by increases in proceeds from sale of assets and equity method investment, offset by decreases in capital expenditures.

Net cash used in financing activities was $212.3 million for the nine months ended September 30, 2025 compared with net cash used in financing activities of $89.2 million for the same period in 2024, primarily due to the repayment of the Junior Notes and higher net payments on the revolver, partially offset by net proceeds from a product financing arrangement and the prior period extinguishment of non-controlling interest when compared to the same period in 2024.

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

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

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

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

We incurred net capital expenditures of approximately $31.9 million during the nine months ended September 30, 2025, primarily for various other capital projects.

Capital spending for the remainder of 2025 is expected to be approximately $5.0 to 10.0 million, which is subject to review prior to the initiation of any project.

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

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

We currently have property and equipment and carbon equipment liabilities of $117.5 million recorded on our balance sheet as of September 30, 2025.

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

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

The company recognized $26.5 million of year-to-date income tax benefit related to 45Z production tax credits during the three and nine months ended September 30, 2025.

The company anticipates that it will continue to recognize 45Z production tax credits and estimates $40 to $50 million of adjusted EBITDA contribution, net of discounts and applicable operating expenses, for the year ended December 31, 2025.

This is subject to change based on actual production volumes and CI factors at eligible plants.

During the three and nine months ended September 30, 2025, the company recognized a loss on debt extinguishment of $35.7 million, which was recorded within interest expense on the consolidated statements of operations.

Further, on October 27, 2025 the company exchanged $170.0 million of convertible notes, extending the maturity of the exchanged notes to November of 2030.

As a result of the exchange, the interest rate on the $170.0 million of convertible notes increased from 2.25% to 5.25%.

The company also issued an additional $30.0 million of convertible notes which bear

interest at 5.25%.

When considering the extinguishment of the Junior Notes, the increased interest rate on convertible notes, the increased amount of outstanding convertible notes and anticipated interest expense related to the carbon equipment financing, the company expects annualized interest expense of approximately $30 to $35 million on a go-forward basis beginning in the fourth quarter of 2025.

This estimate is subject to change based on actual working capital revolver usage in future periods.

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

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The program may be suspended, modified or discontinued at any time without prior notice.

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

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

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

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

On October 27, 2025, in conjunction with the privately negotiated exchange and subscription agreements for the 2030 Notes, the company repurchased 2.9 million shares of its common stock for a total of $30.0 million under the repurchase program.

At November 5, 2025, $77.2 million in share repurchase authorization remained.

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

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

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

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

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

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Corporate Activities

In March 2021, we issued $230.0 million of unsecured 2.25% convertible senior notes due in 2027, or the 2.25% notes.

In March 2021, we issued $230.0 million of unsecured 2.25% convertible senior notes due in 2027 (the “2027 Notes”).

The 2027 Notes bear interest at a rate of 2.25% per year, payable on March 15 and September 15 of each year.

The initial conversion rate is 31.6206 shares of our common stock per $1,000 principal amount of 2027 Notes (equivalent to an initial conversion price of approximately $31.62 per share of our common stock), representing an approximately 37.5% premium over the offering price of our common stock.

The conversion rate is subject to adjustment upon the occurrence of certain events, including but not limited to;

At September 30, 2025, the outstanding principal balance on the 2027 Notes was $230.0 million.

On October 27, 2025, the company executed separate, privately negotiated exchange agreements with certain of the holders of its existing 2027 Notes to exchange (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 (the “2030 Notes”).

$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 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 conversion rate on both the 2027 Notes and the 2030 Notes is subject to adjustment upon the occurrence of certain events, including but not limited to;

the event of a stock dividend or stock split;

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or a tender or exchange offering.

In addition, we may be obligated to increase the conversion rate for any conversion that occurs in connection with certain corporate events, including our calling the 2.25% notes for redemption.

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

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

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

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

In addition, we may be obligated to increase the conversion rate for any conversion that occurs in connection with certain corporate events, including our calling the 2027 Notes and 2030 Notes for redemption.

We may settle the 2027 Notes and the 2030 Notes in cash, common stock or a combination of cash and common stock.

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

The facility matured on July 30, 2025.

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

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

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

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

The warrants had a ten year exercise period.

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 February 2026 with BlackRock.

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

On May 7, 2025 the Junior Notes were amended to give us additional flexibility in order to continue the implementation of our strategic plan, which extended the maturity date from February 9, 2026 to May 15, 2026, with an amendment fee of 2.0% to be added to the principal balance of the Junior Notes, payable at the maturity date.

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

The Junior Notes were originally issued on February 9, 2021, by Green Plains SPE LLC, a wholly-owned special purpose subsidiary and parent of Green Plains Obion and Green Plains Mount Vernon for $125.0 million due February 2026 with BlackRock.

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.

On May 7, 2025 the Junior Notes were amended to give the company additional flexibility in order to continue the implementation of our strategic plan, which extended the maturity date from February 9, 2026 to May 15, 2026, with an amendment fee of 2.0% added to the principal balance of the Junior Notes, payable at the maturity date.

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

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

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

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

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

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

As of July 31, 2025, the Junior Notes also were 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 interest rate increased by 0.5% after the amendment, and by an additional 0.5% each quarter on each scheduled interest payment date.

In addition to 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.

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

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

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

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

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

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

At September 30, 2025, the outstanding principal balance was $70.5 million on the loan and the interest rate was 6.52%.

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

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

At June 30, 2025, the outstanding principal balance was $75.0 million on the facility and the interest rate was 7.92%.

At September 30, 2025, the outstanding principal balance was $25.0 million on the facility and the interest rate 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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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 outstanding principal balance was $5.1 million on the facility and the interest rate was 6.14%.

Advances are subject to variable interest rates equal to SOFR plus 1.75%.

At September 30, 2025, the outstanding principal balance was $20.0 million on the facility and the interest rate was 5.88%.

Green Plains Grain has a short-term inventory financing agreement with a financial institution.

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This agreement is subject to negotiated variable interest rates.

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

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

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

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

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

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

Aggregate minimum lease payments under the operating lease agreements for future fiscal years as of September 30, 2025 totaled $67.2 million.

As of September 30, 2025, we had contracted future purchases of grain, distillers grains and natural gas valued at approximately $152.9 million, future commitments for storage and transportation valued at approximately $30.3 million, and accumulated commitments related to the construction of carbon capture and sequestration equipment at our three Nebraska plants of $117.5 million.

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

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Information about our critical accounting policies and estimates are included in our annual report on Form 10-K for the year ended December 31, 2024.

Accounting for Income Taxes

The company adopted a new accounting policy related to the recognition, measurement, and presentation of transferable Clean Fuel Production Credits under Section 45Z of the Internal Revenue Code.

In accordance with ASC 740, Accounting for Income Taxes , accounting guidance states it is most appropriate to apply ASC 740 to nonrefundable transferable tax credits.

Under ASC 740, a company should recognize tax credits when it is “more-likely-than-not” ("MLTN") the underlying qualifying activity has occurred giving rise to the credit, and the company expects to earn and use the tax credit.

If it is uncertain whether the company will be able to use the credit, a valuation allowance is established against the deferred tax asset.

The company has determined that it is MLTN the underlying qualifying activity has occurred to earn the tax credit and therefore, recognized a tax benefit for gallons produced and sold at certain qualifying plants through September 30, 2025.

Under this new policy, we recognize the Section 45Z production tax credits as a deferred tax asset, which is treated as a deferred income tax benefit, net of a valuation allowance to recognize the fair value of the tax credits, and is determined based on the expected transfer price of the credits.

The recognition of the production tax credits is contingent on meeting the requirements of Section 45Z.

Off-Balance Sheet Arrangements

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

What changed 10-Q

Item 2. Management’s Discussion and Analysis