What changed in this filing

/stocks — the workspaceLOADING

Item 1. Business

2026-02-10 compared with 2025-02-07 · 155 added, 88 removed, 203 unchanged (54% of the section changed)

1 unchanged sentence

and its subsidiaries.

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 are currently executing on a number of initiatives to develop and implement proven agricultural, food and industrial biotechnology systems that allow for product diversification, new market opportunities and production of additional value-added low-carbon ingredients, such as Ultra-High Protein, low-CI dextrose, renewable corn oil and more, as well as offering these technologies to the broader biofuels industry.

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 287 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 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 sustainable aviation fuel.

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 287 million bushels of corn per year and producing approximately 850 million gallons of ethanol, 2.0 million tons of distillers grains and Ultra-High Protein, and 296 million pounds of renewable corn oil, a low-carbon feedstock for biodiesel and renewable diesel.

Our eight facilities currently in operation are capable of processing approximately 246 million bushels of corn and producing 730 million gallons of ethanol, 1.7 million tons of distillers grains and Ultra-High Protein, and 254 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 market ethanol for a third-party producer as well as buy and sell ethanol, distillers grains, renewable corn oil, grain, natural gas and other commodities in various markets.

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

We market our ethanol through a 3rd 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.

Business Strategy

3 unchanged sentences

A critical step to significantly reduce the CI of ethanol is carbon capture technology, which we are deploying at multiple locations.

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.

We anticipate completion of these Nebraska biorefinery carbon capture projects in the second half of 2025, and Summit Carbon Solutions intends to be operational in 2027.

There are very 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 alternative options 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.

1 unchanged sentence

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.

As part of our carbon reduction strategy, we successfully commenced CCS operations at our three Nebraska biorefineries, which are connected to the Trailblazer CO2 Pipeline.

In addition we have committed our four Iowa and Minnesota facilities to Summit Carbon Solutions, which publicly projects operations commencing in 2028.

CCS 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 financed the build and installation of carbon capture equipment at our three Nebraska plants with Tallgrass and expect to begin repayment during the first quarter of 2026.

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

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

Reducing the CI of our ethanol through CCS operations, improving efficiency at our ethanol plants and purchasing RECs is allowing 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 Section 45Z Clean Fuel Production Credit, and could

T a b le of Contents

position our low-carbon ethanol as a potential feedstock for ATJ pathways to produce SAF, other low carbon fuels and export markets.

We believe that global demand for protein will continue to rise, requiring larger amounts of high protein feed for pets, livestock and aquaculture.

While faced with growing competition from expanded U.S.

soy crushing capacity, our transformation aims to capitalize on this market insight, in an effort to capture higher co-product returns and reduce the volatility of earnings.

As part of our transformation to a value-added agricultural technology company, we began producing Ultra-High Protein using FQT's MSC™ technology in 2020 and have deployed this technology across half of our biorefinery locations, in addition to one joint venture, to help meet growing demand for protein feed ingredients and low-carbon renewable corn oil to use as a feedstock for producing advanced biofuels such as renewable diesel, biodiesel and SAF, as the MSC™ technology enhances renewable corn oil yields.

soy crushing capacity, we aim to utilize our protein capabilities to diversify our product offering and optimize our client base.

We began producing Ultra-High Protein using FQT's MSC™ technology in 2020 and have deployed this technology across four of our biorefinery locations to help meet growing demand for protein feed ingredients and low-carbon renewable corn oil to use as a feedstock for producing advanced biofuels such as renewable diesel, biodiesel and SAF, as the MSC™ technology enhances renewable corn oil yields.

The biorefineries producing Ultra-High Protein, a feed ingredient with protein concentrations of 50% or greater and yeast concentrations of 25%, have also increased renewable corn oil yields.

We repeatedly demonstrated full scale 60% protein production runs using FQT's MSC™ system, which we have branded as Sequence™.

We market this specialty feed ingredient to aquaculture customers globally.

Our 50/50 joint venture with Tharaldson Ethanol Plant I LLC (Tharaldson Ethanol) owns the MSC™ technology assets added adjacent to the Tharaldson Ethanol plant in Casselton, North Dakota which produces Ultra-High Protein and increases renewable corn oil yields.

We share in the protein and renewable corn oil uplift, with no additional exposure to the Tharaldson Ethanol production.

These assets completed commissioning and shipped the first commercial quantities during the second quarter of 2024.

Including GP Turnkey Tharaldson's capacity, the annual Ultra-High Protein capacity we market is approximately 430 thousand tons.

In September 2022, we broke ground at our biorefinery in Shenandoah, Iowa, as the first location to deploy FQT's CST™ at commercial scale, and during 2024 the company achieved successful ongoing production of dextrose syrups with CST™.

FQT’s CST™ allows for the production of both food and industrial grade low-carbon glucose and dextrose at a dry mill ethanol plant to target applications in food production, in addition to serving as a feedstock for renewable chemicals and synthetic biology.

The facility is currently capable of producing 60 million pounds of product per year, and we anticipate modifying additional biorefineries to include FQT CST™ production capabilities to meet anticipated demand.

We also pursue innovation and new business opportunities through a variety of ventures.

In September 2022, we broke ground at our biorefinery in Shenandoah, Iowa, as the first location to deploy FQT's CST™ at commercial scale, and during 2024 the company successfully commissioned the CST™ equipment in the Shenandoah facility.

FQT’s CST™ allows for the production of both food and industrial grade dextrose at a dry mill ethanol plant to target applications in food production, in addition to serving as a feedstock for renewable chemicals and synthetic biology.

The facility has a rated capacity of 60 million pounds of product per year.

The facility has been idled since the first quarter of 2025 as the company focuses on optimizing its product mix to maximize current returns.

The decision to temporarily pause operations presents an opportunity to make some related infrastructure improvements, which would require additional investment.

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.

This has the potential to liberate nearly 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.

The large-scale demonstration facility is operational and technology and product development has continued to advance through 2025.

Competitive Strengths

6 unchanged sentences

Over our history, we have incorporated new technologies like renewable corn oil extraction and Selective Milling Technology™ into our manufacturing processes that have enabled us to run more efficiently and improve our yields and financial results.

We completed a modernization and upgrade initiative at four facilities in 2021 and two additional facilities in 2022, resulting in improved operational reliability and reductions in natural gas, electricity and water usage, decreasing our operating expenses and carbon footprint.

Through our ownership of FQT and other partnerships, we are currently undergoing a number of initiatives to further improve operational efficiencies that we intend to lead to improved margins.

Our transformation into a sustainable ingredient producer continues centering around FQT's MSC™ and CST™ technologies, in addition to carbon capture technology.

These technologies enhance our ability to produce lower CI, value-added ingredients, while expanding renewable corn oil yields.

Through our ownership of FQT and other partnerships, we are currently reviewing a number of initiatives to further improve operational efficiencies that we believe will lead to improved margins.

FQT provides additional intellectual property rights, including those aimed at developing and implementing proven, value-added agriculture, food and industrial biotechnology systems, CST™ and MSC™, as well as engineering expertise for designing ethanol facilities with lower energy use, operational expenses and carbon intensity.

1 unchanged sentence

Proven Leadership Team .

Our senior leadership team has specific expertise across all of our businesses, including plant operations and management, commodity markets and risk management, quality assurance, quality control, ingredient nutrition, marketing and innovation, regulatory, legal, policy, and ethanol marketing and distribution.

Our senior leadership team has specific expertise across all of our businesses, including plant operations and management, commodity markets and risk management, ingredient nutrition, marketing and innovation, regulatory, legal, policy, and ethanol marketing and distribution.

Our leadership team’s level of operational and financial expertise is essential to successfully executing our business strategies.

Operational Excellence .

Our facilities are operated by skilled and experienced personnel who are encouraged to collaborate and share knowledge and expertise across business segments and locations.

Our facilities are operated by skilled and experienced personnel who are encouraged to

T a b le of Contents

collaborate and share knowledge and expertise across business segments and locations.

We remain committed to driving continuous operational improvements, leveraging advanced systems that provide real-time production data to monitor production activity and optimize performance.

4 unchanged sentences

As market conditions warrant, we use forward contracts to sell a portion of our ethanol, distillers grains, Ultra-High Protein and renewable corn oil production or buy some of the corn, natural gas, or ethanol we need to partially offset commodity price volatility.

We also engage in other hedging transactions involving exchange-traded futures contracts for corn, natural gas, ethanol, soybean meal, soybean oil and other agricultural and energy commodities.

We also engage in other hedging transactions involving exchange-traded futures contracts for corn, natural gas, ethanol, soybeans, soybean meal and soybean oil.

The financial impact of these activities depends on the price of the commodities involved and our ability to physically receive or deliver those commodities.

6 unchanged sentences

Additional information about these items can be found elsewhere in this report or in previous reports filed with the SEC.

Clean Sugar Technology

The company has achieved successful ongoing production of dextrose syrups with CST ™ at its Shenandoah facility.

The syrups produced with CST ™ have proven successful in trials as feedstocks for fermentation of various bio-products and bio-chemicals, in addition to food ingredients.

The facility is currently capable of producing 60 million pounds of product per year.

The company is going through final product approvals with multiple potential customers and anticipates receiving final

FSSC certification during the first quarter of 2025.

CCS Commencing Operations

CCS equipment at our three Nebraska plants began operations during the fourth quarter of 2025, and is delivering biogenic carbon dioxide to the Tallgrass Trailblazer pipeline for permanent sequestration.

Successful sequestration has allowed the company to further reduce its CI, triggering an increase in the amount of income tax benefit recognizable from Section 45Z production tax credits in the current period and in future periods.

Production Tax Credits

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

Six of our eight operating ethanol plants have generated production tax credits under Section 45Z in 2025 and all eight are projected to generate these credits in 2026.

The company has purchased RECs during the year ended December 31, 2025 to lower CI scores at certain plants.

Based on production and CI scores for the year ended December 31, 2025, the company recorded income tax benefit of $54.2 million, net of a valuation allowance, related to Section 45Z production tax credits at the six qualifying plants.

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 three Nebraska facilities between January 1, 2025 and December 31, 2025.

On December 10, 2025, the agreement was amended to add Section 45Z production tax credits produced at three more of the company's facilities.

All credits generated during the year ended December 31, 2025, were sold in accordance with these agreements.

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%

T a b le of Contents

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 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.

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 “Obion Transaction”).

A gain of $35.8 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 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.

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.

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 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 Obion Transaction were used to fully retire the Junior Notes.

All warrants issued to BlackRock were exercised during the year ended December 31, 2025.

GP Turnkey Tharaldson Disposition

On June 30, 2025, the company sold its 50% investment in GP Turnkey Tharaldson for $24.3 million.

A pretax loss of $26.9 million was recorded during year ended December 31, 2025.

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.

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 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 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.

T a b le of Contents

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 efficiency.

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

Cooperation Agreement

On April 11, 2025, the company entered into a Cooperation Agreement with Ancora Holdings Group, LLC, a long-term shareholder, which outlines certain compositional changes to the Board, and provides for a standstill, voting commitment and other customary provisions.

The execution of the Cooperation agreement resulted in the appointment of three individuals as independent members to the Board on April 14, 2025, Steve Furcich, Carl Grassi, and Patrick Sweeney.

These individuals possess additive experience in key areas such as the agriculture and commodities sector, capital allocation, finance, long-term planning, and strategic reviews and transactions.

From April 14, 2025, through the Annual Meeting, the appointments resulted in an expansion of the Board to ten members.

The Board was reduced to eight members due to Ejnar A.

Knudsen III and Alain Treuer not standing for re-election at the 2025 Annual Meeting.

Leadership Transition

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.

Effective March 1, 2025, 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, which led the company until Mr.

Becker’s successor was appointed.

As part of the company’s corporate reorganization, Michelle Mapes' position as Chief Legal and Administration Officer and Corporate Secretary was contractually agreed to be eliminated at December 31, 2025 pursuant to an amendment to her employment contract dated February 27, 2025.

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 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.

On January 5, 2026, the Board of Directors of the company appointed Ann Reis to serve as Chief Financial Officer of the company effective January 6, 2026, who succeeds Phil Boggs who departed the company on January 5, 2026.

On January 12, 2026, the company announced the appointment of Ryan Loneman to serve as the General Counsel and Corporate Secretary of the company effective January 26, 2026.

Restructuring Costs

As part of the strategic review process, in early 2025, the company launched a corporate reorganization and cost reduction initiative that has significantly reduced selling, general and administrative expenses on an ongoing basis.

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.

As a result of the reorganization, the company recorded one-time restructuring costs of $24.3 million during the year ended December 31, 2025, which includes severance related to the departure of its former CEO.

Strategic Review

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

T a b le of Contents

focuses on optimizing its product mix to maximize current returns.

The decision to temporarily pause operations presents an opportunity to make some related infrastructure improvements, which would require additional investment.

Idling of Fairmont, Minnesota Plant

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.

Strategic Review

As previously announced, 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.

As part of the strategic review process, in early 2025, the company idled its Fairmont, Minnesota facility and launched a corporate reorganization and cost reduction initiative that will significantly reduce selling, general and administrative expenses on an ongoing basis.

As part of this initiative, the company has identified early in 2025 approximately $30 million of financial improvement annually, inclusive of savings from idling the Fairmont facility and realigning corporate and trade group selling, general and administrative functions to reflect current strategic priorities, and is continuing to identify more opportunities that may reduce selling, general and administrative functions further.

As a result of the reorganization, the company expects to take a one-time charge in the first quarter of 2025 of approximately $5 million to $7 million based on current estimates.

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.

As part of the company’s selling, general and administrative rationalization initiatives, the position of EVP-Commercial Operations was eliminated, effective February 6, 2025.

Kadavy entered into Separation Agreements with usual and customary terms and received total compensation of $1,061,458 under the terms of his separation agreement and employment agreement, as amended, which includes amounts related to vested shares, with performance share awards vesting at target.

Birmingham Terminal

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

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

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

Refer to Note 4 – Merger and Dispositions in the notes to the consolidated financial statements included herein for more information.

The Partnership Merger

On January 9, 2024, the transactions contemplated by the Merger Agreement were completed, and the company acquired all of the publicly held common units of the partnership not already owned by the company and its affiliates.

During the fourth quarter of 2024, the partnership was dissolved.

Refer to Note 4 – Merger and Dispositions in the notes to the consolidated financial statements included herein for more information.

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.

Operating Segments

11 unchanged sentences

Ethanol Plants.

We operate ten ethanol plants, located in six states, that produce ethanol, distillers grains, Ultra-High Protein and renewable corn oil.

Plant Location Plant Production

We own nine ethanol plants, located in five states, that produce ethanol, distillers grains, Ultra-High Protein and renewable corn oil.

The capacity disclosed below has been adjusted in the current period to represent the plants proven abilities to produce beyond their nameplate capacity.

The company's historical capacity disclosures were based on plant nameplate capacity.

The increased capacity is the result of a projection of annual capacity based on actual production levels achieved, and was not due to significant plant expansion or enhancement during the period.

Plant Location Stated Production

Capacity (mmgy)

3 unchanged sentences

Mount Vernon, Indiana (1)

Obion, Tennessee (1)

Otter Tail, Minnesota (3)

4 unchanged sentences

(1) Produces Ultra-High Protein.

(2) Committed to Tallgrass Trailblazer Pipeline.

(2) Connected to Tallgrass Trailblazer Pipeline.

(3) Committed to Summit Carbon Solutions Pipeline.

2 unchanged sentences

Miles driven typically increase during the spring and summer months related to vacation travel, followed closely by the fall season due to holiday travel.

T a b le of Contents

Corn Feedstock and Ethanol Production.

15 unchanged sentences

A beer column, within the distillation system, separates the alcohol from the spent grain mash.

The alcohol is dehydrated to 200-proof alcohol and either pumped into a holding tank and blended with approximately 2% denaturant as it is pumped into finished product storage tanks, or marketed as industrial or undenatured ethanol.

The alcohol is dehydrated to 200-proof alcohol and pumped into a holding tank and blended with approximately 2% denaturant as it is pumped into finished product storage tanks.

Distillers Grains.

1 unchanged sentence

The water, or thin stillage, is pumped from the centrifuge into an evaporator, where it is concentrated into a thick syrup.

The solids, or wet cake, that exit the centrifuge are conveyed to the dryer system and dried at varying temperatures to produce

distillers grains.

The solids, or wet cake, that exit the centrifuge are conveyed to the dryer system and dried at varying temperatures to produce distillers grains.

Syrup is reapplied to the wet cake prior to drying to provide additional nutrients.

5 unchanged sentences

Ultra-High Protein .

Ultra-High Protein is corn fermented protein produced by further processing of the spent grain mash from the beer column.

Ultra-High Protein is fermented corn protein produced by further processing of the spent grain mash from the beer column.

The spent grain is processed using FQT’s MSC™ technology, which contains a series of screening equipment to remove fiber from the spent grain which is sent to the distillers grain dryer.

The remaining product is washed and clarified into a wet protein stream which is dried in a ring dryer to produce Ultra-High Protein meal with protein concentrations of approximately 50%.

Our new specialty feed ingredient, Sequence™ has protein concentrations of approximately 60%.

Our specialty feed ingredient, Sequence™ has protein concentrations of approximately 60%.

Renewable Corn Oil.

8 unchanged sentences

We have service agreements to acquire the natural gas we need and transport the gas through pipelines to our plants.

T a b le of Contents

Electricity .

21 unchanged sentences

Mount Vernon, Indiana 1,034

Obion, Tennessee 8,168

Otter Tail, Minnesota 628

10 unchanged sentences

The fall harvest period typically results in higher handling margins and stronger financial results during the fourth quarter of each year.

Through Green Plains Trade, we provide marketing services for our ten ethanol plants for all of the co-products produced at these locations as well as market ethanol for a third party and also provide marketing services to our ethanol plants for natural gas procurement.

We market the ethanol we and a third party produce to local, regional, national and international customers.

We also purchase ethanol from independent producers for pricing arbitrage.

We sell to various markets under sales agreements with integrated energy companies;

retailers, traders and resellers in the United States and buyers for export to Brazil, Canada, Philippines, India, Europe and other international markets.

Through Green Plains Trade, we historically provided marketing services for our nine ethanol plants for all of the co-products produced at these locations as well as marketed ethanol for a third party, which ceased in April of 2025, and continue to provide marketing services to our ethanol plants for natural gas procurement.

Green Plains Trade ceased marketing ethanol produced by the plants in April of 2025, but continues to market all other co-products.

Eco-Energy, LLC now markets the ethanol produced by the plants.

Our ethanol is marketed by Eco-Energy LLC to local, regional, national and international customers.

We also purchase ethanol from independent producers for pricing arbitrage from time to time.

Our ethanol is sold to various markets under

T a b le of Contents

sales agreements with integrated energy companies;

retailers, traders and resellers in the United States and buyers for export to Canada.

Under these agreements, ethanol is priced under both fixed and indexed pricing arrangements.

5 unchanged sentences

We transport our renewable corn oil by truck to locations in a close proximity to our ethanol plants primarily in the southeastern and midwestern regions of the United States.

We also transport renewable corn oil by rail and barges to national markets as well as to exporters for shipment on vessels to international markets.

We also transport renewable corn oil by rail to national markets as well as to exporters for shipment on vessels to international markets.

We provide marketing services of natural gas to our ethanol plants including the procurement of both the pipeline capacity and natural gas.

7 unchanged sentences

Our competitors also include plants owned by farmers, cooperatives, oil refiners and retail fuel operators.

These competitors may continue to operate their plants even when market conditions are not favorable due to the benefits realized from their other operations.

These competitors may continue to operate their plants even when market conditions are not favorable due to the benefits realized from their other operations and lower cost structures.

As of December 31, 2025, the top four producers accounted for approximately 39% of the domestic production capacity with production capacities ranging from 850 mmgy to 3,146 mmgy.

Demand for corn from ethanol plants and other corn consumers exists in all areas and regions in which we operate.

According to the Renewable Fuels Association, there were 117 operational plants in Illinois, Indiana, Iowa, Minnesota, Nebraska and Tennessee, which are the states where we have production facilities as of December 31, 2024.

According to the Renewable Fuels Association, there were 114 operational plants in Illinois, Indiana, Iowa, Minnesota and Nebraska, which are the states where we have production facilities as of December 31, 2025.

The largest concentration of operational plants is located in Iowa, Nebraska and Illinois, where approximately 50% of all operational production capacity is located.

11 unchanged sentences

Our distillers grains and Ultra-High Protein feed ingredients compete against other feed ingredients including soybean meal, canola meal, ground corn, corn gluten meal and distillers grains from other ethanol producers domestically and abroad.

Our distillers corn oil competes against vegetable oils such as soybean oil, canola oil, and to some extent palm oil, as well as waste feedstocks including used cooking oil, animal fats and tallow.

Our renewable corn oil competes against vegetable oils such as soybean oil, canola oil, and to some extent palm oil, as well as waste feedstocks including used cooking oil, animal fats and tallow.

T a b le of Contents

Regulatory Matters

8 unchanged sentences

Our business may also be impacted by domestic and foreign government policies, such as clean fuel programs, tariffs, duties, subsidies, import and export restrictions and outright embargos.

On June 13, 2025, the FERC issued an order approving a Stipulation and Consent Agreement ("Consent Agreement") between the Office of Enforcement (“OE”) and the company.

The Consent Agreement resolved the OE’s investigation into trading activity conducted by the company which occurred during 2023.

As part of the Consent Agreement, the company agreed to pay a civil penalty of $0.9 million, pay $23 thousand in restitution and interest, implement enhancements to its compliance program and be subject to certain trading restrictions.

Human Capital Resources

Attracting, retaining and developing talented employees is essential to our success.

We accomplish this, in part, by our

competitive compensation practices, training initiatives, and growth opportunities within the company.

We accomplish this, in part, by our competitive compensation practices, training initiatives, and growth opportunities within the company.

On December 31, 2025, we had 642 full-time, part-time, temporary and seasonal employees, including 71 employees at our corporate office in Omaha, Nebraska.

10 unchanged sentences

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-K

Item 1. Business