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Item 9A. Controls and Procedures

2026-02-10 compared with 2025-02-07 · 511 added, 244 removed, 1273 unchanged (37% of the section changed)

1 unchanged sentence

Evaluation of Disclosure Controls and Procedures

We maintain disclosure controls and procedures designed to ensure information that must be disclosed in the reports we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to management, as appropriate, to allow timely decisions regarding required financial disclosure.

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the SEC’s rules and forms, and that such information is accumulated and communicated to management, as appropriate, to allow timely decisions regarding required financial disclosure.

In designing and evaluating the disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives.

10 unchanged sentences

We have not identified any changes in our internal control over financial reporting that occurred during the quarter ended December 31, 2025, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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Report of Independent Registered Public Accounting Firm

25 unchanged sentences

February 10, 2026

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Other Information.

17 unchanged sentences

Information in the Proxy Statement under “Independence of Auditors” and "Auditors' Fees" is incorporated by reference.

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Exhibits, Financial Statement Schedules.

17 unchanged sentences

Description of Exhibit

2.1(a) Asset Purchase Agreement among Hereford Ethanol Partners, L.P.

and Green Plains Hereford LLC, dated December 11, 2020.

(The schedules to the Asset Purchase Agreement have been omitted.

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

Asset Purchase Agreement among Hereford Ethanol Partners, L.P.

and Green Plains Hereford LLC, dated December 11, 2020 (incorporated herein by reference to Exhibit 2.9(a) to the company's Annual Report on Form 10-K filed on February 16 , 202 1 )

2.1(b) Asset Purchase Agreement, dated December 14, 2020, by and among Green Plains LP, Green Plains Holdings LLC, Green Plains Operating Company LLC, Green Plains Ethanol Storage LLC, Green Plains Logistics LLC, Green Plains Inc., Green Plains Trade Group LLC and Green Plains Hereford LLC.

1 unchanged sentence

Agreement and Plan of Merger, dated September 16, 2023, by and among Green Plains Inc., GPLP Holdings Inc., GPLP Merger Sub LLC, Green Plains Holdings LLC and Green Plains Partners LP.

(The schedules have been omitted pursuant to Item 601(b)(2) of Regulation S-K and will be provided to the Securities and Exchange Commission upon request.) (incorporated herein by reference to Exhibit 2.1 to the company's Current Report on Form 8-K filed September 18, 2023).

(incorporated herein by reference to Exhibit 2.1 to the company's Current Report on Form 8-K filed September 18, 2023).

Asset Purchase Agreement, dated August 22, 2025, by and among Green Plains Obion LLC and POET Biorefining - Obion, LLC.

(incorporated herein by reference to Exhibit 2.1 to the company's Current Report on Form 8-K filed on August 27, 2025)

First Amendment to Asset Purchase Agreement, dated September 25, 2025 by and between Green Plains Obion LLC and POET Biorefining - Obion, LLC (incorporated herein by reference to Exhibit 2.1 (b) to the company's Quarterly Report on Form 10-Q filed on November 5 , 202 5 )

3.1(a) Second Amended and Restated Articles of Incorporation of the company (incorporated herein by reference to Exhibit 3.1 of the company’s Current Report on Form 8-K filed October 15, 2008)

3 unchanged sentences

(incorporated herein by reference to Exhibit 3.1 to the company’s Current Report on Form 8-K filed May 16, 2014)

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3.1(d) Third Articles of Amendment to Second Amended and Restated Articles of Incorporation of Green Plains, Inc.

1 unchanged sentence

3.2 Fifth Amended and Restated Bylaws of Green Plains Inc., dated November 14, 2022 (incorporated herein by reference to Exhibit 3.1 to the company’s Current Report on Form 8-K filed on November 16, 2022)

4.1 Indenture relating to the 4.125% Convertible Senior Notes due 2022, dated as of August 15, 2016, between Green Plains Inc.

and Wilmington Trust, National Association, including the form of Global Note attached as Exhibit A thereto (incorporated herein by reference to Exhibit 4.1 to the company’s Current Report on Form 8-K filed August 15, 2016)

4.2(a) Indenture, dated March 1, 2021, between Green Plains Inc.

Indenture, dated March 1, 2021, between Green Plains Inc.

and Wilmington Trust, National Association, as trustee (incorporated herein by reference to Exhibit 4.1 to the company’s Current Report on Form 8-K dated March 1, 2021)

4.2(b) First Supplemental Indenture relating to the 2.25% Convertible Senior Notes due 2027, dated as of March 1, 2021, between Green Plains Inc.

First Supplemental Indenture relating to the 2.25% Convertible Senior Notes due 2027, dated as of March 1, 2021, between Green Plains Inc.

and Wilmington Trust, National Association, including the form of Global Note attached as Exhibit A thereto (incorporated herein by reference to Exhibit 4.2 to the company’s Current Report on Form 8-K dated March 1, 2021)

4.2(c) Form of Global Note representing 2.25% Convertible Senior Notes due 2027 (included as a part of Exhibit 4.3(b)).

Form of Global Note representing 2.25% Convertible Senior Notes due 2027 (included as a part of Exhibit 4.3(b)).

4.2 Indenture relating to the 4.00% Convertible Senior Notes due 2024, dated as of June 21, 2019, between Green Plains Inc.

and Wilmington Trust, National Association, including the form of Global Note attached as Exhibit A thereto (incorporated herein by reference to Exhibit 4.1 of the company’s Current Report on Form 8-K filed on June 21, 2019)

4.4 Description of Securities Registered Under Section 12 of the Exchange Act (incorporated herein by reference to Exhibit 4.7 of the company’s Annual Report on Form 10-K filed February 20, 2020)

4.3 Description of Securities Registered Under Section 12 of the Exchange Act (incorporated herein by reference to Exhibit 4.1 of the company’s Quarterly Report on Form 10-Q filed on May 3, 2024)

Indenture, dated October 27, 2025, between Green Plains Inc.

and Wilmington Trust, National Association, as trustee .

(incorporated herein by reference to Exhibit 4.1 to the company's Current Report on Form 8-K filed on October 28, 2025)

Form of Global Note representing 5.25% Convertible Senior Notes due 2030 (included as a part of Exhibit 4.4(a) of this Form 10-K).

(incorporated herein by reference to Exhibit 4.1 to the company's Current Report on Form 8-K filed on October 28, 2025)

10.1 Form of Indemnification Agreement (incorporated herein by reference to Exhibit 10.53 of the company’s Registration Statement on Form S-4/A filed August 1, 2008)

8 unchanged sentences

and Todd Becker, dated March 27, 2018 (incorporated herein by reference to Exhibit 10.52 of the company’s Quarterly Report on Form 10-Q filed on May 7, 2018)

Executive Change in Control Severance Plan Participation Letter by and between Green Plains Inc.

Becker, dated August 2, 2023 (incorporated herein by reference to Exhibit 10.3 to the company's Quarterly Report on Form 10-Q filed on August 4, 2023)

Amendment No.

3 to Employment Agreement by and between Green Plains Inc.

and Todd Becker dated December 1, 2024 (incorporated herein by reference to Exhibit 10.28 to the company's Annual Report on Form 10-K filed on February 7, 2025)

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

and Todd Becker effective March 1, 2025 (incorporated herein by reference to Exhibit 10.1 to the company's Current Report on Form 8-K filed on Fe bruary 28, 2025 )

*10.3(a) 2019 Equity Incentive Plan (incorporated herein by reference to Appendix A of the company’s Definitive Proxy Statement filed March 28, 2019)

3 unchanged sentences

Restricted Stock Agreement for 2019 Equity Incentive Plan (incorporated herein by reference to Exhibit 10.5(c) to the company's Annual Report on Form 10-K filed on February 9, 2024)

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*10.3(d) Green Plains Inc.

3 unchanged sentences

and Patrich Simpkins dated April 1, 2012 (incorporated herein by reference to Exhibit 10.2 of the company’s Quarterly Report on Form 10-Q filed May 1, 2014)

Executive Change in Control Severance Plan Participation Letter by and between Green Plains Inc.

and Patrich Simpkins, dated August 2, 2023 (incorporated herein by reference to Exhibit 10.3 to the company's Quarterly Report on Form 10-Q filed on August 4, 2023)

Employment Agreement by and between Green Plains Inc.

1 unchanged sentence

Mapes dated February 3, 2020 (incorporated herein by reference to Exhibit 10.12 of the company’s Annual Report on Form 10-K filed February 20, 2020)

Executive Change in Control Severance Plan Participation Letter by and between Green Plains Inc.

and Michelle Mapes, dated August 2, 2023 (incorporated herein by reference to Exhibit 10.3 to the company's Quarterly Report on Form 10-Q filed on August 4, 2023)

Amendment No.

1 to Employment Agreement by and between Green Plains Inc.

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

10.7(a) Revolving Credit Facility, dated as of April 30, 2018, by and among Green Plains Commodity Management LLC and Macquarie Bank Limited (incorporated herein by reference to Exhibit 10.4 to the company’s Quarterly Report on Form 10-Q dated May 7, 2018)

2 unchanged sentences

10.7(d) Third Amendment to Revolving Credit Facility, dated as of February 20, 2022, by and among Green Plains Commodity Management LLC, Macquarie Bank Limited and Macquarie Futures USA LLC (incorporated herein by reference to Exhibit 10.2 of the company’s Quarterly Report on Form 10-Q filed May 4, 2023)

Fourth Amendment to Revolving Credit Facility, dated as of June 18, 2025, by and among Green Plains Commodity Management LLC, Macquarie Bank Limited and Macquarie Futures USA LLC (incorporated herein by reference to Exhibit 10.9 to the company's Quarterly Report on Form 10-Q filed on August 11 , 2025)

10.8(a) Loan Agreement dated September 3, 2020 by and among Green Plains Wood River LLC and Green Plains Shenandoah LLC, as the Borrowers, and MetLife Real Estate Lending LLC, as the Lender (incorporated herein by reference to Exhibit 10.1 to the company’s Current Report on Form 8-K filed on September 8, 2020)

2 unchanged sentences

10.8(d) Deed of Trust, Security Agreement, Assignment of Leases and Rents and Fixture Filing dated September 3, 2020 by and among Green Plains Wood River LLC, as the Trustor, and MetLife Real Estate Lending LLC, as the Beneficiary (incorporated herein by reference to Exhibit 10.4 to the company’s Current Report on Form 8-K filed on September 8, 2020)

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10.8(e) Mortgage, Security Agreement, Assignment of Leases and Rents and Fixture Filing dated September 3, 2020 by and among Green Plains Shenandoah LLC, as the Borrower, and MetLife Real Estate Lending LLC, as the Lender (incorporated herein by reference to Exhibit 10.5 to the company’s Current Report on Form 8-K filed on September 8, 2020)

10.8(f) Modification to the Loan Agreement, dated May 24, 2024, by and among Green Plains Wood River LLC, and Green Plains Shenandoah, LLC, as the Borrowers, and MetLife Real Estate Lending LLC, as the Lender (incorporated herein by reference to Exhibit 10.1 of the company’s Quarterly Report on Form 10-Q filed August 6, 2024)

10.9(a) Note Purchase Agreement dated February 9, 2021 by and among Green Plains SPE LLC, as the Issuer, Green Plains Inc., as Guarantor, and Purchasers signatory thereto.

(The schedules to the Note Purchase Agreement have been omitted.

The Company will furnish such schedules to the SEC upon request.) (incorporated herein by reference to Exhibit 10.1 to the company’s Current Report on Form 8-K filed on February 12, 2021)

10.9(b) Pledge and Security Agreement dated February 9, 2021 by and among Green Plains SPE LLC, as the Pledgor, in favor of Wilmington Trust, National Association, as Trustee.

(The schedules to the Pledge and Security Agreement have been omitted.

The Company will furnish such schedules to the SEC upon request.) (incorporated herein by reference to Exhibit 10.2 to the company’s Current Report on Form 8-K filed on February 12, 2021)

10.9(c) Indenture dated February 9, 2021 by Green Plains SPE LLC, as Issuer, Green Plains Inc., as Guarantor and Wilmington Trust, National Association, as Trustee.

(The schedules to the Indenture have been omitted.

The Company will furnish such schedules to the SEC upon request.) (incorporated herein by reference to Exhibit 10.3 to the company’s Current Report on Form 8-K filed on February 12, 2021)

Note Purchase Agreement dated February 9, 2021 by and among Green Plains SPE LLC, as the Issuer, Green Plains Inc., as Guarantor, and Purchasers signatory thereto (incorporated herein by reference to Exhibit 10.1 to the company’s Current Report on Form 8-K filed on February 12, 2021)

Pledge and Security Agreement dated February 9, 2021 by and among Green Plains SPE LLC, as the Pledgor, in favor of Wilmington Trust, National Association, as Trustee (incorporated herein by reference to Exhibit 10.2 to the company’s Current Report on Form 8-K filed on February 12, 2021)

Indenture dated February 9, 2021 by Green Plains SPE LLC, as Issuer, Green Plains Inc., as Guarantor and Wilmington Trust, National Association, as Trustee.

(incorporated herein by reference to Exhibit 10.3 to the company’s Current Report on Form 8-K filed on February 12, 2021)

10.9(d) First Priority Mortgage, Assignment of Leases and Rents, Security Agreement and Financing Statement from Green Plains Mount Vernon LLC, as Mortgagor and Wilmington Trust, National Association, as Mortgagee.

2 unchanged sentences

(incorporated herein by reference to Exhibit 10.5 to the company’s Current Report on Form 8-K filed on February 12, 2021)

First Supplemental Indenture, dated May 7, 2025, related to Note Purchase Agreement dated February 9, 2021, by Green Plains SPE LLC, as Issuer, Green Plains Inc., as Guarantor and Wilmington Trust, National Association, as Trustee (incorporated herein by reference to Exhibit 10.8 to the company's Quarterly Report on Form 10-Q filed on May 8, 2025)

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

1 dated May 13, 2022 and as supplemented by the first supplemental indenture, dated May 7, 2025 (incorporated herein by reference to Exhibit 10.9 to the company's Quarterly Report on Form 10-Q filed on May 8, 2025)

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

and BlackRock Global Allocation Fund, Inc.

(incorporated herein by reference to Exhibit 10.10(a) to the company's Quarterly Report on Form 10-Q filed on May 8, 2025)

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

and BlackRock Global Allocation Collective Fund (incorporated herein by reference to Exhibit 10.10(b) to the company's Quarterly Report on Form 10-Q filed on May 8, 2025)

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

and BlackRock Total Return Bond Fund (incorporated herein by reference to Exhibit 10.10(c) to the company's Quarterly Report on Form 10-Q filed on May 8, 2025)

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

and Strategic Income Opportunities Bond Fund (incorporated herein by reference to Exhibit 10.10(d) to the company's Quarterly Report on Form 10-Q filed on May 8, 2025)

Amended and Restated Indenture, dated August 10, 2025, related to Note Purchase Agreement dated February 9, 2021, by Green Plains SPE LLC, as Issuer, Green Plains Inc., as Guarantor and Wilmington Trust, National Association, as Trustee (incorporated herein by reference to Exhibit 10.1 1 to the company's Quarterly Report on Form 10-Q filed on August 11, 2025)

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Subscription Agreement, dated August 10, 2025, by and between Green Plains Inc., BlackRock Global Allocation Fund, Inc., BlackRock Global Allocation Collective Fund, BlackRock Total Return Bond Fund, and Strategic Income Opportunities Bond Fund (incorporated herein by reference to Exhibit 10.1 2 to the company's Quarterly Report on Form 10-Q filed on August 11, 2025)

Pledge and Security Agreement dated August 10, 2025 by and among Green Plains Inc.

and its subsidiaries, individually and/or collectively as the Pledgor, in favor of Wilmington Trust, National Association, as Trustee (incorporated herein by reference to Exhibit 10.1 3 to the company's Quarterly Report on Form 10-Q filed on August 11, 2025)

Amended and Restated Pledge and Security Agreement dated August 10, 2025 by and among Green Plains SPE LLC, as the Pledgor, in favor of Wilmington Trust, National Association, as Trustee (incorporated herein by reference to Exhibit 10.1 4 to the company's Quarterly Report on Form 10-Q filed on August 11, 2025)

Pledge and Security Agreement dated August 10, 2025 by and among Green Plains York Capture Company LLC, Green Plains Wood River Capture Company LLC and Green Plains Central City Capture Company LLC individually and/or collectively as the Pledgor, in favor of Wilmington Trust, National Association, as Trustee (incorporated herein by reference to Exhibit 10.1 5 to the company's Quarterly Report on Form 10-Q filed on August 11, 2025)

Warrant Agreement to Purchase Common Stock of Green Plains Inc., dated August 10, 2025, by and between Green Plains Inc.

and BlackRock Global Allocation Fund, Inc.

(incorporated herein by reference to Exhibit 10.1 6(a) to the company's Quarterly Report on Form 10-Q filed on August 11, 2025)

Warrant Agreement to Purchase Common Stock of Green Plains Inc., dated August 10, 2025, by and between Green Plains Inc.

and BlackRock Global Allocation Collective Fund (incorporated herein by reference to Exhibit 10.16( b ) to the company's Quarterly Report on Form 10-Q filed on August 11, 2025)

Warrant Agreement to Purchase Common Stock of Green Plains Inc., dated August 10, 2025, by and between Green Plains Inc.

and Strategic Income Opportunities Bond Fund (incorporated herein by reference to Exhibit 10.16( c ) to the company's Quarterly Report on Form 10-Q filed on August 11, 2025)

Warrant Agreement to Purchase Common Stock of Green Plains Inc., dated August 10, 2025, by and between Green Plains Inc.

and BlackRock Total Return Bond Fund (incorporated herein by reference to Exhibit 10.16( d ) to the company's Quarterly Report on Form 10-Q filed on August 11, 2025)

Loan and Security Agreement, dated March 25, 2022, by and among Green Plains Inc., as Guarantor, Green Plains Finance Company LLC, Green Plains Grain Company LLC and Green Plains Trade Group LLC as the Borrowers, ING Capital LLC, as Agent and the other financial institutions party thereto.

(The exhibits and schedules to the Loan and Security Agreement have been omitted.

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

(incorporated herein by reference to Exhibit 10.1 to the company's Current Report on Form 8-K filed on March 28, 2022).

10.11(a) Exchange Agreement, dated August 3, 2022, by and between Green Plains Inc and the applicable Noteholders (incorporated herein by reference to Exhibit 10.1 to the company's Current Report on Form 8-K filed on August 4, 2022)

10.11(b) Exchange Agreement, dated August 4, 2022, by and between Green Plains Inc and the applicable Noteholders (incorporated herein by reference to Exhibit 10.1 to the company's Current Report on Form 8-K filed on August 5, 2022)

10.11(c) Exchange Agreement, dated August 4, 2022, by and between Green Plains Inc and the applicable Noteholders (incorporated herein by reference to Exhibit 10.2 to the company's Current Report on Form 8-K filed on August 5, 2022)

10.11(d) Exchange Agreement, dated August 24, 2022, by and between Green Plains Inc and the applicable Noteholders (incorporated herein by reference to Exhibit 10.1 to the company's Current Report on Form 8-K filed on August 25, 2022)

*10.12 Employment Agreement by and between Green Plains Inc.

Stark, dated March 1, 2023 (incorporated herein by reference to Exhibit 10.4 to the company's Quarterly Report on Form 10-Q filed on May 4, 2023).

First Amendment to Loan and Security Agreement, dated April 14, 2025, related to Loan and Security Agreement dated March 25, 2022, by and among Green Plains Inc., as Guarantor, Green Plains Finance Company LLC, Green Plains Grain Company LLC and Green Plains Trade Group LLC as the Borrowers, ING Capital LLC, as Agent and the other financial institutions party thereto (incorporated herein by reference to Exhibit 10.

7 to the company's Quarterly Report on Form 10-Q filed on May 8 , 202 5 )

Green Plains Inc.

Executive Change in Control Severance Plan, dated August 2, 2023 (incorporated herein by reference to Exhibit 10.2 to the company's Quarterly Report on Form 10-Q filed on August 4, 2023)

*10.14 Executive Change in Control Severance Plan Participation Letter by and between Green Plains Inc.

Becker, dated August 2, 2023 (incorporated herein by reference to Exhibit 10.3 to the company's Quarterly Report on Form 10-Q filed on August 4, 2023)

*10.15 Executive Change in Control Severance Plan Participation Letter by and between Green Plains Inc.

Stark, dated August 2, 2023 (incorporated herein by reference to Exhibit 10.3 to the company's Quarterly Report on Form 10-Q filed on August 4, 2023)

*10.16 Executive Change in Control Severance Plan Participation Letter by and between Green Plains Inc.

and Michelle Mapes, dated August 2, 2023 (incorporated herein by reference to Exhibit 10.3 to the company's Quarterly Report on Form 10-Q filed on August 4, 2023)

*10.17 Executive Change in Control Severance Plan Participation Letter by and between Green Plains Inc.

and Chris Osowski, dated August 2, 2023 (incorporated herein by reference to Exhibit 10.3 to the company's Quarterly Report on Form 10-Q filed on August 4, 2023)

*10.18 Executive Change in Control Severance Plan Participation Letter by and between Green Plains Inc.

and Patrich Simpkins, dated August 2, 2023 (incorporated herein by reference to Exhibit 10.3 to the company's Quarterly Report on Form 10-Q filed on August 4, 2023)

Green Plains Inc.

Director Compensation Program (incorporated herein by reference to Exhibit 10.31 to the company's Annual Report on Form 10- K filed on Feb ruary 9 , 202 4 )

Director Compensation Program (incorporated herein by reference to Exhibit 10.31 to the company's Annual Report on Form 10-K filed on February 9, 2024)

Green Plains Partners LP 2015 Long-Term Incentive Plan (incorporated herein by reference to Exhibit 10.32 to the company's Annual Report on Form 10-K filed on February 9, 2024)

10.21 Support Agreement, dated September 16, 2023, by and among Green Plains Partners LP, Green Plains Inc., and the parties listed on the signature pages thereto (incorporated herein by reference to Exhibit 10.1 to the company's Registration Statement on Form S-4/A filed on filed November 17, 2023)

10.14 Cooperation Agreement, dated February 6, 2024, by and among Green Plains Inc.

1 unchanged sentence

Employment Agreement by and between Green Plains Inc.

and Grant Kadavy, dated October 3, 2022 (incorpo rated herein by reference to Exhibit 10.

1 to the company's Quarterly Report on Form 10-Q filed on May 3 , 202 4 )

and Grant Kadavy, dated October 3, 2022 (incorporated herein by reference to Exhibit 10.1 to the company's Quarterly Report on Form 10-Q filed on May 3, 2024)

Executive Change in Control Severance Plan Participation Letter by and between Green Plains Inc.

and Grant Kadavy, dated August 2, 2023 (incorporated herein by reference to Exhibit 10.

2 to the company's Quarterly Report on Form 10-Q filed on May 3, 2024)

and Grant Kadavy, dated August 2, 2023 (incorporated herein by reference to Exhibit 10.2 to the company's Quarterly Report on Form 10-Q filed on May 3, 2024)

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Amendment No.

1 to Employment Agreement by and between Green Plains Inc.

and Phil Boggs effective November 1, 2024 (incorporated herein by reference to Exhibit 10.1 to the company's Current Report on Form 8-K /A filed on November 15, 2024 )

*10.26 Executive Change in Control Severance Plan Participation Letter - Amended and Restated by and between Green Plains Inc.

and Phil Boggs dated November 4, 2024 (incorporated herein by reference to Exhibit 10.

2 to the company's Current Report on Form 8-K/A filed on November 15, 2024)

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

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

and Jim Stark dated November 15, 2024 (incorporated herein by reference to Exhibit 10.

3 to the company's Current Report on Form 8-K/A filed on November 15, 2024)

*10.28 Amendment No.

3 to Employment Agreement by and between Green Plains Inc.

and Todd Becker dated December 1, 2024

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

Employment Agreement by and between Green Plains Inc.

and Phil Boggs , dated December 2, 2021

Amendment No.

1 to Employment Agreement by and between Green Plains Inc.

and Grant Kadavy dated February 6, 2025

and Phil Boggs effective November 1, 2024 (incorporated herein by reference to Exhibit 10.1 to the company's Current Report on Form 8-K/A filed on November 15, 2024)

Executive Change in Control Severance Plan Participation Letter - Amended and Restated by and between Green Plains Inc.

and Phil Boggs dated November 4, 2024 (incorporated herein by reference to Exhibit 10.2 to the company's Current Report on Form 8-K/A filed on November 15, 2024)

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

and Grant Kadavy dated February 6, 2025

and Phil Boggs dated January 5, 2026

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

and Ancora Holdings Group, LLC (incorporated herein by reference to Exhibit 10.1 to the company's Current Report on Form 8-K filed on April 15, 2025 )

Ethanol Marketing Agreement, dated April 16, 2025, by and between Green Plains Trade Group LLC and Eco-Energy, LLC (incorporated herein by reference to Exhibit 10.1 to the company's Current Report on Form 8-K filed on April 22, 2025)

Secured Line of Credit Agreement, dated May 7, 2025 by Green Plains Inc., as Borrower, Green Plains Central City LLC, as Guarantor and Ancora Alternatives LLC, as Lender (incorporated herein by reference to Exhibit 10.11 to the company's Quarterly Report on Form 10-Q filed on May 8, 2025)

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

and Ancora Catalyst Institutional, LP (incorporated herein by reference to Exhibit 10.12(a) to the company's Quarterly Report on Form 10-Q filed on May 8, 2025)

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

and Ancora Catalyst, LP (incorporated herein by reference to Exhibit 10.12(b) to the company's Quarterly Report on Form 10-Q filed on May 8, 2025)

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

and Ancora Merlin Institutional, LP (incorporated herein by reference to Exhibit 10.12(c) to the company's Quarterly Report on Form 10-Q filed on May 8, 2025)

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

and Ancora Merlin, LP (incorporated herein by reference to Exhibit 10.12(d) to the company's Quarterly Report on Form 10-Q filed on May 8, 2025)

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

and Ancora Bellator Fund, LP (incorporated herein by reference to Exhibit 10.12(e) to the company's Quarterly Report on Form 10-Q filed on May 8, 2025)

10.20 Sale, Assignment and Assumption Agreement, dated June 30, 2025, by and between Green Plains Turnkey I LLC and Tharaldson Ethanol Plant I, LLC (incorporated herein by reference to Exhibit 10.10 to the company's Quarterly Report on Form 10-Q filed on August 11, 2025)

Employment Agreement by and between Green Plains Inc.

and Chris Osowski, effective August 19, 2025 (incorporated herein by reference to Exhibit 10.1 to the company's Current Report on Form 8-K filed on August 19, 2025)

Executive Change in Control Severance Plan Participation Letter by and between Green Plains Inc.

and Chris Osowski, dated August 2, 2023 (incorporated herein by reference to Exhibit 10.3 to the company's Quarterly Report on Form 10-Q filed on August 4, 2023)

Tax Credit Purchase Agreement By and Between Green Plains Inc.

and Freepoint Commodities C LLC (incorporated herein by reference to Exhibit 10.1 to the company's Current Report on Form 8-K filed on September 17, 2025)

First Amendment to Tax Credit Purchase Agreement By and Between Green Plains Inc.

and Freepoint Commodities C LLC effective December 10, 2025

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Offer Letter by and between Green Plains Inc.

and Ann Reis, dated December 10, 2025 (incorporated herein by reference to Exhibit 10.

1 to the company's Current Report on Form 8-K filed on January 5, 2026)

Employment Agreement by and between Green Plains Inc.

and Ann Reis, effective January 6, 2026 (incorporated herein by reference to Exhibit 10.2 to the company's Current Report on Form 8-K filed on January 5, 2026)

Offer Letter by and between Green Plains Inc.

and Ryan Loneman, dated January 8 , 2026 (incorporated herein by reference to Exhibit 10.

1 to the company's Current Report on Form 8-K filed on January 12, 2026)

Employment Agreement by and between Green Plains Inc.

and Ryan Loneman, effective January 26, 2026 (incorporated herein by reference to Exhibit 10.2 to the company's Current Report on Form 8-K filed on January 12, 2026)

19.1 Green Plains Inc.

14 unchanged sentences

Annual Report on Form 10-K for the year ended December 31, 2025, formatted in iXBRL

__________________

Represents management compensatory contracts

Pursuant to Item 601(a)(5) of Regulation S-K, certain schedules and similar attachments have been omitted.

The registrant hereby agrees to furnish a copy of any omitted schedule or similar attachment to the Securities and Exchange Commission upon request.

Form 10-K Summary.

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Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

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Signature Title Date

Becker President and Chief Executive Officer February 7, 2025

Becker (Principal Executive Officer) and Director

/s/ Philip B.

Boggs Chief Financial Officer (Principal Financial February 7, 2025

Boggs Officer and Principal Accounting Officer)

President and Chief Executive Officer

February 10, 2026

(Principal Executive Officer) and Director

Chief Financial Officer (Principal Financial February 10, 2026

Officer and Principal Accounting Officer)

/s/ Jim Anderson Chairman of the Board February 10, 2026

/s/ Farha Aslam Director February 10, 2026

Knudsen III Director February 7, 2025

/s/ Steve Furcich

Director February 10, 2026

Steve Furcich

/s/ Carl Grassi

Director February 10, 2026

Peterson Director February 10, 2026

2 unchanged sentences

Martin Salinas Jr.

/s/ Alain Treuer Director February 7, 2025

/s/ Kimberly Wagner Director February 7, 2025

/s/ Patrick Sweeney

Director February 10, 2026

Patrick Sweeney

/s/ Kimberly Wagner

Director February 10, 2026

Kimberly Wagner

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Report of Independent Registered Public Accounting Firm

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Basis values are generally determined using inputs from broker quotations or other market transactions.

As of December 31, 2024, the recorded balances of the Company’s derivative assets and liabilities associated with forward contracts were $10.2 million and $4.8 million, respectively, and are classified as Level 2 assets and liabilities within Notes 5 and 10.

As of December 31, 2025, the recorded balances of the Company’s derivative assets and liabilities associated with forward contracts were $6,927 thousand and $7,901 thousand, respectively, and are classified as Level 2 assets and liabilities within Notes 5 and 10.

We identified the assessment of the valuation of forward contracts as a critical audit matter.

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To assess the valuation of forward contracts, for a sample of contracts, we tested the Company’s exchange-quoted prices by comparing

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the amounts used to observable market transactions and evaluated the Company’s adjustments for regional location basis values by comparing inputs used by the Company to third-party information, including broker quotations or other market transactions .

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February 10, 2026

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GREEN PLAINS INC.

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Operating lease right-of-use assets 63,849 72,161

Deferred income taxes, net 33,837 —

Other assets 41,242 98,521

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Operating lease long-term liabilities 43,648 49,190

Carbon equipment liabilities 104,217 17,918

Other liabilities 27,862 22,382

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Accumulated other comprehensive income (loss) ( 618 ) 973

Treasury stock, 2,805,059 shares

Treasury stock, 5,667,654 and 2,805,059 shares, respectively

( 61,474 ) ( 31,174 )

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See accompanying notes to the consolidated financial statements.

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GREEN PLAINS INC.

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Selling, general and administrative expenses 122,713 118,045 133,350

Gain on sale of assets ( 30,723 ) ( 5,265 ) —

Gain on sale of assets, net ( 31,535 ) ( 30,723 ) ( 5,265 )

Depreciation and amortization expenses 98,434 90,587 98,244

Impairment of assets held for sale 14,562 — —

Total costs and expenses 2,158,928 2,506,255 3,357,321

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Earnings per share

Net income (loss) attributable to Green Plains - basic and diluted $ ( 1.29 ) $ ( 1.59 ) $ ( 2.29 )

Net loss attributable to Green Plains - basic and diluted $ ( 1.80 ) $ ( 1.29 ) $ ( 1.59 )

Weighted average shares outstanding

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See accompanying notes to the consolidated financial statements.

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GREEN PLAINS INC.

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See accompanying notes to the consolidated financial statements.

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GREEN PLAINS INC.

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Cash dividends and distributions declared — — — — — — — — ( 22,728 ) ( 22,728 )

Other comprehensive loss before reclassification — — — — ( 16,109 ) — — ( 16,109 ) — ( 16,109 )

Other comprehensive income before reclassification — — — — 6,348 — — 6,348 — 6,348

Amounts reclassified from accumulated other comprehensive loss — — — — 17,083 — — 17,083 — 17,083

Other comprehensive loss, net of tax — — — — ( 14,281 ) — — ( 14,281 ) — ( 14,281 )

Exchange of 4.125 % convertible notes due 2022

— — 19,756 — — ( 1,188 ) 13,211 32,967 — 32,967

Redemption of 4.00 % convertible notes due 2024

— — 15,797 ( 4,251 ) 47,241 63,038 — 63,038

Other comprehensive income, net of tax — — — — 23,431 — — 23,431 — 23,431

Investment in subsidiaries — — — — — — — — 572 572

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Net income (loss) — — — ( 82,497 ) — — — ( 82,497 ) 1,308 ( 81,189 )

Cash dividends and distributions declared — — — — — — — — ( 22,728 ) ( 22,728 )

Other comprehensive income before reclassification — — — — 6,348 — — 6,348 — 6,348

Distributions declared — — — — — — — — ( 5,165 ) ( 5,165 )

Other comprehensive loss before reclassification — — — — ( 6,082 ) — — ( 6,082 ) — ( 6,082 )

Amounts reclassified from accumulated other comprehensive loss — — — — 10,215 — — 10,215 — 10,215

Other comprehensive income, net of tax — — — — 4,133 — — 4,133 — 4,133

Partnership Merger 4,746 5 97,035 — — — — 97,040 ( 133,765 ) ( 36,725 )

Investment in subsidiaries — — ( 769 ) — — — — ( 769 ) 621 ( 148 )

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Amounts reclassified from accumulated other comprehensive loss — — — — 7,508 — — 7,508 — 7,508

Other comprehensive income, net of tax — — — — 4,133 — — 4,133 — 4,133

Partnership Merger 4,746 5 97,035 — — — — 97,040 ( 133,765 ) ( 36,725 )

Other comprehensive loss, net of tax — — — — ( 1,591 ) — — ( 1,591 ) — ( 1,591 )

Investment in subsidiaries — — — — — — — — 1,914 1,914

Proventus disposition

— — — — — — — — ( 4,534 ) ( 4,534 )

Issuance of warrants — — 24,131 — — — — 24,131 — 24,131

Modification of warrants — — 7,520 — — — — 7,520 — 7,520

Exercise of warrants 7,050 7 7,575 — — — — 7,582 — 7,582

Share repurchase

— — — — — 2,863 ( 30,300 ) ( 30,300 ) — ( 30,300 )

Stock-based compensation 940 1 14,967 — — — — 14,968 — 14,968

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See accompanying notes to the consolidated financial statements.

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GREEN PLAINS INC.

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Amortization of debt issuance costs and non-cash interest expense 9,967 2,277 2,693

Gain on the sale of assets ( 30,723 ) ( 5,265 ) —

Gain on the sale of assets, net ( 31,535 ) ( 30,723 ) ( 5,265 )

Impairment of assets held for sale 14,562 — —

Inventory lower of cost or net realizable value adjustment 1,463 2,143 2,627

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Purchases of property and equipment, net ( 37,199 ) ( 95,084 ) ( 108,093 )

Proceeds from the sale of marketable securities — — 124,523

Proceeds from the sale of assets, net 179,909 48,704 25,403

Investment in equity method investees ( 15,672 ) ( 24,206 ) ( 17,156 )

Other investing activities — — ( 253 )

Net cash used in investing activities ( 62,052 ) ( 106,896 ) ( 105,252 )

Proceeds for the sale of equity method investment 24,332 — —

Investment in equity method investees, net ( 4,909 ) ( 15,672 ) ( 24,206 )

Net cash provided by (used in) investing activities 162,133 ( 62,052 ) ( 106,896 )

Cash flows from financing activities

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Payments on short-term borrowings ( 505,644 ) ( 724,133 ) ( 1,223,785 )

Payments on extinguishment of convertible debt — — ( 1,766 )

Net proceeds from product financing arrangement 3,395 — —

Payments for repurchase of common stock ( 30,000 ) — —

Payments on extinguishment of non-controlling interest — ( 29,196 ) —

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Continued on the following page

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GREEN PLAINS INC.

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Extinguishment of non-controlling interest within additional paid-in capital $ — $ 133,765 $ —

Exchange of 4.00 % convertible notes due 2024 for shares of common stock held in treasury stock

$ — $ — $ 64,000

Exchange of 4.125 % convertible notes due 2022 for shares of common stock held in treasury stock

$ — $ — $ 32,550

Supplemental investing activities

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Capital expenditures in accounts payable $ 2,548 $ 5,502 $ 7,001

Capital expenditures in long-term debt $ 34,523 $ — $ —

Capital expenditures in other liabilities $ 104,217 $ 17,918 $ —

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See accompanying notes to the consolidated financial statements.

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GREEN PLAINS INC.

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Unconsolidated entities are included in the financial statements on an equity basis.

The company also owns a majority interest in FQT, with their results being consolidated in our consolidated financial statements.

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

Refer to Note 4 – Merger and Dispositions included herein for more information.

The company also owns a majority interest in FQT, with their results being consolidated in our consolidated financial statements.

Reclassifications

Certain prior year amounts have been reclassified to conform to the current year presentation.

These reclassifications did not affect total revenues, costs and expenses or net income, but increased cost of goods sold and decreased gross margin, within the ethanol production segment.

Costs historically reported as operations and maintenance expenses in the consolidated statements of operations are now being reported within cost of goods sold.

These reclassifications did not affect total assets, liabilities, or equity on the consolidated balance sheets, but separately disclose comparable balances of liabilities previously disclosed within other liabilities.

Use of Estimates in the Preparation of Consolidated Financial Statements

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• 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.

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 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.

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• 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.

As a result of the Merger, the partnership's operations are included in the ethanol production operating segment.

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.

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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

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The company uses exchange-traded futures and options contracts and forward purchase and sale contracts to attempt to minimize the effect of price changes on ethanol, renewable corn oil, grain and natural gas.

Exchange-traded futures and options contracts are valued at quoted market prices and settled predominantly in cash.

Exchange-traded futures and

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options contracts are valued at quoted market prices and settled predominantly in cash.

The company is exposed to loss when counterparties default on forward purchase and sale contracts.

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The company is exposed to credit risk resulting from the possibility that another party may fail to perform according to the terms of the company’s contract.

The company sells ethanol, distillers grains, Ultra-High Protein and renewable corn oil and markets products for third parties, which can result in concentrations of credit risk from a variety of customers, including major integrated oil companies, large independent refiners, petroleum wholesalers and other marketers.

The company sells ethanol, distillers grains, Ultra-High Protein and renewable corn oil, which can result in concentrations of credit risk from a variety of customers, including major integrated oil companies, large independent refiners, petroleum wholesalers and other marketers.

The company also sells grain to large commercial buyers.

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The company is also exposed to credit risk on prepayments of undelivered inventories with a few major suppliers of petroleum products and agricultural inputs.

The company has master netting arrangements with various counterparties for the purchase and sale of natural gas.

On the consolidated balance sheets, the associated net amount for each counterparty is reflected as either an accounts receivable

or accounts payable.

If the amount for each counterparty were reflected on a gross basis, the company's accounts receivable and accounts payable would increase by $ 0.5 million and $ 1.2 million at December 31, 2024 and 2023, respectively.

The company has master netting arrangements with various counterparties for ethanol sales and related marketing fees and the purchase and sale of natural gas.

On the consolidated balance sheets, the associated net amount for each counterparty is reflected as either an accounts receivable or accounts payable.

If the amount for each counterparty were reflected on a gross basis, the company's accounts receivable and accounts payable would increase by $ 5.9 million and $ 0.5 million at

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December 31, 2025 and 2024, respectively.

Corn held for ethanol production, ethanol, distillers grain, Ultra-High Protein, and renewable corn oil inventories are recorded at the lower of average cost or net realizable value, except fair-value hedged inventories.

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These intangible assets were capitalized at fair market value and are being amortized over their estimated useful lives.

Assets Held for Sale

In accordance with ASC 360, Property, Plant, Equipment , the company determined the carrying values of certain assets classified as held for sale were not recoverable and exceeded their fair values.

The company then measured the impairment losses by comparing the book values with current third-party quoted market prices , resulting in a total impairment of $ 14.6 million, which is recorded within impairment of assets held for sale in the ethanol production segment on the consolidated statements of operations for the year ended December 31, 2025.

After the impairment, we have $ 2.0 million of assets held for sale as of December 31, 2025, which were recorded in the ethanol production segment within property and equipment, net of accumulated depreciation and amortization on the consolidated balance sheets.

Impairment of Long-Lived Assets

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Changes in estimated fair value could result in an impairment of the asset.

There were no material impairment charges recorded for the periods reported.

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Goodwill is an asset representing the future economic benefits arising from other assets acquired in a business combination that are not individually identified and separately recognized.

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The company is required to perform impairment tests related to goodwill annually, which it performs as of October 1, or if an indicator of impairment occurs.

company’s market capitalization or market prices for similar assets or businesses, or a significant adverse change in legal or regulatory matters or business climate.

Circumstances that may indicate impairment include a decline in the company’s future projected cash flows, a decision to suspend plant operations for an extended period of time, sustained decline in the company’s market capitalization or market prices for similar assets or businesses, or a significant adverse change in legal or regulatory matters or business climate.

Significant management judgment is required to determine the fair value of goodwill and measure impairment, which include, but are not limited to, market capitalization, prospective financial information, growth rates, discount rates, inflationary factors, and cost of capital.

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The company evaluates equity method investments for impairment if there is evidence an investment may be impaired.

Distributions paid to the company from unconsolidated affiliates are classified as operating activities in the consolidated statements of cash flows until the cumulative distributions exceed the company’s proportionate share of income from the unconsolidated affiliate since the date of initial investment.

Distributions paid to the company from unconsolidated affiliates are classified as operating activities in the consolidated statements of cash flows until the cumulative distributions exceed the

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company’s proportionate share of income from the unconsolidated affiliate since the date of initial investment.

The amount of cumulative distributions paid to the company that exceeds the cumulative proportionate share of income in each period represents a return of investment, which is classified as an investing activity in the consolidated statements of cash flows.

Our equity method investments, which consist primarily of our 50 % investment in GP Turnkey Tharaldson LLC, totaled $ 51.6 million and $ 41.7 million as of December 31, 2024 and 2023, respectively, and are reflected in other assets on the consolidated balance sheet.

Interest capitalized related to our equity method investments during the years ended December 31, 2024 and 2023 totaled $ 0.8 million and $ 1.4 million, respectively.

On June 30, 2025, the company disposed of its 50% investment in GP Turnkey Tharaldson, which was accounted for on an equity method basis.

Refer to Note 4 - Merger and Dispositions for further analysis.

As of December 31, 2024, our equity method investments consisted primarily of our 50 % investment in GP Turnkey Tharaldson, which totaled $ 51.6 million and is reflected in other assets on the consolidated balance sheet.

Product Financing Arrangement

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

In accordance with ASC 606, Revenue from Contracts with Customers ("ASC 606"), this agreement was accounted for as a financing transaction and revenue is precluded.

As of December 31, 2025, a liability of $ 3.4 million was recorded within accrued and other liabilities on the consolidated balance sheets.

Carbon Equipment Liabilities

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

The equipment build is in the final stages at two of our Nebraska plants as of December 31, 2025, and the company has executed a financing agreement in which the cost of the project will be paid monthly over 12 years commencing once the projects have reached substantial completion.

Of the three projects, one has reached substantial completion and has been recorded within debt as of December 31, 2025.

The total spend related to the other two Nebraska CCS construction projects has been recorded within carbon equipment liabilities on the consolidated balance sheets.

While fully operational as of December 31, 2025, these two projects did not reach substantial completion until January of 2026.

The amounts presented as carbon equipment liabilities will be reclassified and presented as debt on the consolidated balance sheets in January of 2026.

Financing Costs

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Deferred tax assets are reduced by a valuation allowance when it is more likely than not that some portion or all of the deferred tax assets will not be realized.

The company recognizes uncertainties in income taxes within the financial statements under a process by which the likelihood of a tax position is gauged based upon the technical merits of the position, and then a subsequent measurement relates the maximum benefit and the degree of likelihood to determine the amount of benefit recognized in the financial statements.

The company recognizes uncertainties in income taxes within the financial statements under a process by which the

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likelihood of a tax position is gauged based upon the technical merits of the position, and then a subsequent measurement relates the maximum benefit and the degree of likelihood to determine the amount of benefit recognized in the financial statements.

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

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

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

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

Recent Accounting Pronouncements

In December 2025, the FASB issued ASU 2025-10, Accounting for Government Grants Received by Business Entities .

This ASU establishes a unified accounting model for business entities when recognizing, measuring, and presenting government grants.

The ASU categorizes grants as either related to an asset or related to income.

A grant related to income is recognized in earnings in a systematic and rational manner over the periods in which the entity recognizes the related expenses.

Presentation of the grant on the income statement can be either as a component of other income or as a deduction from the related expenses.

The standard is effective for annual periods beginning after December 15, 2028.

However, the ASU permits early adoption.

The company is considering early adopting the provisions of ASU 2025-10 effective in the first quarter of 2026 and is still assessing the impact on its financial statements, including the presentation of its Section 45Z production tax credits.

In November 2024, the FASB issued ASU 2024-03, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40), which provides clarity in assessing an entity's performance and prospects for future cash flows by disclosure of more detailed information about the types of expenses in commonly presented expense captions.

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The ASU indicates that all entities will apply its guidance prospectively with an option for retroactive application to each period in the financial statements.

The company is currently evaluating the impact of this ASU.

In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280) - Improvements to Reportable Segment Disclosures , which improves reportable segment disclosure requirements through enhanced disclosures about significant segment expenses.

The company adopted the amended guidance for the fiscal year-ended December 31, 2024.

Refer to Note 6 – Segment Information included in the notes to the audited consolidated financial statements included herein for more information about our segment reporting.

The company has adopted this ASU on a prospective basis.

Revenue Recognition

Revenue is recognized when obligations under the terms of a contract with a customer are satisfied.

Generally this occurs

with the transfer of control of products or services.

Generally this occurs with the transfer of control of products or services.

Revenue is measured as the amount of consideration expected to be received in exchange for transferring goods or providing services.

Sales, value add, and other taxes the company collects concurrent with revenue-producing activities are excluded from revenue.

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Revenue by Source

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Total Revenues $ 2,067,089 $ 421,107 $ ( 29,400 ) $ 2,458,796

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Twelve Months Ended December 31, 2023

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Revenues from Customer A represented 44 % of total revenues for the year ended December 31, 2025, which are recorded within the ethanol production segment.

Revenues from Customer A and Customer B represented 15 % and 10 % of total revenues for the year ended December 31, 2023, respectively, which are recorded within the ethanol production segment.

Customer A represented 13 % of total revenues for the year ended December 31, 2022, which are recorded within the ethanol production segment.

Revenues from Customer B represented 13 % of total revenues for the year ended December 31, 2024, which are recorded within the ethanol production segment.

Revenues from Customer B and Customer C represented 15 % and 10 % of total revenues for the year ended December 31, 2023, respectively, which are recorded within the ethanol production segment.

Payment Terms

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MERGER AND DISPOSITIONS

Proventus LLC Disposition

On May 31, 2025, the company completed the sale of its 75 % interest in Proventus LLC for net proceeds of $ 0.4 million.

The company recorded a pretax loss on the sale of $ 4.0 million during year ended December 31, 2025 within gain on sale of assets, net on the consolidated statements of operations.

Net assets sold at closing, consisting of property and equipment, totaled $ 9.0 million.

As part of the transaction, the company removed $ 4.5 million of non-controlling interest in Proventus LLC, which was included in the calculation of the pretax loss disclosed above.

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GP Turnkey Tharaldson LLC Disposition

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

Proceeds from the disposal were $ 24.3 million.

The balance of the equity method investment on the date of the disposal was $ 51.2 million.

A pretax loss of $ 26.9 million was recorded during year ended December 31, 2025 within loss from equity method investees, net of income taxes on the consolidated statements of operations.

Green Plains Obion LLC Disposition

On August 27, 2025, Green Plains Inc.

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

On September 25, 2025, the company closed on the sale and received proceeds of $ 170 million plus related working capital of $ 9.5 million (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 secured mezzanine notes due 2026 and to supplement corporate liquidity.

The company incurred transaction costs of $ 5.2 million related to the Obion Transaction during year ended December 31, 2025 .

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

The assets sold and liabilities transferred as a result of the Obion Transaction were as follows (in thousands):

Amounts of Identifiable Assets Disposed and Liabilities Relinquished

Inventories $ 19,529

Prepaid expenses and other 21

Derivative financial instruments 25

Property and equipment 127,088

Operating lease right-of-use assets 3,739

Accounts payable ( 5,485 )

Accrued and other liabilities ( 2,495 )

Operating lease current liabilities ( 1,687 )

Operating lease long-term liabilities ( 2,052 )

Total identifiable net assets disposed $ 138,026

Green Plains Partners Merger

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No gain or loss was recognized in the consolidated statements of operations as a result of the Merger.

Prior to the effective time of the Merger on January 9, 2024, public unitholders owned a 49.2 % limited partner interest, the company owned a 48.8 % limited partner interest and a 2.0 % general partner interest in the partnership.

Prior to the effective time of the Merger on January 9, 2024, public unitholders owned a 49.2 % limited partner interest,

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the company owned a 48.8 % limited partner interest and a 2.0 % general partner interest in the partnership.

The earnings of the partnership that were attributed to its common units held by the public for the year ended December 31, 2023 are reflected in net income attributable to non-controlling interest in the consolidated statements of operations.

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The company recorded a pretax gain on the sale of the Atkinson plant of $ 4.1 million recorded within corporate activities.

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The assets sold and liabilities transferred of the Atkinson plant at closing on September 7, 2023 were as follows:

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

The company currently does not have any recurring Level 3 financial instruments.

Derivative contracts include exchange-traded commodity futures and options contracts and forward commodity purchase and sale contracts.

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The majority of the company’s exchange-traded futures and options contracts are cash-settled on a daily basis.

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There have been no changes in valuation techniques and inputs used in measuring fair value.

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Observable Inputs

(Level 2) Unobservable Inputs

(Level 3) Total

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Derivative financial instruments - assets — 6,927 — 6,927

Property and equipment, net of accumulated depreciation and amortization (1)

— — 2,000 2,000

Total assets measured at fair value $ 230,132 $ 31,663 $ 2,000 $ 263,795

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$ — $ 28,598 $ — $ 28,598

Accrued and other liabilities (2)

— 2,094 2,094

Derivative financial instruments - liabilities — 7,901 — 7,901

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Observable Inputs

(Level 2) Unobservable Inputs

(Level 3) Total

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Total liabilities measured at fair value $ — $ 31,072 $ — $ 31,072

(1) Property and equipment, net of accumulated depreciation and amortization includes $2.0 million of assets held for sale at December 31, 2025.

(2) Accounts payable is generally stated at historical amounts with the exception of $ 28.6 million and $ 23.2 million at December 31, 2025 and 2024, respectively, related to certain delivered inventory for which the payable fluctuates based on changes in commodity prices.

These payables are hybrid financial instruments for which the company has elected the fair value option.

(2) As of December 31, 2024 and 2023, respectively, accrued and other liabilities includes $ 2.1 million and $ 9.9 million and other liabilities includes $ 1.0 million and $ 0.7 million of consideration related to potential earn-out payments recorded at fair value.

(3) As of December 31, 2024, accrued and other liabilities includes $ 2.1 million and other liabilities includes $ 1.0 million of consideration related to potential earn-out payments recorded at fair value.

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The fair value of the company’s debt was approximately $ 387.8 million compared with a book value of $ 399.5 million at December 31, 2025.

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The company estimated the fair value of its outstanding debt using Level 2 inputs.

The company believes the fair value of its accounts receivable approximated book value, which was $ 94.9 million and $ 94.4 million, respectively, at December 31, 2024 and 2023.

Although the company currently does not have any recurring Level 3 financial measurements, the fair values of tangible assets and goodwill acquired represent Level 3 measurements which were derived using a combination of the income approach, market approach and cost approach for the specific assets or liabilities being valued.

The company believes the fair value of its accounts receivable approximated book value, which was $ 74.4 million and $ 94.9 million at December 31, 2025 and 2024, respectively.

The fair values of tangible assets and goodwill acquired represent Level 3 measurements which were derived using a combination of the income approach, market approach and cost approach for the specific assets or liabilities being valued.

SEGMENT INFORMATION

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(1) ethanol production, which includes the production, storage and transportation of ethanol, distillers grains, Ultra-High Protein and renewable corn oil and (2) agribusiness and energy services, which includes grain handling and storage, commodity marketing and merchant trading for company-produced and third-party ethanol, distillers grains, renewable corn oil, natural gas and other commodities.

As a result of the Merger, the partnership's operations are included in the ethanol production operating segment.

The following changes were made to the company's operating segments:

• The revenue and operating results from fuel storage and transportation services previously disclosed within the partnership segment are now included within the ethanol production segment.

• Intersegment activities between the partnership and Green Plains Trade associated with ethanol storage and transportation services previously treated like third-party transactions and eliminated on a consolidated level are now eliminated within the ethanol production segment.

Intersegment activities between the remaining terminal and Green Plains Trade associated with terminal services transacted with the agribusiness and energy services segment will continue to be eliminated on a consolidated level.

Corporate activities include selling, general and administrative expenses, consisting primarily of compensation, professional fees and overhead costs not directly related to a specific operating segment, as well as gain on sale of assets.

During the normal course of business, the operating segments conduct business with each other.

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Refer to Note 3 – Revenue , for further disaggregation of revenue by operating segment.

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Year Ended December 31,

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Ethanol production $ 1,804,279 $ 1,983,460 $ 2,705,917

$ 1,983,460 $ 2,705,917 $ 3,018,625

Agribusiness and energy services 173,996 374,286 454,776

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Agribusiness and energy services (3)

4,741 2,185 2,360

Corporate activities (4)

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Agribusiness and energy services (3)

20,660 28,156 28,100

Corporate activities (4)(6)(7)

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$ ( 67,248 ) $ ( 47,459 ) $ ( 61,578 )

(1) Costs historically reported as operations and maintenance expenses in the consolidated statements of operations are now being reported within cost of goods sold, resulting in increased cost of goods sold and decreased gross margin within the ethanol production segment.

(1) Ethanol production includes margins from a one-time sale of accumulated RINs of $ 22.6 million for the year ended December 31, 2025.

(2) Ethanol production includes an inventory lower of cost or net realizable value adjustment of $ 1.5 million, $ 2.1 million, and $ 2.6 million for the years ended December 31, 2025, 2024, and 2023 , respectively.

(3) Depreciation and amortization for agribusiness and energy services includes impairment of property and equipment of $ 3.1 million for the year ended December 31, 2025.

(4) Depreciation and amortization for corporate activities includes impairment of a research and development technology intangible asset of $ 3.5 million for the year ended December 31, 2024.

(4) Corporate activities for the years-ended December 31, 2024 and 2023 include a $ 30.7 million and $ 4.1 million gain on sale of assets, respectively.

(5) Ethanol production includes impairment of assets held for sale of $ 14.6 million for the year ended December 31, 2025.

(6) Corporate activities include $ 16.1 million of restructuring costs for the year ended December 31, 2025 as a result of the company's cost reduction initiative, including severance related to the departure of its former CEO.

(7) Corporate activities for the years ended December 31, 2025 and 2024 include a $ 31.5 million and $ 30.7 million gain on sale of assets, net, respectively.

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During the year ended December 31, 2025, the company incurred restructuring costs related to severance, stock based compensation and other charges as a result of cost reduction initiatives that were recorded within the following line items in the consolidated statements of operations (in thousands):

Year Ended December 31, 2025

Ethanol production Agribusiness and energy services Corporate activities Subtotal

Cost of goods sold $ 2,373 710 — $ 3,083

Selling, general and administrative expenses 480 2,050 16,059 18,589

Other, net 223 941 1,505 2,669

Total restructuring costs $ 3,076 3,701 17,564 $ 24,341

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

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Unallocated corporate expenses (1)

Income tax expense, net of equity method income taxes ( 5,153 )

Income tax benefit, net of equity method income taxes 52,419

Net loss $ ( 121,000 )

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Unallocated corporate expenses (1)

Income tax benefit, net of equity method income taxes 5,617

Income tax expense, net of equity method income taxes ( 5,153 )

Net loss $ ( 81,189 )

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Year Ended December 31, 2023

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Unallocated corporate expenses (1)

Income tax expense, net of equity method income taxes ( 4,747 )

Income tax benefit, net of equity method income taxes 5,617

Net loss $ ( 76,299 )

(1) Corporate expenses include selling, general administrative expenses, gain on sale of assets, depreciation and amortization, and interest expense.

(1) Corporate expenses include selling, general administrative expenses, gain on sale of assets, net, depreciation and amortization, and interest expense, and during 2025 includes restructuring costs related to cost reduction initiatives and the departure of former CEO as well as losses on sale of equity method investment.

The following table sets forth capital expenditures by operating segment (in thousands):

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(1) Asset balances by segment exclude intercompany balances.

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Inventories are carried at the lower of average cost or net realizable value, except fair-value hedged inventories.

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Property and equipment, net $ 957,256 $ 1,042,460

Interest capitalized during the years ended December 31, 2024, 2023 and 2022 totaled $ 4.4 million, $ 3.6 million and

$ 11.3 million, respectively.

Interest capitalized during the years ended December 31, 2025, 2024 and 2023 totaled $ 4.4 million, $ 4.4 million and $ 3.6 million, respectively.

GOODWILL AND INTANGIBLE ASSETS

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On September 30, 2024, goodwill of $ 10.6 million was disposed of in the Birmingham Transaction, which previously was recorded within the ethanol production segment.

The carrying amount of goodwill attributable to the ethanol production segment for the years ended December 31, 2024 and 2023 was $ 18.5 million and $ 29.1 million, respectively.

The carrying amount of goodwill attributable to the ethanol production segment for the years ended December 31, 2025 and 2024 was $ 18.5 million.

The company records goodwill within other assets on the consolidated balance sheets.

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Intangible Assets

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The company recogni zed $ 2.2 million, $ 2.5 million, and $ 2.8 million of amortization expense associated with these intangible assets during the years ended December 31, 2025, 2024 and 2023, respectively.

The company expects estimated amortization expense of $ 2.2 million, $ 2.0 million, $ 1.8 million, $ 1.6 million and $ 0.5 million, respectively, for the years ended December 31, 2025, 2026, 2027, 2028 and 2029, as well as $ 4.6 million thereafter.

The company expects estimated amortization expense of $ 2.0 million, $ 1.8 million, $ 1.6 million, $ 1.5 million and $ 1.3 million for the years ended December 31, 2026, 2027, 2028, 2029 and 2030, respectively, as well as $ 2.3 million thereafter.

The company’s intangible assets are recorded within other assets on the consolidated balance sheets.

DERIVATIVE FINANCIAL INSTRUMENTS

At December 31, 2024, the company’s consolidated balance sheet reflected unrealized gains of $ 1.0 million, net of tax, in accumulated other comprehensive income.

At December 31, 2025, the company’s consolidated balance sheet reflected unrealized losses of $ 0.6 million, net of tax, in accumulated other comprehensive income.

The company expects these items will be reclassified as operating income over the next 12 months as a result of hedged transactions that are forecasted to occur.

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Derivative financial instruments - forwards $ 6,927 (1)

$ 10,154 $ 7,901 $ 4,791 (2)

Other liabilities — — 1 15

Total $ 6,927 $ 10,154 $ 7,902 $ 4,806

(1) At December 31, 2025, derivative financial instruments, as reflected on the balance sheet, includes net unrealized gains on exchange-traded futures and options contracts of $ 4.6 million, which include $ 0.6 million of net unrealized gains on derivative financial instruments designated as cash flow hedging instruments, $ 1.1 million of net unrealized gains on derivative financial instruments designated as fair value hedging instruments and the balance representing economic hedges.

(2) At December 31, 2024, derivative financial instruments, as reflected on the balance sheet, includes net unrealized losses on exchange-traded futures and options contracts of $ 4.7 million, which include $ 0.5 million of net unrealized gains on derivative financial instruments designated as cash flow hedging instruments, $ 3.0 million of unrealized losses on derivative financial instruments designated as fair value hedging instruments, and the balance representing economic hedges.

(2) At December 31, 2023, derivative financial instruments, as reflected on the balance sheet, includes net unrealized gains on exchange-traded futures and options contracts of $ 6.5 million, which include $ 0.7 million of net unrealized gains on derivative financial instruments designated as cash flow hedging instruments, $ 0.7 million of unrealized gains on derivative financial instruments designated as fair value hedging instruments, and the balance representing economic hedges.

Refer to Note 5 - Fair Value Disclosures , which contains fair value information related to derivative financial instruments.

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Effect of Derivative Instruments on Consolidated Balance Sheets, Consolidated Statements of Operations and Consolidated Statements of Comprehensive Loss

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Derivatives, including exchange traded contracts and forward commodity purchase or sale contracts, and inventories of certain agricultural products, which include amounts acquired under deferred pricing contracts, are stated at fair value.

Fair value estimates are based on exchange-quoted prices, adjusted as appropriate for regional location basis value, which represent differences in

local markets including transportation as well as quality or grade differences.

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

Derivatives Not Designated

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Net gain (loss) recognized in loss before income taxes $ ( 7,828 ) $ 29,287 $ 43,090

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The following amounts were recorded on the consolidated balance sheets related to cumulative basis adjustments for the fair value hedged items (in thousands):

December 31, 2025 December 31, 2024

Line Item in the Consolidated Balance Sheet in Which the Hedged Item is Included Carrying Amount of the Hedged Assets Cumulative Amount of Fair Value Hedging Adjustment Included in the Carrying Amount of the Hedged Liabilities Carrying Amount of the Hedged Assets Cumulative Amount of Fair Value Hedging Adjustment Included in the Carrying Amount of the Hedged Liabilities

Line Item in the Consolidated Balance Sheet in Which the Hedged Item is Included Carrying Amount of the Hedged Assets Cumulative Amount of Fair Value Hedging Adjustment Included in the Carrying Amount of the Hedged Assets Carrying Amount of the Hedged Assets Cumulative Amount of Fair Value Hedging Adjustment Included in the Carrying Amount of the Hedged Assets

Inventories $ 24,736 $ ( 8,938 ) $ 48,500 $ 8,166

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Total amounts of income and expense line items presented in the consolidated statement of operations in which the effects of cash flow or fair value hedges are recorded $ ( 2,355 ) $ ( 5,514 )

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Location and Amount of Gain (Loss) Recognized in Income on Cash Flow and Fair Value Hedging Relationships for the Year Ended December 31, 2024

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Total amounts of income and expense line items presented in the consolidated statement of operations in which the effects of cash flow or fair value hedges are recorded $ 2,482 $ ( 22,243 )

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The notional volume of open commodity derivative positions as of December 31, 2025 are as follows (in thousands):

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MmBTU Natural Gas

Futures ( 8 ) Tons Soybean Meal

Options ( 6 ) Tons Soybean Meal

Options 2,384 Bushels Corn

Futures ( 13,680 ) Pounds Soybean Oil

Options 3,953 Pounds Soybean Oil

Options 983 MmBTU Natural Gas

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Included in revenues are net gains of $ 11.9 million, $ 4.1 million, and $ 4.8 million for the years ended December 31, 2025, 2024 and 2023, respectively, on energy trading contracts.

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

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$ 60,000 $ 230,000

5.25 % convertible notes due 2030 (2)

Green Plains SPE LLC

$ 125.0 million junior secured mezzanine notes due 2026 (2)

125,000 125,000

Junior secured mezzanine notes due 2026 (3)

Green Plains Shenandoah

$ 75.0 million loan agreement (3)

Term loan due 2035 (4)

70,125 71,625

Green Plains Partners

$ 60.0 million term loan (4)

Green Plains York Carbon Capture

Tallgrass Term loan due 2037

Other 9,842 11,163

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(1) The 2027 Notes had $ 0.4 million and $ 2.7 million of unamortized debt issuance costs as of December 31, 2025 and 2024, respectively.

(2) The junior notes had $ 0.2 million and $ 0.4 million of unamortized debt issuance costs as of December 31, 2024 and 2023, respectively.

(3) The loan had $ 0.3 million of unamortized debt issuance costs as of both December 31, 2024 and 2023.

(4) The term loan had $ 0.3 million of unamortized debt issuance costs as of December 31, 2023.

(2) The 2030 Notes had $ 8.0 million of unamortized debt issuance costs as of December 31, 2025.

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

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

Scheduled long-term debt repayments excluding the effects of debt issuance costs, are as follows (in thousands):

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Corporate Activities

In March 2021, the company issued an aggregate $ 230.0 million of 2.25 % convertible senior notes due on March 15, 2027, or the 2.25 % notes.

The 2.25 % notes bear interest at a rate of 2.25 % per year, payable on March 15 and September 15

of each year.

In March 2021, the company issued an aggregate $ 230.0 million of 2.25 % Convertible Senior Notes due 2027 (the "2027

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

The 2027 Notes are senior, unsecured obligations of the company.

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In addition, upon the occurrence of a “fundamental change” (as defined in the indenture for the 2027 Notes), holders of the 2027 Notes will have the right, at their option, to require the company to repurchase their 2027 Notes for cash at a price equal to 100 % of the principal amount of the 2027 Notes to be repurchased, plus accrued and unpaid interest to, but excluding, the fundamental change repurchase date.

In June 2019, the company issued $ 115.0 million of 4.00 % convertible senior notes due in 2024, or the 4.00 % notes.

On May 25, 2022, the company gave notice calling for the redemption of its outstanding 4.00 % notes, totaling an aggregate principal amount of $ 64.0 million.

The final conversion rate was 66.4178 shares of common stock per $1,000 of principal.

From July 1, 2022 through July 8, 2022, the remaining $ 64.0 million of the 4.00 % notes were converted into approximately 4.3 million shares of common stock.

Common stock held as treasury shares were exchanged for the 4.00 % notes.

Pursuant to the guidance within ASC 470, Debt, the company recorded the exchanges as a conversion.

The 4.00 % notes were retired effective July 8, 2022.

In August 2016, the company issued $ 170.0 million of 4.125 % convertible senior notes due in 2022, or the 4.125 % notes.

The 4.125 % notes were senior, unsecured obligations of the company.

During August 2022, the company entered into four privately negotiated exchange agreements with certain noteholders of the 4.125 % notes to exchange approximately $ 32.6 million aggregate principal amount for approximately 1.2 million shares of the company's common stock.

Pursuant to the guidance within ASC 470, Debt , the company recorded the exchanges as a conversion and recorded a loss of $ 419 thousand, which was recorded as a charge to interest expense in the consolidated financial statements during the year ended December 31, 2022.

Additionally, on September 1, 2022, approximately $ 1.7 million aggregate principal amount of the 4.125 % notes were settled through a combination of $ 1.7 million in cash and approximately 15 thousand shares of the company's common stock.

The remaining $ 23 thousand aggregate principal amount and accrued interest were settled in cash.

The 4.125 % notes were fully retired effective September 1, 2022.

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

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.

In conjunction with this facility, the company issued 1,504,140 warrants to purchase shares of its common stock at an exercise price of 0.01 per share.

The fair value of these warrants was initially recorded as debt issuance costs and has been fully amortized and recorded within interest expense during the year ended December 31, 2025.

Ethanol Production Segment

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

The Junior Notes will mature on February 9, 2026 and are secured by a pledge of the membership interests in and the real property owned by Green Plains Obion and Green Plains Mount Vernon.

The Junior Notes originally were scheduled to mature on February 9, 2026 and were secured by a pledge of the membership interests in and the real property owned by Green Plains Obion and Green Plains Mount Vernon.

The proceeds of the Junior Notes were used to construct Ultra-High Protein processing systems at the Green Plains Obion and Green Plains Mount Vernon facilities.

The Junior Notes accrue interest at an annual rate of 11.75 %.

However, subject to the satisfaction of certain conditions, Green Plains SPE LLC may elect to pay an amount in cash equal to interest accruing at a rate of 6.00 % per annum plus an amount equal to interest accruing at a rate of 6.75 % per annum to be paid in kind.

The entire outstanding principal balance, plus any accrued and unpaid interest is due upon maturity.

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

The Junior Notes can be retired or refinanced after 42 months with no prepayment premium.

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

The Junior Notes accrued interest at an annual rate of 11.75 %.

The Junior Notes were amended on May 7, 2025, which extended the maturity date from February 9, 2026 to May 15, 2026.

A $ 2.5 million amendment fee was added to the balance of the Junior Notes, increasing the amount outstanding to

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$ 127.5 million.

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

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

These costs were to be amortized through May 2026.

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

On August 10, 2025, the Junior Notes were amended to extend the maturity date to September 15, 2026, with an amendment fee of 2.5 %, or $ 3.2 million, added to the principal balance of the Junior Notes, payable at the maturity date.

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

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.

The entire outstanding principal balance, plus any accrued and unpaid interest was due upon maturity.

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

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

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

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

In total, a loss on debt extinguishment of $ 36.9 million was recorded within interest expense during the year ended December 31, 2025.

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

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

On September 3, 2020, Green Plains Wood River and Green Plains Shenandoah, wholly-owned subsidiaries of the company, entered into a $ 75.0 million loan agreement with MetLife Real Estate Lending LLC.

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At December 31, 2025, the interest rate on the loan was 6.52 %.

On and after July 24, 2023, Green Plains York Capture Company LLC, a wholly-owned subsidiary of the company, entered into a series of agreements with Tallgrass High Plains Carbon Storage, LLC and its affiliates to finance, construct and operate carbon capture, transportation and sequestration assets associated with the Company’s York, Nebraska ethanol facility.

Under the agreements, Green Plains York Capture Company LLC is obligated to repay Tallgrass all costs associated with the construction of the carbon capture and compression facilities over a 144-month delivery period.

The payment structure is designed to provide Tallgrass with a 9 % pretax, unlevered internal rate of return (IRR) on its investment.

As of December 31, 2025, this project has met criteria for substantial completion and is classified as debt.

The total estimated value of this debt recorded on the balance sheet is $ 34.5 million.

Repayments commenced in January 2026.

This debt is secured by substantially all real and personal property interests associated with the Green Plains York Capture Company LLC.

Green Plains Inc.

further supports the obligation through a Parent Guaranty, under which it unconditionally guarantees Green Plains York Capture Company LLC’s performance and payment obligations.

Green Plains York Capture Company LLC may pre-repay the obligation early by providing Tallgrass at least ninety ( 90 ) days’ prior written notice and remitting the prepayment, which represents the amount required for Tallgrass to achieve its contracted 9 % pretax, unlevered IRR on its investments.

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The total spend related to the other two Nebraska CCS construction projects has been recorded within carbon equipment liabilities on the consolidated balance sheets.

While fully operational as of December 31, 2025, these two projects did not reach substantial completion until January of 2026.

The amounts presented as carbon equipment liabilities as of December 31, 2025 will be reclassified and presented as debt on the consolidated balance sheets in January of 2026.

Green Plains Partners had a term loan to fund working capital, capital expenditures and other general partnership purposes.

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On September 30, 2024, the proceeds from the Birmingham Transaction were used to repay the outstanding principal and interest of the loan in full.

Prepayments totaling $ 56.0 million, $ 3.0 million and $ 1.0 million were made during the years ended December 31, 2024, 2023 and 2022, respectively.

Prepayments totaling $ 56.0 million and $ 3.0 million were made during the years ended December 31, 2024 and 2023, respectively.

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

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At December 31, 2025, the interest rate on the Facility was 7.48 %.

Green Plains Commodity Management has an uncommitted $ 40.0 million revolving credit facility to finance margins related to its hedging programs, which is secured by cash and securities held in its brokerage accounts.

Green Plains Commodity Management has an uncommitted revolving credit facility to finance margins related to its hedging programs, which is secured by cash and securities held in its brokerage accounts.

On June 18, 2025, the credit facility was amended, reducing the $ 40.0 million borrowing limit to $ 20.0 million.

During the first quarter of 2023, this revolving credit facility was extended five years to mature on April 30, 2028.

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The company was in compliance with its debt covenants as of December 31, 2025.

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Restricted Net Assets

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Compensation expense for stock options that vest over time was recognized on a straight-line basis over the requisite service period.

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Restricted Stock Awards and Deferred Stock Units

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Performance Share Awards

On March 13, 2024, March 9, 2023, and March 14, 2022, the board of directors granted performance shares to be awarded in the form of common stock to certain participants of the plan.

These performance shares vest based on the level of achievement of certain performance goals, including the incremental value achieved from the company's high-protein and clean sugar initiatives, annual production levels and return on investment (ROI).

Performance shares granted in 2024 include certain market-based factors requiring a Monte Carlo valuation model to estimate the fair value of the performance shares on the date of the grant.

The weighted average assumptions used by the company in applying the Monte Carlo valuation model for performance share grants and related valuation include a risk-free interest rate of 4.44 %, dividend yields of 0 %, expected volatility of 54.6 % and a closing stock price on the date of grant of $ 20.21 , resulting in an estimated fair value of $ 25.23 per share.

Performance shares granted in 2023 and 2022 do not contain market-based factors requiring a Monte Carlo valuation model.

On March 10, 2025, March 13, 2024, and March 9, 2023, the Compensation Committee of the Board granted performance shares to be awarded in the form of common stock to certain participants of the plan.

These performance shares vest based on the level of achievement of certain performance goals, including the incremental value achieved from the company's carbon, high-protein and clean sugar initiatives, in addition to annual production levels and return on investment (ROI).

Performance shares granted in 2025 and 2024 include certain market-based factors requiring a Monte Carlo valuation model to estimate the fair value of the performance shares on the date of the grant.

The weighted average assumptions used by the company in applying the Monte Carlo valuation model for performance share grants and related valuation include a risk-free interest rate of 3.87 % and 4.44 %, dividend yields of 0 %, expected volatility of 55.4 % and 54.6 %, and closing stock price on the date of grant of $ 5.48 and $ 20.21 , resulting in an estimated fair value of $ 7.08 and $ 25.23 per share for 2025 and 2024, respectively.

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

A portion of the off-cycle awards contained certain market-based factors requiring a Monte Carlo valuation model to estimate the fair value of the performance shares on the date of the grant.

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

Performance shares granted in 2023 do not contain market-based factors requiring a Monte Carlo valuation model.

The performance shares were granted at a target of 100 %, but each performance share can be reduced or increased depending on results for the performance period.

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The actual number of performance shares that will ultimately vest is based on the actual performance targets achieved at the end of the performance period.

On February 18, 2021, the board of directors granted performance shares to be awarded in the form of common stock to certain participants of the plan.

This excludes 69,959 performance shares granted to the Chief Legal and Administration Officer and Corporate Secretary in 2023, 2024 and 2025, which vested at 100 % of target on December 31, 2025 in accordance with the Employment Agreement, as amended.

On March 14, 2022, the Compensation Committee of the Board granted performance shares to be awarded in the form of common stock to certain participants of the plan.

The performance shares were granted at a target of 100 %, but each performance share was reduced or increased depending on results for the performance period.

On February 16, 2024, based on the criteria discussed above, the 118,673 2021 performance shares vested at 115 %, which resulted in the issuance of 136,475 shares of common stock.

On March 14, 2025, based on the criteria discussed above, the 2022 performance shares vested at 30 %, which resulted in the issuance of 14,259 shares of common stock.

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

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

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The non-vested performance share award activity for the year ended December 31, 2025 is as follows:

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Granted 460,656 7.22

Forfeited ( 161,671 ) 23.84

Vested ( 376,116 ) 22.51

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Green Plains Partners

Green Plains Partners had a long-term incentive plan (LTIP) intended to promote the interests of the partnership, its general partner and affiliates by providing unit-based incentive compensation awards to employees, consultants and directors

to encourage superior performance.

As a result of the Merger, the LTIP units available for issuance were converted to 1.2 million shares available for issuance under the company's equity incentive plan.

The non-vested unit-based awards activity for the year ended December 31, 2024 are as follows:

Non-Vested Units Weighted-

Fair Value Weighted-Average

Non-Vested at December 31, 2023

18,549 $ 12.94

( 18,549 ) 12.94

Non-Vested at December 31, 2024 (1)

(1) Pursuant to the Merger Agreement, each of these unvested awards became fully vested at the effective time of the Merger on January 9, 2024.

Stock-Based Compensation Expense

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(1) The effect related to the company's convertible debt, warrants and certain stock-based compensation award has been excluded from diluted EPS for the periods presented as the inclusion of these shares would have been antidilutive.

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STOCKHOLDERS’ EQUITY

As a result of the Merger, for the year ended December 31, 2024, the company issued approximately 4.7 million shares of common stock and recorded par value $ 0.001 per share, paid cash consideration of $ 29.2 million, extinguished the non-controlling interest attributed to the partnership common units held by the public of $ 133.8 million, and recorded transaction costs of $ 7.5 million within additional paid-in capital.

Refer to Note 4 – Merger and Dispositions included herein for more information.

BlackRock Warrants

During the three months ended March 31, 2021, in connection with certain agreements, the company issued 2,000,000 warrants in a private placement to purchase shares of its common stock.

The company measures the fair value of the warrants using the Black-Scholes option pricing model as of the issuance date.

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

The company has reserved 2,550,000 shares of common stock for the exercise of warrants to non-employees, of which 2,275,000 are exercisable, treated as equity based awards and recorded as a reduction in additional paid-in capital.

The remaining 275,000 warrants, of which 194,444 are exercisable as a result of achieving certain earn-out provisions and 80,556 are contingent upon certain earn-out provisions, are treated as liability based awards, and valued quarterly using the company’s stock price.

The company entered into an amendment on its Junior Notes on May 7, 2025, and the warrants ("2029 warrants") were repriced from $ 22.00 to $ 0.01 and the maturity date extended from April 28, 2026 to December 31, 2029.

The warrants were revalued on May 7, 2025, and the increase in fair value was recorded in additional paid-in capital.

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

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

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

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

The company recognized $ 2.0 million of expense due to the revaluation of liability-based warrants, which was recorded in other, net on the consolidated statements of operations during the year ended December 31, 2025.

On October 3, 2025, the remaining 750,000 of 2029 warrants were exercised.

Ancora Warrants

On May 7, 2025, in connection with a revolving credit facility agreement, the company issued warrants in a private placement to purchase 1,504,140 shares of its common stock at an exercise price of 0.01 per share and expiration date of May 7, 2035.

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

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

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

Other Warrants

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

On December 8, 2025, 275,000 of these warrants expired, and the other 275,000 warrants expire on February 9, 2026.

Of the total, 275,000 of the warrants remain exercisable and outstanding, are treated as liability-based awards and are valued quarterly using the company’s stock price.

These warrants could potentially dilute basic earnings per share in future periods.

The exercise price of the warrants is $ 22.00 and expiration dates are December 8, 2025 for 275,000 warrants, February 9, 2026 for 275,000 warrants and April 28, 2026 for 2,000,000 warrants.

Convertible Note Exchange

On May 25, 2022, the company gave notice calling for the redemption of all its outstanding 4.00 % Convertible Senior Notes due 2024, totaling an aggregate principal amount of $ 64.0 million.

The conversion rate was 66.4178 shares of common stock per $1,000 of principal.

From July 1, 2022 through July 8, 2022, all $ 64.0 million of the 4.00 % convertible notes were converted into approximately 4.3 million shares of common stock.

During August 2022, the company entered into four privately negotiated exchange agreements with certain noteholders of the 4.125 % Convertible Senior Notes due 2022 to exchange approximately $ 32.6 million aggregate principal amount for approximately 1.2 million shares of the company's common stock.

Additionally, on September 1, 2022, approximately $ 1.7 million aggregate principal amount was settled through a combination of $ 1.7 million in cash and approximately 15 thousand shares of the company's common stock.

Green Plains Partners Merger

Refer to Note 4 – Merger and Dispositions included herein for more information.

Treasury Stock

The company holds 2.8 million shares of its common stock at a cost of $ 31.2 million.

At December 31, 2025, the company holds 5.7 million shares of its common stock at a cost of $ 61.5 million.

Treasury stock is recorded at cost and reduces stockholders’ equity in the consolidated balance sheets.

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

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

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for a total of $ 30.0 million.

The company did not repurchase any shares of common stock during 2024 or 2023.

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(4) Income tax benefit (expense)

At December 31, 2024 and 2023, the company’s consolidated balance sheets reflected unrealized gains of $ 1.0 million and unrealized losses of $ 3.2 million, net of tax, in accumulated other comprehensive loss, respectively.

At December 31, 2025 and 2024, the company’s consolidated balance sheets reflected unrealized losses of $ 0.6 million and unrealized gains of $ 1.0 million, net of tax, in accumulated other comprehensive loss, respectively.

Income taxes are accounted for under the asset and liability method.

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A valuation allowance is recorded by the company when it is more likely than not that some portion or all of a deferred tax asset will not be realized.

The IRA was signed into law on August 16, 2022.

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

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

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

The OBBB includes a broad range of tax reform provisions affecting businesses, including extending and modifying certain key provisions of the Tax Cuts & Jobs Act, and expanding certain IRA incentives while accelerating the phase-out of others.

Important business provisions of the OBBB include reinstatement of permanent expensing of domestic research and development costs, higher EBITDA cap on the deduction for interest expense and 100% bonus depreciation.

In addition, the OBBB extends the tax credit for Clean Fuel Production under Section 45Z to December 31, 2029, and leaves credits generated from carbon capture under Section 45Q substantially unchanged.

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

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

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

The tax credit is calculated by multiplying the gallons of clean transportation

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fuel produced times the CI emission factor times the applicable credit rate per gallon ($0.20 for non-SAF transportation fuel, or $1.00 if the taxpayer satisfies the prevailing wage requirements under Section 45).

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

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

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.

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

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

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

On January 9, 2024, the transactions contemplated by the Merger Agreement were completed as described in more detail in Note 4 – Merger and Dispositions included herein.

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

In November 2024, the company reached an agreement in-principle with the IRS Independent Office of Appeals related to our federal R&D tax credit audit covering tax years 2013 through 2018.

As a result of the agreement in-principle, the company increased our reserve for unrecognized tax benefits by $ 28.2 million to reflect the estimated tax credit carryforward post settlement.

This increase in unrecognized tax benefits was recorded in income tax expense net of previously recorded valuation allowance.

The IRA was signed into law on August 16, 2022.

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

The IRA significantly expands clean energy incentives by providing an estimated $370 billion of new energy related tax credits over the next ten years.

It also permits more flexibility for taxpayers to use the credits with direct-pay and transferable credit options.

In addition, the IRA includes key revenue-raising provisions which include a 15% book-income alternative minimum tax on corporations with adjusted financial statement income over $1 billion, a 1% excise tax on the value of certain net stock repurchases by publicly traded companies, and the reinstatement of Superfund excise taxes.

On July 30, 2025 the company settled our federal R&D tax credit audit covering years 2013 through 2018 with the IRS Independent Office of Appeals.

The final settlement was in accordance with the agreement in-principle reached in November 2024.

As a result of the settlement, the company released our reserve for unrecognized tax benefits and adjusted our R&D tax credit carry-forward to reflect the post settlement amount.

The settlement did not have a material impact on the company's consolidated financial statements.

The company’s federal income tax returns for the tax years ended December 31, 2022 through 2024 are still subject to audit.

In accordance with ASU 2023-09, income tax expense (benefit) consists of the following (in thousands):

Year Ended December 31,

Federal $ 1,181

Total current 1,239

Federal ( 53,098 )

Total deferred ( 52,985 )

Total income tax expense (benefit) $ ( 51,746 )

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Income tax expense (benefit) consists of the following (in thousands):

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$ 2,268 $ 1,238

Current $ 2,268 $ 1,238 $ 232

Deferred 3,944 ( 6,855 )

Total income tax expense (benefit) $ 6,212 $ ( 5,617 )

Differences between income tax expense (benefit) at the statutory federal income tax rate and as presented on the consolidated statements of operations are summarized as follows (in thousands):

In accordance with ASU 2023-09, the following table summarizes differences between income tax expense (benefit) at the statutory federal income tax rate and as presented on the consolidated statements of operations (in thousands):

Year Ended December 31,

Tax expense at federal statutory rate $ ( 35,841 ) 21.0 %

State income tax expense, net of federal benefit (1)

Foreign tax effects

Effect of changes in tax laws or rates

Effect of cross-border taxes

Section 45Z production tax credits

( 63,180 ) 37.0 %

Changes in valuation allowances

45,595 ( 26.7 )%

Nontaxable or nondeductible items

Stock compensation

2,798 ( 1.6 )%

Changes in unrecognized tax benefits

Other adjustments

Deferred tax asset adjustment

( 2,487 ) 1.4 %

Income tax expense (benefit) $ ( 51,746 ) 30.3 %

(1) State taxes in Louisiana and New Jersey accumulated to over 50% of the tax effect in this category.

Differences between income tax expense (benefit) at the statutory federal income tax rate and as presented on the consolidated statements of operations are summarized as follows (in thousands):

Year Ended December 31,

Tax expense at federal statutory rate $ ( 14,750 ) $ ( 17,293 )

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Income tax expense (benefit) $ 6,212 $ ( 5,617 )

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Significant components of deferred tax assets and liabilities are as follows (in thousands):

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Total deferred tax liabilities ( 108,913 ) ( 115,644 )

Deferred income taxes $ ( 5,853 ) $ ( 603 )

At December 31, 2024, the company has federal research and development credits of $ 35.1 million which will begin to expire in 2033.

Deferred income taxes, net $ 33,837 $ ( 5,853 )

At December 31, 2025, the company has federal research and development credits of $ 28.5 million which will begin to expire in 2033 and federal 45Z production tax credits of $ 40.3 million, which are contracted for sale with a third-party.

The company also has $ 0.3 million of state credits which will expire, subject to taxable income, beginning in 2026.

The company has federal net operating losses of $ 26.1 million which do not have an expiration date.

The company has federal net operating losses of $ 55.7 million, which do not have an expiration date and state net operating losses of $ 21.5 million, some of which begin expiring in 2026.

The company also has a capital loss carry-forward of $ 1.0 million which will expire in 2030.

The company has established a valuation allowance against its deferred tax assets due to uncertainty that it will realize these assets in the future.

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Changes in earnings performance and future earnings projections, among other factors, may cause the company to adjust its valuation allowance on deferred tax assets, which would impact the company’s results of operations in the period it is determined that these factors have changed.

In November 2024, the company reached an agreement in-principle with the IRS Independent Office of Appeals for the tax years ended December 31, 2013 through 2018.

The audit will be closed upon issuance of the final audit report by the IRS.

The company’s federal income tax returns for the tax years ended December 31, 2019 through 2023 are still subject to audit.

The company has unrecognized tax benefits of $ 79.5 million and $ 51.4 million as of December 31, 2024 and 2023, respectively.

The company has no unrecognized tax benefits at December 31, 2025.

The company had $ 79.5 million of unrecognized tax benefits at December 31, 2024.

Unrecognized tax benefits were recorded as a reduction of the deferred tax asset associated with the federal tax credit carryforwards.

Interest and penalties associated with uncertain tax positions are accrued as part of income taxes

In November 2024, t he company reached an agreement in-principle with the IRS Independent Office of Appeals covering the tax years 2013 through 2018 resulting in an increase to the previously established reserve for unrecognized tax benefits.

Interest and penalties associated with uncertain tax positions are accrued as part of income taxes payable.

On July 30, 2025, the company settled our federal R&D tax credit audit covering tax years

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2013 through 2018 with the IRS Independent Office of Appeals.

As a result of the settlement, the company released its reserve for unrecognized tax benefits.

Income taxes paid, net of refunds, were as follows (in thousands):

Year Ended December 31,

State jurisdictions exceeding 5% of total income taxes paid, net of refunds

COMMITMENTS AND CONTINGENCIES

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

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

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3,739 2,739 3,428

(1) Amounts presented in 2024 are related to the Birmingham Transaction, while amounts in 2023 relate to the Atkinson Transaction.

(1) Amounts presented in 2025 are related to the Obion Transaction, amounts in 2024 are related to the Birmingham Transaction, while amounts in 2023 relate to the Atkinson Transaction.

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

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As of December 31, 2025, the company had contracted future purchases of grain, ethanol, distillers grains, and natural gas valued at approximately $ 202.2 million and future commitments for storage and transportation, valued at approximately $ 31.4 million.

The company has entered into contracts with Tallgrass High Plains Carbon Storage, LLC and its affiliates, related to the construction, development and operation of carbon capture and sequestration projects at our three Nebraska plants, which are expected to be completed in 2025.

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

Amounts due under the contracts are based on the achievement of certain project milestones and are subject to termination of all or portions of the contracts.

As of December 31, 2025, one project has met criteria for substantial completion and is classified as debt and the two other projects are in the final stages and did not reach substantial completion until January of 2026.

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

Amounts due under the contracts are based on the achievement of certain project milestones and are subject to

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termination of all or portions of the contracts.

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

As of December 31, 2024, the company had incurred $ 17.9 million of accumulated construction costs in relation to these projects, presented as property, plant and equipment on the consolidated balance sheet, with an equal and offsetting liability presented as other liabilities.

As of December 31, 2025, the company had incurred $ 104.2 million of accumulated construction costs in relation to the two projects yet to reach substantial completion, presented as carbon equipment liabilities on the consolidated balance sheets.

Government Assistance

During the year ended December 31, 2023 and 2022, respectively, the company received relief grants of $ 3.4 million and $ 27.7 million from the USDA related to the Biofuel Producer Program.

During the year ended December 31, 2023 the company received relief grants of $ 3.4 million from the USDA related to the Biofuel Producer Program.

The grants received were recorded as other income and the company has no further reporting or other obligations related to the receipt of these grants.

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The company also offers a 401(k) plan enabling eligible employees to save for retirement on a tax-deferred basis up to the limits allowed under the Internal Revenue Code.

During 2022, the company increased the employer match from 4 % to 6 % of eligible employee contributions for employees with less than 5 years of service, and up to 8 % of eligible employee contributions after 5 years of service.

Effective January 1, 2025, the company decreased the employer match for employees with 5 years of service from 8 % to 6 % of eligible employee contributions.

Effective January 1, 2025, the company decreased the employer match for employees with 5 years of service from 8 % to 6 % of eligible employee contributions, the same match for eligible employees with less than 5 years of service.

Employee and employer contributions are 100 % vested immediately.

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As of December 31, 2025, the plan’s assets were $ 4.7 million and liabilities were $ 4.8 million.

At December 31, 2024 and 2023, net liabilities of

$ 0.7 million and $ 1.0 million, respectively, were included in other liabilities on the consolidated balance sheets.

At December 31, 2025 and 2024, net liabilities of $ 0.1 million and $ 0.7 million, respectively, were included in other liabilities on the consolidated balance sheets.

SUBSEQUENT EVENTS

In January of 2026, the CCS construction projects at the company's Nebraska plants in Wood River and Central City reached substantial completion, joining the company's York, Nebraska plant which reached substantial completion in December of 2025.

In accordance with the financing agreements for these projects, repayments have commenced in 2026.

Monthly repayments are scheduled to continue for twelve years .

Amounts classified as carbon equipment liabilities in the company's consolidated balance sheets as of December 31, 2025 will be reclassified as debt beginning in January 2026 .

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 9A. Controls and Procedures