Green Plains Inc. 10-K

Item 9A. Controls and Procedures. 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 47 T a b le of Contents 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. Management is required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures. Under the supervision of and participation of our chief executive officer and chief financial officer, management carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures as of December 31, 2025, as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act and concluded that our disclosure controls and procedures were effective. Management’s Annual Report on Internal Control over Financial Reporting Management is responsible for establishing and maintaining effective internal control over financial reporting as defined in Rule 13a-15(f) of the Exchange Act. Our internal control system is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements in accordance with GAAP. Under the supervision and participation of our chief executive officer and chief financial officer, management assessed the design and operating effectiveness of our internal control over financial reporting as of December 31, 2025, based on the Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on this assessment, management concluded that our internal control over financial reporting was effective as of December 31, 2025. The effectiveness of the company’s internal control over financial reporting as of December 31, 2025, has been audited by KPMG LLP, an independent registered public accounting firm, as stated in their report, which is included herein. Changes in Internal Control over Financial Reporting Management is responsible for establishing and maintaining effective internal control over financial reporting to provide reasonable assurance regarding the reliability of our financial reporting and the preparation of our consolidated financial statements for external purposes in accordance with GAAP. 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. 48 T a b le of Contents Report of Independent Registered Public Accounting Firm To the Stockholders and Board of Directors Green Plains Inc.: Opinion on Internal Control Over Financial Reporting We have audited Green Plains Inc. and subsidiaries' (the Company) internal control over financial reporting as of December 31, 2025, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2025, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of December 31, 2025 and 2024, the related consolidated statements of operations, comprehensive loss, stockholders’ equity, and cash flows for each of the years in the three-year period ended December 31, 2025, and the related notes (collectively, the consolidated financial statements), and our report dated February 10, 2026 expressed an unqualified opinion on those consolidated financial statements. Basis for Opinion The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management's Annual Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audit also included performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion. Definition and Limitations of Internal Control Over Financial Reporting A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. /s/ KPMG LLP Omaha, Nebraska February 10, 2026 49 T a b le of Contents Item 9B. Other Information. During the year ended December 31, 2025, no director or officer of the company adopted , modified or terminated a "Rule 10b5-1 trading arrangement" or "non-Rule 10b5-1 trading arrangement," as each term is defined in Item 408(a) of Regulation S-K. Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections. Not applicable. PART III Item 10. Directors, Executive Officers and Corporate Governance. Information in our Proxy Statement for the 2026 Annual Meeting of Stockholders (“Proxy Statement”) under “Corporate Governance,” “Proposal 1 – Election of Directors,” “Executive Officers,” and under the subheading “Executive Compensation—Compensation Disclosure and Analysis—Compensation Policies and Procedures— Insider Trading Policy ” is incorporated by reference. We have adopted a code of ethics that applies to our chief executive officer, chief financial officer and all other senior financial officers. Our code of ethics is available on our website at www.gpreinc.com in the “Investors and Media – Governance” section. Amendments or waivers are disclosed within five business days following its adoption. Item 11. Executive Compensation. Information included in the Proxy Statement under “Corporate Governance - Compensation of Directors” and “Executive Compensation” other than the “Pay vs. Performance Comparison” subheading is incorporated by reference. Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters. Information in the Proxy Statement under “Security Ownership of Certain Beneficial Owners and Management” and “Executive Compensation” other than the “Pay vs. Performance Comparison” subheading is incorporated by reference. Item 13. Certain Relationships and Related Transactions, and Director Independence. Information in the Proxy Statement under "Corporate Governance" and “Transactions with Related Persons, Promoters and Certain Control Persons” is incorporated by reference. Item 14. Principal Accounting Fees and Services. Information in the Proxy Statement under “Independence of Auditors” and "Auditors' Fees" is incorporated by reference. 50 T a b le of Contents PART IV Item 15. Exhibits, Financial Statement Schedules. (1) Financial Statements. The following consolidated financial statements and notes are filed as part of this annual report on Form 10-K. Page Report of Independent Registered Public Accounting Firm F- 1 Auditor Name: KPMG LLP Auditor Location: Omaha, NE Auditor Firm ID: 185 Consolidated Balance Sheets as of December 31, 2025 and 2024 F- 3 Consolidated Statements of Operations for the years ended December 31, 2025, 2024 and 2023 F- 4 Consolidated Statements of Comprehensive Loss for the years ended December 31, 2025, 2024 and 2023 F- 5 Consolidated Statements of Stockholders’ Equity for the years ended December 31, 2025, 2024 and 2023 F- 6 Consolidated Statements of Cash Flows for the years ended December 31, 2025, 2024 and 2023 F- 7 Notes to Consolidated Financial Statements F- 9 (2) Financial Statement Schedules. All schedules have been omitted because they are not applicable or the required information is included in the consolidated financial statements or notes thereto. (3) Exhibits. The following exhibits are incorporated by reference, filed or furnished as part of this annual report on Form 10-K. Exhibit Index Exhibit No. Description of Exhibit **2.1(a) 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. (incorporated herein by reference to Exhibit 2.2 to the company's Current Report on Form 8-K filed on December 15, 2020). **2.2 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. (incorporated herein by reference to Exhibit 2.1 to the company's Current Report on Form 8-K filed September 18, 2023). **2.3(a) 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) **2.3(b) 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) 3.1(b) Articles of Amendment to Second Amended and Restated Articles of Incorporation of Green Plains Renewable Energy, Inc. (incorporated herein by reference to Exhibit 3.1 of the company’s Current Report on Form 8-K filed May 9, 2011) 3.1(c) Second Articles of Amendment to Second Amended and Restated Articles of Incorporation of Green Plains Renewable Energy, Inc. (incorporated herein by reference to Exhibit 3.1 to the company’s Current Report on Form 8-K filed May 16, 2014) 51 T a b le of Contents 3.1(d) Third Articles of Amendment to Second Amended and Restated Articles of Incorporation of Green Plains, Inc. (incorporated herein by reference to Exhibit 3.1 to the company's Current Report on Form 8-K filed on May 6, 2022) 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(a) 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) 4.1(b) 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) 4.1(c) 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) 4.3 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) **4.4(a) 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) **4.4(b) 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) *10.2(a) Employment Agreement by and between Green Plains Renewable Energy, Inc. and Todd Becker dated May 7, 2008 (incorporated herein by reference to Exhibit 10.54 of the company’s Registration Statement on Form S-4/A filed August 1, 2008) *10.2(b) Amendment No. 1 to Employment Agreement by and between Green Plains Renewable Energy, Inc. and Todd Becker, dated December 18, 2009. (incorporated herein by reference to Exhibit 10.7(b) of the company’s Annual Report on Form 10-K filed February 24, 2010) *10.2(c) Amendment No. 2 to Employment Agreement by and between Green Plains, Inc. 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) *10.2(d) Executive Change in Control Severance Plan Participation Letter by and between Green Plains Inc. and Todd A. 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) *10.2(e) 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) *10.2(f) 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) *10.3(b) Amendment No. 1 to the 2019 Equity Incentive Plan (incorporated herein by reference to Appendix A of the company’s Definitive Proxy Statement filed March 26, 2020) *10.3(c) Green Plains Inc. 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) 52 T a b le of Contents *10.3(d) Green Plains Inc. Performance Share Unit Agreement for 2019 Equity Incentive Plan (incorporated herein by reference to Exhibit 10.5(d) to the company's Annual Report on Form 10-K filed on February 9, 2024) *10.4 Umbrella Short-Term Incentive Plan (incorporated herein by reference to Appendix A of the company’s Proxy Statement filed April 3, 2014) *10.5(a) Employment Agreement by and between Green Plains Renewable Energy, Inc. 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) *10.5(b) 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) *10.6(a) Employment Agreement by and between Green Plains Inc. and Michelle S. 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) *10.6(b) 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) *10.6(c) 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) 10.7(b) Amendment to Revolving Credit Facility, dated as of June 18, 2019, by and among Green Plains Commodity Management LLC and Macquarie Bank Limited (incorporated herein by reference to Exhibit 10.24(b) of the company’s Annual Report on Form 10-K filed February 20, 2020) 10.7(c) Second Amendment to Revolving Credit Facility, dated as of November 24, 2021, by and among Green Plains Commodity Management LLC, Macquarie Bank Limited and Macquarie Futures USA LLC (incorporated herein by reference to Exhibit 10.1 of the company’s Quarterly Report on Form 10-Q filed May 4, 2023) 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) 10.7(e) 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) 10.8(b) Delayed Draw Term Promissory Note 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 10.2 to the company’s Current Report on Form 8-K filed on September 8, 2020) 10.8(c) Loan Guaranty Agreement dated September 3, 2020 by and among Green Plains Inc, as the Guarantor, and MetLife Real Estate Lending LLC, as the Lender (incorporated herein by reference to Exhibit 10.3 to the company’s Current Report on Form 8-K filed on September 8, 2020) 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) 53 T a b le of Contents 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 (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 (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. (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. (incorporated herein by reference to Exhibit 10.4 to the company’s Current Report on Form 8-K filed on February 12, 2021) 10.9(e) First Priority Deed of Trust, Assignment of Leases and Rents, Security Agreement and Financing Statement from Green Plains Obion LLC, as Mortgagor and Wilmington Trust, National Association, as Mortgagee. (incorporated herein by reference to Exhibit 10.5 to the company’s Current Report on Form 8-K filed on February 12, 2021) 10.9(f) 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) 10.9(g) 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) 10.9(h) 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) 10.9(i) 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) 10.9(j) 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) 10.9(k) 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) 10.9(l) 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) 54 T a b le of Contents **10.9(m) 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) **10.9(n) 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) **10.9(o) 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) **10.9(p) 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) **10.9(q) 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) **10.9(r) 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) **10.9(s) 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) **10.9(t) 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) **10.10(a) 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 10.1 to the company's Current Report on Form 8-K filed on March 28, 2022). **10.10(b) 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 ) *10.11 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) *10.12 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 February 9, 2024) *10.13 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) 10.14 Cooperation Agreement, dated February 6, 2024, by and among 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 February 7, 2024) *10.15(a) Employment Agreement by and between Green Plains Inc. 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) *10.15(b) 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) 55 T a b le of Contents *10.15(c) Amendment No. 1 to Employment Agreement by and between Green Plains Inc. 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) *10.15(d) Confidential Severance Agreement and Release by and between Green Plains Inc. 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) *10.16(a) Employment Agreement by and between Green Plains Inc. and Phil Boggs , dated December 2, 2021 *10.16(b) 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) *10.16(c) 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) *10.16(d) Confidential Severance Agreement and Release by and between Green Plains Inc. 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 ) **10.18 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) 10.19(a) 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) 10.19(b) 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) 10.19(c) 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) 10.19(d) 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) 10.19(e) 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) 10.19(f) 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) *10.21(a) 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) *10.21(b) 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) 10.22(a) 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) 10.22(b) First Amendment to Tax Credit Purchase Agreement By and Between Green Plains Inc. and Freepoint Commodities C LLC effective December 10, 2025 56 T a b le of Contents *10.23(a) 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) *10.23(b) 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) *10.24(a) 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) *10.24(b) 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. Insider Trading Policy 21.1 Schedule of Subsidiaries 23.1 Consent of KPMG LLP 31.1 Certification of Chief Executive Officer pursuant to Rule 13a-14(a) and Section 302 of the Sarbanes-Oxley Act of 2002 31.2 Certification of Chief Financial Officer pursuant to Rule 13a-14(a) and Section 302 of the Sarbanes-Oxley Act of 2002 32.1 Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 32.2 Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 97 Green Plains Inc. Clawback Policy (incorporated herein by reference to Exhibit 97 to the company's Annual Report on Form 10-K filed on February 9, 2024) 101 The following information from Green Plains Inc.’s Annual Report on Form 10-K for the annual period ended December 31, 2025, formatted in Inline Extensible Business Reporting Language (iXBRL): (i) the Consolidated Balance Sheets, (ii) the Consolidated Statements of Operations, (iii) the Consolidated Statements of Comprehensive Loss (iv) the Consolidated Statements of Stockholders’ Equity (v) the Consolidated Statements of Cash Flows and (vi) the Notes to Consolidated Financial Statements and Financial Statement Schedule. 104 The cover page from Green Plains Inc. 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. Item 16. Form 10-K Summary. None. 57 T a b le of Contents SIGNATURES 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. GREEN PLAINS INC (Registrant) Date: February 10, 2026 By: /s/ Chris G. Osowski Chris G. Osowski President and Chief Executive Officer (Principal Executive Officer) Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated. Signature Title Date /s/ Chris G. Osowski President and Chief Executive Officer February 10, 2026 Chris G. Osowski (Principal Executive Officer) and Director /s/ Ann Reis Chief Financial Officer (Principal Financial February 10, 2026 Ann Reis Officer and Principal Accounting Officer) /s/ Jim Anderson Chairman of the Board February 10, 2026 Jim Anderson /s/ Farha Aslam Director February 10, 2026 Farha Aslam /s/ Steve Furcich Director February 10, 2026 Steve Furcich /s/ Carl Grassi Director February 10, 2026 Carl Grassi /s/ Brian D. Peterson Director February 10, 2026 Brian D. Peterson /s/ Martin Salinas Jr. Director February 10, 2026 Martin Salinas Jr. /s/ Patrick Sweeney Director February 10, 2026 Patrick Sweeney /s/ Kimberly Wagner Director February 10, 2026 Kimberly Wagner 58 T a b le of Contents Report of Independent Registered Public Accounting Firm To the Stockholders and Board of Directors Green Plains Inc.: Opinion on the Consolidated Financial Statements We have audited the accompanying consolidated balance sheets of Green Plains Inc. and subsidiaries (the Company) as of December 31, 2025 and 2024, the related consolidated statements of operations, comprehensive loss, stockholders’ equity, and cash flows for each of the years in the three-year period ended December 31, 2025, and the related notes (collectively, the consolidated financial statements). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2025 and 2024, and the results of its operations and its cash flows for each of the years in the three-year period ended December 31, 2025, in conformity with U.S. generally accepted accounting principles. We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company’s internal control over financial reporting as of December 31, 2025, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission, and our report dated February 10, 2026 expressed an unqualified opinion on the effectiveness of the Company’s internal control over financial reporting. Basis for Opinion These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion. Critical Audit Matter The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of a critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates. Fair value of forward contracts As discussed in Note 2 to the consolidated financial statements, the Company records forward contracts at fair value unless the contract qualifies for and the Company elects normal purchase or sale exceptions. The Company estimates a fair value based on exchange-quoted prices, adjusted as appropriate for regional location basis values, which represent differences in local markets including transportation as well as quality or grade differences. Basis values are generally determined using inputs from broker quotations or other market transactions. 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. Specifically, evaluating the valuation of forward contracts, which included assumptions related to exchange-quoted prices, and adjustments for regional location basis values, involved complex auditor judgment due to the subjectivity involved in determining the fair value. The following are the primary procedures we performed to address this critical audit matter. We evaluated the design and tested the operating effectiveness of certain internal controls related to the valuation of forward contracts. To assess the valuation of forward contracts, for a sample of contracts, we tested the Company’s exchange-quoted prices by comparing F-1 T a b le of Contents 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 . /s/ KPMG LLP We have served as the Company’s auditor since 2009. Omaha, Nebraska February 10, 2026 F-2 T a b le of Contents GREEN PLAINS INC. CONSOLIDATED BALANCE SHEETS (in thousands, except share amounts) December 31, 2025 2024 ASSETS Current assets Cash and cash equivalents $ 182,319 $ 173,041 Restricted cash 47,813 36,354 Accounts receivable, net of allowances of $ 801 and $ 80 , respectively 74,374 94,901 Inventories 148,095 227,444 Prepaid expenses and other 18,117 27,138 Derivative financial instruments 11,494 10,154 Total current assets 482,212 569,032 Property and equipment, net 957,256 1,042,460 Operating lease right-of-use assets 63,849 72,161 Deferred income taxes, net 33,837 — Other assets 41,242 98,521 Total assets $ 1,578,396 $ 1,782,174 LIABILITIES AND STOCKHOLDERS' EQUITY Current liabilities Accounts payable $ 134,912 $ 154,817 Accrued and other liabilities 66,828 53,712 Derivative financial instruments 7,901 9,500 Operating lease current liabilities 21,557 24,711 Short-term notes payable and other borrowings 33,584 140,829 Current maturities of long-term debt 3,924 2,118 Total current liabilities 268,706 385,687 Long-term debt 361,992 432,460 Operating lease long-term liabilities 43,648 49,190 Carbon equipment liabilities 104,217 17,918 Other liabilities 27,862 22,382 Total liabilities 806,425 907,637 Commitments and contingencies (Note 16) Stockholders' equity Common stock, $ 0.001 par value; 150,000,000 shares authorized; 75,495,731 and 67,512,282 shares issued, and 69,828,077 and 64,707,223 shares outstanding, respectively 76 68 Additional paid-in capital 1,267,839 1,213,646 Retained deficit ( 439,576 ) ( 318,298 ) Accumulated other comprehensive income (loss) ( 618 ) 973 Treasury stock, 5,667,654 and 2,805,059 shares, respectively ( 61,474 ) ( 31,174 ) Total Green Plains stockholders' equity 766,247 865,215 Noncontrolling interests 5,724 9,322 Total stockholders' equity 771,971 874,537 Total liabilities and stockholders' equity $ 1,578,396 $ 1,782,174 See accompanying notes to the consolidated financial statements. F-3 T a b le of Contents GREEN PLAINS INC. CONSOLIDATED STATEMENTS OF OPERATIONS (in thousands, except per share amounts) Year Ended December 31, 2025 2024 2023 Revenues $ 2,091,680 $ 2,458,796 $ 3,295,743 Costs and expenses Cost of goods sold (excluding depreciation and amortization expenses reflected below) 1,954,754 2,328,346 3,130,992 Selling, general and administrative expenses 122,713 118,045 133,350 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 Operating loss ( 67,248 ) ( 47,459 ) ( 61,578 ) Other income (expense) Interest income 4,180 7,560 11,707 Interest expense ( 76,668 ) ( 33,095 ) ( 37,703 ) Other, net ( 4,081 ) 1,696 5,225 Total other income (expense) ( 76,569 ) ( 23,839 ) ( 20,771 ) Loss before income taxes and income (loss) from equity method investees ( 143,817 ) ( 71,298 ) ( 82,349 ) Income tax benefit (expense) 51,746 ( 6,212 ) 5,617 Income (loss) from equity method investees, net of income taxes ( 28,929 ) ( 3,679 ) 433 Net loss ( 121,000 ) ( 81,189 ) ( 76,299 ) Net income attributable to noncontrolling interests 278 1,308 17,085 Net loss attributable to Green Plains $ ( 121,278 ) $ ( 82,497 ) $ ( 93,384 ) Earnings per share Net loss attributable to Green Plains - basic and diluted $ ( 1.80 ) $ ( 1.29 ) $ ( 1.59 ) Weighted average shares outstanding Basic and diluted 67,496 63,796 58,814 See accompanying notes to the consolidated financial statements. F-4 T a b le of Contents GREEN PLAINS INC. CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS (in thousands) Year Ended December 31, 2025 2024 2023 Net loss $ ( 121,000 ) $ ( 81,189 ) $ ( 76,299 ) Other comprehensive income (loss), net of tax Unrealized gains (losses) on derivatives arising during the period, net of tax benefit (expense) of $ 3,065 , $ 1,919 and $( 2,021 ), respectively ( 9,099 ) ( 6,082 ) 6,348 Reclassification of realized losses on derivatives, net of tax benefit of ($ 2,529 ), ($ 3,223 ) and ($ 5,438 ), respectively 7,508 10,215 17,083 Total other comprehensive income (loss), net of tax ( 1,591 ) 4,133 23,431 Comprehensive loss ( 122,591 ) ( 77,056 ) ( 52,868 ) Comprehensive income attributable to noncontrolling interests 278 1,308 17,085 Comprehensive loss attributable to Green Plains $ ( 122,869 ) $ ( 78,364 ) $ ( 69,953 ) See accompanying notes to the consolidated financial statements. F-5 T a b le of Contents GREEN PLAINS INC. CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (in thousands) Common Stock Additional Paid-in Capital Retained (Deficit) Accumulated Other Comprehensive Income (Loss) Treasury Stock Total Green Plains Stockholders' Equity Non- Controlling Interests Total Stockholders' Equity Shares Amount Shares Amount Balance, January 1, 2023 62,101 $ 62 $ 1,110,151 $ ( 142,417 ) $ ( 26,591 ) 2,805 $ ( 31,174 ) $ 910,031 $ 151,035 $ 1,061,066 Net income (loss) — — — ( 93,384 ) — — — ( 93,384 ) 17,085 ( 76,299 ) Cash dividends and distributions declared — — — — — — — — ( 22,728 ) ( 22,728 ) 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 income, net of tax — — — — 23,431 — — 23,431 — 23,431 Investment in subsidiaries — — — — — — — — 572 572 Stock-based compensation 226 — 3,655 — — — — 3,655 359 4,014 Balance, December 31, 2023 62,327 62 1,113,806 ( 235,801 ) ( 3,160 ) 2,805 ( 31,174 ) 843,733 146,323 990,056 Net income (loss) — — — ( 82,497 ) — — — ( 82,497 ) 1,308 ( 81,189 ) 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 ) Stock-based compensation 439 1 3,574 — — — — 3,575 — 3,575 Balance, December 31, 2024 67,512 68 1,213,646 ( 318,298 ) 973 2,805 ( 31,174 ) 865,215 9,322 874,537 Net income (loss) — — — ( 121,278 ) — — — ( 121,278 ) 278 ( 121,000 ) Distributions declared — — — — — — — — ( 1,256 ) ( 1,256 ) Other comprehensive loss before reclassification — — — — ( 9,099 ) — — ( 9,099 ) — ( 9,099 ) Amounts reclassified from accumulated other comprehensive loss — — — — 7,508 — — 7,508 — 7,508 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 Balance, December 31, 2025 75,502 $ 76 $ 1,267,839 $ ( 439,576 ) $ ( 618 ) 5,668 $ ( 61,474 ) $ 766,247 $ 5,724 $ 771,971 See accompanying notes to the consolidated financial statements. F-6 T a b le of Contents GREEN PLAINS INC. CONSOLIDATED STATEMENTS OF CASH FLOWS (in thousands) Year Ended December 31, 2025 2024 2023 Cash flows from operating activities Net loss $ ( 121,000 ) $ ( 81,189 ) $ ( 76,299 ) Adjustments to reconcile net loss to net cash provided by (used in) operating activities Depreciation and amortization 98,434 90,587 98,244 Amortization of debt issuance costs and non-cash interest expense 9,967 2,277 2,693 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 Loss on extinguishment of debt 36,906 1,763 — Deferred income taxes ( 52,985 ) 3,944 ( 6,855 ) Stock-based compensation 17,122 8,274 13,032 Loss (income) from equity method investees, net of income taxes 28,929 3,679 ( 433 ) Distribution from equity method investees — 575 — Other 9,943 165 2,203 Changes in operating assets and liabilities before effects of asset dispositions Accounts receivable 19,271 ( 455 ) 14,164 Inventories 66,657 ( 12,745 ) 53,472 Derivative financial instruments 8,740 13,980 ( 2,919 ) Prepaid expenses and other assets 13,694 ( 5,165 ) ( 3,704 ) Accounts payable and accrued liabilities ( 16,188 ) ( 27,907 ) ( 34,573 ) Current income taxes 4,724 ( 285 ) 497 Other 2,160 1,117 ( 538 ) Net cash provided by (used in) operating activities 110,864 ( 29,965 ) 56,346 Cash flows from investing activities Purchases of property and equipment, net ( 37,199 ) ( 95,084 ) ( 108,093 ) Proceeds from the sale of assets, net 179,909 48,704 25,403 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 Proceeds from the issuance of long-term debt 30,000 — — Payments of principal on long-term debt ( 132,598 ) ( 61,697 ) ( 4,838 ) Proceeds from short-term borrowings 397,942 758,095 1,190,999 Payments on short-term borrowings ( 505,644 ) ( 724,133 ) ( 1,223,785 ) 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 ) — Payments of dividends and distributions ( 721 ) ( 5,165 ) ( 22,728 ) Payments of transaction costs — ( 5,951 ) — Payments of loan fees ( 9,220 ) ( 1,544 ) ( 16 ) Payments related to tax withholdings for stock-based compensation ( 2,155 ) ( 4,699 ) ( 9,018 ) Other financing activities ( 3,259 ) ( 3,060 ) ( 1,578 ) Net cash used in financing activities ( 252,260 ) ( 77,350 ) ( 70,964 ) Net change in cash and cash equivalents, and restricted cash 20,737 ( 169,367 ) ( 121,514 ) Cash and cash equivalents, and restricted cash, beginning of period 209,395 378,762 500,276 Cash and cash equivalents, and restricted cash, end of period $ 230,132 $ 209,395 $ 378,762 Continued on the following page F-7 T a b le of Contents GREEN PLAINS INC. CONSOLIDATED STATEMENTS OF CASH FLOWS (in thousands) Continued from the previous page Year Ended December 31, 2025 2024 2023 Reconciliation of total cash and cash equivalents, and restricted cash Cash and cash equivalents $ 182,319 $ 173,041 $ 349,574 Restricted cash 47,813 36,354 29,188 Total cash and cash equivalents, and restricted cash $ 230,132 $ 209,395 $ 378,762 Non-cash financing activity Issuance of common stock as a result of the Merger $ — $ 5 $ — Extinguishment of non-controlling interest within additional paid-in capital $ — $ 133,765 $ — Supplemental investing activities Assets disposed of in sale $ 150,402 $ 21,027 $ 22,351 Less: liabilities relinquished ( 12,376 ) ( 3,295 ) ( 3,779 ) Net assets disposed $ 138,026 $ 17,732 $ 18,572 Supplemental disclosures of cash flow Cash paid for income taxes, net $ 1,768 $ 486 $ 1,242 Cash paid for interest $ 35,152 $ 31,314 $ 35,161 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 $ — Non-cash asset retirement obligation additions $ 16,035 $ 1,492 $ 3,013 See accompanying notes to the consolidated financial statements. F-8 T a b le of Contents GREEN PLAINS INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 1. BASIS OF PRESENTATION AND DESCRIPTION OF BUSINESS References to the Company References to “Green Plains” or the “company” in the consolidated financial statements and in these notes to the consolidated financial statements refer to Green Plains Inc., an Iowa corporation, and its subsidiaries. Consolidated Financial Statements The consolidated financial statements include the company’s accounts, and all significant intercompany balances and transactions are eliminated. Unconsolidated entities are included in the financial statements on an equity 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. Reclassifications Certain prior year amounts have been reclassified to conform to the current year presentation. These reclassifications did not affect total assets, liabilities, or equity 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 The preparation of consolidated financial statements in conformity with GAAP requires management to make certain estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the consolidated financial statements, and the reported amounts of revenues and expenses during the reporting period. The company bases its estimates on historical experience and assumptions it believes are proper and reasonable under the circumstances and regularly evaluates the appropriateness of its estimates and assumptions. Actual results could differ from those estimates. Certain accounting policies, including but not limited to those relating to derivative financial instruments and accounting for income taxes, are impacted significantly by judgments, assumptions and estimates used in the preparation of the consolidated financial statements. Description of Business The company operates within two operating segments: (1) ethanol production, which includes the production, storage and transportation of ethanol, distillers grains, Ultra-High Protein and renewable corn oil and (2) agribusiness and energy services, which includes grain handling and storage, commodity marketing and merchant trading for company-produced and third-party ethanol, distillers grains, renewable corn oil, natural gas and other commodities. • Ethanol Production. 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. We are one of the largest ethanol producers in North America. • Agribusiness and Energy Services. 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. F-9 T a b le of Contents 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Cash and Cash Equivalents Cash and cash equivalents include bank deposits as well as short-term, highly liquid investments with original maturities of three months or less. Restricted Cash The company has restricted cash, which can only be used for funding letters of credit and for payment towards a credit agreement. Restricted cash also includes cash margins and securities pledged to commodity exchange clearinghouses. To the degree these segregated balances are cash and cash equivalents, they are considered restricted cash on the consolidated balance sheets. Revenue Recognition The company recognizes revenue when obligations under the terms of a contract with a customer are satisfied. Generally, this occurs with the transfer of control of products or services. Revenue is measured as the amount of consideration expected to be received in exchange for transferring goods or providing services. Sales, value add, and other taxes the company collects concurrent with revenue-producing activities are excluded from revenue. Sales of ethanol, distillers grains, Ultra-High Protein, renewable corn oil, natural gas and other commodities by the company’s marketing business are recognized when obligations under the terms of a contract with a customer are satisfied. Generally, this occurs with the transfer of control of products or services. Revenues related to marketing for third parties are presented on a gross basis as the company controls the product prior to the sale to the end customer, takes title of the product and has inventory risk. Unearned revenue is recorded for goods in transit when the company has received payment but control has not yet been transferred to the customer. Revenues for receiving, storing, transferring and transporting ethanol and other fuels are recognized when the product is delivered to the customer. The company routinely enters into physical-delivery energy commodity purchase and sale agreements. At times, the company settles these transactions by transferring its obligations to other counterparties rather than delivering the physical commodity. Revenues include net gains or losses from derivatives related to products sold while cost of goods sold includes net gains or losses from derivatives related to commodities purchased. Revenues also include realized gains and losses on related derivative financial instruments and reclassifications of realized gains and losses on cash flow hedges from accumulated other comprehensive income or loss. Sales of products are recognized when control of the product is transferred to the customer, which depends on the agreed upon shipment or delivery terms. Shipping and Handling Costs The company accounts for shipping and handling activities related to contracts with customers as costs to fulfill its promise to transfer the associated products. Accordingly, the company records customer payments associated with shipping and handling costs as a component of revenue, and classifies such costs as a component of cost of goods sold. Cost of Goods Sold Cost of goods sold includes materials, direct labor, shipping, plant overhead and transportation costs. Materials include the cost of corn feedstock, denaturant, and process chemicals. Corn feedstock costs include gains and losses on related derivative financial instruments not designated as cash flow hedges, inbound freight charges, inspection costs and transfer costs, as well as reclassifications of gains and losses on cash flow hedges from accumulated other comprehensive income or loss. Direct labor includes all compensation and related benefits of non-management personnel involved in production. Shipping costs incurred by the company, including railcar costs, are also reflected in cost of goods sold. Plant overhead consists primarily of plant utilities, repairs and maintenance and outbound freight charges. Transportation costs include railcar leases, freight and shipping of the company's products, as well as storage costs incurred at destination terminals. The company uses exchange-traded futures and options contracts and forward purchase and sale contracts to attempt to minimize the effect of price changes on ethanol, renewable corn oil, grain and natural gas. Exchange-traded futures and F-10 T a b le of Contents options contracts are valued at quoted market prices and settled predominantly in cash. The company is exposed to loss when counterparties default on forward purchase and sale contracts. Grain inventories held for sale and forward purchase and sale contracts are valued at market prices when available or other market quotes adjusted for basis differences, primarily in transportation, between the exchange-traded market and local market where the terms of the contract are based. Changes in forward purchase contracts and exchange-traded futures and options contracts are recognized as a component of cost of goods sold. Derivative Financial Instruments The company uses various derivative financial instruments, including exchange-traded futures and exchange-traded and over-the-counter options contracts, to attempt to minimize risk and the effect of commodity price changes including but not limited to, corn, ethanol, natural gas and other agricultural and energy products. The company monitors and manages this exposure as part of its overall risk management policy to reduce the adverse effect market volatility may have on its operating results. The company may hedge these commodities as one way to mitigate risk; however, there may be situations when these hedging activities themselves result in losses. By using derivatives to hedge exposures to changes in commodity prices, the company is exposed to credit and market risk. The company’s exposure to credit risk includes the counterparty’s failure to fulfill its performance obligations under the terms of the derivative contract. The company minimizes its credit risk by entering into transactions with high quality counterparties, limiting the amount of financial exposure it has with each counterparty and monitoring their financial condition. Market risk is the risk that the value of the financial instrument might be adversely affected by a change in commodity prices or interest rates. The company manages market risk by incorporating parameters to monitor exposure within its risk management strategy, which limits the types of derivative instruments and strategies the company can use and the degree of market risk it can take using derivative instruments. Forward contracts are recorded at fair value unless the contracts qualify for, and the company elects, normal purchase or sale exceptions. Changes in fair value are recorded in operating income unless the contracts qualify for, and the company elects, cash flow hedge accounting treatment. Certain qualifying derivatives related to ethanol production and agribusiness and energy services are designated as cash flow hedges. The company evaluates the derivative instrument to ascertain its effectiveness prior to entering into cash flow hedges. Unrealized gains and losses are reflected in accumulated other comprehensive income or loss until the gain or loss from the underlying hedged transaction is realized and the physical transaction is completed. When it becomes probable a forecasted transaction will not occur, the cash flow hedge treatment is discontinued, which affects earnings. These derivative financial instruments are recognized in current assets or current liabilities at fair value. At times, the company hedges its exposure to changes in inventory values and designates qualifying derivatives as fair value hedges. The carrying amount of the hedged inventory is adjusted in the current period for changes in fair value. Estimated fair values carried at market are based on exchange-quoted prices, adjusted as appropriate for regional location basis values which represent differences in local markets including transportation as well as quality or grade differences. Basis values are generally determined using inputs from broker quotations or other market transactions. However, a portion of the value may be derived using unobservable inputs. Ineffectiveness of the hedges is recognized in the current period to the extent the change in fair value of the inventory is not offset by the change in fair value of the derivative. Concentrations of Credit Risk 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, 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. Although payments are typically received within fifteen days of the sale, the company continually monitors its exposure. 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 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 F-11 T a b le of Contents December 31, 2025 and 2024, respectively. Inventories 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. Property and Equipment Property and equipment are stated at cost less accumulated depreciation. Depreciation is generally calculated using the straight-line method over the following estimated useful life of the assets: Years Buildings and improvements 10 - 40 Plant equipment 10 - 40 Other machinery and equipment 5 - 7 Land improvements 15 - 40 Railroad track and equipment 20 - 30 Computer hardware and software 3 - 5 Office furniture and equipment 5 - 7 Property and equipment is capitalized at cost. Land improvements, interest incurred during construction and other property improvements are capitalized and depreciated. Betterment of property assets are those that extend the useful life, increase the capacity or improve the operating efficiency or improve the safety of our operations. Costs of repairs and normal maintenance are charged to expense when incurred. The company periodically evaluates whether events and circumstances have occurred that warrant a revision of the estimated useful life of its fixed assets. Intangible Assets Our intangible assets consist primarily of customer relationships, intellectual property, and licenses. 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 The company reviews its long-lived assets, currently consisting of property and equipment, operating lease right-of-use assets, intangible assets and equity method investments, for impairment whenever events or changes in circumstances indicate the carrying amount of the asset may not be recoverable. Recoverability of assets to be held and used is measured by comparison of the carrying amount of an asset to estimated undiscounted future cash flows expected to be generated by the asset. If the carrying amount of an asset exceeds its estimated future cash flows, an impairment charge is recognized in the amount by which the carrying amount of the asset exceeds the fair value of the asset. Significant management judgment is required to determine the fair value of our long-lived assets and measure impairment, which includes projected cash flows. Fair value is determined by using various valuation techniques, including discounted cash flow models, sales of comparable properties and third-party independent appraisals. Changes in estimated fair value could result in an impairment of the asset. F-12 T a b le of Contents Goodwill 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. The determination of goodwill takes into consideration the fair value of net tangible and intangible assets. The company’s goodwill is related to an acquisition within our ethanol production segment. 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. 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. Fair value is determined by using various valuation techniques, including discounted cash flow models, sales of comparable properties and third-party independent appraisals. Changes in estimated fair value could result in a write-down of the asset. Leases The company leases certain facilities, parcels of land, and equipment. These leases are accounted for as operating leases, with lease expense recognized on a straight-line basis over the lease term. The term of the lease may include options to extend or terminate the lease when it is reasonably certain that such options will be exercised. For leases with initial terms greater than 12 months, the company records operating lease right-of-use assets and corresponding operating lease liabilities. Leases with an initial term of 12 months or less are not recorded on the consolidated balance sheet. The company did not incur any material short-term lease expense for the years ended December 31, 2025, 2024 or 2023. Operating lease right-of-use assets represent the right to control an underlying asset for the lease term and operating lease liabilities represent the obligation to make lease payments arising from the lease. These assets and liabilities are recognized at the commencement date based on the present value of lease payments over the lease term. As the company’s leases do not provide an implicit rate, the incremental borrowing rate is used based on information available at commencement date to determine the present value of future payments. The company elected to utilize a portfolio approach for lease classification, which allows for an entity to group together leases with similar characteristics provided that its application does not create a material difference when compared to accounting for the leases at a contract level. For railcar leases, the company elected to combine the railcars within each rider and account for each rider as an individual lease. From a lessee perspective, the company combines both the lease and non-lease components and accounts for them as one lease. Certain of the company’s railcar agreements provide for maintenance costs to be the responsibility of the company as incurred or charged by the lessor. This maintenance cost is a non-lease component that the company combines with the monthly rental payment and accounts for the total cost as operating lease expense. In addition, the company has a land lease that contains a non-lease component for the handling and unloading services the landlord provides. The company combines the cost of services with the land lease cost and accounts for the total as operating lease expense. Investments in Equity Method Investees The company accounts for investments in which the company exercises significant influence using the equity method so long as the company (i) does not control the investee and (ii) is not the primary beneficiary of the entity. The company recognizes these investments as a separate line item in the consolidated balance sheets and its proportionate share of earnings on a separate line item in the consolidated statements of operations. The company recognizes losses in the value of equity method investments when there is evidence of an other-than-temporary decrease in value. Evidence of a loss might include, but would not necessarily be limited to, the inability to recover the carrying amount of the investment or the inability of the equity method investee to sustain an earnings capacity that justifies the carrying amount of the investment. The current fair value of an investment that is less than its carrying amount may indicate a loss in value of the investment. 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 F-13 T a b le of Contents 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. 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 Fees and costs related to securing debt are recorded as financing costs. Debt issuance costs are stated at cost and are amortized using the effective interest method for term loans and the straight-line basis over the life of the agreements for revolving credit arrangements and convertible notes. Selling, General and Administrative Expenses Selling, general and administrative expenses consist of various expenses including employee salaries, incentives and benefits; office expenses; director compensation; professional fees for accounting, legal, consulting, and investor relations activities. Stock-Based Compensation The company recognizes compensation cost using a fair value based method whereby compensation cost is measured at the grant date based on the market price of the award on the date of the award agreement, or an estimated fair value for market-based awards, and is recognized over the service period on a straight-line basis, which is usually the vesting period. Income Taxes The provision for income taxes is computed using the asset and liability method, under which deferred tax assets and liabilities are recognized for the expected future tax consequences attributable to temporary differences between the financial reporting carrying amount of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in operating results in the period of enactment. 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 F-14 T a b le of Contents 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. ASU 2024-03 is effective for the company's fiscal year ended December 31, 2027. Early adoption is permitted. The company is currently evaluating the impact of this ASU. In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740) - Improvements to Income Tax Disclosures to enhance the transparency and decision usefulness of income tax disclosures. ASU 2023-09 is effective for the company's fiscal year ended December 31, 2025. 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 has adopted this ASU on a prospective basis. 3. REVENUE 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. 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. F-15 T a b le of Contents Revenue by Source The following tables disaggregate revenue by major source (in thousands): Twelve Months Ended December 31, 2025 Ethanol Production Agribusiness & Energy Services Eliminations Total Revenues Revenues from contracts with customers under ASC 606 Ethanol $ — $ — $ — $ — Distillers grains 83,613 11,785 — 95,398 Renewable corn oil — — — — Other 89,895 3,686 — 93,581 Intersegment revenues 860 259 ( 1,119 ) — Total revenues from contracts with customers 174,368 15,730 ( 1,119 ) 188,979 Revenues from contracts accounted for as derivatives under ASC 815 (1) Ethanol 1,372,928 116,300 — 1,489,228 Distillers grains 201,674 16,830 — 218,504 Renewable corn oil 152,888 — — 152,888 Other — 42,081 — 42,081 Intersegment revenues — 22,402 ( 22,402 ) — Total revenues from contracts accounted for as derivatives 1,727,490 197,613 ( 22,402 ) 1,902,701 Total Revenues $ 1,901,858 $ 213,343 $ ( 23,521 ) $ 2,091,680 Twelve Months Ended December 31, 2024 Ethanol Production Agribusiness & Energy Services Eliminations Total Revenues Revenues from contracts with customers under ASC 606 Ethanol $ — $ — $ — $ — Distillers grains 88,660 10,015 — 98,675 Renewable corn oil — — — — Other 55,613 8,685 — 64,298 Intersegment revenues 3,707 287 ( 3,994 ) — Total revenues from contracts with customers 147,980 18,987 ( 3,994 ) 162,973 Revenues from contracts accounted for as derivatives under ASC 815 (1) Ethanol 1,522,215 329,768 — 1,851,983 Distillers grains 252,694 28,630 — 281,324 Renewable corn oil 136,671 3,346 — 140,017 Other 7,529 14,970 — 22,499 Intersegment revenues — 25,406 ( 25,406 ) — Total revenues from contracts accounted for as derivatives 1,919,109 402,120 ( 25,406 ) 2,295,823 Total Revenues $ 2,067,089 $ 421,107 $ ( 29,400 ) $ 2,458,796 F-16 T a b le of Contents Twelve Months Ended December 31, 2023 Ethanol Production Agribusiness & Energy Services Eliminations Total Revenues Revenues from contracts with customers under ASC 606 Ethanol $ — $ — $ — $ — Distillers grains 85,474 — — 85,474 Renewable corn oil — — — — Other 35,222 15,593 — 50,815 Intersegment revenues 4,555 239 ( 4,794 ) — Total revenues from contracts with customers 125,251 15,832 ( 4,794 ) 136,289 Revenues from contracts accounted for as derivatives under ASC 815 (1) Ethanol 2,117,296 388,764 — 2,506,060 Distillers grains 377,357 34,818 — 412,175 Renewable corn oil 179,424 8,048 — 187,472 Other 25,213 28,534 — 53,747 Intersegment revenues — 24,907 ( 24,907 ) — Total revenues from contracts accounted for as derivatives 2,699,290 485,071 ( 24,907 ) 3,159,454 Total Revenues $ 2,824,541 $ 500,903 $ ( 29,701 ) $ 3,295,743 (1) Revenues from contracts accounted for as derivatives represent physically settled derivative sales that are outside the scope of ASC 606. Major Customer 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 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 The company has standard payment terms, which vary depending upon the nature of the services provided, with the majority falling within 10 to 30 days after transfer of control or completion of services. In instances where the timing of revenue recognition differs from the timing of invoicing, the company has determined that contracts generally do not include a significant financing component. Contract Liabilities The company records unearned revenue when consideration is received, or such consideration is unconditionally due, from a customer prior to transferring goods or services to the customer under the terms of service agreements. Unearned revenue from service agreements, which represents a contract liability, is recorded for fees that have been charged to the customer prior to the completion of performance obligations. Unearned revenue is generally recognized in the subsequent period and is not material to the company. The company expects to recognize all of the unearned revenue associated with service agreements as of December 31, 2025 when the services are provided. 4. 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. F-17 T a b le of Contents 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 ) Debt ( 657 ) Total identifiable net assets disposed $ 138,026 Green Plains Partners Merger On January 9, 2024, the transactions contemplated by the Merger Agreement were completed and the company issued approximately 4.7 million shares of common stock to acquire all of the publicly held common units of the partnership not already owned by the company prior to the Merger at a fixed exchange ratio of 0.405 shares of the company's common stock, par value $ 0.001 per share, along with $ 2.50 of cash consideration for each partnership common unit. The total consideration as a result of the Merger was $ 143.1 million, which was comprised of $ 29.2 million in cash and $ 113.9 million of common stock exchanged. As a result of the Merger, the partnership's common units are no longer publicly traded. The interests in the partnership owned by the company and its subsidiaries remained outstanding as limited partner interests in the surviving entity until the partnership was dissolved in the fourth quarter of 2024. Since the company controlled the partnership prior to the Merger and continued to control the partnership after the Merger, the company accounted for the change in its ownership interest in the partnership as an equity transaction during the year ended December 31, 2024, which is reflected as a reduction of non-controlling interest with a corresponding increase to common stock and additional paid-in capital. No gain or loss was recognized in the consolidated statements of operations as a result of the Merger. Prior to the effective time of the Merger on January 9, 2024, public unitholders owned a 49.2 % limited partner interest, F-18 T a b le of Contents 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. In 2024, the non-controlling interest attributed to the partnership common units held by the public of $ 133.8 million were recorded as a reduction of non-controlling interest with a corresponding increase to additional paid-in capital. The company incurred transaction costs of $ 5.5 million related to the Merger during the year ended December 31, 2024 and $ 2.0 million during the year ended December 31, 2023. These costs were directly related to the Merger consisting primarily of financial advisory services, legal services and other professional fees, and were recorded as an offset to the issuance of common stock within additional paid-in capital. Disposition of Birmingham Terminal On September 30, 2024, the company completed the sale of the terminal located in Birmingham, Alabama and certain related assets and transfer of liabilities (the "Birmingham Transaction") for a sale price of $ 47.5 million, plus working capital of $ 1.2 million. The company recorded a pretax gain on the sale of $ 30.7 million. The proceeds from the sale were used to repay the outstanding balance of the Green Plains Partners term loan due July 20, 2026. The assets sold and liabilities transferred of the Birmingham Transaction at closing on September 30, 2024 were as follows (in thousands): Amounts of Identifiable Assets Disposed and Liabilities Relinquished Prepaid expenses and other 1,209 Property and equipment 7,012 Operating lease right-of-use assets 2,208 Goodwill 10,598 Operating lease current liabilities ( 427 ) Operating lease long-term liabilities ( 2,312 ) Other liabilities ( 556 ) Total identifiable net assets disposed $ 17,732 Disposition of the Atkinson Ethanol Plant On September 7, 2023, the company completed the sale of the plant located in Atkinson, Nebraska and certain related assets and transfer of liabilities ("the Atkinson Transaction") for a sale price of $ 22.9 million, plus working capital of $ 1.1 million. Correspondingly, the company entered into a separate asset purchase agreement with the partnership for $ 2.1 million to acquire the storage assets and the associated railcar operating leases. The divested assets were reported within the company’s ethanol production, agribusiness and energy services and partnership segments. The company recorded a pretax gain on the sale of the Atkinson plant of $ 4.1 million recorded within corporate activities. F-19 T a b le of Contents The assets sold and liabilities transferred of the Atkinson plant at closing on September 7, 2023 were as follows: (in thousands): Amounts of Identifiable Assets Disposed and Liabilities Relinquished Inventories $ 3,164 Prepaid expenses and other 423 Property, plant and equipment 15,199 Operating lease right-of-use assets 3,428 Accrued and other liabilities ( 162 ) Operating lease current liabilities ( 1,332 ) Operating lease long-term liabilities ( 2,096 ) Other liabilities ( 189 ) Total identifiable net assets disposed $ 18,435 5. FAIR VALUE DISCLOSURES The following methods, assumptions and valuation techniques were used in estimating the fair value of the company’s financial instruments: Level 1 – unadjusted quoted prices in active markets for identical assets or liabilities the company can access at the measurement date. Level 2 – directly or indirectly observable inputs such as quoted prices for similar assets or liabilities in active markets other than quoted prices included within Level 1, quoted prices for identical or similar assets in markets that are not active, and other inputs that are observable or can be substantially corroborated by observable market data through correlation or other means. Fair value hedged inventories in the agribusiness and energy services segment as well as forward commodity purchase and sale contracts are valued at nearby futures values, plus or minus nearby basis values, which represent differences in local markets including transportation or commodity quality or grade differences. Level 3 – unobservable inputs that are supported by little or no market activity and comprise a significant component of the fair value of the assets or liabilities. Derivative contracts include exchange-traded commodity futures and options contracts and forward commodity purchase and sale contracts. Exchange-traded futures and options contracts are valued based on unadjusted quoted prices in active markets and are classified in Level 1. The majority of the company’s exchange-traded futures and options contracts are cash-settled on a daily basis. F-20 T a b le of Contents There have been no changes in valuation techniques and inputs used in measuring fair value. The company’s assets and liabilities by level are as follows (in thousands): Fair Value Measurements at December 31, 2025 Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Unobservable Inputs (Level 3) Total Assets Cash and cash equivalents $ 182,319 $ — $ — $ 182,319 Restricted cash 47,813 — — 47,813 Inventories carried at market — 24,736 — 24,736 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 Liabilities Accounts payable (2) $ — $ 28,598 $ — $ 28,598 Derivative financial instruments - liabilities — 7,901 — 7,901 Other liabilities — 1 — 1 Total liabilities measured at fair value $ — $ 36,500 $ — $ 36,500 Fair Value Measurements at December 31, 2024 Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Unobservable Inputs (Level 3) Total Assets Cash and cash equivalents $ 173,041 $ — $ — $ 173,041 Restricted cash 36,354 — — 36,354 Inventories carried at market — 48,500 — 48,500 Derivative financial instruments - assets — 10,154 — 10,154 Total assets measured at fair value $ 209,395 $ 58,654 $ — $ 268,049 Liabilities Accounts payable (2) $ — $ 23,208 $ — $ 23,208 Accrued and other liabilities (3) — 2,094 — 2,094 Derivative financial instruments - liabilities — 4,791 — 4,791 Other liabilities (3) — 979 — 979 Total liabilities measured at fair value $ — $ 31,072 $ — $ 31,072 (1) Property and equipment, net of accumulated depreciation and amortization includes $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. (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. F-21 T a b le of Contents 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. The fair value of the company’s debt was approximately $ 518.6 million compared with a book value of $ 575.4 million at December 31, 2024. 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 $ 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. 6. SEGMENT INFORMATION The company reports the financial and operating performance for the following two operating segments: (1) ethanol production, which includes the production, storage and transportation of ethanol, distillers grains, Ultra-High Protein and renewable corn oil and (2) agribusiness and energy services, which includes grain handling and storage, commodity marketing and merchant trading for company-produced and third-party ethanol, distillers grains, renewable corn oil, natural gas and other commodities. 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, net, and restructuring costs. During the normal course of business, the operating segments conduct business with each other. For example, the agribusiness and energy services segment procures grain and natural gas and sells products, including ethanol, distillers grains, Ultra-High Protein and renewable corn oil for the ethanol production segment. These intersegment activities are treated like third-party transactions with origination, marketing and storage fees charged at estimated market values. Consequently, these transactions affect segment performance; however, they do not impact the company’s consolidated results since the revenues and corresponding costs are eliminated. The Chief Operating Decision Maker ("CODM") for the company is the Chief Executive Officer. The CODM utilizes EBITDA to assess segment performance, which is derived from revenue less cost of goods sold and selling, general and administrative expenses. The CODM manages and allocates resources to the operations of the Company's two segments. This enables the CEO to assess the Company’s overall level of available resources and determine how best to deploy these resources for capital expenditure, research and development projects, and other strategic opportunities that are in line with our long-term strategic goals. The CODM is regularly provided with consolidated expense information or forecasted expense information for the applicable reportable segment. The following tables set forth certain financial data for the company’s operating segments (in thousands): Year Ended December 31, 2025 2024 2023 Revenues Ethanol production Revenues from external customers $ 1,900,999 $ 2,063,382 $ 2,819,986 Intersegment revenues 859 3,707 4,555 Total segment revenues 1,901,858 2,067,089 2,824,541 Agribusiness and energy services Revenues from external customers 190,681 395,414 475,757 Intersegment revenues 22,662 25,693 25,146 Total segment revenues 213,343 421,107 500,903 Revenues including intersegment activity 2,115,201 2,488,196 3,325,444 Intersegment eliminations ( 23,521 ) ( 29,400 ) ( 29,701 ) $ 2,091,680 $ 2,458,796 $ 3,295,743 Refer to Note 3 – Revenue , for further disaggregation of revenue by operating segment. F-22 T a b le of Contents Year Ended December 31, 2025 2024 2023 Cost of goods sold Ethanol production $ 1,804,279 $ 1,983,460 $ 2,705,917 Agribusiness and energy services 173,996 374,286 454,776 Intersegment eliminations ( 23,521 ) ( 29,400 ) ( 29,701 ) $ 1,954,754 $ 2,328,346 $ 3,130,992 Year Ended December 31, 2025 2024 2023 Gross margin Ethanol production (1)(2) $ 97,579 $ 83,629 $ 118,624 Agribusiness and energy services 39,347 46,821 46,127 $ 136,926 $ 130,450 $ 164,751 Year Ended December 31, 2025 2024 2023 Depreciation and amortization Ethanol production $ 90,553 $ 82,784 $ 92,712 Agribusiness and energy services (3) 4,741 2,185 2,360 Corporate activities (4) 3,140 5,618 3,172 $ 98,434 $ 90,587 $ 98,244 Year Ended December 31, 2025 2024 2023 Operating income (loss) Ethanol production (1)(2)(5) $ ( 55,482 ) $ ( 40,758 ) $ ( 19,958 ) Agribusiness and energy services (3) 20,660 28,156 28,100 Corporate activities (4)(6)(7) ( 32,426 ) ( 34,857 ) ( 69,720 ) $ ( 67,248 ) $ ( 47,459 ) $ ( 61,578 ) (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. (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. F-23 T a b le of Contents 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). EBITDA is defined as earnings before interest expense, income taxes, depreciation and amortization excluding the amortization of right-of-use assets and debt issuance costs. Year Ended December 31, 2025 Ethanol production Agribusiness and energy services Subtotal EBITDA $ 33,247 $ 25,661 $ 58,908 Depreciation and amortization ( 90,553 ) ( 4,741 ) ( 95,294 ) Interest expense ( 55,342 ) ( 5,990 ) ( 61,332 ) Subtotal $ ( 112,648 ) $ 14,930 $ ( 97,718 ) Unallocated corporate expenses (1) ( 75,701 ) Income tax benefit, net of equity method income taxes 52,419 Net loss $ ( 121,000 ) Year Ended December 31, 2024 Ethanol production Agribusiness and energy services Subtotal EBITDA $ 39,645 $ 31,935 $ 71,580 Depreciation and amortization ( 82,784 ) ( 2,185 ) ( 84,969 ) Interest expense ( 22,056 ) ( 4,722 ) ( 26,778 ) Subtotal $ ( 65,195 ) $ 25,028 $ ( 40,167 ) Unallocated corporate expenses (1) ( 35,869 ) Income tax expense, net of equity method income taxes ( 5,153 ) Net loss $ ( 81,189 ) F-24 T a b le of Contents Year Ended December 31, 2023 Ethanol production Agribusiness and energy services Subtotal EBITDA $ 78,561 $ 31,689 $ 110,250 Depreciation and amortization ( 92,712 ) ( 2,360 ) ( 95,072 ) Interest expense ( 23,545 ) ( 7,723 ) ( 31,268 ) Subtotal $ ( 37,696 ) $ 21,606 $ ( 16,090 ) Unallocated corporate expenses (1) ( 65,826 ) 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, 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): Year Ended December 31, 2025 2024 2023 Capital expenditures Ethanol production $ 36,718 $ 89,230 $ 107,468 Agribusiness and energy services 164 833 512 Corporate activities 317 5,021 494 $ 37,199 $ 95,084 $ 108,474 The following table sets forth total assets by operating segment (in thousands): Year Ended December 31, 2025 2024 Total assets (1) Ethanol production $ 1,133,246 $ 1,234,635 Agribusiness and energy services 278,222 412,006 Corporate assets 173,481 143,716 Intersegment eliminations ( 6,553 ) ( 8,183 ) $ 1,578,396 $ 1,782,174 (1) Asset balances by segment exclude intercompany balances. F-25 T a b le of Contents 7. INVENTORIES Inventories are carried at the lower of average cost or net realizable value, except fair-value hedged inventories. As of December 31, 2025 and 2024, respectively, the company recorded a $ 1.5 million and $ 2.1 million lower of cost or net realizable value inventory adjustment associated with finished goods in cost of goods sold within the ethanol production segment. The components of inventories are as follows (in thousands): December 31, 2025 2024 Finished goods $ 24,891 $ 72,863 Commodities held for sale 24,736 48,500 Raw materials 26,650 37,334 Work-in-process 9,597 13,569 Supplies and parts 62,221 55,178 $ 148,095 $ 227,444 8. PROPERTY AND EQUIPMENT The components of property and equipment are as follows (in thousands): December 31, 2025 2024 Plant equipment $ 1,173,964 $ 1,200,795 Buildings and improvements 235,265 218,660 Land and improvements 94,045 107,543 Railroad track and equipment 21,768 32,137 Construction-in-progress 39,491 174,151 Computer hardware and software 30,516 27,829 Office furniture and equipment 2,934 3,422 Leasehold improvements and other 40,986 27,516 Total property and equipment 1,638,969 1,792,053 Less: accumulated depreciation and amortization ( 681,713 ) ( 749,593 ) Property and equipment, net $ 957,256 $ 1,042,460 Interest capitalized during the years ended December 31, 2025, 2024 and 2023 totaled $ 4.4 million, $ 4.4 million and $ 3.6 million, respectively. 9. GOODWILL AND INTANGIBLE ASSETS Goodwill The company has one reporting unit to which goodwill was assigned. We are required to perform impairment tests related to our goodwill annually, which we perform as of October 1, or if an indicator of impairment occurs. The company performed its annual goodwill assessments as of October 1, 2025 and 2024 using qualitative assessments, which resulted in no indication of goodwill impairment. 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, 2025 and 2024 was $ 18.5 million. The company records goodwill within other assets on the consolidated balance sheets. F-26 T a b le of Contents Intangible Assets The company recognized certain intangible assets in connection with the FQT acquisition during the fourth quarter of 2020. The components of the intangible assets are as follows (in thousands): December 31, 2025 2024 Customer relationships and backlog $ 17,628 $ 17,628 Intellectual property 9,700 9,700 Trade name 1,300 1,300 Total 28,628 28,628 Accumulated amortization ( 18,151 ) ( 15,962 ) Total intangible assets, net $ 10,477 $ 12,666 Weighted average remaining amortization period 7.9 years 8.9 years 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 $ 2.0 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. 10. DERIVATIVE FINANCIAL INSTRUMENTS 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. The amount realized in operating income will differ as commodity prices change. Fair Values of Derivative Instruments The fair values of the company’s derivative financial instruments and the line items on the consolidated balance sheets where they are reported are as follows (in thousands): Asset Derivatives' Fair Value at December 31, Liability Derivatives' Fair Value at December 31, 2025 2024 2025 2024 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. Refer to Note 5 - Fair Value Disclosures , which contains fair value information related to derivative financial instruments. F-27 T a b le of Contents Effect of Derivative Instruments on Consolidated Balance Sheets, Consolidated Statements of Operations and Consolidated Statements of Comprehensive Loss The gains or losses recognized in income and other comprehensive income related to the company’s derivative financial instruments and the line items on the consolidated financial statements where they are reported are as follows (in thousands): Location of Gain (Loss) Reclassified from Accumulated Other Comprehensive Income into Income Amount of Gain (Loss) Reclassified from Accumulated Other Comprehensive Income into Income Year Ended December 31, 2025 2024 2023 Revenues $ ( 2,355 ) $ 9,832 $ 2,482 Cost of goods sold ( 7,682 ) ( 23,270 ) ( 25,003 ) Net loss recognized in loss before income taxes $ ( 10,037 ) $ ( 13,438 ) $ ( 22,521 ) Gain (Loss) Recognized in Other Comprehensive Income on Derivatives Amount of Gain (Loss) Recognized in Other Comprehensive Income on Derivatives Year Ended December 31, 2025 2024 2023 Commodity Contracts $ ( 12,164 ) $ ( 8,001 ) $ 8,369 A portion of the company's derivative instruments are considered economic hedges and as such are not designated as hedging instruments. The company uses exchange-traded futures and options contracts to manage its net position of product inventories and forward cash purchase and sales contracts to reduce price risk caused by market fluctuations. Derivatives, including exchange traded contracts and forward commodity purchase or sale contracts, and inventories of certain agricultural products, which include amounts acquired under deferred pricing contracts, are stated at fair value. Fair 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 as Hedging Instruments Location of Gain (Loss) Recognized in Income on Derivatives Amount of Gain (Loss) Recognized in Income on Derivatives Year Ended December 31, 2025 2024 2023 Exchange-traded futures and options Revenues $ ( 10,176 ) $ 4,246 $ ( 2,552 ) Forwards Revenues ( 402 ) ( 4,446 ) 4,842 Exchange-traded futures and options Cost of goods sold 5,067 24,045 45,065 Forwards Cost of goods sold ( 2,317 ) 5,442 ( 4,265 ) Net gain (loss) recognized in loss before income taxes $ ( 7,828 ) $ 29,287 $ 43,090 F-28 T a b le of Contents 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 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 Effect of Cash Flow and Fair Value Hedge Accounting on the Statements of Operations Location and Amount of Gain (Loss) Recognized in Income on Cash Flow and Fair Value Hedging Relationships for the Year Ended December 31, 2025 Revenue Cost of Goods Sold Gain (loss) on cash flow hedging relationships Commodity contracts Amount of gain (loss) on exchange-traded futures reclassified from accumulated other comprehensive income into income $ ( 2,355 ) $ ( 7,682 ) Gain (loss) on fair value hedging relationships Commodity contracts Fair value hedged inventories — 3,339 Exchange-traded futures designated as hedging instruments — ( 1,171 ) 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 ) F-29 T a b le of Contents Location and Amount of Gain (Loss) Recognized in Income on Cash Flow and Fair Value Hedging Relationships for the Year Ended December 31, 2024 Revenue Cost of Goods Sold Gain (loss) on cash flow hedging relationships Commodity contracts Amount of gain (loss) on exchange traded futures reclassified from accumulated other comprehensive income into income $ 9,832 $ ( 23,270 ) Gain (loss) on fair value hedging relationships Commodity contracts Fair value hedged inventories — 6,398 Exchange-traded futures designated as hedging instruments — ( 6,039 ) 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 $ 9,832 $ ( 22,911 ) Location and Amount of Gain (Loss) Recognized in Income on Cash Flow and Fair Value Hedging Relationships for the Year Ended December 31, 2023 Revenue Cost of Goods Sold Gain (loss) on cash flow hedging relationships Commodity contracts Amount of gain (loss) on exchange-traded futures reclassified from accumulated other comprehensive income into income $ 2,482 $ ( 25,003 ) Gain (loss) on fair value hedging relationships Commodity contracts Fair value hedged inventories — ( 11,657 ) Exchange-traded futures designated as hedging instruments — 14,417 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 ) F-30 T a b le of Contents The notional volume of open commodity derivative positions as of December 31, 2025 are as follows (in thousands): Exchange-Traded (1) Non-Exchange-Traded (2) Derivative Instruments Net Long & (Short) Long (Short) Unit of Measure Commodity Futures ( 7,970 ) Bushels Corn Futures 28,140 (3) Bushels Corn Futures ( 2,975 ) (4) Bushels Corn Futures ( 34,230 ) Gallons Ethanol Futures ( 82,152 ) (3) Gallons Ethanol Futures ( 1,163 ) MmBTU Natural Gas Futures 2,385 (3) MmBTU Natural Gas Futures ( 3,603 ) (4) MmBTU Natural Gas Futures ( 13,680 ) Pounds Soybean Oil Options 3,953 Pounds Soybean Oil Options 983 MmBTU Natural Gas Forwards 35,414 — Bushels Corn Forwards 13,433 ( 212,840 ) Gallons Ethanol Forwards 38 ( 220 ) Tons Distillers Grains Forwards — ( 43,490 ) Pounds Renewable Corn Oil Forwards 4,962 ( 552 ) MmBTU Natural Gas (1) Notional volume of exchange-traded futures and options are presented on a net long and (short) position basis. Options are presented on a delta-adjusted basis. (2) Notional volume of non-exchange-traded forward physical contracts are presented on a gross long and (short) position basis, including both fixed-price and basis contracts, for which only the basis portion of the contract price is fixed. (3) Notional volume of exchange-traded futures used for cash flow hedges. (4) Notional volume of exchange-traded futures used for fair value hedges. Energy trading contracts that do not involve physical delivery are presented net in revenues on the consolidated statements of operations. Included in revenues are net gains of $ 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. F-31 T a b le of Contents 11. DEBT The components of long-term debt are as follows (in thousands): December 31, 2025 2024 Corporate 2.25 % convertible notes due 2027 (1) $ 60,000 $ 230,000 5.25 % convertible notes due 2030 (2) 200,000 — Green Plains SPE LLC Junior secured mezzanine notes due 2026 (3) — 125,000 Green Plains Shenandoah Term loan due 2035 (4) 70,125 71,625 Green Plains York Carbon Capture Tallgrass Term loan due 2037 34,523 — Other 9,842 11,163 Total book value of long-term debt 374,490 437,788 Unamortized debt issuance costs ( 8,574 ) ( 3,210 ) Less: current maturities of long-term debt ( 3,924 ) ( 2,118 ) Total long-term debt $ 361,992 $ 432,460 (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 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): Year Ending December 31, Amount 2026 $ 3,924 2027 63,952 2028 4,129 2029 4,339 2030 204,441 Thereafter 93,705 Total $ 374,490 The components of short-term notes payable and other borrowings are as follows (in thousands): December 31, 2025 2024 Green Plains Finance Company, Green Plains Grain and Green Plains Trade $ 350.0 million revolver $ 25,000 $ 133,500 Green Plains Commodity Management $ 20.0 million hedge line 8,584 7,329 $ 33,584 $ 140,829 Corporate Activities In March 2021, the company issued an aggregate $ 230.0 million of 2.25 % Convertible Senior Notes due 2027 (the "2027 F-32 T a b le of Contents Notes"). The 2027 Notes bear interest at a rate of 2.25 % per year, payable on March 15 and September 15 of each year. The 2027 Notes are senior, unsecured obligations of the company. The 2027 Notes are convertible, at the option of the holders, into consideration consisting of, at the company’s election, cash, shares of the company’s common stock, or a combination of cash and stock (and cash in lieu of fractional shares). However, before September 15, 2026, the 2027 Notes will not be convertible unless certain conditions are satisfied. The initial conversion rate is 31.6206 shares of the company’s common stock per $1,000 principal amount of 2027 Notes (equivalent to an initial conversion price of approximately $ 31.62 per share of the company’s common stock), representing an approximately 37.5 % premium over the offering price of the company’s common stock. The conversion rate is subject to adjustment upon the occurrence of certain events, including but not limited to; the event of a stock dividend or stock split; the issuance of additional rights, options and warrants; spinoffs; or a tender or exchange offering. In addition, the company may be obligated to increase the conversion rate for any conversion that occurs in connection with certain corporate events, including the company’s calling the 2027 Notes for redemption. On and after March 15, 2024, and prior to the maturity date, the company may redeem, for cash, all, but not less than all, of the 2027 Notes if the last reported sale price of the company’s common stock equals or exceeds 140 % of the applicable conversion price on (i) at least 20 trading days during a 30 consecutive trading day period ending on the trading day immediately prior to the date the company delivers notice of the redemption; and (ii) the trading day immediately before the date of the redemption notice. The redemption price will equal 100 % of the principal amount of the 2027 Notes to be redeemed, plus any accrued and unpaid interest to, but excluding, the redemption date. In addition, upon the occurrence of a “fundamental change” (as defined in the indenture for the 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. 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 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 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 F-33 T a b le of Contents $ 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. The loan matures on September 1, 2035 and is secured by substantially all of the assets of the Shenandoah facility. During the second quarter of 2024, the agreement was modified to remove the Wood River facility from the assets considered to be secured under the loan agreement and Green Plains Wood River was removed as a counterparty to the loan agreement. The proceeds from the loan were used to add MSC™ technology at the Wood River and Shenandoah facilities as well as other capital expenditures. The loan bears interest at a fixed rate of 5.02 %, plus an interest rate premium, subject to quarterly adjustments, of 0.00 % to 1.50 % based on the leverage ratio of total funded debt to EBITDA of Shenandoah. Principal payments of $ 1.5 million per year began in October 2022. Prepayments were prohibited until September 2024. Financial covenants of the loan agreement include a minimum loan to value ratio of 50 %, a minimum fixed charge coverage ratio of 1.25 x, a total debt service reserve of six months of future principal and interest payments and a minimum working capital requirement at Green Plains of not less than $ 0.10 per gallon of nameplate capacity or $ 90.3 million. The loan is guaranteed by the company and has certain limitations on distributions, dividends or loans to Green Plains by Shenandoah unless immediately after giving effect to such action, there will not exist any event of default. At 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. F-34 T a b le of Contents 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. Interest on the term loan was based on 3-month SOFR plus 8.26 %. 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 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. Agribusiness and Energy Services Segment On March 25, 2022, Green Plains Finance Company, Green Plains Grain and Green Plains Trade (collectively, the “Borrowers”), all wholly owned subsidiaries of the company, together with the company, as guarantor, entered into a five-year , $ 350.0 million senior secured sustainability-linked revolving Loan and Security Agreement (the “Facility”) with a group of financial institutions. This transaction refinanced the separate credit facilities previously held by Green Plains Grain and Green Plains Trade. The Facility matures on March 25, 2027. The Facility includes revolving commitments totaling $ 350.0 million and an accordion feature whereby amounts available under the Facility may be increased by up to $ 100.0 million of new lender commitments subject to certain conditions. Each SOFR rate loan shall bear interest for each day at a rate per annum equal to the Term SOFR rate for the outstanding period plus a Term SOFR adjustment and an applicable margin of 2.25 % to 2.50 %, which is dependent on undrawn availability under the Facility. Each base rate loan shall bear interest at a rate per annum equal to the base rate plus the applicable margin of 1.25 % to 1.50 %, which is dependent on undrawn availability under the Facility. The unused portion of the Facility is also subject to a commitment fee of 0.275 % to 0.375 %, dependent on undrawn availability. Additionally, the applicable margin and commitment fee are subject to certain increases or decreases of up to 0.10 % and 0.025 %, respectively, tied to the company’s achievement of certain sustainability criteria, including the reduction of GHG emissions, recordable incident rate reduction, increased renewable corn oil production and the implementation of technology to produce sustainable ingredients. The Facility contains customary affirmative and negative covenants, as well as the following financial covenants to be calculated as of the last day of any month: the current ratio of the Borrowers shall not be less than 1.00 to 1.00; the collateral coverage ratio of the Borrowers shall not be less than 1.20 to 1.00; and the debt to capitalization ratio of the company shall not be greater than 0.60 to 1.00. The Facility also includes customary events of default, including without limitation, failure to make required payments of principal or interest, material incorrect representations and warranties, breach of covenants, events of bankruptcy and other certain matters. The Facility is secured by the working capital assets of the Borrowers and is guaranteed by the company. At December 31, 2025, the interest rate on the Facility was 7.48 %. 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. Advances are subject to variable interest rates equal to SOFR plus 1.75 %. At December 31, 2025, the interest rate on the facility was 5.46 %. Green Plains Grain has a short-term inventory financing agreement with a financial institution. The company has accounted for the agreement as short-term notes, rather than revenues, and has elected the fair value option to offset fluctuations in market prices of the inventory. This agreement is subject to negotiated variable interest rates. The company had no outstanding short-term notes payable related to the inventory financing agreement as of December 31, 2025. Covenant Compliance The company was in compliance with its debt covenants as of December 31, 2025. F-35 T a b le of Contents Restricted Net Assets At December 31, 2025, there were approximately $ 36.8 million of net assets at the company’s subsidiaries that could not be transferred to the parent company in the form of dividends, loans or advances due to restrictions contained in the credit facilities of these subsidiaries. 12. STOCK-BASED COMPENSATION The company has an equity incentive plan, which reserved a total of 6.9 million shares of common stock for issuance pursuant to the plan, of which 1.2 million shares remain available for issuance as of December 31, 2025. The plan provides for shares, including options to purchase shares of common stock, stock appreciation rights tied to the value of common stock, restricted stock, performance share awards, and restricted and deferred stock unit awards, to be granted to eligible employees, non-employee directors and consultants. The company measures stock-based compensation at fair value on the grant date, with no adjustments for estimated forfeitures. The company records noncash compensation expense related to equity awards in its consolidated financial statements over the requisite period on a straight-line basis. Grants under the equity incentive plans may include stock options, stock awards, performance share awards or deferred stock units: • Restricted Stock Awards – Restricted stock awards may be granted to directors and employees that vest immediately or over a period of time as determined by the compensation committee. Stock awards granted to date vested immediately and over a period of time, and included sale restrictions. Compensation expense is recognized on the grant date if fully vested or over the requisite vesting period. • Deferred Stock Units – Deferred stock units may be granted to directors and employees that vest immediately or over a period of time as determined by the compensation committee. Deferred stock units granted to date vest over a period of time with underlying shares of common stock that are issuable after the vesting date. Compensation expense is recognized on the grant date if fully vested, or over the requisite vesting period. • Performance Share Awards – Performance share awards may be granted to directors and employees that cliff-vest after a period of time as determined by the compensation committee. Performance share awards granted to date cliff-vest after a period of time, and include sale restrictions. Compensation expense is recognized over the requisite vesting period. • Stock Options – Stock options may be granted that can be exercised immediately in installments or at a fixed future date. Certain options are exercisable regardless of employment status while others expire following termination. Options issued to date could have been exercised immediately or at future vesting dates, and expired five years to eight years after the grant date. Compensation expense for stock options that vest over time was recognized on a straight-line basis over the requisite service period. F-36 T a b le of Contents Restricted Stock Awards and Deferred Stock Units The restricted non-vested stock awards and deferred stock units activity for the year ended December 31, 2025 is as follows: Non-Vested Shares and Deferred Stock Units Weighted- Average Grant- Date Fair Value Weighted-Average Remaining Vesting Term (in years) Non-Vested at December 31, 2024 735,513 $ 23.45 Granted 1,146,127 5.74 Forfeited ( 187,203 ) 14.82 Vested ( 611,204 ) 19.76 Non-Vested at December 31, 2025 1,083,233 $ 8.28 1.7 Performance Share Awards On March 10, 2025, March 13, 2024, and March 9, 2023, the Compensation Committee of the Board granted performance shares to be awarded in the form of common stock to certain participants of the plan. These performance shares vest based on the level of achievement of certain performance goals, including the incremental value achieved from the company's 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. If the company achieves the maximum performance goals, the maximum amount of shares available to be issued pursuant to the 2025, 2024 and 2023 awards are 922,822 performance shares which represents 200 % of the 461,441 performance shares which remain outstanding. The actual number of performance shares that will ultimately vest is based on the actual performance targets achieved at the end of the performance period. This excludes 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 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. F-37 T a b le of Contents The non-vested performance share award activity for the year ended December 31, 2025 is as follows: Performance Shares Weighted- Average Grant- Date Fair Value Weighted-Average Remaining Vesting Term (in years) Non-Vested at December 31, 2024 538,572 $ 27.82 Granted 460,656 7.22 Forfeited ( 161,671 ) 23.84 Vested ( 376,116 ) 22.51 Non-Vested at December 31, 2025 461,441 $ 12.98 1.8 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. Stock-Based Compensation Expense Compensation costs for the stock-based payment plan during the years ended December 31, 2025, 2024 and 2023, were approximately $ 17.1 million, $ 8.3 million and $ 13.0 million, respectively. At December 31, 2025, there was $ 7.5 million of unrecognized compensation costs from stock-based compensation related to non-vested awards. This compensation is expected to be recognized over a weighted-average period of approximately 1.9 years. The potential tax benefit related to stock-based payment is approximately 25.2 % of these expenses. 13. EARNINGS PER SHARE Basic earnings per share, or EPS, is calculated by dividing net income available to common stockholders by the weighted average number of common shares outstanding during the period. The company computes diluted EPS by dividing net income on an if-converted basis, adjusted to add back net interest expense related to the convertible debt instruments, by the weighted average number of common shares outstanding during the period, adjusted to include the shares that would be issued if the convertible debt instruments were converted to common shares and the effect of any outstanding dilutive securities. The basic and diluted EPS are calculated as follows (in thousands): Year Ended December 31, 2025 2024 2023 Net loss attributable to Green Plains $ ( 121,278 ) $ ( 82,497 ) $ ( 93,384 ) Weighted average shares outstanding - basic and diluted 67,496 63,796 58,814 EPS - basic and diluted $ ( 1.80 ) $ ( 1.29 ) $ ( 1.59 ) Anti-dilutive weighted-average convertible debt, warrants and stock-based compensation (1) 9,259 7,696 8,419 (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. F-38 T a b le of Contents 14. STOCKHOLDERS’ EQUITY BlackRock Warrants During the three months ended March 31, 2021, in connection with certain agreements, the company issued 2,000,000 warrants in a private placement to purchase shares of its common stock. The company entered into an amendment on its Junior Notes on May 7, 2025, and the warrants ("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. Green Plains Partners Merger 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. Treasury Stock 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. When shares are reissued, the company will use the weighted average cost method for determining the cost basis. The difference between the cost and the issuance price is added or deducted from additional paid-in capital. Share Repurchase Program The company’s board of directors authorized a share repurchase program of up to $ 200.0 million. Under the program, the company may repurchase shares in open market transactions, privately negotiated transactions, accelerated share buyback programs, tender offers or by other means. The timing and amount of repurchase transactions are determined by its management based on market conditions, share price, legal requirements and other factors. 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 F-39 T a b le of Contents for a total of $ 30.0 million. The company did not repurchase any shares of common stock during 2024 or 2023. Since inception, the company has repurchased 10.3 million shares of common stock for approximately $ 122.8 million under the program. Accumulated Other Comprehensive Income (Loss) Changes in accumulated other comprehensive income (loss) are associated primarily with gains and losses on derivative financial instruments. Amounts reclassified from accumulated other comprehensive income (loss) are as follows (in thousands): Year Ended December 31, Statements of Operations Classification 2025 2024 2023 Gains (losses) on cash flow hedges Commodity derivatives $ ( 2,355 ) $ 9,832 $ 2,482 (1) Commodity derivatives ( 7,682 ) ( 23,270 ) ( 25,003 ) (2) Total losses on cash flow hedges ( 10,037 ) ( 13,438 ) ( 22,521 ) (3) Income tax benefit ( 2,529 ) ( 3,223 ) ( 5,438 ) (4) Amounts reclassified from accumulated other comprehensive loss $ ( 7,508 ) $ ( 10,215 ) $ ( 17,083 ) (1) Revenues (2) Cost of goods sold (3) Loss before income taxes and income from equity method investees (4) Income tax benefit (expense) 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. 15. INCOME TAXES Income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the carrying amounts of existing assets and liabilities and their respective tax bases, and net operating loss and tax credit carry-forwards. Deferred tax assets and liabilities are measured using enacted rates expected to be applicable to taxable income in the years those temporary differences are recovered or settled. The effect on deferred tax assets and liabilities from a change in tax rates is recognized in income during the period that includes the enactment date. 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 F-40 T a b le of Contents 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. For income tax purposes, the total consideration given by the company in exchange for the remaining interest in the partnership, creates a tax basis in the acquired interest. Because the GAAP basis in the acquired interest is less than the total consideration, a new deferred tax asset was created. The company's valuation allowance on deferred tax assets increased by a corresponding amount, which did not have a material impact on the company's consolidated financial statements. 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, 2025 Current Federal $ 1,181 State 58 Foreign — Total current 1,239 Deferred Federal ( 53,098 ) State 113 Foreign — Total deferred ( 52,985 ) Total income tax expense (benefit) $ ( 51,746 ) F-41 T a b le of Contents Income tax expense (benefit) consists of the following (in thousands): Year Ended December 31, 2024 2023 Current $ 2,268 $ 1,238 Deferred 3,944 ( 6,855 ) Total income tax expense (benefit) $ 6,212 $ ( 5,617 ) 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, 2025 Tax expense at federal statutory rate $ ( 35,841 ) 21.0 % State income tax expense, net of federal benefit (1) 231 ( 0.1 ) Foreign tax effects — — Effect of changes in tax laws or rates — — Effect of cross-border taxes — — Tax Credits 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 )% Other 811 ( 0.5 )% Changes in unrecognized tax benefits — — % Other adjustments Deferred tax asset adjustment ( 2,487 ) 1.4 % Other 327 ( 0.2 )% 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, 2024 2023 Tax expense at federal statutory rate $ ( 14,750 ) $ ( 17,293 ) State income tax expense (benefit), net of federal benefit 1,123 ( 662 ) Nondeductible compensation 1,388 2,787 Noncontrolling interests ( 150 ) ( 3,660 ) Dissolution of MLP 23,919 — R&D tax credit audit agreement in-principle ( 232 ) — Increase (decrease) in valuation allowance ( 5,491 ) 15,892 Stock compensation 278 ( 4,440 ) Other 127 1,759 Income tax expense (benefit) $ 6,212 $ ( 5,617 ) F-42 T a b le of Contents Significant components of deferred tax assets and liabilities are as follows (in thousands): December 31, 2025 2024 Deferred tax assets Net operating loss carryforwards - Federal $ 55,667 $ 26,104 Net operating loss carryforwards - State 21,474 15,777 Tax credit carryforwards - Federal 74,501 35,098 Tax credit carryforwards - State 370 1,359 Section 174 capitalized expenses 38,849 54,470 Interest expense carryforward 32,756 20,003 Investment in partnerships and joint ventures 4,657 3,807 Inventory valuation 1,178 983 Stock-based compensation 1,811 1,377 Accrued expenses 10,723 7,818 Lease obligations 17,640 18,693 Organizational and start-up costs 331 379 Other 1,658 1,580 Total 261,615 187,448 Valuation allowance ( 118,865 ) ( 77,657 ) Total deferred tax assets 142,750 109,791 Deferred tax liabilities Fixed assets ( 91,831 ) ( 98,485 ) Derivative financial instruments ( 1,043 ) ( 78 ) Right-of-use assets ( 16,039 ) ( 17,081 ) Total deferred tax liabilities ( 108,913 ) ( 115,644 ) 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 $ 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. The valuation allowance on deferred tax assets was recognized as a result of negative evidence, including cumulative losses in recent years, outweighing the more subjective positive evidence. Management considers whether it is more likely than not that some or all of the deferred tax assets will be realized, which is dependent on the generation of future taxable income and other tax attributes during the periods those temporary differences become deductible. Scheduled reversals of deferred tax liabilities, projected future taxable income, and tax planning strategies are considered to make this assessment. The company will continue to regularly assess the realizability of deferred tax assets. 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. 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 payable. On July 30, 2025, the company settled our federal R&D tax credit audit covering tax years F-43 T a b le of Contents 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, 2025 Federal $ 76 State 1,692 Foreign — Total $ 1,768 State jurisdictions exceeding 5% of total income taxes paid, net of refunds Texas $ 1,283 New Jersey 109 16. COMMITMENTS AND CONTINGENCIES Lease Expense The company leases certain facilities, parcels of land, and equipment, with remaining terms ranging from less than one year to 11.9 years. The land and facility leases include renewal options. The renewal options are included in the lease term only for those sites or locations in which they are reasonably certain to be renewed. Equipment renewals are not considered reasonably certain to be exercised as they typically renew with significantly different underlying terms. The company may sublease certain of its railcars to third parties on a short-term basis. The subleases are classified as operating leases, with the associated sublease income being recognized on a straight-line basis over the lease term. The components of lease expense are as follows (in thousands): Year Ended December 31, 2025 2024 2023 Lease expense Operating lease expense $ 29,474 $ 29,061 $ 27,773 Variable lease expense (benefit) (1) 1,243 1,075 ( 97 ) Total lease expense $ 30,717 $ 30,136 $ 27,676 (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. F-44 T a b le of Contents Supplemental cash flow information related to operating leases is as follows (in thousands): Year Ended December 31, 2025 2024 2023 Cash paid for amounts included in the measurement of lease liabilities Operating cash flows from operating leases $ 29,955 $ 29,568 $ 27,275 Right-of-use assets obtained in exchange for lease obligations Operating leases 22,024 25,403 28,471 Right-of-use assets and lease obligations derecognized due to lease modifications Right-of-use assets (1) 3,739 2,208 3,428 Lease obligations (1) 3,739 2,739 3,428 (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. Supplemental balance sheet information related to operating leases is as follows: 2025 2024 Weighted average remaining lease term 3.8 years 4.0 years Weighted average discount rate 5.46 % 5.36 % Aggregate minimum lease payments under the operating lease agreements for future fiscal years as of December 31, 2025 are as follows (in thousands): Year Ending December 31, Amount 2026 $ 24,365 2027 20,092 2028 11,618 2029 8,087 2030 4,418 Thereafter 3,738 Total 72,318 Less: Present value discount ( 7,113 ) Lease liabilities $ 65,205 Other Commitments 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. 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 F-45 T a b le of Contents 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, 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 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. Legal The company is currently involved in litigation that has arisen in the ordinary course of business, but does not believe any pending litigation will have a material adverse effect on its financial position, results of operations or cash flows. 17. EMPLOYEE BENEFIT PLANS The company offers eligible employees a comprehensive employee benefits plan that includes health, dental, vision, life and accidental death, short-term disability and long-term disability insurance, and flexible spending accounts. 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. 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. Employer contributions to the 401(k) plan for the years ended December 31, 2025, 2024 and 2023 were $ 3.0 million, $ 4.5 million and $ 3.9 million, respectively. The company contributes to a defined benefit pension plan. Since January 2009, the benefits under the plan were frozen; however, the company remains obligated to ensure the plan is funded according to its requirements. As of December 31, 2025, the plan’s assets were $ 4.7 million and liabilities were $ 4.8 million. 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. 18. 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 . F-46