What changed in this filing

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Item 1. Financial Statements

2026-05-07 compared with 2025-11-05 · 208 added, 523 removed, 620 unchanged (54% of the section changed)

3 unchanged sentences

(in thousands, except share amounts)

September 30,

2026 December 31,

5 unchanged sentences

Inventories 139,409 148,095

Production tax credits 105,888 40,328

Prepaid expenses and other 17,698 18,117

4 unchanged sentences

Operating lease right-of-use assets 65,254 63,849

Deferred income taxes, net 26,521 —

Other assets 50,546 41,242

6 unchanged sentences

Operating lease current liabilities 22,477 21,557

Product financing arrangement 20,895 —

Short-term notes payable and other borrowings 34,000 33,584

4 unchanged sentences

Carbon equipment liabilities

12,869 104,217

Other liabilities 31,857 34,353

7 unchanged sentences

Retained deficit ( 406,638 ) ( 439,576 )

Accumulated other comprehensive income (loss) ( 13,015 ) 973

Accumulated other comprehensive loss ( 14,107 ) ( 618 )

Treasury stock, 5,667,654 shares

9 unchanged sentences

Three Months Ended

September 30, Nine Months Ended

September 30,

2025 2024 2025 2024

Revenues $ 445,804 $ 601,515

2 unchanged sentences

Selling, general and administrative expenses 19,537 42,912

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

Depreciation and amortization expenses 23,637 22,387

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

Total costs and expenses 401,032 663,775

4 unchanged sentences

Other, net 152 ( 1,515 )

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

Total other expense ( 8,413 ) ( 9,425 )

Income (loss) before income taxes and income (loss) from equity method investees 36,359 ( 71,685 )

Income tax benefit 25,638 825 23,238 769

Income tax expense ( 2,916 ) ( 106 )

Income (loss) from equity method investees, net of income taxes 22 ( 850 )

Net income (loss) 33,465 ( 72,641 )

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

Net income attributable to noncontrolling interests 527 265

Net income (loss) attributable to Green Plains $ 32,938 $ ( 72,906 )

10 unchanged sentences

Three Months Ended

September 30, Nine Months Ended

September 30,

2025 2024 2025 2024

Net income (loss) $ 33,465 $ ( 72,641 )

Other comprehensive income (loss), net of tax

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

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

Reclassification of realized losses on derivatives, net of tax benefit of ($ 1,965 ), ($ 1,890 ), ($ 2,904 ) and ($ 4,122 ), respectively

Other comprehensive loss, net of tax

Unrealized losses on derivatives arising during the period, net of tax benefit of $ 3,260 and $ 725 , respectively

( 9,569 ) ( 2,307 )

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

Reclassification of realized (gains) losses on derivatives, net of tax expense (benefit) of $ 1,335 and ($ 12 ), respectively

Total other comprehensive loss, net of tax ( 13,489 ) ( 2,270 )

Comprehensive income (loss) 19,976 ( 74,911 )

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

Comprehensive income attributable to noncontrolling interests 527 265

Comprehensive income (loss) attributable to Green Plains $ 19,449 $ ( 75,176 )

3 unchanged sentences

(unaudited and in thousands)

Nine Months Ended

September 30,

Three Months Ended

Cash flows from operating activities

Net loss $ ( 133,894 ) $ ( 26,523 )

Adjustments to reconcile net loss to net cash provided by (used in) operating activities

Net income (loss) $ 33,465 $ ( 72,641 )

Adjustments to reconcile net income (loss) to net cash used in operating activities

Depreciation and amortization 23,637 22,387

Amortization of debt issuance costs and non-cash interest expense 499 486

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

Impairment of assets held for sale 10,724 —

Inventory lower of cost or net realizable value adjustment — 2,519

Loss on extinguishment of debt 35,654 1,763

Deferred income taxes 2,873 713

Stock-based compensation 1,889 8,840

Loss from equity method investees, net of income taxes 28,302 2,384

(Income) loss from equity method investees, net of income taxes ( 22 ) 850

Other ( 196 ) 1,073

Changes in operating assets and liabilities before effects of asset dispositions

Changes in operating assets and liabilities

Accounts receivable ( 10,866 ) ( 2,202 )

Inventories 8,717 38,360

Production tax credits ( 65,560 ) —

Derivative financial instruments 10,590 ( 8,082 )

3 unchanged sentences

Other ( 467 ) 2,912

Net cash provided by (used in) operating activities 43,523 ( 2,996 )

Net cash used in operating activities ( 39,501 ) ( 55,041 )

Cash flows from investing activities

1 unchanged sentence

Proceeds from the sale of assets 2,000 —

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

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

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

Investment in equity method investees — ( 4,000 )

Net cash used in investing activities ( 4,448 ) ( 20,710 )

Cash flows from financing activities

2 unchanged sentences

Payments on short-term borrowings ( 87,386 ) ( 185,755 )

Net proceeds from product financing arrangement 20,895 —

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

Payments of transaction costs — ( 5,951 )

Payments of loan fees ( 960 ) ( 1,544 )

Payments related to tax withholdings for stock-based compensation ( 2,409 ) ( 1,372 )

9 unchanged sentences

Continued from the previous page

Nine Months Ended

September 30,

Three Months Ended

Reconciliation of total cash and cash equivalents, and restricted cash

2 unchanged sentences

Total cash and cash equivalents, and restricted cash $ 183,144 $ 126,603

Supplemental investing activities

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

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

Net assets disposed $ 138,235 $ 17,902

Supplemental disclosures of cash flow

Cash paid for income taxes, net $ 1,482 $ 631

Cash paid (refunded) for income taxes, net $ ( 4,019 ) $ 29

Cash paid for interest $ 6,395 $ 9,689

2 unchanged sentences

Non-cash asset retirement obligation additions $ — $ 4,691

Issuance of common stock as a result of the Merger $ — $ 5

Non-cash extinguishment of non-controlling interest within additional paid-in capital $ — $ 133,765

See accompanying notes to the consolidated financial statements.

3 unchanged sentences

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.

References to “Green Plains,” "we," "our" 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

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

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 3 - Merger and Dispositions included herein for more information.

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

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

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

Use of Estimates in the Preparation of Consolidated Financial Statements

See the change in accounting policy note directly below for more information.

Change in Accounting Policy

During the first quarter of 2026, the company elected to early adopt ASU 2025-10, Accounting for Government Grants Received by Business Entities .

Concurrently, the company elected to change its accounting policy related to the recognition of Section 45Z clean fuel production tax credits.

The change in accounting policy results in the recognition of Section 45Z clean fuel production tax credits by analogy under the income model of ASU 2025-10, which results in a reduction of cost of goods sold in the statements of operations and recognition as production tax credits on the consolidated balance sheets.

The company previously recorded the credits under ASC 740, Accounting for Income Taxes , which resulted in recognition within income tax benefit in the statements of operations and deferred income taxes, net in the consolidated balance sheets.

The company determined that the income model under ASU 2025-10 is preferable because it better reflects the financial benefit of Section 45Z clean fuel production tax credits netted against the costs to produce the low-carbon fuels that the tax legislation was meant to incentivize.

The company determined that retrospective adjustment to prior period financials is required.

No Section 45Z clean fuel production tax credits were recognized during the first or second quarters of 2025, so no adjustments were made in the statements of operations;

however, the company has reclassified balances previously reported as deferred income taxes, net, and other long-term liabilities to production tax credits on the consolidated balance sheets as of December 31, 2025.

The company has included a summary of reclassifications in the table below to disclose the reclassifications to the financial statements presented in this filing to conform them to the presentation under the new accounting policy.

The impact for the change in accounting policy resulted in $ 65.6 million of production tax credits being recorded as a reduction of cost of goods sold in the first quarter of 2026, which would have previously been recognized as income tax benefit under our previous accounting policy election.

The impact of all adjustments made to the consolidated financial statements presented in this filing is summarized in the following table (in thousands):

Consolidated Balance Sheets as of December 31, 2025

As Previously Reported

Effect of Change

Current assets

Production tax credits

$ 40,328 $ — $ 40,328

Total current assets

522,540 482,212 40,328

Deferred income taxes, net

— 33,837 ( 33,837 )

$ 1,584,887 $ 1,578,396 $ 6,491

Other liabilities

$ 34,353 $ 27,862 $ 6,491

Total liabilities

$ 812,916 $ 806,425 $ 6,491

Use of Estimates in the Preparation of Consolidated Fina ncial 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.

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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.

Certain accounting policies, including but not limited to those relating to derivative financial instruments, accounting for income taxes and production tax credits, 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.

Th e company operates within two operating segments:

(1) ethanol production, which includes the production, storage and transportation of ethanol, distillers grains, Ultra-High Protein at four plants, and renewable corn oil, in addition to CCS operations at our three Nebraska plants, 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.

Cash and Cash Equivalents

1 unchanged sentence

Restricted Cash

The company has restricted cash, which can only be used for funding surety bonds and letters of credit and for payment towards a credit agreement.

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.

Production Tax Credits

Section 45Z clean fuel production tax credits are recorded in the period when production occurs and the company anticipates these credits will be sold in a qualifying manner.

The credits are valued utilizing each qualifying facility’s CI score and the expected sales price of the credits, which is representative of fair value.

The balance reported in the consolidated balance sheets represents the value of credits for which payment has not yet been collected.

Carbon Equipment Financing

The company engaged Tallgrass High Plains Carbon Storage, LLC ("Tallgrass") and its affiliates to construct carbon sequestration equipment at its three Nebraska plants in order to support the company's ability to generate available tax credits related to the production of low carbon fuels.

All three projects have reached substantial completion, with spend related to the projects presented as debt on the consolidated balance sheets, except for an estimated $ 12.9 million of spend

that Tallgrass has yet to apply to our debt balances owed, which is presented as carbon equipment liabilities.

The amounts remaining within carbon equipment liabilities are expected to be reclassified and presented as debt within the next twelve months.

The company financed the cost of the project, which will be paid monthly over 12 years.

See Note 7 - Debt for more information.

Revenue Recognition

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Cost of Goods Sold

Cost of goods sold includes materials, direct labor, shipping, plant overhead and transportation costs.

Cost of goods sold includes materials, direct labor, shipping, plant overhead and transportation costs, partially offset by Section 45Z production tax credits.

Materials include the cost of corn feedstock, denaturant, and process chemicals.

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Transportation costs include railcar leases, freight and shipping of the company's products, as well as storage costs incurred at destination terminals.

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 fuel that complies with the qualified sale provision times the CI emission factor times the applicable credit rate per gallon ($0.20 for non-SAF transportation fuel, or $1.00, subject to adjustments based on GDP, if the taxpayer satisfies the prevailing wage requirements under Section 45Z).

Based on production and CI scores for the three months ended March 31, 2026, the company recorded production tax credits net of discounts of $ 65.6 million related to Section 45Z production tax credits as a reduction of cost of goods sold.

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

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.

1 unchanged sentence

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

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

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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.

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 $ 10.7 million, which is recorded within impairment of assets held for sale in the ethanol production segment on the consolidated statements of operations for the nine months ended September 30, 2025.

After the impairment, we have $ 5.5 million of assets held for sale as of September 30, 2025, which were recorded in the ethanol production segment within property and equipment, net of accumulated depreciation and amortization on the consolidated balance sheets.

Investments in Equity Method Investees

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 3 - Merger and Dispositions for further analysis.

As of December 31, 2024, the

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

Product Financing Arrangement

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

Carbon Equipment Liabilities

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

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

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

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

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

Income Tax Benefit

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

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

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

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

Revenue by Source

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

Three Months Ended September 30, 2025

Ethanol Production Agribusiness & Energy

Services Eliminations Total

Revenues from contracts with customers under ASC 606

Ethanol $ — $ — $ — $ —

Distillers grains 25,524 5,524 — 31,048

Renewable corn oil — — — —

Other 12,979 702 — 13,681

Intersegment revenues 347 71 ( 418 ) —

Total revenues from contracts with customers 38,850 6,297 ( 418 ) 44,729

Revenues from contracts accounted for as derivatives under ASC 815 (1)

Ethanol 343,451 15,660 — 359,111

Distillers grains 44,313 8,158 — 52,471

Renewable corn oil 47,298 — — 47,298

Other — 4,878 — 4,878

Intersegment revenues — 5,796 ( 5,796 ) —

Total revenues from contracts accounted for as derivatives 435,062 34,492 ( 5,796 ) 463,758

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

Nine Months Ended September 30, 2025

Ethanol Production Agribusiness & Energy

Services Eliminations Total

Revenues from contracts with customers under ASC 606

Ethanol $ — $ — $ — $ —

Distillers grains 68,621 12,029 — 80,650

Renewable corn oil — — — —

Other 63,280 2,834 — 66,114

Intersegment revenues 860 200 ( 1,060 ) —

Total revenues from contracts with customers 132,761 15,063 ( 1,060 ) 146,764

Revenues from contracts accounted for as derivatives under ASC 815 (1)

Ethanol 1,094,711 101,982 — 1,196,693

Distillers grains 155,596 17,471 — 173,067

Renewable corn oil 115,769 — — 115,769

Other — 30,538 — 30,538

Intersegment revenues — 17,095 ( 17,095 ) —

Total revenues from contracts accounted for as derivatives 1,366,076 167,086 ( 17,095 ) 1,516,067

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

Three Months Ended September 30, 2024

Three Months Ended March 31, 2026

Ethanol Production Agribusiness & Energy

3 unchanged sentences

Distillers grains 18,052 — — 18,052

Renewable corn oil — — — —

Other 24,240 406 — 24,646

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Total Revenues $ 393,359 $ 58,605 $ ( 6,160 ) $ 445,804

Nine Months Ended September 30, 2024

Three Months Ended March 31, 2025

Ethanol Production Agribusiness & Energy

3 unchanged sentences

Distillers grains 19,389 3,560 — 22,949

Renewable corn oil — — — —

Other 11,244 1,653 — 12,897

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(1) Revenues from contracts accounted for as derivatives represent physically settled derivative sales that are outside the scope of ASC 606.

Major Customers

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

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

MERGER AND DISPOSITIONS

Green Plains Obion LLC Disposition

On August 27, 2025, Green Plains Inc.

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

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

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

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

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

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

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

Amounts of Identifiable Assets Disposed and Liabilities Relinquished

Prepaid expenses and other 21

Derivative financial instruments 14

Property and equipment 127,077

Operating lease right-of-use assets 3,739

Accounts payable ( 5,462 )

Accrued and other liabilities ( 2,243 )

Operating lease current liabilities ( 1,687 )

Operating lease long-term liabilities ( 2,052 )

Total identifiable net assets disposed $ 138,235

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

Proventus LLC Disposition

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

The company recorded a pretax loss on the sale of $ 4.0 million during the nine months ended September 30, 2025 within loss on sale of assets on the consolidated statements of operations.

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

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.

GP Turnkey Tharaldson LLC Disposition

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

Proceeds from the disposal are estimated at $ 25.0 million.

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

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

Green Plains Partners Merger

On January 9, 2024, the transactions contemplated by the Merger Agreement were completed and the company issued approximately 4.7 million shares of common stock to acquire all of the publicly held common units of the partnership not already owned by the company prior to the Merger at a fixed exchange ratio of 0.405 shares of the company's common stock, par value $ 0.001 per share, along with $ 2.50 of cash consideration for each partnership common unit.

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 remain outstanding as limited partner interests in the surviving entity.

The General Partner of the partnership will continue to own the non-economic general partner interest in the surviving entity.

Since the company controlled the partnership prior to the Merger and continues to control the partnership after the Merger, the company accounted for the change in its ownership interest in the partnership as an equity transaction during the nine months ended September 30, 2024, which is reflected as a reduction of non-controlling interest with a corresponding increase to common stock and additional paid-in capital.

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

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

For the nine months ended September 30, 2024, the non-controlling interest attributed to the partnership common units held by the public of $ 133.8 million were recorded as a reduction of non-controlling interest with a corresponding increase to additional paid-in capital.

The company incurred transaction costs of $ 5.5 million related to the Merger during the nine months ended September 30, 2024.

These costs were directly related to the Merger consisting primarily of financial advisory services, legal services and other professional fees, and were recorded as an offset to the issuance of common stock within additional paid-in capital.

Disposition of Birmingham Terminal

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

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

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

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

Amounts of Identifiable Assets Disposed and Liabilities Relinquished

Prepaid expenses and other $ 1,209

Property and equipment 7,012

Operating lease right-of-use assets 2,208

Goodwill 10,598

Operating lease current liabilities ( 427 )

Operating lease long-term liabilities ( 2,312 )

Other liabilities ( 556 )

Total identifiable net assets disposed $ 17,732

Major Customer

Revenues from Customer A represented approximately 65 % of total revenues for the three months ended March 31, 2026, recorded within the ethanol production segment.

Revenues from Customer B, Customer C and Customer D represented approximately 13 %, 12 % and 10 %, respectively, of total revenues for the three months ended March 31, 2025, recorded within the ethanol production segment.

FAIR VALUE DISCLOSURES

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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

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.

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

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

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

Fair Value Measurements at September 30, 2025

Fair Value Measurements at March 31, 2026

Quoted Prices in

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Observable Inputs

(Level 2) Unobservable Inputs

(Level 2) Unobservable

(Level 3) Total

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Inventories carried at market — 12,601 — 12,601

Production tax credits — 105,888 — 105,888

Derivative financial instruments - assets — 10,279 — 10,279

Property and equipment, net of accumulated depreciation

and amortization (1)

— — 5,500 5,500

Other assets — 32 — 32

Total assets measured at fair value $ 183,144 $ 128,800 $ — $ 311,944

1 unchanged sentence

$ — $ 16,070 $ — $ 16,070

Accrued and other liabilities (3)

— 4,667 — 4,667

Derivative financial instruments - liabilities — 8,318 — 8,318

Other liabilities (3)

Total liabilities measured at fair value $ — $ 24,388 $ — $ 24,388

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Observable Inputs

(Level 2) Unobservable Inputs

(Level 2) Unobservable

(Level 3) Total

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Inventories carried at market — 24,736 — 24,736

Production tax credits — 40,328 — 40,328

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

Property and equipment, net of accumulated depreciation and amortization (2)

— — 2,000 2,000

Total assets measured at fair value $ 230,132 $ 71,991 $ 2,000 $ 304,123

1 unchanged sentence

$ — $ 28,598 $ — $ 28,598

Accrued and other liabilities (3)

— 2,094 — 2,094

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

1 unchanged sentence

Total liabilities measured at fair value $ — $ 36,500 $ — $ 36,500

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

(2) Accounts payable is generally stated at historical amounts with the exception of $ 14.8 million and $ 23.2 million at September 30, 2025 and December 31, 2024, respectively, related to certain delivered inventory for which the payable fluctuates based on changes in commodity prices.

(1) Accounts payable is generally stated at historical amounts with the exception of $ 16.1 million and $ 28.6 million at March 31, 2026 and December 31, 2025, respectively, related to certain delivered inventory for which the payable fluctuates based on changes in commodity prices.

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

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

As of September 30, 2025, the fair value of the company’s debt was approximately $ 331.7 million compared with a book value of $ 353.4 million.

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

As of March 31, 2026, the fair value of the company’s debt was approximately $ 559.3 million compared with a book value of $ 492.2 million.

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

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

The company believes the fair value of its accounts receivable approximated book value, which was $ 84.9 million and $ 94.9 million at September 30, 2025 and December 31, 2024, respectively.

The company believes the fair value of its accounts receivable approximated book value, which was $ 85.9 million and $ 74.4 million at March 31, 2026 and December 31, 2025, 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.

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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, Ultra-High Protein, renewable corn oil, natural gas and other commodities.

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

(1) ethanol production, which includes the production, storage and transportation of ethanol, distillers grains, Ultra-High Protein at four plants, and renewable corn oil, in addition to CCS operations at our three Nebraska plants, and (2) agribusiness and energy services, which includes grain handling and storage, commodity marketing and merchant trading for company-produced and third-party ethanol, distillers grains, Ultra-High Protein, renewable corn oil, natural gas and other commodities.

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

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

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The CODM manages and allocates resources to the operations of the Company's two segments.

This enables the CODM 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.

This enables the Chief Executive Officer 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.

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Three Months Ended

September 30, Nine Months Ended

September 30,

2025 2024 2025 2024

Ethanol production

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Three Months Ended

September 30, Nine Months Ended

September 30,

2025 2024 2025 2024

Cost of goods sold

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Three Months Ended

September 30, Nine Months Ended

September 30,

2025 2024 2025 2024

Ethanol production (1)

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Three Months Ended

September 30, Nine Months Ended

September 30,

2025 2024 2025 2024

Depreciation and amortization

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Agribusiness and energy services 31 598

252 505 4,710 1,507

Corporate activities 388 754

$ 23,637 $ 22,387

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

Three Months Ended

September 30, Nine Months Ended

September 30,

2025 2024 2025 2024

Operating income (loss)

Ethanol production $ 39,422 $ ( 39,550 )

$ 4,374 $ 35,240 $ ( 47,394 ) $ ( 626 )

Agribusiness and energy services 13,832 2,433

6,942 7,830 10,224 16,000

Corporate activities (2)

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$ 44,772 $ ( 62,260 )

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

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

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

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

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

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

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

During the three and nine months ended September 30, 2025, the company incurred restructuring costs related to severance, stock based compensation and other charges as a result of cost reduction initiatives that were recorded within the following line items in the consolidated statements of operations (in thousands):

(1) Ethanol production includes $ 56.1 million of Section 45Z production tax credits net of discounts and other costs for the three months ended March 31, 2026, recorded as a reduction of cost of goods sold.

(2) Corporate activities includes $ 10.3 million of restructuring costs for the three months ended March 31, 2025 as a result of the company's cost reduction initiative, including severance related to the departure of its former CEO.

During the three months ended March 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):

Three Months Ended

September 30, 2025

Ethanol production Agribusiness and energy services Corporate activities Subtotal

Cost of goods sold $ 28 $ 113 $ — $ 141

Selling, general and administrative expenses 6 13 1,539 1,558

Other, net 223 787 — 1,010

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

Nine Months Ended

September 30, 2025

March 31, 2025

Ethanol production Agribusiness and energy services Corporate activities Subtotal

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

Three Months Ended

September 30, 2025

Ethanol production Agribusiness and energy services Subtotal

EBITDA $ 28,664 $ 6,665 $ 35,329

Depreciation and amortization ( 23,868 ) ( 252 ) ( 24,120 )

Interest expense ( 42,575 ) ( 1,126 ) ( 43,701 )

Subtotal $ ( 37,779 ) $ 5,287 $ ( 32,492 )

Unallocated corporate expenses (1)

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

Net income (loss) $ 10,974

Nine Months Ended

September 30, 2025

Ethanol production Agribusiness and energy services Subtotal

EBITDA $ 18,240 $ 14,849 $ 33,089

Depreciation and amortization ( 67,821 ) ( 4,710 ) ( 72,531 )

Interest expense ( 54,005 ) ( 5,480 ) ( 59,485 )

Subtotal $ ( 103,586 ) $ 4,659 $ ( 98,927 )

Unallocated corporate expenses (1)

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

Net income (loss) $ ( 133,894 )

Three Months Ended

September 30, 2024

Three Months Ended March 31, 2026

Ethanol production Agribusiness and energy services Subtotal

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Unallocated corporate expenses (1)

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

Net income (loss) $ 48,637

Nine Months Ended

September 30, 2024

Income tax expense, net of equity method income taxes ( 2,916 )

Net income $ 33,465

Three Months Ended March 31, 2025

Ethanol production Agribusiness and energy services Subtotal

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Unallocated corporate expenses (1)

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

Net income (loss) $ ( 26,523 )

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

Income tax benefit, net of equity method income taxes 165

Net loss $ ( 72,641 )

(1) Corporate expenses include selling, general administrative expenses, depreciation and amortization, interest expense, and during 2025 includes restructuring costs related to cost savings initiatives and the departure of our former CEO.

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

September 30,

2026 December 31,

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

There was a $ 0.3 million and $ 2.1 million lower of cost or net realizable value inventory adjustment associated with finished goods in cost of goods sold within the ethanol production segment as of September 30, 2025 and December 31, 2024, respectively.

There was a $ 1.5 million lower of cost or net realizable value inventory adjustment associated with finished goods in cost of goods sold within the ethanol production segment as of December 31, 2025.

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

September 30,

2026 December 31,

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DERIVATIVE FINANCIAL INSTRUMENTS

At September 30, 2025, the company’s consolidated balance sheet reflected unrealized losses of $ 13.0 million, net of tax, in accumulated other comprehensive loss.

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

The amount realized in operating loss will differ as commodity prices change.

At March 31, 2026, the company’s consolidated balance sheet reflected unrealized losses of $ 14.1 million, net of tax, in accumulated other comprehensive loss.

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

The amount realized in operating income (loss) will differ as commodity prices change.

Fair Values of Derivative Instruments

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Fair Value Liability Derivatives'

September 30,

2026 December 31,

2024 September 30,

2025 March 31,

2026 December 31,

Derivative financial instruments - forwards $ 10,279 $ 6,927 (2)

$ 10,154 $ 6,497 (2)

Other assets 32 — — —

Other liabilities — — — 1

Total $ 10,311 $ 6,927 $ 8,318 $ 7,902

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

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

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

(1) At March 31, 2026, derivative financial instruments, as reflected on the balance sheet, includes net unrealized losses on exchange-traded futures and options contracts of $ 27.0 million, which include $ 15.4 million of net unrealized losses on derivative financial instruments designated as cash flow hedging instruments, and $ 0.5 million of net unrealized losses on derivative financial instruments designated as fair value hedging instruments, and the balance representing economic hedges.

(2) 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.

Refer to Note 3 - Fair Value Disclosures , which contains fair value information related to derivative financial instruments.

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

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):

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Comprehensive Income into Income Three Months Ended

September 30, Nine Months Ended

September 30,

2025 2024 2025 2024

Revenues $ 390 $ ( 25 )

Cost of goods sold 4,865 ( 24 )

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

Net income (loss) recognized in income (loss) before income taxes $ 5,255 $ ( 49 )

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

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Derivatives Three Months Ended

September 30, Nine Months Ended

September 30,

2025 2024 2025 2024

Commodity contracts $ ( 12,829 ) $ ( 3,032 )

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on Derivatives Three Months Ended

September 30, Nine Months Ended

September 30,

2025 2024 2025 2024

Exchange-traded futures and options Revenues $ ( 13,279 ) $ 2,892

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

September 30, 2025 December 31, 2024

March 31, 2026 December 31, 2025

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 $ 12,601 $ 1,015 $ 24,736 $ ( 8,938 )

Effect of Cash Flow and Fair Value Hedge Accounting on the Statements of Operations

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

Revenue Cost of

Goods Sold Revenue Cost of

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 $ ( 1,169 ) $ ( 6,627 ) $ 5,146 $ ( 13,088 )

Gain (loss) on fair value hedging relationships

Commodity contracts

Fair-value hedged inventories — 52 — 3,611

Exchange-traded futures designated as hedging instruments — 800 — ( 2,485 )

Total amounts of income and expense line items presented in the statement of operations in which the effects of cash flow or fair value hedges are recorded $ ( 1,169 ) $ ( 5,775 ) $ 5,146 $ ( 11,962 )

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

Effect of Cash Flow and Fair Value Hedge Accounting on the Statements of Operations (in thousands):

Location and Amount of Gain (Loss) Recognized in Income on Cash Flow and Fair Value Hedging Relationships for the Three Months Ended March 31,

Revenue Cost of

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Exchange-traded futures designated as hedging instruments — 1,106 — 231

Total amounts of income and expense line items presented in the statement of operations in which the effects of cash flow or fair value hedges are recorded $ ( 1,194 ) $ ( 7,610 ) $ 8,882 $ ( 25,926 )

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

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 $ 390 $ 5,586 $ ( 25 ) $ 1,345

The notional volume of open commodity derivative positions as of March 31, 2026 are as follows (in thousands):

Exchange-Traded (1)

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Futures 32,920 (3)

Futures ( 2,845 ) (4)

Futures ( 39,480 ) Gallons Ethanol

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MmBTU Natural Gas

Futures ( 26,640 ) Pounds Soybean Oil

Futures ( 1,000 ) Bushels Soybeans

Options 3,931 Gallons Ethanol

Options 1,034 Bushels Soybeans

Options 200 MmBTU Natural Gas

Forwards 45,693 — Bushels Corn

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

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

Included in revenues are net gains of $ 5.6 million and $ 2.6 million for the three months ended March 31, 2026 and 2025, respectively, on energy trading contracts.

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

September 30,

2026 December 31,

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$ 60,000 $ 60,000

Green Plains SPE LLC

Junior secured mezzanine notes due 2026 (2)

5.25 % convertible notes due 2030 (2)

200,000 200,000

Green Plains Shenandoah

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69,750 70,125

Green Plains Central City Carbon Capture

Tallgrass Term loan due 2038 44,126 —

Green Plains Wood River Carbon Capture

Tallgrass Term loan due 2038 48,387 —

Green Plains York Carbon Capture

Tallgrass Term loan due 2037 34,389 34,523

Other 9,661 9,842

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Total long-term debt $ 388,923 $ 361,992

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

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

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

(1) The 2.25 % notes had $ 0.3 million and $ 0.4 million of unamortized debt issuance costs as of March 31, 2026 and December 31, 2025, respectively.

(2) The 5.25 % notes had $ 7.6 million and $ 8.0 million of unamortized debt issuance costs as of March 31, 2026 and December 31, 2025, respectively.

(3) The loan had $ 0.2 million and $ 0.2 million of unamortized debt issuance costs as of both March 31, 2026 and December 31, 2025, respectively.

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

September 30,

2026 December 31,

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$ 34,000 $ 33,584

(1) The revolver was amended on April 17, 2026, and the borrowing limit was reduced to $ 300.0 million.

Corporate Activities

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

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

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

The 2.25 % notes are senior, unsecured obligations of the company.

The 2.25 % 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 2.25 % 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 2.25 % 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 initial conversion rate is 31.6206 shares of our common stock per $1,000 principal amount of 2027 Notes (equivalent to an initial conversion price of approximately $ 31.62 per share of our common stock), representing an approximately 37.5 % premium over the offering price of our common stock.

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

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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 2.25 % 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 2.25 % 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 2.25 % 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 2.25 % notes), holders of the 2.25 % notes will have the right, at their option, to require the company to repurchase their 2.25 % notes for cash at a price equal to 100 % of the principal amount of the 2.25 % notes to be repurchased, plus accrued and unpaid interest to, but excluding, the fundamental change repurchase date.

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.

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

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

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

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

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

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

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”).

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 2030 Notes are general 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.

At March 31, 2026, the outstanding principal balances on the remaining 2027 Notes and the 2030 Notes were $ 60.0 million and $ 200.0 million, respectively.

Ethanol Production Segment

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

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

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

A $ 2.5 million amendment fee was added to the balance of the Junior Notes, increasing the amount outstanding to $ 127.5 million.

The Junior Notes 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, as well as the assets and membership interests of Fluid Quip Mechanical, LLC.

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

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

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

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

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

Also as part of the amendment, the company executed a subscription agreement with certain funds and accounts under management by BlackRock pursuant to which the company agreed to issue, and certain funds and accounts under management by BlackRock purchased, 3,250,000 stock warrants at a strike price of $ 0.01 per share with a ten year exercise period.

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

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

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

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

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

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

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

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

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

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

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

The loan matures on September 1, 2035 and is secured by substantially all of the assets of the Shenandoah facility, including the MSC™ and CST™ assets installed at that facility.

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.

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

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

At March 31, 2026, the interest rate on the loan was 6.52 %.

On and after July 24, 2023, Green Plains Central City Capture Company LLC, Green Plains Wood River Capture Company LLC, and Green Plains York Capture Company LLC, (collectively, the "capture companies") which are all wholly-owned subsidiaries 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 Central City, Wood River, and York ethanol facilities in Nebraska.

Under the agreements, the capture companies are 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.

All projects met criteria for substantial completion and are classified as debt, except for an estimated $ 12.9 million of spend that Tallgrass has yet to apply to our debt balances owed, which is presented as carbon equipment liabilities.

The amounts remaining within carbon equipment liabilities are expected to be reclassified and presented as debt within the next twelve months.

The total estimated value of this debt recorded on the balance sheet is $ 126.9 million.

Repayments commenced in January 2026.

This debt is secured by substantially all real and personal property interests associated with the capture companies.

Green Plains Inc.

further supports the obligation through a guaranty, under which it unconditionally guarantees the capture companies' performance and payment obligations.

The capture companies 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.

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.

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.

As of March 31, 2026 the Facility was set to mature 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.

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

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

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

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.

At March 31, 2026, the interest rate on the Facility was 6.83 %.

On April 17, 2026, the Facility was further amended by the Second Amendment to the Loan and Security Agreement (the “Second Revolver Amendment”).

The Second Revolver Amendment (i) extends the termination date of the Facility from March 25, 2027 to September 25, 2027 and (ii) reduces the size of the Facility commitment from $ 350 million to $ 300 million.

Green Plains Commodity Management has a $ 20.0 million uncommitted revolving credit facility to finance margins related to its hedging programs, which is secured by cash and securities held in its brokerage accounts that matures on April 30, 2028.

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

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

At March 31, 2026, the interest rate on the facility was 5.45 %.

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

The company has accounted for the agreement as short-term notes, rather than revenues, and has elected the fair value option to offset

fluctuations in market prices of the inventory.

The company has accounted for the agreement as short-term notes, rather than revenues, and has elected the fair value option to offset fluctuations in market prices of the inventory.

This agreement is subject to negotiated variable interest rates.

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

The company had no outstanding short-term notes payable related to the inventory financing agreement as of March 31, 2026.

Covenant Compliance

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

The company was in compliance with its debt covenants as of March 31, 2026.

Restricted Net Assets

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

At March 31, 2026, there were approximately $ 43.4 million of net assets at the company’s subsidiaries that could not be transferred to the parent company in the form of dividends, loans or advances due to restrictions contained in the credit facilities of these subsidiaries.

STOCK-BASED COMPENSATION

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Restricted Stock Awards and Deferred Stock Units

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

The restricted non-vested stock awards and deferred stock units activity for the three months ended March 31, 2026 is as follows:

Deferred Stock

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Vested ( 302,779 ) 11.47

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

Non-Vested at March 31, 2026 1,071,883 $ 8.86 1.9

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 high-protein and clean sugar initiatives, annual production levels and return on investment (ROI).

On February 27, 2026, March 10, 2025, and March 13, 2024, 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, annual production levels and return on investment (ROI).

Performance shares granted in 2026, 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 of the date of grant of $ 8.34 , resulting in an estimated fair value of $ 12.89 per share.

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

The weighted average assumptions used by the company in applying the Monte Carlo valuation model for the 2026 performance share grants and related valuation include a risk-free interest rate of 3.52 %, dividend yields of 0 %, expected volatility of 60.9 %, closing stock price on the date of grant of $ 14.27 , resulting in an estimated fair value of $ 24.93 per share.

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 962,030 performance shares which represents 200 % of the 481,015 performance shares which remain outstanding, excluding forfeited shares.

If the company achieves the maximum performance goals, the maximum amount of shares available to be issued pursuant to the 2026, 2025 and 2024 awards are 1,173,904 performance shares which represents 200 % of the 586,952 performance shares that remain outstanding, excluding forfeited shares.

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

This excludes an additional 69,959 performance shares granted to the Chief Legal and Administration Officer and Corporate Secretary in 2023, 2024 and 2025, which will vest at 100 % of target on December 31, 2025.

On March 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.

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.

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

Excluding 2023 performance shares that vested at target in accordance with termination agreements, based on the criteria discussed above, on March 9, 2026, the 2023 performance shares vested at 0 % due to missed performance objectives and as a result, no shares were issued.

The non-vested performance share award activity for the three months ended March 31, 2026 is as follows:

Shares Weighted-

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Vested ( 46,064 ) 12.56

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

Non-Vested at March 31, 2026 586,952 $ 13.79 2.2

Stock-Based Compensation Expense

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

At September 30, 2025, there was $ 10.8 million of unrecognized compensation costs from stock-based compensation related to non-vested awards.

Compensation costs for the stock-based payment plan were $ 1.9 million and $ 8.8 million for the three months ended March 31, 2026 and 2025, respectively, with the decrease primarily driven by accelerated vesting for the company's former CEO in the prior period.

At March 31, 2026, there was $ 14.2 million of unrecognized compensation costs from stock-based compensation related to non-vested awards.

This compensation is expected to be recognized over a weighted-average period of approximately 2.2 years.

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Three Months Ended

September 30, Nine Months Ended

September 30,

2025 2024 2025 2024

Net income (loss) attributable to Green Plains $ 32,938 $ ( 72,906 )

Weighted average shares outstanding - basic 68,841 64,069

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

EPS - basic $ 0.48 $ ( 1.14 )

EPS - diluted

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

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

Net income (loss) attributable to Green Plains $ 32,938 $ ( 72,906 )

2.25 % convertible notes due 2027

5.25 % convertible notes due 2030

Net income (loss) attributable to Green Plains - diluted $ 35,516 $ ( 72,906 )

Weighted average shares outstanding - basic 68,841 64,069

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

Effect of dilutive convertible debt:

2.25 % convertible notes due 2027

5.25 % convertible notes due 2030

Effect of dilutive stock-based compensation awards 674 —

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EPS - diluted $ 0.42 $ ( 1.14 )

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

— — 7,910 7,687

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

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

Anti-dilutive weighted-average convertible debt, warrants and stock-based compensation (1)

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

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 three and nine months ended September 30, 2025.

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

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 .

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

Of the total, 275,000 of the warrants, of which 222,222 are exercisable as a result of achieving certain earn-out provisions and 52,778 are contingent upon certain earn-out provisions, are treated as liability-based awards, and valued quarterly using the company’s stock price.

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

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

Green Plains Partners Merger

As a result of the Merger, for the nine months ended September 30, 2024, the company issued approximately 4.7 million shares of common stock and recorded par value $ 0.001 per share, paid cash consideration of $ 29.2 million, extinguished the non-controlling interest attributed to the partnership common units held by the public of $ 133.8 million, and capitalized transaction costs of $ 7.5 million, within additional paid-in capital.

Refer to Note 3 - Merger and Dispositions included herein for more information.

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

Components of stockholders’ equity for the three months ended March 31, 2026 and 2025 are as follows (in thousands):

Common Stock Additional

Capital Retained Deficit Accumulated Other

Comprehensive Loss Treasury Stock Total

Comprehensive Income (Loss) Treasury Stock Total

Stockholders'

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Balance, December 31, 2025 75,502 $ 76 $ 1,267,839 $ ( 439,576 ) $ ( 618 ) 5,668 $ ( 61,474 ) $ 766,247 $ 5,724 $ 771,971

Net loss — — — ( 72,906 ) — — — ( 72,906 ) 265 ( 72,641 )

Net income — — — 32,938 — — — 32,938 527 33,465

Distributions declared — — — — — — — — ( 402 ) ( 402 )

Other comprehensive loss before reclassification — — — — ( 9,569 ) — — ( 9,569 ) — ( 9,569 )

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Other comprehensive loss, net of tax — — — — ( 13,489 ) — — ( 13,489 ) — ( 13,489 )

Investment in subsidiaries — — — — — — — — 94 94

Stock-based compensation 201 — ( 520 ) — — — — ( 520 ) — ( 520 )

Balance, March 31, 2026 75,703 $ 76 $ 1,267,319 $ ( 406,638 ) $ ( 14,107 ) 5,668 $ ( 61,474 ) $ 785,176 $ 5,849 $ 791,025

Net loss — — — ( 72,238 ) — — — ( 72,238 ) 11 ( 72,227 )

Other comprehensive loss before reclassification — — — — ( 8,191 ) — — ( 8,191 ) — ( 8,191 )

Amounts reclassified from accumulated other comprehensive loss — — — — 2,747 — — 2,747 — 2,747

Other comprehensive loss, net of tax — — — — ( 5,444 ) — — ( 5,444 ) — ( 5,444 )

Investment in subsidiaries — — — — — — — — 94 94

Proventus disposition — — — — — — — — ( 4,534 ) ( 4,534 )

Issuance of warrants — — 5,656 — — — — 5,656 — 5,656

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

Stock-based compensation 193 — 2,179 — — — — 2,179 — 2,179

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

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

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

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

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

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

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

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

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

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

Common Stock Additional

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Investment in subsidiaries — — — — — — — — 94 94

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

Stock-based compensation 688 — 7,468 — — — — 7,468 — 7,468

Balance, March 31, 2025 68,200 $ 68 $ 1,221,114 $ ( 391,204 ) $ ( 1,297 ) 2,805 $ ( 31,174 ) $ 797,507 $ 9,681 $ 807,188

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

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

Amounts reclassified from accumulated other comprehensive loss — — — — 1,748 — — 1,748 — 1,748

Other comprehensive income, net of tax — — — — 1,091 — — 1,091 — 1,091

Investment in subsidiaries — — — — — — — — 167 167

Stock-based compensation 39 — 3,173 — — — — 3,173 — 3,173

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

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

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

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

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

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

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

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

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

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

Three Months Ended

September 30, Nine Months Ended

September 30, Statements of

March 31, Statements of

Classification

2025 2024 2025 2024

Gains (losses) on cash flow hedges

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Total losses on cash flow hedges 5,255 ( 49 ) (3)

Income tax benefit 1,965 1,890 2,904 4,122 (4)

Income tax expense (benefit) ( 1,335 ) 12 (4)

Amounts reclassified from accumulated other comprehensive loss $ 3,920 $ ( 37 )

(2) Costs of goods sold

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

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

(4) Income tax benefit

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

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

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 of 2017, 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.

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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.

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

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

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

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

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

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

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

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

On January 9, 2024, the transactions contemplated by the Merger Agreement were completed as described in more detail in Note 3 - 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.

The company recorded income tax expense of $ 2.9 million for the three months ended March 31, 2026, compared with income tax expense of $ 0.1 million for the same period in 2025.

The increase in income tax expense is primarily due to the increase in pre-tax book income, which was partially offset by the generation of non-taxable income from the Section 45Z production tax credits, and changes in the valuation allowance on deferred tax assets.

The effective tax rate can be affected by variances in the estimates and amounts of taxable income among the various states, entities and activity types, realization of tax credits, adjustments from resolution of tax matters under review, valuation allowances and the company’s assessment of its liability for uncertain tax positions .

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 approximately 11.6 years.

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Three Months Ended

September 30, Nine Months Ended

September 30,

2025 2024 2025 2024

Lease expense

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Variable lease expense (1)

683 551 1,009 1,234

Total lease expense $ 7,461 $ 7,550

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

(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.

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

Three Months Ended

September 30, Nine Months Ended

September 30,

2025 2024 2025 2024

Cash paid for amounts included in the measurement of lease liabilities

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Operating leases 8,027 282

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

Right-of-use assets (1)

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

Lease obligations (1)

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

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

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

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

September 30,

2026 December 31,

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Year Ending December 31, Amount

2026 $ 19,211

Thereafter 3,739

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Lease liabilities $ 66,522

The company has two additional railcar operating leases commencing, with one during the second quarter of 2026 with undiscounted future lease payments of approximately $ 3.2 million and a lease terms of three years and another during the third quarter of 2026 with undiscounted future lease payments of approximately $ 0.9 million and a lease terms of five years .

These amounts are not included in the tables above.

Other Commitments

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

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

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

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

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

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

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

As of March 31, 2026, the company had contracted future purchases of grain, ethanol, distillers grains and natural gas, valued at approximately $ 270.1 million and future commitments for storage and transportation, valued at approximately $ 36.6 million.

As of March 31, 2026, the company had incurred $ 12.9 million of accumulated construction costs in relation to the projects, presented as carbon equipment liabilities on the consolidated balance sheet.

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

SUBSEQUENT EVENTS

CCS Commencing Operations

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

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

Convertible Debt Exchange

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

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

(the “subscription transactions”).

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

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

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

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

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

What changed 10-Q

Item 1. Financial Statements