Item 2. Management’s Discussion and Analysis
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.
General
The following discussion and analysis provides information we believe is relevant to understand our consolidated financial condition and results of operations. This discussion should be read in conjunction with the consolidated financial statements and notes to the consolidated financial statements contained in this report together with our annual report on Form 10-K for the year ended December 31, 2025.
Cautionary Information Regarding Forward-Looking Statements
Forward-looking statements are made in accordance with safe harbor provisions of the Private Securities Litigation Reform Act of 1995. These statements are based on current expectations that involve a number of risks and uncertainties and do not relate strictly to historical or current facts, but rather to plans and objectives for future operations. These statements may be identified by words such as “anticipate,” “believe,” “continue,” “estimate,” “expect,” “intend,” “outlook,” “plan,” “predict,” “may,” “could,” “should,” “will” and similar expressions, as well as statements regarding future operating or financial performance or guidance, business strategy, environment, key trends and benefits of actual or planned acquisitions.
Factors that could cause actual results to differ from those expressed or implied in the forward-looking statements include, but are not limited to, those discussed in Part I, Item 1A – Risk Factors of our annual report on Form 10-K for the year ended December 31, 2025 and in Part II, Item 1A, “Risk Factors” in this report, or incorporated by reference. Specifically, we may experience fluctuations in future operating results due to a number of economic conditions and other factors, including: the failure to realize the anticipated results from the new products being developed or new technologies being deployed; the failure to realize the anticipated selling, general and administrative expense savings from restructuring; local, regional and national economic conditions and the impact they may have on the company and its customers; disruption caused by health epidemics; conditions in the ethanol and biofuels industry, including a sustained decrease in the level of supply or demand for ethanol and biofuels or a sustained decrease in the price of ethanol or biofuels, distillers grains, Ultra-High Protein, and renewable corn oil; competition in the ethanol industry and other industries in which we operate; commodity market risks, including those that may result from weather conditions, changes in government policies, and global political or economic issues; the financial condition of the company’s customers and counterparties; any non-performance by customers and counterparties of their contractual obligations; changes in safety, health, environmental and other governmental policy and regulation, including changes to tax laws such as the OBBB, tariffs, renewable fuel programs, tax credit programs, and low carbon programs; risks related to acquisition and disposition activities and achieving anticipated results; risks associated with merchant trading; the results of any reviews, investigations or other proceedings by government authorities; the performance of the company; and other factors detailed in reports filed with the SEC.
We believe our expectations regarding future events are based on reasonable assumptions; however, these assumptions may not be accurate or account for all risks and uncertainties. Consequently, forward-looking statements are not guaranteed. Actual results may vary materially from those expressed or implied in our forward-looking statements. In addition, we are not obligated and do not intend to update our forward-looking statements as a result of new information unless it is required by applicable securities laws. We caution investors not to place undue reliance on forward-looking statements, which represent management’s views as of the date of this report or documents incorporated by reference.
Overview
Incorporated in Iowa, Green Plains is a renewable fuels and agricultural technology company focused on producing low-cost, low-CI ethanol and related co-products, including high protein feeds and corn oil from locally sourced corn. Our goal is to create value through an operational excellence focus including disciplined operations, cost leadership and carbon reduction as we position the company to benefit from expanding low-carbon fuel markets.
Founded in 2004, Green Plains now owns nine strategically located plants across the Midwest, capable of processing approximately 287 million bushels of corn annually, when all plants are operating. Our focus remains on operating safely, efficiently and cost-effectively while reducing the CI of our products and maintaining financial flexibility to support long term growth. Our streamlined platform is positioned to create value through our focus on operational excellence, continuous improvement and disciplined capital allocation.
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We group our business activities into the following two operating segments to manage performance:
• Ethanol Production. Our ethanol production segment includes the production, storage and transportation of ethanol, distillers grains, Ultra-High Protein at four plants, and renewable corn oil at nine biorefineries in Illinois, Indiana, Iowa, Minnesota and Nebraska, in addition to CCS facilities at our three Nebraska plants. At capacity, our nine facilities are capable of processing approximately 287 million bushels of corn per year and producing approximately 850 million gallons of ethanol, 2.0 million tons of distillers grains and Ultra-High Protein, and 296 million pounds of renewable corn oil, a low-carbon feedstock for biodiesel and renewable diesel. Our eight facilities currently in operation are capable of processing approximately 246 million bushels of corn and producing 730 million gallons of ethanol, 1.7 million tons of distillers grains and Ultra-High Protein, and 254 million pounds of renewable corn oil.
• Agribusiness and Energy Services. Our agribusiness and energy services segment includes grain procurement, storage and commodity marketing. We market our ethanol through a third party and also sell and distribute our ethanol plant co-products, including distillers grains and corn oil. We also buy and sell natural gas and other commodities in various markets.
Our carbon reduction strategy plays a central role in achieving lower CI biofuel production and participation in various clean fuel programs. Our CCS facilities are operational at our Central City, Wood River, and York facilities in Nebraska. These plants are connected to the Tallgrass Trailblazer CO2 Pipeline, while one of our Iowa and all of our Minnesota locations are committed to CCS through Summit Carbon Solutions, which projects operations commencing in 2028. CCS initiatives are expected to significantly lower CI across our platform. Based on current CI score estimates, all Green Plains facilities in operation are expected to qualify for the Section 45Z Clean Fuel Production Credit in 2026, inclusive of five non-CCS facilities.
Our margins are highly dependent on commodity prices, particularly for ethanol, distillers grains, Ultra-High Protein, corn oil, soybean meal, corn, and natural gas. Since market price fluctuations of these commodities are not always correlated, our operations may be unprofitable at times. We use a range of risk management tools and hedging strategies to monitor price risk exposure at our ethanol plants and mitigate commodity volatility. Our profitability could be significantly impacted by price movements of the aforementioned commodities.
Recent Developments
Production Tax Credits
The company has been and expects to continue to benefit from certain clean energy related tax credits as a result of recent changes in legislation. All eight of our operating ethanol plants have generated production tax credits under Section 45Z in 2026. The company has agreements to purchase RECs covering the three months ended March 31, 2026, to lower CI scores at certain plants. Based on production and CI scores for the three months ended March 31, 2026, the company recorded credits net of discounts totaling $65.6 million, reducing costs of goods sold, related to Section 45Z production tax credits at the eight qualifying plants. Under the current statutory framework, Section 45Z production credits are set to expire in 2029. The company would then look to monetize credits available under Section 45Q until 2037.
Revolver Amendment
On April 17, 2026, the Revolver Facility was further amended by the Second Amendment to the Loan and Security Agreement (the “Second Revolver Amendment”). The Second Revolver Amendment, among other things, (i) extends the termination date of the Revolver Facility from March 25, 2027 to September 25, 2027 and (ii) reduces the size of the Revolver Facility commitment from $350 million to $300 million.
Results of Operations
During the first quarter of 2026, our plants in operation maintained an average utilization rate of approximately 97% of capacity, resulting in ethanol production of 174.2 mmg, compared with 195.2 mmg, or 92% of capacity, for the same quarter last year. The prior period utilization above has been adjusted to reflect updated capacity and for comparative purposes to align with our current period presentation. Our operating strategy is to transform our company to a value-add agricultural technology company creating lower carbon, high-value ingredients from existing resources. Depending on the margin environment, we may exercise operational discretion that results in reductions in production volumes. It is possible that throughput volumes could fluctuate in the future, depending on various factors that drive each biorefinery’s variable
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contribution margin, including future driving and gasoline demand for the industry, demand for valuable co-products we produce, and the supply and pricing of renewable feedstocks needed to operate our biorefineries.
U.S. Ethanol Supply and Demand
According to the EIA, domestic ethanol production averaged 1.10 million barrels per day during the first quarter of 2026, which was approximately 2.0% higher than the 1.08 million barrels per day for the same quarter last year. Refiner and blender input volume was 857 thousand barrels per day for the first quarter of 2026, compared with 855 thousand barrels per day for the same quarter last year. Gasoline demand for the first quarter of 2026 was in line with the prior year quarter at 8.5 million barrels per day. U.S. domestic ethanol ending stocks decreased by approximately 0.6 million barrels compared to the prior year, or 2.3%, to 26.0 million barrels as of March 31, 2026.
Global Ethanol Supply and Demand
According to the USDA Foreign Agriculture Service, domestic ethanol exports through February 28, 2026, were approximately 422 mmg, up from the 337 mmg for the same period of 2025. Year to date, Canada was the largest export destination for U.S. ethanol accounting for approximately 31% of domestic ethanol export volume, driven in part by their national clean fuel standard. Netherlands, Brazil, India and Colombia accounted for approximately 18%, 15%, 9%, and 5%, respectively, of U.S. ethanol exports. We currently estimate that net ethanol exports will range from 2.3 to 2.4 billion gallons in 2026, based on historical demand from a variety of countries and certain countries that seek to improve their air quality, reduce greenhouse gas emissions through low carbon fuel programs and eliminate MTBE from their own fuel supplies. Fluctuations in currencies relative to the U.S. Dollar could impact the U.S. ethanol competitiveness in the global market.
Protein and Vegetable Oil Supply and Demand
Our dried distillers grains and Ultra-High Protein ingredients compete against other ethanol producers domestically and abroad, as well as with soybean meal, canola meal, and other protein feed ingredients. Likewise our distillers corn oil, which is a feedstock for producing biodiesel, renewable diesel and to some extent SAF, competes against other vegetable oils such as soybean oil, canola oil, and to some extent palm oil, as well as against waste oils such as used cooking oils, animal fats and tallow. While global protein demand has continued to grow since the advent of our transformation, so too has the production of vegetable proteins from multiple companies in an effort to capitalize on this trend, most notably in U.S. soy crushing capacity, which has led to an over-supplied domestic market and compressed protein values. Soybean processing capacity in the U.S. has been expanding to meet the rising demand for vegetable oils to produce renewable fuels. According to the National Oilseed Processors Association, for the first quarter of 2026, soybean crush was approximately 656.6 million bushels, up 83.7 million bushels from the 572.9 million bushels crushed during the first quarter of 2025. Soybean oil stocks for the first quarter of 2026 were 2.0 billion pounds, which was up 0.5 billion pounds from the 1.5 billion pounds of stocks as of March 31, 2025. Soybean meal production was 15.6 million short tons for the first quarter of 2026, up 2.0 million short tons from the 13.6 million short tons from the same period in the prior year.
Legislation and Regulation
We are sensitive to domestic and foreign government programs and policies that affect the supply and demand for ethanol and other fuels, which in turn may impact the volume of ethanol and other products we handle. Over the years, various bills and amendments have been proposed in the House and Senate, which would eliminate the RFS entirely, eliminate the corn based ethanol portion of the mandate, lower the price of RINs and make it more difficult to sell fuel blends with higher levels of ethanol. Bills have also been introduced to require or otherwise incentivize higher levels of octane blending, allow for year-round sales of higher blends of ethanol, require car manufacturers to produce vehicles that can operate on higher ethanol blends and provide incentives for reducing the CI of biofuels including ethanol. In addition, the manner in which the EPA administers the RFS and related regulations can have a significant impact on the actual amount of ethanol and other biofuels blended into the domestic fuel supply.
Federal and foreign mandates and state-level clean fuel standards supporting the use of renewable fuels are a significant driver of ethanol demand in the U.S. Ethanol policies are influenced by concerns for the environment, diversifying the fuel supply, supporting U.S. farmers and reducing the country’s dependence on foreign oil. Consumer acceptance of FFVs, availability of higher ethanol blends and increased use of higher ethanol blends in non-FFVs may be necessary before ethanol can achieve further growth in the U.S. light duty surface transportation fleet market share. In addition, expansion of clean fuel standards in other states and countries, or a national LCFS could increase the demand for ethanol, depending on how they are structured. Incentives for automakers to produce FFVs phased out in 2020, and the
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way in which the EPA implements the Corporate Average Fuel Economy (CAFE) standards has fluctuated between further incentivizing EV production and being more accommodating to liquid fuels, depending on the administration.
The Clean Fuel Production Credit under Section 45Z of the Internal Revenue Code was enacted as part of the IRA and subsequently amended by the OBBB. Section 45Z provides a production tax credit for domestically produced transportation fuel with lifecycle greenhouse gas emissions below a specified threshold for fuel produced after December 31, 2024 and sold before January 1, 2030. The value of the credit is determined based on the fuel’s CI score, subject to prevailing wage and apprenticeship requirements, and may be transferred to third parties.
On February 3, 2026, the U.S. Department of the Treasury and the Internal Revenue Service issued proposed regulations governing administration of the Section 45Z Clean Fuel Production Credit. The proposed regulations provide guidance on credit eligibility, emissions rate determination, registration and certification requirements, and implementation of amendments made by the OBBB. Among other things, the proposed regulations (i) limit eligible feedstocks to those grown or produced in the United States, Canada, or Mexico; (ii) eliminate indirect land use change (“iLUC”) from CI calculations; (iii) prohibit negative emissions rates except in limited circumstances; (iv) include anti‑abuse and prohibited foreign entity provisions; (v) allow credit eligibility for fuel sold through intermediaries and, in certain circumstances, related parties; and (vi) require use of the most current Treasury‑approved 45Z‑GREET lifecycle analysis model. The final form of these regulations, including future updates to the 45Z‑GREET model and integration of climate‑smart agricultural practices, may or may not reflect the guidance in the proposed regulations and could materially impact the value of the credit and our ability to benefit from it.
The IRA also expanded the carbon capture and sequestration credit under Section 45Q of the Internal Revenue Code to $85 per metric ton of carbon dioxide permanently sequestered. However, Section 45Q credits generally cannot be claimed on the same emissions reductions used to calculate Section 45Z credits, which may affect the economics and timing of carbon capture investments.
The RFS sets a floor for biofuels use in the United States. In March 2026, the EPA finalized RVOs for 2026 and 2027, setting the implied conventional ethanol levels at 15 billion gallons for 2026 and 2027. The EPA also finalized an increase in biomass based diesel volumes setting the volumes at 5.4 billion for 2026 and 5.7 billion for 2027. The EPA's proposal that any foreign produced fuel or fuel produced with foreign feedstocks would only generate 50% of the RIN value did not make it in the final rule. Instead, the EPA indicated this provision would be incorporated into the 2028 RVO. The final RVO includes 70% reallocation of volumes previously waived by SREs.
Under the RFS, RINs impact supply and demand. The EPA assigns individual refiners, blenders, and importers the volume of renewable fuels they are obligated to use in each annual RVO based on their percentage of total production of domestic transportation fuel sales. Obligated parties use RINs to show compliance with the RFS mandated volumes. Ethanol producers assign RINs to each gallon of renewable fuel they produce and the RINs are detached when the renewable fuel is blended with transportation fuel domestically. Market participants can trade the detached RINs in the open market. The market price of detached RINs can affect the price of ethanol in certain markets and can influence purchasing decisions by obligated parties. SREs can reduce or waive entirely the obligation for a refinery, which has the practical effect of reducing the RVO, and by extension the number of RINs that need to be retired, which can impact their values and ultimately blending levels of renewable fuels. There are multiple on-going legal challenges to how the EPA has handled SREs and RFS rulemakings. On October 21, 2024, the U.S. Supreme Court agreed to review the various Circuit Court rulings on SREs to determine the proper venue. In June 2025, the U.S. Supreme Court ruled that legal challenges to EPA SRE decisions must be brought exclusively in the U.S. Court of Appeals for the District of Columbia, resolving prior conflicting appellate court decisions and limiting venue selection in future SRE litigation. While this ruling provides greater procedural certainty, ongoing litigation and future EPA policy regarding SREs could continue to impact RFS implementation and market dynamics.
The One-Pound Waiver, which was extended in May 2019 to allow E15 to be sold year-round to all vehicles model year 2001 and newer, was challenged in an action filed in Federal District Court for the D.C. Circuit. On July 2, 2021, the Circuit Court vacated the EPA’s rule so the future of summertime, defined as June 1 to September 15, sales of E15 is uncertain. The Supreme Court subsequently declined to hear a challenge to this ruling. In 2022, the EPA issued emergency waivers to allow for the continued sale of E15 during the summer months and similar summertime waivers have been issued each year since then, with the 2026 driving season marking the eighth consecutive year that E15 is able to be sold year-round nationwide. The EPA has also allowed for the elimination of the One-Pound Waiver for E10 in several Midwestern states, which would have the practical effect of allowing for E15 to be sold year-round in the following states: Illinois, Iowa, Minnesota, Missouri, Nebraska, Ohio, South Dakota and Wisconsin.
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A string of 2024 U.S. Supreme Court decisions, namely Loper Bright Enterprises v. Raimondo, SEC v. Jarkesy and Corner Post, Inc. v. Board of Governors of the Federal Reserve, have redefined the power of federal agencies, as well as overturned the important principle of administrative law called "Chevron deference," based on a landmark case, Chevron U.S.A., Inc. v. Natural Resources Defense Council, Inc. The Chevron deference was a doctrine of judicial deference to administrative interpretations. The general shift in power from agencies to the judicial system resulting from these decisions could impact various regulatory rules affecting our business in ways that could affect our business, prospects and operations, and our financial performance positively or negatively.
Environmental and Other Regulation
Our operations are subject to environmental regulations, including those that govern the handling and release of ethanol, crude oil and other liquid hydrocarbon materials. Compliance with existing and anticipated environmental laws and regulations may increase our overall cost of doing business, including capital costs to construct, maintain, operate and upgrade equipment and facilities. Our business may also be impacted by domestic and foreign government policies, such as incentives, tariffs, duties, subsidies, import and export restrictions and outright embargos.
Comparability
There are various events that could affect comparability of our operating results, including fluctuations in our production rates in 2026 compared to 2025, primarily driven by the disposition of our Obion, Tennessee plant in September of 2025, the ceasing of a third-party ethanol marketing agreement effective April 1, 2025, the recognition of Section 45Z production tax credits in 2026, which were not recorded until the third quarter of 2025, and restructuring costs recorded in 2025.
Segment Results
We report 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 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.
Corporate activities include selling, general and administrative expenses, consisting primarily of compensation, professional fees and overhead costs not directly related to a specific operating segment.
During the normal course of business, our operating segments do business with each other. For example, our agribusiness and energy services segment procures grain and natural gas and sells products, including ethanol, distillers grains, Ultra-High Protein, and renewable corn oil of our ethanol production segment. These intersegment activities are treated like third-party transactions with origination, marketing and storage fees charged at estimated market values. Consequently, these transactions affect segment performance; however, they do not impact our consolidated results since the revenues and corresponding costs are eliminated.
When we evaluate segment performance, we review the following segment information as well as earnings before interest expense, income taxes, depreciation and amortization, or EBITDA, and adjusted EBITDA.
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The selected operating segment financial information is as follows (in thousands):
Three Months Ended
March 31, %
Variance
2026 2025
Revenues
Ethanol production
Revenues from external customers $ 393,359 $ 497,458 (20.9)%
Intersegment revenues — 314 (100.0)
Total segment revenues 393,359 497,772 (21.0)
Agribusiness and energy services
Revenues from external customers 52,445 104,057 (49.6)
Intersegment revenues 6,160 5,772 6.7
Total segment revenues 58,605 109,829 (46.6)
Revenues including intersegment activity 451,964 607,601 (25.6)
Intersegment eliminations (6,160) (6,086) 1.2
$ 445,804 $ 601,515 (25.9)%
Three Months Ended
March 31, %
Variance
2026 2025
Cost of goods sold
Ethanol production (1)
$ 321,631 $ 503,464 (36.1)%
Agribusiness and energy services 42,387 101,098 (58.1)
Intersegment eliminations (6,160) (6,086) 1.2
$ 357,858 $ 598,476 (40.2)%
Three Months Ended
March 31, %
Variance
2026 2025
Gross margin
Ethanol production (1)
$ 71,728 $ (5,692) *
Agribusiness and energy services 16,218 8,731 85.8
$ 87,946 $ 3,039 *
Three Months Ended
March 31, %
Variance
2026 2025
Depreciation and amortization
Ethanol production $ 23,218 $ 21,035 10.4%
Agribusiness and energy services 31 598 (94.8)
Corporate activities 388 754 (48.5)
$ 23,637 $ 22,387 5.6%
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Three Months Ended
March 31, %
Variance
2026 2025
Operating income (loss)
Ethanol production $ 39,422 $ (39,550) *
Agribusiness and energy services 13,832 2,433 *
Corporate activities (2)
(8,482) (25,143) (66.3)
$ 44,772 $ (62,260) *
(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.
We use EBITDA, adjusted EBITDA, and segment EBITDA as measures of profitability to compare the financial performance of our reportable segments and manage those segments. EBITDA is defined as earnings before interest expense, income taxes, depreciation and amortization excluding the amortization of right-of-use assets and debt issuance costs. Adjusted EBITDA includes adjustments related to restructuring costs and our proportional share of EBITDA adjustments of our equity method investees. We believe EBITDA, adjusted EBITDA and segment EBITDA are useful measures to compare our performance against other companies. These measures should not be considered an alternative to, or more meaningful than, net income, which is prepared in accordance with GAAP. EBITDA, adjusted EBITDA, and segment EBITDA calculations may vary from company to company. Accordingly, our computation of EBITDA, adjusted EBITDA, and segment EBITDA may not be comparable with a similarly titled measure of other companies.
The following table reconciles net loss including noncontrolling interest to adjusted EBITDA (in thousands):
Three Months Ended
March 31, %
Variance
2026 2025
Net income (loss) $ 33,465 $ (72,641) *
Interest expense 11,485 8,913 28.9
Income tax expense (benefit), net of equity method income taxes 2,916 (165) *
Depreciation and amortization (1)
23,637 22,387 5.6
EBITDA 71,503 (41,506) *
Restructuring costs — 16,587 (100.0)
Proportional share of EBITDA adjustments to equity method investees 45 735 (93.9)
Adjusted EBITDA $ 71,548 $ (24,184) *
(1) Excludes amortization of operating lease right-of-use assets and amortization of debt issuance costs.
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The following table reconciles segment EBITDA to consolidated adjusted EBITDA (in thousands):
Three Months Ended
March 31, %
Variance
2026 2025
Adjusted EBITDA
Ethanol production (1)
$ 63,056 $ (19,416) *
Agribusiness and energy services 14,011 3,156 *
Corporate activities (2)
(5,564) (25,246) (78.0)
EBITDA 71,503 (41,506) *
Restructuring costs — 16,587 (100.0)
Proportional share of EBITDA adjustments to equity method investees 45 735 (93.9)
$ 71,548 $ (24,184) *
(1) Ethanol production includes $55.2 million of Section 45Z production tax credits recorded net of discounts and other costs for the three months ended March 31, 2026.
(2) Corporate activities includes $10.3 million of restructuring costs recorded within selling, general and administrative expenses 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.
* Percentage variance not considered meaningful.
Three Months Ended March 31, 2026 Compared with the Three Months Ended March 31, 2025
Consolidated Results
Consolidated revenues decreased $155.7 million for the three months ended March 31, 2026 compared with the same period in 2025, primarily due to lower revenues within our ethanol production segment as a result of lower volumes sold primarily driven by the disposition of our Obion, Tennessee plant and lower weighted average selling prices on ethanol, as well as lower revenues in our agribusiness and energy services segment as a result of the company ceasing a third-party marketing agreement with Tharaldson Ethanol Plant I LLC effective April 1, 2025.
Net income increased $106.1 million and adjusted EBITDA increased $95.7 million for the three months ended March 31, 2026 compared with the same period last year primarily due to recognition of $55.2 million of Section 45Z production tax credits net of discounts and other costs, higher margins in our ethanol production and agribusiness and energy services segments and $23.4 million of lower selling, general and administrative expenses primarily as a result of restructuring costs of $16.6 million incurred during the three months ended March 31, 2025. Interest expense increased $2.6 million for the three months ended March 31, 2026 compared with the same period in 2025 primarily due to higher debt balances associated with carbon sequestration equipment. Income tax expense was $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 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 following discussion provides greater detail about our first quarter segment performance.
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Ethanol Production Segment
Key operating data for our ethanol production segment is as follows:
Three Months Ended
March 31,
2026 2025 % Variance
Ethanol (gallons) 174,196 195,328 (10.8)%
Distillers grains (equivalent dried tons) 362 417 (13.2)
Ultra-High Protein (tons) 54 68 (20.6)
Renewable corn oil (pounds) 58,476 64,263 (9.0)
Corn consumed (bushels) 58,802 66,264 (11.3)
Revenues in our ethanol production segment decreased $104.4 million for the three months ended March 31, 2026 compared with the same period in 2025, primarily due to lower ethanol, distillers grains and renewable corn oil volumes sold resulting in decreased revenues of $40.8 million, $10.8 million and $2.8 million, respectively, lower weighted average selling prices on ethanol resulting in decreased revenues of $57.6 million, and decreased revenues as a result of hedging activities of $12.3 million, partially offset by higher project revenues of $5.8 million and higher renewable corn oil weighted average selling prices resulting in increased revenues of $7.4 million.
Cost of goods sold in our ethanol production segment decreased $181.8 million for the three months ended March 31, 2026 compared with the same period last year primarily due to the recognition of $56.1 million of Section 45Z production tax credits net of discounts and other costs, as well as lower freight costs, lower corn volumes purchased, decreased weighted average corn prices, lower ethanol volumes purchased and hedging activities resulting in decreased costs of $37.3 million, $35.7 million, $24.4 million, $14.5 million and $7.5 million, respectively.
Operating income in our ethanol production segment increased $79.0 million for the three months ended March 31, 2026 compared with the same period in 2025 primarily due to increased margins as outlined above. Depreciation and amortization expense for the ethanol production segment was $23.2 million for the three months ended March 31, 2026, compared with $21.0 million for the same period last year, with the increase driven by carbon sequestration equipment placed in service during the fourth quarter of 2025.
Agribusiness and Energy Services Segment
Revenues in our agribusiness and energy services segment decreased $51.2 million while operating income increased $11.4 million for the three months ended March 31, 2026, compared with the same period in 2025. The decrease in revenues was primarily due to the company ceasing a third-party marketing agreement with Tharaldson Ethanol Plant I LLC effective April 1, 2025, offset by higher natural gas revenues. The increase in operating income was primarily due to higher natural gas trading margins.
Intersegment Eliminations
Intersegment eliminations of revenues increased by $0.1 million for the three months ended March 31, 2026.
Corporate Activities
Operating loss was impacted by an decrease in corporate activities of $16.7 million for the three months ended March 31, 2026 compared with 2025 primarily due to higher personnel costs as a result of restructuring in the prior period.
Liquidity and Capital Resources
Our principal sources of liquidity include cash generated from operating activities and bank credit facilities. We fund our operating expenses and service debt primarily with operating cash flows. Capital resources for maintenance and growth expenditures are funded by a variety of sources, including cash generated from operating activities, borrowings under credit facilities, or issuance of public or private debt or equity securities. Our ability to access capital markets for debt under reasonable terms depends on our financial condition, credit ratings and market conditions. We believe that our ability to
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obtain financing at reasonable rates based on these factors remains sufficient and provides a solid foundation to meet our future liquidity and capital resource requirements.
On March 31, 2026, we had $95.7 million in cash and cash equivalents and $87.4 million in restricted cash. We also had $336.0 million available under our committed revolving credit agreement, subject to restrictions or other lending conditions. Total corporate liquidity consisting of unrestricted cash, distributable cash from subsidiaries and credit facility availability was $148.3 million as of March 31, 2026. Funds at certain subsidiaries are generally required for their ongoing operational needs and restricted from distribution. At March 31, 2026, our subsidiaries had approximately $43.4 million of net assets that were not available to use in the form of dividends, loans or advances due to restrictions contained in their credit facilities. On April 17, 2026, the Revolver Facility was amended by the Second Amendment to the Loan and Security Agreement and the borrowing limit was reduced from $350 million to $300 million which reduced our total corporate liquidity.
Net cash used in operating activities was $39.5 million for the three months ended March 31, 2026, compared with net cash used in operating activities of $55.0 million for the same period in 2025. Net cash used in operating activities compared to the prior year decreased primarily due to higher net income and changes in derivative financial instruments partially offset by working capital changes related to inventories, production tax credits and accounts payable. Net cash used in investing activities was $4.4 million for the three months ended March 31, 2026, compared with net cash used in investing activities of $20.7 million for the same period in 2025. Investing activities were primarily affected by lower capital expenditures in the current period. Net cash used in financing activities was $3.0 million for the three months ended March 31, 2026, compared with net cash used in financing activities of $7.0 million for the same period in 2025, primarily due higher net payments on short-term borrowings in 2025.
Additionally, Green Plains Finance Company, Green Plains Trade, Green Plains Grain and Green Plains Commodity Management use revolving credit facilities to finance working capital requirements. We frequently draw from and repay these facilities, which results in significant cash movements reflected on a gross basis within financing activities as proceeds from and payments on short-term borrowings.
We incurred capital expenditures of approximately $6.4 million during the three months ended March 31, 2026, primarily for various capital projects. The current projected estimate for capital spending related to maintenance, environmental, health and safety is approximately $15 million to $25 million for the remainder of 2026, which is subject to review prior to the initiation of any project, and expected to be financed with cash on hand and with cash provided by operating activities. We expect additional capital spending related to growth projects during the remainder of 2026.
The company financed the CCS projects at its three Nebraska plants. The payments have commenced and the company is estimating annualized payments to total $17.1 million in 2026.
The company generated $55.2 million of EBITDA resulting from Section 45Z production tax credits net of discounts and other costs during the three months ended March 31, 2026. Estimated based on the current production outlook, eligible gallons, and price assumptions similar to the production tax credits that were agreed to in the fall of 2025, the company expects to generate between $200 million and $225 million of EBITDA from the generation of 45Z production tax credits for the year ended December 31, 2026. This is subject to change based on actual production volumes, CI factors at eligible plants, and the final sales price of production tax credits generated in 2026.
Our business is sensitive to the price of commodities, particularly for corn, ethanol, distillers grains, Ultra-High Protein, renewable corn oil and natural gas. We use derivative financial instruments to reduce the market risk associated with fluctuations in commodity prices. Sudden changes in commodity prices may require cash deposits with brokers for margin calls or significant liquidity with little advanced notice to meet margin calls, depending on our open derivative positions. We continuously monitor our exposure to margin calls and believe we will continue to maintain adequate liquidity to cover margin calls from our operating results and borrowings.
In August 2014 and October 2019, our Board authorized a share repurchase program of up to $200.0 million of our common stock. Under the program, we may repurchase shares in open market transactions, privately negotiated transactions, accelerated share buyback programs, tender offers or by other means. The timing and amount of repurchase transactions are determined by our management based on market conditions, share price, legal requirements and other factors. The program may be suspended, modified or discontinued at any time without prior notice. Since inception of the repurchase program, we have repurchased 10.3 million shares of common stock for approximately $122.8 million under the program. We did not repurchase any shares of common stock during the first quarter of 2026.
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We believe we have sufficient working capital for our existing operations. A continued sustained period of unprofitable operations, however, may strain our liquidity. We may sell additional assets or equity or borrow capital to improve or preserve our liquidity.
Debt
We were in compliance with our debt covenants at March 31, 2026. Based on our forecasts, we anticipate we will maintain compliance at each of our subsidiaries for the next twelve months. We cannot provide assurance that actual results will approximate our forecasts or that we will inject the necessary capital into a subsidiary to maintain compliance with its respective covenants. In the event a subsidiary is unable to comply with its debt covenants, the subsidiary’s lenders may determine that an event of default has occurred, and following notice, the lenders may terminate the commitment and declare the unpaid balance due and payable.
Corporate Activities
In March 2021, we issued $230.0 million of unsecured 2.25% convertible senior notes due in 2027 (the "2027 Notes"). The 2027 Notes bear interest at a rate of 2.25% per year, payable on March 15 and September 15 of each year. The initial conversion rate is 31.6206 shares of our common stock per $1,000 principal amount of 2027 Notes (equivalent to an initial conversion price of approximately $31.62 per share of our common stock), representing an approximately 37.5% premium over the offering price of our common stock. The conversion rate is subject to adjustment upon the occurrence of certain events, including but not limited to; the event of a stock dividend or stock split; the issuance of additional rights, options and warrants; spinoffs; or a tender or exchange offering. In addition, 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
Green Plains Shenandoah, a wholly-owned subsidiary, has a $75.0 million secured loan agreement, which matures on September 1, 2035. At March 31, 2026, the outstanding principal balance was $69.8 million on the loan and the interest rate 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 ("Tallgrass") 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. 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.
We also have small equipment financing loans, finance leases on equipment or facilities, and other forms of debt financing.
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Agribusiness and Energy Services Segment
At March 31, 2026, Green Plains Finance Company, Green Plains Grain and Green Plains Trade had total senior secured revolving commitments of $350.0 million and an accordion feature whereby amounts available under the Facility may be increased by up to $100.0 million of new lender commitments subject to certain conditions. Each SOFR rate loan shall bear interest for each day at a rate per annum equal to the Term SOFR rate for the outstanding period plus a Term SOFR adjustment and an applicable margin of 2.25% to 2.50%, which is dependent on undrawn availability under the facility. Each base rate loan shall bear interest at a rate per annum equal to the base rate plus the applicable margin of 1.25% to 1.50%, which is dependent on undrawn availability under the Facility. The unused portion of the Facility is also subject to a commitment fee of 0.275% to 0.375%, dependent on undrawn availability. At March 31, 2026, the outstanding principal balance was $14.0 million on the facility and the interest rate 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 an uncommitted $20.0 million secured revolving credit facility to finance margins related to its hedging programs that matures on April 30, 2028. Advances are subject to variable interest rates equal to SOFR plus 1.75%. At March 31, 2026, the outstanding principal balance was $20.0 million on the facility and the interest rate 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. 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 March 31, 2026.
Refer to Note 7 - Debt in the notes to the consolidated financial statements included herein for more information about our debt.
Effects of Inflation
We have experienced inflationary impacts on labor costs, wages, components, equipment, other inputs and services across our business and inflation and its impact could escalate in future quarters, many of which are beyond our control. Moreover, we have fixed price arrangements with our customers and are not able to pass those costs along in most instances. As such, inflationary pressures could have a material adverse effect on our performance and financial statements.
Contractual Obligations and Commitments
In addition to debt, our material future obligations include certain lease agreements and contractual and purchase commitments related to commodities, storage and transportation. Aggregate minimum lease payments under the operating lease agreements for future fiscal years as of March 31, 2026 totaled $73.5 million. As of March 31, 2026, we had contracted future purchases of grain, distillers grains and natural gas valued at approximately $270.1 million, future commitments for storage and transportation valued at approximately $36.6 million, and accumulated commitments related to the construction of carbon capture and sequestration equipment at our three Nebraska plants of $12.9 million. Refer to Note 12 – Commitments and Contingencies included in the notes to consolidated financial statements for more information.
Critical Accounting Policies and Estimates
Critical accounting policies, including 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. Information about our critical accounting policies and estimates are included in our annual report on Form 10-K for the year ended December 31, 2025.
Accounting for Section 45Z Production Tax Credits
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. Under this new policy, the recognition of the production tax credits is contingent on meeting the requirements of Section 45Z and the credits are generated after the low-carbon ethanol is produced. We recognize the Section 45Z production tax credits at fair value, which is determined by the expected transfer
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price of the credits. The production tax credits are recognized as current assets in the consolidated balance sheets and as a reduction of cost of goods sold in the consolidated statements of operations.
Off-Balance Sheet Arrangements
We do not have any off-balance sheet arrangements.