What changed in this filing

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Item 1. Financial Statements

2026-08-06 compared with 2026-05-07 · 246 added, 81 removed, 747 unchanged (30% of the section changed)

23 unchanged sentences

Accrued and other liabilities 42,530 39,427

Unearned revenue 29,902 27,401

Derivative financial instruments 26,605 7,901

16 unchanged sentences

Retained deficit ( 339,489 ) ( 439,576 )

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

Accumulated other comprehensive income (loss) 2,006 ( 618 )

Treasury stock, 5,667,654 shares

9 unchanged sentences

Three Months Ended

June 30, Six Months Ended

2026 2025 2026 2025

Revenues $ 446,224 $ 552,829 $ 892,028 $ 1,154,344

2 unchanged sentences

Selling, general and administrative expenses 21,707 27,605 41,244 70,517

Loss on sale of assets — 4,044 — 4,044

Depreciation and amortization expenses 23,449 27,560 47,086 49,947

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

Total costs and expenses 378,350 581,192 779,382 1,244,967

6 unchanged sentences

Income (loss) before income taxes and income (loss) from equity method investees 61,709 ( 41,667 ) 98,068 ( 113,352 )

Income tax expense ( 2,916 ) ( 106 )

Income tax benefit (expense) 5,485 ( 2,294 ) 2,569 ( 2,400 )

Income (loss) from equity method investees, net of income taxes 12 ( 28,266 ) 34 ( 29,116 )

13 unchanged sentences

Three Months Ended

June 30, Six Months Ended June 30,

2026 2025 2026 2025

Net income (loss) $ 67,206 $ ( 72,227 ) $ 100,671 $ ( 144,868 )

Other comprehensive loss, net of tax

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

Other comprehensive income (loss), net of tax

Unrealized gains (losses) on derivatives arising during the period, net of tax (expense) benefit of ($ 1,609 ), $ 2,814 , $ 1,651 and $ 3,539 , respectively

4,716 ( 8,191 ) ( 4,853 ) ( 10,498 )

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 )

Reclassification of realized losses on derivatives, net of tax benefit of ($ 3,879 ), ($ 927 ), ($ 2,544 ) and ($ 939 ), respectively

11,397 2,747 7,477 2,784

Total other comprehensive income (loss), net of tax 16,113 ( 5,444 ) 2,624 ( 7,714 )

Comprehensive income (loss) 83,319 ( 77,671 ) 103,295 ( 152,582 )

5 unchanged sentences

(unaudited and in thousands)

Three Months Ended

Six Months Ended

Cash flows from operating activities

Net income (loss) $ 100,671 $ ( 144,868 )

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

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

Depreciation and amortization 47,086 49,947

Amortization of debt issuance costs and non-cash interest expense 1,248 6,166

Loss on sale of assets — 4,044

Impairment of assets held for sale — 10,724

Inventory lower of cost or net realizable value adjustment — 2,255

12 unchanged sentences

Other 423 326

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

Net cash provided by operating activities 46,767 3,754

Cash flows from investing activities

7 unchanged sentences

Payments on short-term borrowings ( 151,949 ) ( 362,803 )

Payments of dividends and distributions ( 1,617 ) —

Purchase of minority interests ( 4,700 ) —

Net proceeds from product financing arrangement — 37,146

Payments of loan fees ( 250 ) ( 81 )

Payments related to tax withholdings for stock-based compensation ( 2,439 ) ( 1,476 )

9 unchanged sentences

Continued from the previous page

Three Months Ended

Six Months Ended

Reconciliation of total cash and cash equivalents, and restricted cash

8 unchanged sentences

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

Non-cash issuance of warrants $ 738 $ 5,656

Non-cash modification of warrants $ — $ 7,520

See accompanying notes to the consolidated financial statements.

7 unchanged sentences

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

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

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

The accompanying consolidated financial statements are prepared in accordance with GAAP for interim financial information and the instructions to Form 10-Q and Article 10 of Regulation S-X.

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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 for the change in accounting policy resulted in $ 134.0 million of production tax credits being recorded as a reduction of cost of goods sold in the first and second quarters 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):

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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.

The balance reported in the consolidated balance sheets represents the value of credits the company anticipates will be sold.

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.

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 $ 12.4 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.

29 unchanged sentences

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.

satisfies the prevailing wage requirements under Section 45Z).

Based on production and CI scores for the three and six months ended June 30, 2026, the company recorded production tax credits net of discounts of $ 68.4 million and $ 134.0 million related to Section 45Z production tax credits as a reduction of cost of goods sold, respectively.

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

29 unchanged sentences

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

Three Months Ended March 31, 2026

Three Months Ended June 30, 2026

Ethanol Production Agribusiness & Energy

14 unchanged sentences

Total Revenues $ 410,768 $ 39,546 $ ( 4,090 ) $ 446,224

Three Months Ended March 31, 2025

Six Months Ended June 30, 2026

Ethanol Production Agribusiness & Energy

14 unchanged sentences

Total Revenues $ 804,127 $ 98,151 $ ( 10,250 ) $ 892,028

Three Months Ended June 30, 2025

Ethanol Production Agribusiness & Energy

Services Eliminations Total

Revenues from contracts with customers under ASC 606

Ethanol $ — $ — $ — $ —

Distillers grains 23,708 2,945 — 26,653

Other 39,057 479 — 39,536

Intersegment revenues 199 61 ( 260 ) —

Total revenues from contracts with customers 62,964 3,485 ( 260 ) 66,189

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

Ethanol 373,039 16,220 — 389,259

Distillers grains 53,749 3,232 — 56,981

Renewable corn oil 37,401 — — 37,401

Other — 2,999 — 2,999

Intersegment revenues — 5,595 ( 5,595 ) —

Total revenues from contracts accounted for as derivatives 464,189 28,046 ( 5,595 ) 486,640

Total Revenues $ 527,153 $ 31,531 $ ( 5,855 ) $ 552,829

Six Months Ended June 30, 2025

Ethanol Production Agribusiness & Energy

Services Eliminations Total

Revenues from contracts with customers under ASC 606

Ethanol $ — $ — $ — $ —

Distillers grains 43,097 6,505 — 49,602

Other 50,301 2,132 — 52,433

Intersegment revenues 513 129 ( 642 ) —

Total revenues from contracts with customers 93,911 8,766 ( 642 ) 102,035

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

Ethanol 751,260 86,322 — 837,582

Distillers grains 111,283 9,313 — 120,596

Renewable corn oil 68,471 — — 68,471

Other — 25,660 — 25,660

Intersegment revenues — 11,299 ( 11,299 ) —

Total revenues from contracts accounted for as derivatives 931,014 132,594 ( 11,299 ) 1,052,309

Total Revenues $ 1,024,925 $ 141,360 $ ( 11,941 ) $ 1,154,344

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

Major Customer

Revenues from Customer A represented 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.

Revenues from Customer A represented approximately 74 % and 72 % of total revenues for the three and six months ended June 30, 2026, respectively, recorded within the ethanol production segment.

Revenues from Customer A represented approximately 45 % and 21 % of total revenues for the three and six months ended June 30, 2025, respectively, recorded within the ethanol production segment.

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 three and six months ended June 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 receivable from the disposal were $ 24.2 million as of June 30, 2025.

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

A pretax loss of $ 27.0 million was recorded during the three and six months ended June 30, 2025 within loss from equity method investees, net of income taxes on the consolidated statements of operations.

FAIR VALUE DISCLOSURES

10 unchanged sentences

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

Fair Value Measurements at March 31, 2026

Fair Value Measurements at June 30, 2026

Quoted Prices in

15 unchanged sentences

Derivative financial instruments - liabilities — 14,101 — 14,101

Other liabilities — 29 — 29

Total liabilities measured at fair value $ — $ 25,820 $ — $ 25,820

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

(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.

(1) Accounts payable is generally stated at historical amounts with the exception of $ 11.7 million and $ 28.6 million at June 30, 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.

(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.

As of June 30, 2026, the fair value of the company’s debt was approximately $ 542.3 million compared with a book value of $ 483.7 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 $ 85.9 million and $ 74.4 million at March 31, 2026 and December 31, 2025, respectively.

The company believes the fair value of its accounts receivable approximated book value, which was $ 79.6 million and $ 74.4 million at June 30, 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.

15 unchanged sentences

Three Months Ended

June 30, Six Months Ended

2026 2025 2026 2025

Ethanol production

11 unchanged sentences

Three Months Ended

June 30, Six Months Ended

2026 2025 2026 2025

Cost of goods sold

5 unchanged sentences

Three Months Ended

June 30, Six Months Ended

2026 2025 2026 2025

Ethanol production (1) (2)

3 unchanged sentences

Three Months Ended

June 30, Six Months Ended

2026 2025 2026 2025

Depreciation and amortization

1 unchanged sentence

Agribusiness and energy services (3)

31 3,860 62 4,458

Corporate activities 745 782 1,133 1,536

1 unchanged sentence

Three Months Ended

June 30, Six Months Ended

2026 2025 2026 2025

Operating income (loss)

Ethanol production (2) (4) (5)

$ 70,977 $ ( 12,218 ) $ 110,399 $ ( 51,768 )

Agribusiness and energy services (3)

6,699 849 20,531 3,282

Corporate activities (6) (7)

1 unchanged sentence

$ 67,874 $ ( 28,363 ) $ 112,646 $ ( 90,623 )

(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

March 31, 2025

(1) Ethanol production includes $ 60.4 million and $ 116.5 million of Section 45Z production tax credits net of discounts and other costs for the three and six months ended June 30, 2026, respectively, recorded as a reduction of cost of goods sold.

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

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

(4) Ethanol production includes $ 58.7 million and $ 113.9 million of 45Z production tax credits recorded net of discounts, other costs and selling, general and administrative expenses for the three and six months ended June 30, 2026, respectively.

(5) Ethanol production includes impairment of assets held for sale of $ 10.7 million for the three and six months ended June 30, 2025.

(6) Corporate activities includes $ 1.7 million and $ 12.0 million of restructuring costs for the three and six months ended June 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 loss on sale of assets of $ 4.0 million for the three and six months ended June 30, 2025.

During the three and six months ended June 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):

Three Months Ended June 30, 2025

Ethanol production Agribusiness and energy services Corporate activities Subtotal

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Total restructuring costs $ 349 517 1,653 $ 2,519

Six Months Ended June 30, 2025

Ethanol production Agribusiness and energy services Corporate activities Subtotal

Cost of goods sold $ 2,345 597 — $ 2,942

Selling, general and administrative expenses 474 2,037 11,994 14,505

Other, net — 154 1,505 1,659

Total restructuring costs $ 2,819 2,788 13,499 $ 19,106

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

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

Three Months Ended March 31, 2026

Three Months Ended June 30, 2026

Ethanol production Agribusiness and energy services Subtotal

4 unchanged sentences

Unallocated corporate expenses (1)

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

Income tax benefit, net of equity method income taxes 5,485

Net income $ 67,206

Three Months Ended March 31, 2025

Six Months Ended June 30, 2026

Ethanol production Agribusiness and energy services Subtotal

5 unchanged sentences

Income tax benefit, net of equity method income taxes 2,569

Net income $ 100,671

Three Months Ended June 30, 2025

Ethanol production Agribusiness and energy services Subtotal

EBITDA $ 8,992 $ 5,028 $ 14,020

Depreciation and amortization ( 22,918 ) ( 3,860 ) ( 26,778 )

Interest expense ( 6,610 ) ( 1,927 ) ( 8,537 )

Subtotal $ ( 20,536 ) $ ( 759 ) $ ( 21,295 )

Unallocated corporate expenses (1)

Income tax expense, net of equity method income taxes ( 1,885 )

Net loss $ ( 72,227 )

Six Months Ended June 30, 2025

Ethanol production Agribusiness and energy services Subtotal

EBITDA $ ( 10,424 ) $ 8,184 $ ( 2,240 )

Depreciation and amortization ( 43,953 ) ( 4,458 ) ( 48,411 )

Interest expense ( 11,430 ) ( 4,354 ) ( 15,784 )

Subtotal $ ( 65,807 ) $ ( 628 ) $ ( 66,435 )

Unallocated corporate expenses (1)

Income tax expense, net of equity method income taxes ( 1,720 )

Net loss $ ( 144,868 )

(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.

19 unchanged sentences

DERIVATIVE FINANCIAL INSTRUMENTS

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.

At June 30, 2026, the company’s consolidated balance sheet reflected unrealized gains of $ 2.0 million, net of tax, in accumulated other comprehensive income (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.

5 unchanged sentences

2026 December 31,

2025 March 31,

2025 June 30,

2026 December 31,

3 unchanged sentences

Total $ 15,159 $ 6,927 $ 14,130 $ 7,902

(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.

(1) At June 30, 2026, derivative financial instruments, as reflected on the balance sheet, includes net unrealized gains on exchange traded futures and options contracts of $ 8.8 million 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.

(3) At June 30, 2026, derivative financial instruments, as reflected on the balance sheet, includes net unrealized losses on exchange traded futures and options contracts of $ 12.5 million, which included $ 8.7 million of net unrealized losses on derivative financial instruments designated as cash flow hedging instruments, $ 0.5 million of net unrealized gains on derivative financial instruments designated as fair value hedging instruments and the balance representing economic hedges.

Refer to Note 4 - 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 Loss

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

June 30, Six Months Ended

2026 2025 2026 2025

Revenues $ ( 17,647 ) $ — $ ( 17,257 ) $ ( 25 )

Cost of goods sold 2,371 ( 3,674 ) 7,236 ( 3,698 )

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

Net loss recognized in income (loss) before income taxes $ ( 15,276 ) $ ( 3,674 ) $ ( 10,021 ) $ ( 3,723 )

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

1 unchanged sentence

Derivatives Three Months Ended

June 30, Six Months Ended

2026 2025 2026 2025

Commodity contracts $ 6,325 $ ( 11,005 ) $ ( 6,504 ) $ ( 14,037 )

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on Derivatives Three Months Ended

June 30, Six Months Ended

2026 2025 2026 2025

Exchange-traded futures and options Revenues $ 7,747 $ 2,427 $ ( 5,532 ) $ 5,319

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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):

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

June 30, 2026 December 31, 2025

Line Item in the Consolidated Balance Sheets 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 $ 7,883 $ ( 16 ) $ 24,736 $ ( 8,938 )

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,

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

Revenue Cost of

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Commodity contracts

Amount of gain (loss) on exchange-traded futures reclassified from accumulated other comprehensive income into income $ 390 $ 4,865 $ ( 25 ) $ ( 24 )

Amount of (loss) income on exchange-traded futures reclassified from accumulated other comprehensive income into income $ ( 17,647 ) $ 2,371 $ — $ ( 3,674 )

Gain (loss) on fair value hedging relationships

3 unchanged sentences

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 $ ( 17,647 ) $ 2,058 $ — $ ( 3,180 )

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

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

Revenue Cost of

Goods Sold Revenue Cost of

Gain (loss) on cash flow hedging relationships

Commodity contracts

Amount of (loss) income on exchange-traded futures reclassified from accumulated other comprehensive income into income $ ( 17,257 ) $ 7,236 $ ( 25 ) $ ( 3,698 )

Gain (loss) on fair value hedging relationships

Commodity contracts

Fair-value hedged inventories — ( 154 ) — ( 111 )

Exchange-traded futures designated as hedging instruments — 562 — 1,974

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 $ ( 17,257 ) $ 7,644 $ ( 25 ) $ ( 1,835 )

The notional volume of open commodity derivative positions as of June 30, 2026 are as follows (in thousands):

Exchange-Traded (1)

5 unchanged sentences

Futures 28,140 (3)

Futures ( 2,845 ) (4)

Futures ( 34,230 ) Gallons Ethanol

6 unchanged sentences

MmBTU Natural Gas

Futures ( 13,680 ) Pounds Soybean Oil

Options 3,953 Pounds Soybean Oil

Options 983 MmBTU Natural Gas

Forwards 33,106 — Bushels Corn

9 unchanged sentences

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 $ 5.6 million and $ 2.6 million for the three months ended March 31, 2026 and 2025, respectively, on energy trading contracts.

Included in revenues are net gains of $ 2.1 million and $ 7.7 million for the three and six months ended June 30, 2026, respectively, and net gains of $ 2.7 million and $ 5.3 million for the three and six months ended June 30, 2025, respectively, on energy trading contracts.

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

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Total long-term debt $ 387,176 $ 361,992

(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.

(1) The 2.25 % notes had $ 0.2 million and $ 0.4 million of unamortized debt issuance costs as of June 30, 2026 and December 31, 2025, respectively.

(2) The 5.25 % notes had $ 7.1 million and $ 8.0 million of unamortized debt issuance costs as of June 30, 2026 and December 31, 2025, respectively.

(3) The loan had $ 0.2 million of unamortized debt issuance costs as of both June 30, 2026 and December 31, 2025, respectively.

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

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the event of a stock dividend or stock split;

the issuance of additional rights, options and warrants;

the issuance of additional rights, options

and warrants;

or a tender or exchange offering.

6 unchanged sentences

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.

At June 30, 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

8 unchanged sentences

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

At June 30, 2026, the interest rate on the loan was 5.77 %.

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.

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Agribusiness and Energy Services Segment

On March 25, 2022, Green Plains Finance Company, Green Plains Grain and Green Plains Trade (collectively, the “Borrowers”), all wholly owned subsidiaries of the company, together with the company, as guarantor, entered into a five-year , $ 350.0 million senior secured sustainability-linked revolving Loan and Security Agreement (the “Facility”) with a

group of financial institutions.

This transaction refinanced the separate credit facilities previously held by Green Plains Grain and Green Plains Trade.

As of March 31, 2026 the Facility was set to mature on March 25, 2027.

On April 17, 2026, the Facility was 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.

The Facility includes revolving commitments totaling $ 300.0 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 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”).

At June 30, 2026, the interest rate on the Facility was 6.24 %.

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

At June 30, 2026, the interest rate on the facility was 5.34 %.

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

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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.

The company had no outstanding short-term notes payable related to the inventory financing agreement as of June 30, 2026.

Covenant Compliance

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

The company was in compliance with its debt covenants as of June 30, 2026.

Restricted Net Assets

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.

At June 30, 2026, there were approximately $ 44.0 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

The company has an equity incentive plan which reserved a total of 6.9 million shares of common stock for issuance pursuant to the plan, of which 1.0 million shares remain available for issuance.

The plan provides for shares, including options to purchase shares of common stock, stock appreciation rights tied to the value of common stock, restricted stock, performance share awards, and restricted and deferred stock unit awards, to be granted to eligible employees, non-employee directors and consultants.

The company has an equity incentive plan which reserves shares of common stock for issuance pursuant to the plan.

On June 5, 2026, the shareholders of the company approved an additional 2.0 million shares of common stock for stock-based compensation, as approved by the board of directors in April of 2026.

As of June 30, 2026, the equity incentive plan reserved a total of 8.9 million shares of common stock for issuance pursuant to the plan, of which 2.9 million shares remain available for issuance.

The plan provides for shares, including options to purchase shares of common stock, stock

appreciation rights tied to the value of common stock, restricted stock, performance share awards, and restricted and deferred stock unit awards, to be granted to eligible employees, non-employee directors and consultants.

The company measures stock-based compensation at fair value on the grant date, with no adjustments for estimated forfeitures.

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Restricted Stock Awards and Deferred Stock Units

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

The restricted non-vested stock awards and deferred stock units activity for the six months ended June 30, 2026 is as follows:

Deferred Stock

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Vested ( 534,534 ) 8.44

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

Non-Vested at June 30, 2026 904,991 $ 10.44 2.0

Performance Share Awards

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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:

The non-vested performance share award activity for the six months ended June 30, 2026 is as follows:

Shares Weighted-

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Vested ( 46,064 ) 12.56

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

Non-Vested at June 30, 2026 586,952 $ 13.79 1.9

Stock-Based Compensation Expense

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.

Compensation costs for the stock-based payment plan were $ 2.3 million and $ 4.2 million for the three and six months ended June 30, 2026, respectively, and $ 2.3 million and $ 11.1 million for the three and six months ended June 30, 2025 , respectively, with the decrease primarily driven by accelerated vesting for the company's former CEO in the prior period.

At June 30, 2026, there was $ 13.5 million of unrecognized compensation costs from stock-based compensation related to non-vested awards.

This compensation is expected to be recognized over a weighted-average period of approximately 1.9 years.

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Three Months Ended

June 30, Six Months Ended June 30, 2025

2026 2025 2026 2025

Net income (loss) attributable to Green Plains $ 67,149 $ ( 72,238 ) $ 100,087 $ ( 145,144 )

Weighted average shares outstanding - basic (1)

69,112 66,491 68,977 65,287

EPS - basic $ 0.97 $ ( 1.09 ) $ 1.45 $ ( 2.22 )

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5.25 % convertible notes due 2030

2,265 — 4,530 —

Net income (loss) attributable to Green Plains - diluted $ 69,727 $ ( 72,238 ) $ 105,243 $ ( 145,144 )

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2.25 % convertible notes due 2027

1,897 — 1,897 —

5.25 % convertible notes due 2030

12,723 — 12,723 —

Effect of dilutive stock-based compensation awards 762 — 784 —

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

(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.

— 7,938 — 7,857

(1) For the three and six months ended June 30, 2026, weighted average shares outstanding - basic includes the impact of 500,000 warrants outstanding as of June 30, 2026 that have an exercise price of $ 0.01 .

For the three and six months ended June 30, 2025, weighted average shares outstanding - basic includes the impact of 3.5 million warrants outstanding as of June 30, 2025 that have an exercise price of $ 0.01 .

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

STOCKHOLDERS’ EQUITY

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

Purchase of FQT Minority Interests

On June 16, 2026, the company issued warrants to BlackRock in a private placement to purchase 500,000 shares of our common stock at an exercise price of $ 0.01 per share and an exercise period ending on June 16, 2036.

These warrants were issued in connection with the company's purchase of BlackRock's minority interest in FQT, are equity-based and recorded in additional paid-in capital.

On May 8, 2026, the company entered into an agreement with Ospraie Partners LLC to purchase its minority interest in FQT for $ 5.2 million.

The company retains a majority interest in FQT and continues to consolidate its results within its consolidated financial statements.

Components of stockholders’ equity for the three and six months ended June 30, 2026 and 2025 are as follows (in thousands):

Common Stock Additional

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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 income — — — 67,149 — — — 67,149 57 67,206

Distributions declared — — — — — — — — ( 1,617 ) ( 1,617 )

Other comprehensive income (loss) before reclassification — — — — 4,716 — — 4,716 — 4,716

Amounts reclassified from accumulated other comprehensive income (loss) — — — — 11,397 — — 11,397 — 11,397

Other comprehensive income, net of tax — — — — 16,113 — — 16,113 — 16,113

Purchase of FQT minority interest — — ( 1,525 ) — — — — ( 1,525 ) ( 3,640 ) ( 5,165 )

Issuance of warrants for FQT minority interest — — 738 — — — — 738 ( 738 ) —

Stock-based compensation 63 — 2,283 — — — — 2,283 — 2,283

Balance, June 30, 2026 75,766 $ 76 $ 1,268,815 $ ( 339,489 ) $ 2,006 5,668 $ ( 61,474 ) $ 869,934 $ ( 89 ) $ 869,845

Common Stock Additional

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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 — — — ( 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 subsidiary — — — — — — — — 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

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

Three Months Ended

March 31, Statements of

June 30, Six Months Ended

June 30, Statements of

Classification

2026 2025 2026 2025

Gains (losses) on cash flow hedges

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Total losses on cash flow hedges ( 15,276 ) ( 3,674 ) ( 10,021 ) ( 3,723 ) (3)

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

Income tax expense 3,879 927 2,544 939 (4)

Amounts reclassified from accumulated other comprehensive loss $ ( 11,397 ) $ ( 2,747 ) $ ( 7,477 ) $ ( 2,784 )

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

(4) Income tax benefit

(4) Income tax benefit (expense)

The company records actual income tax expense or benefit during interim periods rather than on an annual effective tax rate method.

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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 of 2017, and expanding certain IRA 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, 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.

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 company recorded income tax benefit of $ 2.6 million for the six months ended June 30, 2026, compared with income tax expense of $ 2.4 million for the same period in 2025.

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

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.

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Three Months Ended

June 30, Six Months Ended

2026 2025 2026 2025

Lease expense

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Variable lease expense (1)

353 104 957 326

Total lease expense $ 7,305 $ 7,589 $ 14,766 $ 15,139

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Three Months Ended

June 30, Six Months Ended

2026 2025 2026 2025

Cash paid for amounts included in the measurement of lease liabilities

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Lease liabilities $ 64,944

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 .

The company has two additional railcar operating leases commencing during the third quarter of 2026 with undiscounted future lease payments of approximately $ 5.7 million and lease terms of five years .

These amounts are not included in the tables above.

Other Commitments

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 June 30, 2026, the company had contracted future purchases of grain, ethanol, distillers grains and natural gas, valued at approximately $ 204.3 million and future commitments for storage and transportation, valued at approximately $ 32.9 million.

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

As of 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.

As of June 30, 2026, the company had incurred $ 12.4 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, including worker's compensation 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.

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