Green Plains Inc.: Form 10-Q for the period ended Sep 30, 2025

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, 2024.

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, 2024 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; 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; 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, 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 264 million bushels of corn annually, when all plants are operating. Today, our focus is on operating safely, efficiently and cost-effectively while reducing the CI of our products and maintaining financial flexibility to support long-term growth.

During the year, under new leadership, the company completed targeted asset sales, strengthened liquidity and reduced debt, positioning Green Plains to capture value from the next phase of the low-carbon transition. Our streamlined platform is positioned to create value through our focus on operational excellence, continuous improvement and disciplined capital allocation.

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 and renewable corn oil at nine biorefineries in Illinois, Indiana, Iowa, Minnesota and Nebraska. At capacity, our nine facilities are capable of processing approximately 264 million bushels of corn per year and producing approximately 783 million gallons of ethanol, 1.8 million tons of distillers grains and Ultra-High Protein, and 271 million pounds of renewable corn oil, a low-carbon feedstock for biodiesel, renewable diesel and SAF. Our eight facilities currently in operation are capable of processing approximately 223 million bushels of corn and producing 664 million gallons of ethanol, 1.5 million tons of distillers grains and Ultra-High Protein, and 230 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 3rd party and also sell and distribute our ethanol plant co-products, including distillers grains and corn oil. We also buy and sell natural gas and other commodities in various markets.

Our carbon reduction strategy plays a central role in achieving lower CI biofuel production and participation in various clean fuel programs. Carbon capture and storage ("CCS") is operational at our York, Nebraska facility with additional systems expecting to be online at Central City and Wood River, Nebraska during the fourth quarter of 2025. These plants are connected to the Tallgrass Trailblazer CO2 Pipeline, while our Iowa and Minnesota locations are committed to CCS through Summit Carbon Solutions, which publicly 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 are expected to qualify for the Section 45Z Clean Fuel Production Credit beginning in 2026, with six facilities expected to qualify in 2025, inclusive of three 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

CCS Commencing Operations

CCS equipment at our York, Nebraska, plant began operations on October 14, 2025, and is delivering biogenic carbon dioxide to the Tallgrass Trailblazer pipeline for permanent sequestration. In late October 2025, carbon capture facilities in Central City and Wood River, Nebraska began commissioning and ramping up following successful system validation and startup activities.

Convertible Debt Exchange

On October 27, 2025, the company executed separate, privately negotiated exchange agreements with certain of the holders of its existing 2.25% Convertible Senior Notes due 2027 (the “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”). $200 million in aggregate principal amount of the 2030 Notes is now outstanding, and $60 million in aggregate principal amount of the 2027 Notes remains outstanding with existing terms unchanged.

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

The 2030 Notes will bear interest at a rate of 5.25% per year, payable on May 1 and November 1 of each year, beginning May 1, 2026. The notes will be general senior, unsecured obligations of the company. 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.

Production Tax Credits

The company expects to benefit from certain clean energy related tax credits as a result of recent changes in legislation. All eight of our operating ethanol plants do or will qualify for 45Z production tax credits under Section 45Z with six positioned to claim credits in 2025 and all eight in 2026. Based on production and CI scores for the nine months ended September 30, 2025, the company recorded income tax benefit of $26.5 million, net of a valuation allowance, related to 45Z production tax credits at certain plants within deferred income taxes, and expects to benefit from certain energy related tax credits in future years.

Tax Credit Purchase Agreement

On September 16, 2025, the company entered into an agreement, pursuant to which the company agreed to supply production tax credits available under Section 45Z to a buyer from the production of the company's ethanol at its Nebraska facilities between January 1, 2025 and December 31, 2025. Under the agreement, the company expects to deliver up to $65 million worth of credits, upon satisfaction of certain conditions. Based on current expectations for production volumes and eligible gallons, the agreement and term sheet combined are expected to generate between $40 and $50 million in 2025 Section 45Z adjusted EBITDA, net of discounts and applicable operating expenses, with the first credits recorded in the third quarter of 2025. The final proceeds are dependent on actual production and CI scores at the company's facilities.

Green Plains Obion LLC Disposition

On August 27, 2025, the company announced that its wholly owned subsidiary, Green Plains Obion LLC, entered into an asset purchase agreement for the sale of the ethanol plant located in Rives, Tennessee, to POET Biorefining - Obion, LLC. On September 25, 2025, the company closed on the sale and received proceeds of $170 million plus related working capital (the “POET Transaction”). A gain of $36.0 million was recorded in gain on sale of assets, net on the consolidated statements of operations. The proceeds from the sale were used to repay the outstanding balance of the Junior Notes due 2026 and to supplement corporate liquidity.

Junior Notes and Warrant Amendments

On August 10, 2025, the company amended and restated the indenture covering the Junior Notes with BlackRock to extend the maturity date to September 15, 2026, with an amendment fee of 2.5% added to the principal balance of the Junior Notes, payable at the maturity date. The interest rate increased by 0.5% after the amendment, and by an additional 0.5% each quarter on each scheduled interest payment date. In addition to previous assets and equity securities pledged, the Junior Notes were then also secured by the assets and the real property owned by Green Plains Central City LLC. The amendment added certain financial covenant requirements, including restrictions on additional debt and certain transfer of assets. Also as part of the amendment, the company executed a subscription agreement with certain funds and accounts under management by BlackRock pursuant to which the company agreed to issue, and certain funds and accounts under management by BlackRock purchased, 3,250,000 stock warrants at a strike price of $0.01 per share with a ten year exercise period. The amendment also included the right for such funds and accounts to exchange up to 750,000 warrants for a pro rata share of $6 million of outstanding principal of Junior Notes. The subscription agreement obligated the company to register for resale the shares of common stock underlying warrants issued to BlackRock. On September 25, 2025, proceeds from the POET Transaction were used to fully retire the Junior Notes. As of September 30, 2025, 1,250,000 of the 2029 warrants and 2,000,000 of the 2035 warrants were exercised leaving 750,000 of the 2029 warrants outstanding. These outstanding warrants were subsequently exercised on October 3, 2025.

On May 7, 2025, the company amended its $125 million of Junior Notes to extend the maturity date to May 15, 2026, with an amendment fee of 2.0% added to the principal balance of the Junior Notes, payable at the maturity date. Further, the strike price of the warrants was revised from $22.00 to $0.01 and the maturity date extended from April 28, 2026 to December 31, 2029.

GP Turnkey Tharaldson LLC Disposition

On June 30, 2025, the company sold its 50% investment in GP Turnkey Tharaldson LLC for $25.0 million. A preliminary pretax loss of $26.2 million was recorded during the nine months ended September 30, 2025.

Product Financing Arrangement

On June 16, 2025, the company entered into a product financing arrangement with a financial institution in which it received up front payment of $38.4 million for corn oil that the company has an obligation to repurchase in weekly increments through January of 2026. As of September 30, 2025, a liability of $20.9 million was recorded within product financing arrangement on the consolidated balance sheets.

Ancora Credit Facility and Warrants

On May 7, 2025, the company entered into a secured $30 million revolving credit facility with Ancora Alternatives LLC, that matured on July 30, 2025. The facility bore interest at 10% on borrowings and had a 0.5% fee on the unused balance. Interest and fees were due on the 5th of each month. Also executed as part of the credit facility, the company issued 1,504,140 stock warrants at a strike price of $0.01 per share. The warrants had a ten year exercise period. On August 29, 2025, the Ancora warrants were fully exercised.

Ethanol Marketing Agreement with Eco-Energy, LLC

On April 16, 2025, the company entered into an ethanol marketing agreement with Eco-Energy, LLC. The marketing agreement is for a term of five years, with certain early termination rights, and requires the company to sell exclusively to Eco-Energy LLC, and for Eco-Energy LLC to purchase from the company all fuel grade ethanol, or other ethanol specifications as agreed to for a predetermined market-based marketing fee that may be adjusted based on gallons shipped. Eco-Energy, LLC has also agreed to handle certain back office duties related to the ethanol marketing and logistics across the company's platform, providing end-to-end support to optimize value, expand market access and improve supply chain efficiency. On April 14, 2025, a conforming amendment was entered into on the $350 million revolver to accommodate concentration risk with Eco-Energy, LLC.

Cooperation Agreement

On April 11, 2025, the company entered into a Cooperation Agreement with Ancora Holdings Group, LLC, a long-term shareholder, which outlines certain compositional changes to the Board, and provides for a standstill, voting commitment and other customary provisions.

The changes to the Board resulted in the appointment of three individuals as independent members on April 14, 2025, Steve Furcich, Carl Grassi, and Patrick Sweeney. These individuals were appointed as part of the continuation of the company's refreshment of the Board as they possess additive experience in key areas such as the agriculture and commodities sector, capital allocation, finance, long-term planning, and strategic reviews and transactions. From April 14, 2025, through the Annual Meeting, the appointments resulted in an expansion of the Board to ten members. The Board was reduced to eight members due to Ejnar A. Knudsen III and Alain Treuer not standing for re-election at this year’s Annual Meeting.

Leadership Transition

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

The Board appointed Michelle Mapes, Chief Legal & Administration Officer, as Interim Principal Executive Officer, and also appointed an executive committee comprised of Ms. Mapes, Jamie Herbert, Chief Human Resource Officer, Chris Osowski, Executive Vice President, Operations and Technology, and Imre Havasi, Senior Vice President – Head of Trading and Commercial Operations, which led the company until Mr. Becker’s successor was appointed. The Board designated Ms. Mapes as Interim Principal Executive Officer, effective as of March 1, 2025. As part of the company’s corporate reorganization and cost reduction initiative, Michelle Mapes' position as Chief Legal and Administration Officer and Corporate Secretary will be eliminated, effective no later than December 31, 2025, and both Grant Kadavy's position of EVP - Commercial Operations and Leslie van der Meulen's position of EVP - Product Marketing and Innovation were eliminated, effective February 6, 2025.

On August 19, 2025, the Board of Directors of the company appointed Chris Osowski as Chief Executive Officer and member of the Board of Directors of the company, effective immediately. Mr. Osowski recently served as a member of the company’s Executive Committee since March 2025 and served as Executive Vice President, Operations and Technology since January 2022. Also, in connection with Mr. Osowski’s appointment, the company promoted Trent Collins to serve as Senior Vice President of Operations.

Restructuring Costs

As part of the strategic review process, in early 2025, the company launched a corporate reorganization and cost reduction initiative that will significantly reduce selling, general and administrative expenses on an ongoing basis. As part of this initiative, the company identified approximately $50 million of financial improvement annually, inclusive of savings from idling the Fairmont, Minnesota facility, transitioning to a third party ethanol marketer, and realigning corporate and trade group selling, general and administrative functions to reflect current strategic priorities. As a result of the reorganization, the company recorded one-time restructuring costs of $2.7 million and $21.8 million for the three and nine months ended September 30, 2025, respectively, which includes severance related to the departure of its former CEO.

Strategic Review

On August 27, 2025, the company announced the conclusion of its strategic review process, which began in February 2024. Following a comprehensive evaluation, the Board of Directors considered a range of alternatives and determined that the Company is best positioned to deliver shareholder value by executing its current strategy under existing leadership. This outcome of the review has provided a roadmap for continued operational execution and capital discipline.

Idling of Clean Sugar Technology facility in Shenandoah, Iowa

During the first quarter, the company idled its operations at the CST™ facility in Shenandoah, Iowa, as the company focuses on optimizing its product mix to maximize current returns. CST™ has already proven its ability to produce a high-purity dextrose with a lower CI and the company remains confident in its commercial potential. The decision to temporarily pause operations presents an opportunity to further refine the dextrose production process.

Idling of Fairmont, Minnesota Plant

In January 2025, the company idled its 119 million gallon ethanol plant in Fairmont, Minnesota as a result of persistent margin pressures, and the majority of the staff was terminated. The company is continuing to monitor the potential of 45Z production tax credit monetization, which would be further enhanced by carbon capture and sequestration. This would fundamentally reshape the economics of the facility.

Results of Operations

During the third quarter of 2025, we maintained an average utilization rate of approximately 87.3% of capacity, or 100.7% excluding Fairmont, resulting in ethanol production of 197.3 mmg, compared with 220.2 mmg, or 96.8% of capacity, for the same quarter last year. Our operating approach emphasizes operational excellence, disciplined production, margin optimization and cost efficiency. We may adjust run rates in response to margin conditions, feedstock costs and demand for ethanol to enhance overall returns.

Green Plains continues to focus on being a low-cost, low-carbon producer of ethanol and related co-products. Through ongoing operational improvements, carbon reduction initiatives and continuous performance monitoring at each facility, we aim to enhance reliability and reduce variability in results. Our objective is continuous improvement in operating efficiency, working capital management and carbon-intensity to position the company to benefit from future low-carbon market developments.

U.S. Ethanol Supply and Demand

According to the EIA, domestic ethanol production averaged 1.07 million barrels per day during the third quarter of 2025, which was consistent with the barrels produced per day for the same quarter last year. Refiner and blender input volume was 911 thousand barrels per day for the third quarter of 2025, compared with 914 thousand barrels per day for the same quarter last year. Gasoline demand was 1.3% lower than the prior year at 8.9 million barrels per day during the third quarter of 2025. U.S. domestic ethanol ending stocks decreased by approximately 0.7 million barrels compared to the prior year, or 3.0%, to 22.8 million barrels as of September 30, 2025.

Global Ethanol Supply and Demand

According to the USDA Foreign Agriculture Service, domestic ethanol exports through July 31, 2025, were approximately 1,228 mmg, up from the 1,071 mmg for the same period of 2024. Canada was the largest export destination for U.S. ethanol accounting for approximately 34% of domestic ethanol export volume, driven in part by their national clean fuel standard. The Netherlands, United Kingdom, and India accounted for approximately 13%, 10%, and 10%, respectively, of U.S. ethanol exports. We currently estimate that net ethanol exports will range from 2.0 to 2.2 billion gallons in 2025, based on historical demand from a variety of countries and certain countries that seek to improve their air quality, reduce GHG 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 third quarter of 2025, soybean crush was approximately 583 million bushels, up 65 million bushels from the 518 million bushels crushed during the third quarter of 2024. Soybean oil stocks were 1.2 billion pounds, which was up from the 1.1 billion pounds of stocks as of September 30, 2024. Soybean meal production was 13.9 million short tons for the third quarter of 2025, up from the 12.2 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. Following the transition in U.S. presidential administration in early 2025, multiple executive orders signaling a shift in federal energy and environmental policy have been issued. These actions have included prioritization of domestic energy production, including fossil fuel sources, and challenges to state-level climate initiatives. As a result, there remains uncertainty regarding the future of federal support for renewable fuels and low-carbon programs. While we believe that biofuels remain aligned with the broader goals of U.S. energy independence and energy security, we continue to closely monitor evolving federal and state regulatory developments that may affect the supply, demand, or economic incentives for renewable fuels.

On June 13, 2025, the Federal Energy Regulatory Commission (“FERC”) issued an order approving a Stipulation and Consent Agreement ("Consent Agreement") between the Office of Enforcement (“OE”) and the company. The Consent Agreement resolved the OE’s investigation into trading activity conducted by the company which occurred during 2023. As part of the Consent Agreement, the company agreed to pay a civil penalty of $0.9 million, pay $23 thousand in restitution and interest, implement enhancements to its compliance program and be subject to certain trading restrictions.

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 EPA's proposed Corporate Average Fuel Economy (CAFE) standards further incentivize EV production. Sales of EVs in the U.S. were approximately 437 thousand vehicles during the third quarter of 2025, which represented approximately 10.5% of new vehicles sales, a new record and a significant increase from the 8.6% share in the third quarter of 2024. Transition of the light duty surface transportation fleet from internal combustion engines to EVs could decrease the demand for ethanol. However, the current administration has taken steps to roll back the CAFE standards issued by the prior administration.

The IRA, signed into law on August 16, 2022, created a new Clean Fuel Production Credit, Section 45Z of the Internal Revenue Code, of up to $1.00 per gallon for non-SAF fuels and $1.75 per gallon for SAF, depending on the level of GHG reduction below 50 CI for each gallon produced from 2025 to 2027. The IRA also expanded the carbon capture and sequestration credit, Section 45Q of the Internal Revenue Code, to $85 for each metric ton of carbon dioxide sequestered, though it cannot be claimed in conjunction with the Section 45Z Clean Fuel Production Credit. It also increased funding for climate-smart agriculture and working lands conservation programs for farmers by $20 billion and provided credits for the production and purchase of EVs, which could impact the amount of internal combustion engines built and sold longer term, and by extension impact the demand for liquid fuels including ethanol. There are numerous additional clean energy credits included in the IRA, including investment tax credits for construction of clean energy infrastructure, that could impact us and our overall competitiveness.

OBBB, which was signed into law on July 4, 2025, made significant changes to several clean energy tax credits beginning in 2026. The legislation extended the Section 45Z tax credit to 2029; eliminated the indirect land use change penalty for crop-based feedstocks; restricted eligibility to fuel feedstocks under the United States-Mexico-Canada Agreement; established Foreign Entity of Concern (FEOC) restrictions; clarified that negative emissions rates, with the exception of animal manure, are not allowed; enhanced the language on qualified sales; and reinstated the Small-Agri-biodiesel Producer Credit (section 40A), which was boosted to $0.20 per gallon and can be claimed in addition to any credit received under Section 45Z. The legislation also established credit value parity for carbon utilization, including enhanced oil recovery, under the Section 45Q tax credit, which also includes FEOC restrictions.

Regulatory rulemaking for the administration of these programs is underway, and the final regulations could impact many aspects of our business. On January 10, 2025, the U.S. Department of Treasury issued a notice of intent to propose rulemaking on the Section 45Z Clean Fuel Production Credit, which it published on February 3, 2025 in Internal Revenue Bulletin 2025-6, and on January 15, 2025 the Department of Energy released an updated Section 45ZCF-GREET model for calculating CI values of various feedstocks and finished fuels under Section 45Z. Additionally, on January 15, 2025, the USDA put forth interim rules around climate smart agriculture for crops serving as feedstocks for biofuel production, including corn, soybeans and sorghum, though it was not incorporated into Treasury’s Section 45Z proposed rulemaking at this time. While the proposed regulations are subject to change, and the GREET model could continue to be updated such as on May 30, 2025 when the Department of Energy released a new version of the Section 45ZCF-GREET model, as of this filing the model indicates that CCS could reduce the CI of corn ethanol by approximately 33 points, and that distillers corn oil used to produce biodiesel, renewable diesel or SAF has a lower CI score relative to most other feedstocks. Additionally, the Section 45Z guidance excluded imported used cooking oil from qualifying for the credit if used as a feedstock to produce on-road fuels, though it still qualifies to produce SAF.

The RFS sets a floor for biofuels use in the United States. In June 2025, the EPA proposed RVOs for 2026 and 2027, setting the implied conventional ethanol levels at 15 billion gallons for 2026 and 2027. The EPA also proposed an increase in biomass-based diesel volumes over the two years, setting the volumes at 5.61 billion gallons for 2026 and 5.86 billion for 2027. The EPA also included a decrease in the 2025, 2026, and 2027 cellulosic volumes despite the fact that throughout 2024 and 2025, the EPA has approved many of the pending corn kernel fiber registrations which have been languishing for years at the agency. Additionally, the EPA completely removed the e-RIN pathway and the definition of renewable electricity from the RFS program and proposed to amend RFS regulations so that foreign biofuels and feedstocks would only generate 50 percent of the RIN value relative to domestic biofuels and feedstocks. The EPA held a public hearing on the RVO proposal on July 8, 2025 and opened a 45-day comment period closing on August 8, 2025.

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. On February 6, 2025, the U.S. Supreme Court denied the new administration’s request to delay the case and oral arguments took place on March 25, 2025 with a final ruling issued on June 18, 2025. The Supreme Court ruled that the D.C. Circuit Court is the proper venue for legal challenges to SREs.

In 2019, the EPA issued emergency One-Pound Reid Vapor Pressure (RVP) 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 2025 driving season marking the seventh consecutive year that E15 is able to be sold year-round nationwide, with the exception of California which has not approved the fuel. On October 25, 2024, the Governor of California issued a directive to CARB to expedite the ongoing multi-year review process for approving the use of E15 in the State and on June 27, 2025 signed a budget bill that includes additional funding for CARB to complete the review process.

The EPA has also allowed for the elimination of the One-Pound Waiver for E10 in several Midwestern states beginning with the 2025 summer driving season, 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. On February 21, 2025, the EPA announced it will uphold the April 28, 2025 implementation date and allowed states until February 26, 2025 to submit a request for delayed implementation. The State of Ohio and the State of South Dakota requested delayed implementation until 2026. Ohio’s request included the entire state and South Dakota’s request was limited to the western portion of their state.

In October 2019, the White House directed the USDA and EPA to move forward with rulemaking to expand access to higher blends of biofuels. This includes funding for infrastructure, labeling changes and allowing E15 to be sold through E10 infrastructure. The USDA rolled out the Higher Blend Infrastructure Incentive Program (HBIIP) in the summer of 2020, providing competitive grants to fuel terminals and retailers for installing equipment capable of dispensing higher blends of ethanol and biodiesel. In December 2021, the USDA announced it would administer another infrastructure grant program. The IRA, signed into law in 2022, provided for an additional $500 million in USDA grants for biofuel infrastructure. On March 31, 2025, the USDA announced it intends to release $537 million in funding under the HBIIP.

More states are expected to join California, Washington, Oregon, and New Mexico in establishing their own LCFS programs. In recent years, several states have made progress on developing such programs by introducing legislation. Hawaii, Illinois, New Jersey, and New York have all introduced or reintroduced LCFS laws in 2025. However, most are at very early stages and still in committee. On July 1, 2025, a California LCFS amendment went into effect increasing the state’s 2030 CI reduction target from 20% to 30% as well introducing an automatic acceleration mechanism which will further increase CI reduction targets if the credit bank exceeds a certain threshold. This mechanism is expected to have an immediate “step-down” effect in 2025, increasing the reduction target to 9% from 7%. While the amendment does come with some additional compliance requirements, both of the above factors should have the effect of addressing credit oversupply and strengthening prices.

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, or limit the feasibility of certain capital improvement, expansion, or other projects due to environmental related permitting restrictions. We employ maintenance and operations personnel at each of our facilities, which are regulated by the Occupational Safety and Health Administration.

Comparability

There are various events that could affect comparability of our operating results, including fluctuations in our production rates in 2025 compared to 2024, along with the ceasing of a third-party ethanol marketing agreement with Tharaldson Ethanol Plant I LLC effective April 1, 2025, the disposition of our Birmingham, Alabama terminal in September of 2024, the idling of our Fairmont, Minnesota plant in January of 2025 and our corporate restructuring and cost saving initiatives 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 and renewable corn oil and (2) agribusiness and energy services, which includes grain handling and storage, commodity marketing and merchant trading for company-produced and third-party ethanol, distillers grains, renewable corn oil, natural gas and other commodities.

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

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.

The selected operating segment financial information is as follows (in thousands):

49

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

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

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

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

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

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

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

* Percentage variances not considered meaningful.

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, net gain on sale of assets, loss on sale of equity method investment, impairment of assets held for sale, our proportional share of EBITDA adjustments of our equity method investees and 45Z production tax credits. 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 income (loss) including noncontrolling interest to adjusted EBITDA (in thousands):

(1) Excludes amortization of operating lease right-of-use assets and amortization of debt issuance costs.

(2) Other expense includes non-cash expense related to the revaluation of liability-based warrants recorded within other, net on the consolidated statements of operations for the three and nine months ended September 30, 2025.

(3) 45Z production tax credits are recorded in income tax benefit on the consolidated statements of operations for the three and nine months ended September 30, 2025.

The following table reconciles segment EBITDA to consolidated adjusted EBITDA (in thousands):

(1) Ethanol production includes margins from a one-time sale of accumulated RINs of $22.6 million for the nine months ended September 30, 2025, offset by impairment of assets held for sale of $10.7 million for the nine months ended September 30, 2025, and an inventory lower of cost or net realizable value adjustment of $0.3 million and $10.1 million for the three and nine months ended September 30, 2025 and 2024, respectively.

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

(3) Corporate activities include a net pretax gain on sale of assets of $36.0 million and $32.0 million for the three and nine months ended September 30, 2025 and a pretax gain (loss) on the sale of equity method investment of $0.8 million and ($26.2) million for the same periods. Corporate activities include a net pretax gain on sale of assets of $30.7 million for the three and nine months ended September 30, 2024.

(4) Other expense includes non-cash expense related to the revaluation of liability-based warrants recorded within other, net on the consolidated statements of operations for the three and nine months ended September 30, 2025.

(5) 45Z production tax credits are recorded in income tax benefit on the consolidated statements of operations for the three and nine months ended September 30, 2025.

* Percentage variances not considered meaningful.

Three Months Ended September 30, 2025 Compared with the Three Months Ended September 30, 2024

Consolidated Results

Consolidated revenues decreased $150.2 million for the three months ended September 30, 2025 compared with the same period in 2024 primarily as a result of lower volumes sold and weighted average selling prices on ethanol, as well as the company ceasing a third-party ethanol marketing agreement with Tharaldson Ethanol Plant I LLC effective April 1, 2025.

Net income decreased $37.7 million for the three months ended September 30, 2025 compared with the same period last year primarily due to $35.7 million of non-recurring interest expense related to the junior mezzanine notes extinguished in the third quarter of 2025. Adjusted EBITDA decreased $0.8 million for the three months ended September 30, 2025 compared with the same period last year. The results for the three months ended September 30, 2025 include $26.5 million of year-to-date Section 45Z production tax credit value net of discounts recorded as income tax benefit and a reduction in ethanol production operating income due to weaker margins in our ethanol production segment. Selling, general and administrative expenses for the three months ended September 30, 2025 increased $2.6 million compared with the same period last year primarily due to increased personnel costs as a result of finalization of an earn-out resulting in expense of $4.2 million.

The following discussion provides greater detail about our third quarter segment performance.

Ethanol Production Segment

Key operating data for our ethanol production segment is as follows (in thousands):

Revenues in our ethanol production segment decreased $90.7 million for the three months ended September 30, 2025 compared with the same period in 2024, primarily due to a lower ethanol, distillers grain and renewable corn oil volumes sold resulting in decreased revenues of $44.1 million, $9.5 million and $2.2 million, respectively, as well as lower weighted average selling prices on ethanol resulting in decreased revenues of $22.9 million and lower terminal revenues of $1.7 million, partially offset by higher weighted average selling prices on renewable corn oil and distillers grains resulting in increased revenues of $13.6 million and $5.1 million, respectively. Revenues also decreased as a result of hedging activities by $30.8 million.

Cost of goods sold in our ethanol production segment decreased $67.0 million for the three months ended September 30, 2025 compared with the same period last year primarily due to lower corn volumes processed, lower ethanol freight costs and a reduced inventory lower of cost or net realizable value adjustment resulting in decreases of $36.5 million, $28.9 million and $9.8 million, respectively, partially offset by higher ethanol volumes purchased and weighted average corn prices resulting in increased costs of $7.8 million and $1.2 million, respectively. Costs also decreased as a result of hedging activities of $5.1 million.

Operating income in our ethanol production segment increased $30.9 million for the three months ended September 30, 2025 compared with the same period in 2024 primarily due to decreased margins as outlined above. Depreciation and amortization expense for the ethanol production segment was $23.9 million for the three months ended September 30, 2025, compared with $21.4 million for the same period last year.

Agribusiness and Energy Services Segment

Revenues in our agribusiness and energy services segment decreased $61.1 million while operating income decreased $0.9 million for the three months ended September 30, 2025 compared with the same period in 2024. The decrease in revenues was primarily a result of the company ceasing a third-party ethanol marketing agreement with Tharaldson Ethanol Plant I LLC. The decrease in operating income was primarily due to lower ethanol trading volumes.

Intersegment Eliminations

Intersegment eliminations of revenues decreased $1.6 million for the three months ended September 30, 2025 compared with the same period in 2024 primarily due to decreased freight revenue associated with the ethanol production segment as well as decreased marketing and corn origination fees paid to the agribusiness and energy services segment as a result of lower volumes processed.

Corporate Activities

Operating income was impacted by a decrease in corporate activities of $9.6 million for the three months ended September 30, 2025 compared to the same period in 2024, primarily due to a higher gain on sale of assets as well as a decrease in selling, general and administrative expenses as a result of the company's corporate reorganization during the three months ended September 30, 2025.

Nine Months Ended September 30, 2025 Compared with the Nine Months Ended September 30, 2024

Consolidated Results

Consolidated revenues decreased $211.9 million for the nine months ended September 30, 2025 compared with the same period in 2024 primarily as a result of the company ceasing a third-party ethanol marketing agreement with Tharaldson Ethanol Plant I LLC effective April 1, 2025, as well as lower volumes sold.

Net loss increased $107.4 million for the nine months ended September 30, 2025 compared with the same period last year primarily due to increased interest expense of $45.2 million, a loss on sale of equity method investment of $26.2 million, $21.8 million of restructuring costs and an impairment of assets held for sale of $10.7 million. Adjusted EBITDA increased $8.0 million for the nine months ended September 30, 2025 compared with the same period last year primarily due to margins from a one-time sale of accumulated RINs offset by lower margins in our agribusiness and energy services and ethanol production segments. Interest expense increased $45.2 million for the nine months ended September 30, 2025 compared with the same period in 2024 driven primarily by the refinancing and extinguishment of the Junior Notes in September 2025. Income tax benefit was $23.2 million for the nine months ended September 30, 2025, compared with income tax benefit of $0.8 million for the same period in 2024 primarily due to the recognition in 2025 of 45Z production tax credits.

The following discussion provides greater detail about our year-to-date segment performance.

Ethanol Production Segment

Key operating data for our ethanol production segment is as follows (in thousands):

Revenues in our ethanol production segment decreased $96.9 million for the nine months ended September 30, 2025 compared with the same period in 2024, primarily due to lower ethanol, distillers grains, and renewable corn oil volumes sold resulting in decreased revenues of $92.0 million, $26.7 million and $7.4 million, respectively, in addition to lower average selling prices of distillers grains and lower terminal revenues resulting in decreased revenues of $13.9 million and $6.3 million, respectively, partially offset by higher weighted average selling prices of ethanol and renewable corn oil volumes sold resulting in increased revenues of $32.6 million and $19.8 million, respectively, as well as $22.6 million related to a one-time sale of accumulated RINs. Revenue also decreased $21.6 million as a result of hedging activities.

Cost of goods sold in our ethanol production segment decreased $73.2 million for the nine months ended September 30, 2025 compared with the same period last year primarily due to lower corn volumes processed, lower freight costs, a reduced inventory lower of cost or net realizable value adjustment, hedging activities and lower repair and maintenance costs resulting in decreases of $89.7 million, $44.2 million, $9.8 million, $6.8 million and $3.5 million, respectively, partially offset by higher ethanol volumes purchased and weighted average corn prices resulting in increased costs of $60.8 million and $23.0 million, respectively.

Operating loss increased $46.8 million for the nine months ended September 30, 2025 compared with the same period in 2024 due to decreased margins as outlined above, impairment of assets held for sale of $10.7 million, an increase in depreciation and amortization expense of $5.3 million as a result of additional assets being placed in service and non-recurring increased personnel costs as a result of restructuring.

Agribusiness and Energy Services Segment

Revenues in our agribusiness and energy services segment decreased $119.7 million while operating income decreased $5.8 million for the nine months ended September 30, 2025 compared with the same period in 2024. The decrease in revenues was primarily a result of the company ceasing a third-party ethanol marketing agreement with Tharaldson Ethanol Plant I LLC. Operating income decreased primarily as a result of the impairment of property and equipment of $3.1 million as well as non-recurring increased personnel costs as a result of restructuring in 2025.

Intersegment Eliminations

Intersegment eliminations of revenues decreased by $4.6 million for the nine months ended September 30, 2025 compared with the same period in 2024 primarily due to decreased freight revenue associated with the ethanol production segment as well as decreased marketing and corn origination fees paid to the agribusiness and energy services segment as a result of lower volumes processed.

Corporate Activities

Operating loss was impacted by an decrease in corporate activities of $2.3 million for the nine months ended September 30, 2025 compared to the same period in 2024, primarily due to an increase in gain on sale of assets and a decrease in selling, general and administrative expenses as a result of the company's corporate reorganization and cost reduction initiative, partially offset by non-recurring increased personnel costs as a result of restructuring during the nine months ended September 30, 2025.

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 or from debt and equity capital markets. 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 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 September 30, 2025, we had $135.9 million in cash and cash equivalents and $75.7 million in restricted cash. We also had $325.0 million available under our committed revolving credit agreement, subject to restrictions or other lending conditions based specifically on the availability of sufficient eligible collateral to support additional borrowings. Total corporate liquidity consisting of unrestricted cash, distributable cash from subsidiaries and credit facility availability was $136.7 million as of September 30, 2025. Funds at certain subsidiaries are generally required for their ongoing operational needs and restricted from distribution. At September 30, 2025, our subsidiaries had approximately $48.9 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.

Net cash provided by operating activities was $43.5 million for the nine months ended September 30, 2025, compared with net cash used in operating activities of $3.0 million for the same period in 2024. Net cash provided by operating activities compared to the prior year was primarily affected by lower receivable and inventory balances due to a shortened cash conversion cycle resulting from the marketing agreement with Eco-Energy, LLC. This improvement was partially offset by a higher net loss from the same period of the prior year. Net cash provided by investing activities was $171.0 million for the nine months ended September 30, 2025 compared with net cash used in investing activities of $34.6 million for the same period in 2024. Investing activities compared to the prior year were primarily affected by increases in proceeds from sale of assets and equity method investment, offset by decreases in capital expenditures. Net cash used in financing activities was $212.3 million for the nine months ended September 30, 2025 compared with net cash used in financing activities of $89.2 million for the same period in 2024, primarily due to the repayment of the Junior Notes and higher net payments on the revolver, partially offset by net proceeds from a product financing arrangement and the prior period extinguishment of non-controlling interest when compared to the same period in 2024.

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 net capital expenditures of approximately $31.9 million during the nine months ended September 30, 2025, primarily for various other capital projects. Capital spending for the remainder of 2025 is expected to be approximately $5.0 to 10.0 million, which is subject to review prior to the initiation of any project. This estimated capital spending for the remainder of 2025 excludes estimated total costs of approximately $130 million related to our carbon capture and sequestration projects to be funded through project related financing. We currently have property and equipment and carbon equipment liabilities of $117.5 million recorded on our balance sheet as of September 30, 2025. Anticipated total costs of approximately $130.0 million will be placed in service upon completion of the project in the fourth quarter of 2025, at which point we will repay the project related financing monthly over twelve years. The company currently estimates annualized payments of $17.8 million. Original costs were estimated at $110 million, and subsequently increased to $130 million as contracts were finalized with vendors. We have a high degree of certainty surrounding these cost estimates.

The company recognized $26.5 million of year-to-date income tax benefit related to 45Z production tax credits during the three and nine months ended September 30, 2025. The company anticipates that it will continue to recognize 45Z production tax credits and estimates $40 to $50 million of adjusted EBITDA contribution, net of discounts and applicable operating expenses, for the year ended December 31, 2025. This is subject to change based on actual production volumes and CI factors at eligible plants.

During the three and nine months ended September 30, 2025, the company recognized a loss on debt extinguishment of $35.7 million, which was recorded within interest expense on the consolidated statements of operations. Further, on October 27, 2025 the company exchanged $170.0 million of convertible notes, extending the maturity of the exchanged notes to November of 2030. As a result of the exchange, the interest rate on the $170.0 million of convertible notes increased from 2.25% to 5.25%. The company also issued an additional $30.0 million of convertible notes which bear interest at 5.25%. When considering the extinguishment of the Junior Notes, the increased interest rate on convertible notes, the increased amount of outstanding convertible notes and anticipated interest expense related to the carbon equipment financing, the company expects annualized interest expense of approximately $30 to $35 million on a go-forward basis beginning in the fourth quarter of 2025. This estimate is subject to change based on actual working capital revolver usage in future periods.

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 7.4 million shares of common stock for $92.8 million under the program. We did not repurchase any shares of common stock during the third quarter of 2025. On October 27, 2025, in conjunction with the privately negotiated exchange and subscription agreements for the 2030 Notes, the company repurchased 2.9 million shares of its common stock for a total of $30.0 million under the repurchase program. At November 5, 2025, $77.2 million in share repurchase authorization remained.

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 September 30, 2025. Based on our forecasts, we anticipate we will maintain compliance at each of our subsidiaries for the next twelve months or have sufficient liquidity available on a consolidated basis to resolve noncompliance. 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. At September 30, 2025, the outstanding principal balance on the 2027 Notes was $230.0 million.

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

The 2030 Notes will bear interest at a rate of 5.25% per year, payable on May 1 and November 1 of each year, beginning May 1, 2026. The notes will be general senior, unsecured obligations of the company. 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.

The conversion rate on both the 2027 Notes and the 2030 Notes 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 and 2030 Notes for redemption. We may settle the 2027 Notes and the 2030 Notes in cash, common stock or a combination of cash and common stock.

On May 7, 2025, we entered into a secured $30 million revolving credit facility with Ancora Alternatives LLC, that gave us additional flexibility in order to continue the implementation of our strategic plan. The facility matured on July 30, 2025. The facility bore interest at 10% on borrowings and had a 0.5% fee on the unused balance. Interest and fees were due on the 5th of each month. Also executed as part of the credit facility, the company issued 1,504,140 stock warrants at a strike price of $0.01 per share. The warrants had a ten year exercise period.

Ethanol Production Segment

On September 25, 2025, proceeds from the POET Transaction were used to fully retire the Junior Notes. The Junior Notes were originally issued on February 9, 2021, by Green Plains SPE LLC, a wholly-owned special purpose subsidiary and parent of Green Plains Obion and Green Plains Mount Vernon for $125.0 million due February 2026 with BlackRock. The Junior Notes were secured by a pledge of the membership interests in and the real property owned by Green Plains Obion and Green Plains Mount Vernon. On May 7, 2025 the Junior Notes were amended to give the company additional flexibility in order to continue the implementation of our strategic plan, which extended the maturity date from February 9, 2026 to May 15, 2026, with an amendment fee of 2.0% added to the principal balance of the Junior Notes, payable at the maturity date. Further, the strike price of warrants previously issued in conjunction with the Junior Notes was revised from $22.00 to $0.01 and the maturity date extended from April 28, 2026 to December 31, 2029. As of July 31, 2025, the Junior Notes also were secured by a pledge of the membership interests in, the assets and the real property owned by Green Plains Madison LLC, Green Plains Superior LLC, Green Plains Fairmont LLC, Green Plains Otter Tail LLC, Green Plains Wood River and Green Plains York LLC, as well as the assets and membership interests of Fluid Quip Mechanical, LLC.

On August 10, 2025, the company amended and restated the indenture covering the Junior Notes with BlackRock to extend the maturity date to September 15, 2026, with an amendment fee of 2.5% added to the principal balance of the Junior Notes, payable at the maturity date. The interest rate increased by 0.5% after the amendment, and by an additional 0.5% each quarter on each scheduled interest payment date. In addition to assets and equity securities pledged, the Junior Notes were then also secured by the assets and the real property owned by Green Plains Central City LLC. The amendment added certain financial covenant requirements, including restrictions on additional debt and certain transfer of assets. Also as part of the amendment, the company executed a subscription agreement with certain funds and accounts under management by BlackRock pursuant to which the company agreed to issue, and certain funds and accounts under management by BlackRock purchased, 3,250,000 stock warrants at a strike price of $0.01 per share with a ten year exercise period. The amendment also includes the right for such funds and accounts to exchange up to 750,000 warrants for a pro rata share of $6 million of outstanding principal of Junior Notes. The subscription agreement obligated the company to register for resale the shares of common stock underlying warrants issued to BlackRock.

Green Plains Shenandoah, a wholly-owned subsidiary, has a $75.0 million secured loan agreement, which matures on September 1, 2035. At September 30, 2025, the outstanding principal balance was $70.5 million on the loan and the interest rate was 6.52%.

We also have small equipment financing loans, finance leases on equipment or facilities, and other forms of debt financing.

Agribusiness and Energy Services Segment

Green Plains Finance Company, Green Plains Grain and Green Plains Trade have 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. The facility matures in March 2027. 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 September 30, 2025, the outstanding principal balance was $25.0 million on the facility and the interest rate was 7.16%.

Green Plains Commodity Management has an uncommitted secured revolving credit facility to finance margins related to its hedging programs, which is secured by cash and securities held in its brokerage accounts. On June 18, 2025, the credit facility was amended, reducing the $40.0 million borrowing limit to $20.0 million. During the first quarter of 2023, this revolving credit facility was extended five years to mature on April 30, 2028. Advances are subject to variable interest rates equal to SOFR plus 1.75%. At September 30, 2025, the outstanding principal balance was $20.0 million on the facility and the interest rate was 5.88%.

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 September 30, 2025.

Refer to Note 8 - 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 September 30, 2025 totaled $67.2 million. As of September 30, 2025, we had contracted future purchases of grain, distillers grains and natural gas valued at approximately $152.9 million, future commitments for storage and transportation valued at approximately $30.3 million, and accumulated commitments related to the construction of carbon capture and sequestration equipment at our three Nebraska plants of $117.5 million. Refer to Note 13 – Commitments and Contingencies included in the notes to the 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, 2024.

Accounting for Income Taxes

The company adopted a new accounting policy related to the recognition, measurement, and presentation of transferable Clean Fuel Production Credits under Section 45Z of the Internal Revenue Code. In accordance with ASC 740, Accounting for Income Taxes, accounting guidance states it is most appropriate to apply ASC 740 to nonrefundable transferable tax credits. Under ASC 740, a company should recognize tax credits when it is “more-likely-than-not” ("MLTN") the underlying qualifying activity has occurred giving rise to the credit, and the company expects to earn and use the tax credit. If it is uncertain whether the company will be able to use the credit, a valuation allowance is established against the deferred tax asset. The company has determined that it is MLTN the underlying qualifying activity has occurred to earn the tax credit and therefore, recognized a tax benefit for gallons produced and sold at certain qualifying plants through September 30, 2025.

Under this new policy, we recognize the Section 45Z production tax credits as a deferred tax asset, which is treated as a deferred income tax benefit, net of a valuation allowance to recognize the fair value of the tax credits, and is determined based on the expected transfer price of the credits. The recognition of the production tax credits is contingent on meeting the requirements of Section 45Z.

Off-Balance Sheet Arrangements

We do not have any off-balance sheet arrangements.

We use various financial instruments to manage and reduce our exposure to various market risks, including changes in commodity prices and interest rates. We conduct the majority of our business in U.S. dollars and are not currently exposed to material foreign currency risk.

Interest Rate Risk

We are exposed to interest rate risk through our loans which bear interest at variable rates. Interest rates on our variable-rate debt are based on the market rate for the lender’s prime rate or SOFR. At September 30, 2025, we had $355.4 million in debt, $45.0 million of which had variable interest rates. A 10% increase in interest rates would affect our interest cost by approximately $0.5 million per year.

For additional information related to our debt, see Note 8 – Debt included herein as part of the notes to the consolidated financial statements and Note 11 – Debt included as part of the notes to the consolidated financial statements included in our annual report on Form 10-K for the year ended December 31, 2024.

Commodity Price Risk

Our business is sensitive to commodity price risk, particularly for ethanol, corn, distillers grains, Ultra-High Protein, renewable corn oil and natural gas. Ethanol prices are sensitive to world crude oil supply and demand, the price of crude oil, gasoline, corn, the price of substitute fuels, refining capacity and utilization, government regulation and consumer demand for alternative fuels. Corn prices are affected by weather conditions, yield, changes in domestic and global supply and demand, and government programs and policies. Distillers grains prices are impacted by livestock numbers on feed, prices for feed alternatives and supply, which is associated with ethanol plant production. Natural gas prices are influenced by severe weather in the summer and winter and hurricanes in the spring, summer and fall. Other factors include North American energy exploration and production, and the amount of natural gas in underground storage during injection and withdrawal seasons.

To reduce the risk associated with fluctuations in the price of ethanol, corn, distillers grains, Ultra-High Protein, renewable corn oil and natural gas, at times we use forward fixed-price physical contracts and derivative financial instruments, such as futures and options executed on the Chicago Board of Trade, the New York Mercantile Exchange and the Chicago Mercantile Exchange. We focus on locking in favorable operating margins, when available, using a model that continually monitors market prices for corn, natural gas and other inputs relative to the price for ethanol and distillers grains at each of our production facilities. We create offsetting positions using a combination of forward fixed-price purchases, sales contracts and derivative financial instruments. As a result, we frequently have gains on derivative financial instruments that are offset by losses on forward fixed-price physical contracts or inventories and vice versa. Our results are impacted by a mismatch of gains or losses associated with the derivative instrument during a reporting period when the physical commodity purchases or sale has not yet occurred. During the three months ended September 30, 2025, revenues included net losses of $14.5 million, while cost of goods sold included net losses of $0.8 million, and during the nine months ended September 30, 2025, revenues included net losses of $7.8 million, and cost of goods sold included net losses of $7.9 million, associated with derivative financial instruments.

Ethanol Production Segment

In the ethanol production segment, net gains and losses from settled derivative instruments are offset by physical commodity purchases or sales to achieve the intended operating margins. To reduce commodity price risk caused by market fluctuations, we enter into exchange-traded futures and options contracts that serve as economic hedges. Our results are impacted when there is a mismatch of gains or losses associated with the derivative instrument during a reporting period when the physical commodity purchases or sale has not yet occurred.

Our exposure to market risk, which includes the impact of our risk management activities resulting from our fixed-price purchase and sale contracts and derivatives, is based on the estimated net income effect resulting from a hypothetical 10% change in price for the next 12 months starting on September 30, 2025, which is as follows (in thousands):

(1) Estimated volumes assume production at full capacity, excluding the idled Fairmont, Minnesota plant.

(2) Includes Ultra-High Protein.

(3) Distillers grains quantities are stated on an equivalent dried ton basis.

Agribusiness and Energy Services Segment

In the agribusiness and energy services segment, our inventories, physical purchase and sale contracts and derivatives are marked to market. Our inventories are carried at the lower of cost or net realizable value, except fair-value hedged inventories. To reduce commodity price risk caused by market fluctuations for purchase and sale commitments of grain and grain held in inventory, we enter into exchange-traded futures and options contracts that serve as economic hedges.

The market value of exchange-traded futures and options used for hedging are highly correlated with the underlying market value of grain inventories and related purchase and sale contracts for grain. The less correlated portion of inventory and purchase and sale contract market values, known as basis, is much less volatile than the overall market value of exchange-traded futures and tends to follow historical patterns. We manage this less volatile risk by constantly monitoring our position relative to the price changes in the market. Inventory values are affected by the month-to-month spread in the futures markets. These spreads are also less volatile than overall market value of our inventory and tend to follow historical patterns, but cannot be mitigated directly. Our accounting policy for futures and options, as well as the underlying inventory held for sale and purchase and sale contracts, is to reflect their current market values and include gains and losses in the consolidated statement of operations.

Evaluation of Disclosure Controls and Procedures

We maintain disclosure controls and procedures designed to ensure the information that must be disclosed in the reports we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to management, as appropriate, to allow timely decisions regarding required financial disclosure. In designing and evaluating the disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives. Management is required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures.

Under the supervision and participation of our principal executive officer and chief financial officer, management carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures as of September 30, 2025 as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act and concluded that our disclosure controls and procedures were effective.

Changes in Internal Control over Financial Reporting

Management is responsible for establishing and maintaining effective internal control over financial reporting to provide reasonable assurance regarding the reliability of our financial reporting and the preparation of our consolidated financial statements for external purposes in accordance with U.S. generally accepted accounting principles. There were no material changes in our internal control over financial reporting that occurred during the period covered by this report that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Investors should carefully consider the discussion of risks and the other information in our annual report on Form 10-K for the year ended December 31, 2024, in Part I, Item 1A, “Risk Factors,” and the discussion of risks and other information in Part I, Item 2, “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” under “Cautionary Information Regarding Forward-Looking Statements,” of this report. Although we have attempted to discuss key factors, our investors need to be aware that other risks may prove to be important in the future. New risks may emerge at any time and we cannot predict such risks or estimate the extent to which they may affect our financial performance. The following risk factors supplement and/or update risk factors previously disclosed and should be considered in conjunction with the other information included in, or incorporated by reference in, this quarterly report on Form 10-Q.

We are exposed to credit risk that could result in losses or affect our ability to make payments should a counterparty fail to perform according to the terms of our agreement.

We are exposed to credit risk from a variety of customers, counterparties, including major integrated oil companies, large independent refiners, petroleum wholesalers, marketing companies and other ethanol plants. We are also exposed to credit risk with major suppliers of petroleum products and agricultural inputs when we make payments for undelivered inventories. Our fixed-price forward contracts are subject to credit risk when prices change significantly prior to delivery. The inability by a third party to pay us for our sales, provide product that was paid for in advance or deliver on a fixed-price contract could result in a loss and adversely impact our liquidity and ability to make our own payments when due.

If the United States were to withdraw from or materially modify certain international trade agreements, our business, financial condition, liquidity and results of operations could be materially adversely affected.

Ethanol and other products that we produce are or have been exported to Canada, Mexico, Brazil, China and other countries. Our business may be impacted by government policies, such as tariffs, duties, subsidies, import and export restrictions and outright embargos. In early 2025, the Trump administration announced additional tariffs on various imports from China, Mexico, and Canada, and signaled a willingness to renegotiate or withdraw from existing trade agreements. These actions have prompted actual or threatened retaliatory measures against U.S. exports, including ethanol and agricultural products in some cases. While the current administration’s efforts to counter trade barriers in certain countries may ultimately benefit the ethanol industry (such as Brazil, where U.S. ethanol has been subject to tariffs since 2020), the risk of reciprocal tariffs by other countries, including Canada and Mexico, may impede exported volumes. The outcome of trade negotiations or lack thereof, has had and/or may continue to have a material adverse effect on our business, financial condition and results of operations.

The products we buy and sell are subject to price volatility and uncertainty.

Our operating results are highly sensitive to commodity prices.

Corn. We are generally unable to pass increased corn costs to our customers since ethanol competes with other fuels. We continue to see considerable volatility in corn prices. Ethanol plants, livestock industries and other corn-consuming enterprises put significant price pressure on local corn markets. In addition, local corn supplies and prices could be adversely affected by, but not limited to: prices for alternative crops, increasing pricing for seed corn, fertilizers, crop protection products and other input costs; changes in government policies, including crop insurance, conservation programs, regulation of farmland, and other regulations; shifts in global supply and demand; global political or economic issues, including but not limited to the war in Ukraine including sanctions associated therewith; other global conflicts; and global or regional growing conditions, such as plant disease, pests or adverse weather, including drought.

Ethanol. Our revenues are dependent on market prices for ethanol which can be volatile as a result of a number of factors, including but not limited to: the price and availability of competing fuels and oxygenates for fuels; the domestic and global supply and demand for ethanol, gasoline and corn; the price of gasoline, crude oil and corn; global political or economic issues, including but not limited to the war in Ukraine including sanctions associated therewith, other global conflicts; and domestic and foreign government policies that impact the supply, demand and pricing of corn, crude oil, gasoline, ethanol and other liquid fuels.

Ethanol is marketed as a fuel additive that reduces vehicle emissions, an economical source of octane and, to a lesser extent, as a gasoline substitute through higher blends such as E15 and E85. Consequently, gasoline supply and demand can affect the price of ethanol. Should gasoline prices or demand change significantly, our results of operations could be materially impacted.

Ethanol imports also affect domestic supply and demand. Imported ethanol is not subject to an import tariff under the United States-Mexico-Canada Agreement (USMCA), provided it satisfies the agreement’s rules of origin, which are required for preferential tariff treatment. As of early 2025, denatured ethanol for fuel use imported from Brazil and other countries subject to Most Favored Nation treatment is generally subject to a 1.9% ad valorem tariff, while undenatured ethanol is subject to a 2.5% ad valorem tariff. However, a series of executive orders issued in March and April of 2025 have introduced or proposed significant changes to U.S. trade policy, including a baseline 10% tariff on a broad range of imported goods, unless replaced by higher country-specific rates. Additionally, on July 15, 2025, The Office of the U.S. Trade Representative initiated a Section 301 investigation into Brazil’s unfair trading practices. While Brazil’s tariffs on U.S. ethanol have fluctuated since 2017, they have been set at 18% since January 1, 2024. These developments have created uncertainty around ethanol import pricing and raised the risk of retaliatory trade measures. We continue to monitor potential adjustments to tariff levels or exemptions as trade negotiations evolve. Under the RFS, sugarcane ethanol from Brazil can be used as a means for obligated parties to meet the advanced biofuel standard in addition to state level low-carbon fuel standards. Brazil is also rapidly expanding corn and corn ethanol production, which can have a lower CI score if it is produced from the second crop or “Safrinha” crop, which could be imported into the U.S. or displace our exports elsewhere globally.

Distillers Grains. Distillers grains compete with other protein-based animal feed products. Downward pressure on other commodity prices, such as corn, wheat, soybeans, soybean meal, and other feed ingredients, will generally cause the price of competing animal feed products to decline, resulting in downward pressure on the price of distillers grains. Occasionally, the price of distillers grains will lag behind fluctuations in corn or other feedstock prices, lowering our cost recovery percentage. Additionally, exports of distiller grains could be impacted by the enactment of foreign policy, or expanded production of soybean meal or distillers grains elsewhere.

Natural Gas. The price and availability of natural gas are subject to volatile market conditions. These market conditions are often affected by factors beyond our control, such as weather, drilling economics, overall economic conditions and government regulations. Significant disruptions in natural gas supply could impair our ability to produce ethanol. Furthermore, increases in natural gas prices or changes in our cost relative to our competitors cannot be passed on to our customers, which may adversely affect our results of operations and financial position.

Ultra-High Protein. Our Ultra-High Protein has unique nutritional advantages and a higher protein concentration than soybean meal and can be included in a variety of feed rations in the pet, dairy, swine, poultry and aquaculture industries. As a value-added feed ingredient, quality control is imperative. Demand for feed products and pricing pressure from competing feed products may result in downward pressure on the price of Ultra-High Protein. Reliable production of Ultra-High Protein from both consistent operations of the biorefinery as well as the MSC™ technology is necessary to produce anticipated volumes. Changes in our customers willingness to accept these ingredients, inconsistency in production volumes, quality or downward pressure on prices could result in adverse impact on our business and profitability.

Renewable Corn Oil. Renewable corn oil is marketed as a low-carbon feedstock for biofuel production including renewable diesel, biodiesel and currently to a lesser extent, sustainable aviation fuel. The price of renewable corn oil is largely influenced by demand for these fuels, particularly renewable diesel, as well as broader dynamics within the vegetable oil and feedstock markets. They are also impacted by margin dynamics within the renewable diesel industry and the relative pricing and availability of alternative feedstocks, domestic or imported. Expanded demand from the renewable diesel and biodiesel industry due to RVOs, new tax credits included in the IRA, growing LCFS markets in California, Oregon, Washington state or Canada as well as customer acceptance for such fuels could impact renewable corn oil demand. Recent restrictions imposed on imported feedstocks also provide benefits. In general, renewable corn oil prices follow the prices of heating oil and soybean oil but corn oil trades at a premium for its low CI score. Corn oil prices are well supported as a result of current incentives and import restrictions. If the soy complex would come under pressure due to oversupply of soybeans, corn oil prices would also be pressured. Further, if the EPA issues SREs, it could lead to downward pressure on renewable feedstock prices including corn oil.

Risks Related to Carbon Capture and Sequestration Projects, and 45Z Production Tax Credits, Including Operational, Regulatory, and Market Uncertainties

We have seven facilities committed to carbon capture and sequestration (CCS) projects, including the ongoing construction of carbon capture equipment at three Nebraska locations. While the Summit projects have not commenced construction of CCS, with respect to the three Nebraska CCS projects, they could face a range of risks that could delay, reduce, or suspend carbon capture operations and/or revenue. Moreover, all eight of our ethanol plants do or will qualify for 45Z production tax credits under IRC Section 45Z with six positioned to claim credits in 2025 and all eight in 2026.

While we strive to comply with all federal tax incentive qualification requirements for all of our carbon initiatives, i.e. those with CCS and those facilities that qualify for federal tax incentives without CCS—including prevailing wage and apprenticeship rules—we cannot provide assurance that we will be in compliance at all times or will not incur material costs or liabilities as a result. Moreover, even if operational and technical goals are achieved, the CI reductions we anticipate may not fully materialize. Regulatory CI modeling frameworks may change in ways that are outside our control and could reduce or eliminate the expected benefits of our carbon initiatives.

Federal policies, such as those enacted under the IRA, may also change. Future modifications could adversely impact corn-based ethanol from accessing key tax incentives, or otherwise reduce potential benefits. In addition, delays in issuing or finalizing regulations, regulations not consistent with industry expectation or the rescission of clean energy or carbon capture tax credits at the federal, state, or international levels, could negatively affect our carbon initiatives.

We are also exposed to risks related to our ability to monetize tax incentives and voluntary 45Z production tax credits at values we currently expect, or at all. Uncertainty in tax credit markets, changes in demand, or regulatory shifts could significantly impact the economic returns from our carbon initiatives. Similarly, developments in the voluntary carbon credit markets, including fluctuating buyer interest, changes in verification standards, or reduced market confidence, could undermine the value of our credits or make monetization infeasible.

Lastly, while much of our current CCS risk relates to facilities under our control, additional risks exist in connection with factors outside of our control such as the supporting infrastructure, including the carbon pipeline and injection wells. Delays in permitting, construction, or operational issues with these components could impair our ability to capture or permanently sequester CO₂, with limited ability to insure certain risks, and thereby limit, reduce, or nullify the benefits of the CCS facility-level investments and adversely affect our business, revenue and/or profitability. In addition, as described our overall carbon initiatives are subject to a myriad of risk which could adversely impact our ability to qualify for federal tax incentives and voluntary 45Z production tax credits, adversely affecting our profitability.