GPRE 10-K & 10-Q changes, risk factors and insider trading

Our operating results are highly sensitive to the spread between the corn and natural gas we purchase, and the ethanol, distillers grains, Ultra-High Protein and renewable corn oil we sell. Price and supply are subject to various market forces, such as weather, domestic and 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, shortages, export prices, crude oil prices, currency valuations and government policies in the United States and around the world, over which we have no control. Price volatility of these commodities may cause our operating results to fluctuate substantially. Increases in corn or natural gas prices or decreases in ethanol, distillers grains, Ultra-High Protein and renewable corn oil prices may make it unprofitable to operate. No assurance can be given that we will purchase corn and natural gas or sell ethanol, distillers grains, Ultra-High Protein and renewable corn oil at or near prices which would provide us with positive margins. Consequently, our results of operations and financial position may be adversely affected by increases in corn or natural gas prices or decreases in ethanol, distillers grains, Ultra-High Protein and renewable corn oil prices. We have made significant investments in our biorefinery platform to produce Ultra-High Protein, and our financial results are increasinglyimpacted dependent onby our ability to operate these new systems consistently and to sell the products into new markets at a premium to distillers grains. Rapid expansion of soybean crushing capacity to meet the soybean oil demands of the growing renewable diesel and biomass-based diesel industry could result in an oversupply of soybean meal, which could depress prices for various protein feed ingredients, and negatively impact our anticipated financial returns.

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.

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 customerscustomers' 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 generally marketed as a low-carbon feedstock for biofuel production including renewable diesel, biodiesel and currently to a lesser extent, sustainable aviation fuel;fuel. therefore, theThe price of renewable corn oil is largely driveninfluenced 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 biodiesel.the relative pricing and availability of alternative feedstocks, domestic or imported. Expanded demand from the renewable diesel and biodiesel industry due to the extended blending tax credit,RVOs, new tax credits included in the IRA andIRA, growing LCFS markets in California, Oregon, Washington state or Canada,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,oil though LCFS programs incentivize the lower CI of renewablebut corn oil as a feedstock relative to soybean oil. Federal incentives for sustainable aviation fuel also provide higher credit values for lower CI. Other feedstocks such as used cooking oil and animal fats and tallows are scoredtrades at a lowerpremium for its low CI thanscore. renewableCorn 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 underprices mostwould life cycle assessment models, and these feedstocks mayalso be preferredpressured. Further, if the EPA continues to issue SREs, it could lead to downward pressure on renewable feedstock prices including corn oil. Increased imports of used cooking oil could pressure all vegetable oil values lower. Decreases in the price of or demand for renewable corn oil could have an adverse impact on our business and profitability. While we believe our investments in MSC™ and other technologies have allowed us to capture more renewable corn oil from each bushel, these yields could be negatively impacted by any number of factors.

We may be affected by or unable to fulfill our total transformation strategies.

We continually evaluate the makeup of our portfolio, and we may sell additional assets or businesses or exit particular markets that are no longer a strategic fit or no longer meet their growth or profitability targets. Depending on the nature of the assets sold, our profitability may be impacted by lost operating income or cash flows from such businesses. In addition, divestitures we complete may not yield the targeted improvements in our business and may divert management’s attention from our day-to-day operations. We also undertook a number of project initiatives to improve margins, focused on reducing operating costs and expanding the products and value we can extract from a kernel of corn. The Ultra-High Protein and Clean Sugar strategy includes substantial construction projects and significant capital expenditures to deploy FQT’s MSC™ technology, and FQT’s CST™ production capabilities to meet anticipated customers' demands and these technology implementations may not perform as designed and are subject to various construction risks and delays in the supply chain. These products may not be readily accepted as substitutes to existing sugars and proteins on the market, and we may not earn a premium for them, even if they are of higher quality and have a lower CI.

We may not achieve our construction goals on time or within our budget. We may not achieve the operating yields we project or our technologies may not perform as expected. We may not achieve product market sales, margins or pricing we project, and our operating cost goals may not be achieved due to a variety of factors. Increasing costs for construction materials, supply chain issues limiting the availability of certain components, lack of available labor and delays in required permitting could all lead to projects being over budget and behind schedule. Our failure to achieve our production, sales and pricing targets, including, but not limited to: construction, yield, sales, margin, pricing, or financial results associated with our total transformation strategies could have an adverse effect on our business, financial condition or results of operations.

In the U.S., through 2022, the EPA undertook rulemaking to set the RVO for the following year, though at times months or years would pass without a finalized RVO. Further, the EPA has the authority to waive the requirements, in whole or in part, if there is inadequate domestic renewable fuel supply or the requirement severely harms the economy or the environment. After 2022, volumes are determined by the EPA in coordination with the Secretaries of Energy and Agriculture, taking into account such factors as impact on environment, energy security, future rates of production, cost to consumers, infrastructure, and other factors such as impact on commodity prices, job creation, rural economic development or food prices. The EPA also has the authority to set volumes for multiple years at a time, rather than annually as required prior to 2022. In June 2023, the EPA finalized a multi-year RVO for 2023, 2024 and 2025. In June 2025, the EPA proposed a multi-year RVO for 2026 and 2027. In September 2025, the EPA issued a supplemental proposal to reallocate volumes waived under SREs.

Volumes can also be impacted as small refineries can petition the EPA for an SRE which, if approved, waives their portion of the annual RVO requirements. The EPA, through consultation with the DOE and the USDA, can grant them a full or partial waiver, or deny it outright within 90 days of submittal. Elimination of a refinery's obligation effectively lowers the amount of renewable fuels required to be blended, and by extension the amount 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. In August and November 2025, the EPA granted or partially granted 187 SREs, largely clearing the backlog from 2016-2024.

The D.C. Circuit Court of Appeals ruled that the EPA overstepped its authority in extending the one pound Reid Vapor Pressure waiver for 10% ethanol blends to 15% ethanol blends in the summer, effectively limiting summertime sales of ethanol blends above 10% to FFVs from June 1 to September 15 each year. Notwithstanding, onfor Aprilthe 12,past 2022,four consecutive years from 2022-2025, the President announced that he hadhas directed the EPA to issue an emergency waiver to allow for the continued sale of E15 during the June 1 to September 15 period. In 2023 and 2024, the EPA also issued emergency waivers to allow for continued sale of E15 during the summer driving season. As of this filing, according to Prime the Pump, E15 is sold year-round at approximately 3,724 stations.

Today there are limited markets for ethanol beyond its value as an oxygenate domestically and abroad. We believe further consumer acceptance of E15 and E85 fuels may be necessary before ethanol can achieve significant market share growth in the U.S. Discretionary and E85 blending are important secondary markets. Discretionary blending is often determined by the price of ethanol relative to gasoline, the value of RINs or other low-carbon fuel credits, and availability to consumers. When discretionary blending is financially unattractive, the incremental demand for ethanol may be reduced. New incentives for SAF or sustainable marine fuel could open new markets for ethanol through ATJ technologies that use low-CI ethanol as a feedstock to produce SAF, which are emerging and being commercialized.ethanol.

Demand for ethanol is also affected by overall demand for surface transportation fuel, which is affected by cost, number of miles traveled and vehicle fuel economy. Miles traveled typically increases during the spring and summer months related to vacation travel, followed closely by the fall season due to holiday travel. Global events, such as international health epidemics, greatly decreased miles traveled and in turn, the demand for ethanol. Consumer demand for gasoline may be impacted by various transportation trends, such as widespread adoption of electric vehicles. Numerous automakers have announced plans to phase out the production of gasoline and diesel powered vehicles by the mid-2030s. These announcements coincide with pledges to ban the sale of internal combustion engines in countries such as Japan and the United Kingdom by 2035, as well as a statewide ban in California, which several states are imitating.California. If realized, these bans would accelerate the decline of liquid fuel demand for surface transportation and by extension demand for ethanol, biodiesel and renewable diesel. The EPA has implemented CAFE standards, which could require aggressive EV deployment by Original Equipment Manufacturers, though these regulations are subject to change. We continue to monitor legislation and regulations that may impact the future sales of electric vehicles as well as vehicles with internal combustion engines in various states and around the world.

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 aearly previous term,2025, the Trump administration significantlyannounced increasedadditional tariffs on goodsvarious importedimports intofrom 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 Unitedcurrent States,administration’s whichefforts to counter trade barriers in turncertain ledcountries may ultimately benefit the ethanol industry (such as Brazil, where U.S. ethanol has been subject to retaliatorytariffs actionssince on2020), U.S.the exports.risk Theof administrationreciprocal hastariffs expressedby antipathyother towardscountries, certainincluding existing international trade agreements,Canada and hasMexico, discussedmay plansimpede toexported once again increase tariffs on imported goods.volumes. The outcome of trade negotiations or lack thereof, has hadin previous year had, and/or may continuein tothe future have a material adverse effect on our business, financial condition and results of operations.

Unplanned downtime may occur from time to time at our facilities. Our plants may not produce at yields we expect due to a variety of reasons, including, but not limited to, equipment failures and other breakdowns; labor shortages; lack of adequate raw materials, including corn supply; adverse pricing on raw materials and finished goods that becomes uneconomical; poor rail service; lack of adequate storage for distillers grains, Ultra-High Protein, renewable corn oil or ethanol;storage, permitting or regulatory issues, adverse weather and other reasons. Any of these production events may adversely impact our profitability and financial position.

Our plants emit biogenic carbon dioxide from fermentation as a by-product of ethanol production. While all tennine of our plants have grandfathered RFS pathways allowing them to operate under their current authorized capacity under their EPA approved grandfathered limits, operating above these capacities requires an Efficient Producer Pathway, demonstrating at least a 20% reduction in GHG emissions relative to petroleum-based gasoline from a 2005 baseline. Four of our plants currently maintain Efficient Producer Pathways to operate at increased capacities. Separately, CARB began implementation of the California LCFS in 2011, which aims to decrease the CI of transportation fuel in the state. In 2024, CARB voted to amend the LCFS, which strengthened GHG benchmarks to 30% reductions vs 1990 levels by 2030, and 90% reductions vs 1990 levels by 2045. An indirect land usage charge component is included in the GHG emission calculation, which may have an adverse impact on the market for corn-based ethanol in California. The amendments to the LCFS also increase compliance requirements, including a more stringent verification for credits, potential credit forfeitures in the event of increases in operational CI scores, and other changes which could impact our ability to participate in and profit from the program.

Future acquisitions may involve issuing equity as payment or to finance the business or assets, which could dilute your ownership interest. Furthermore, additional debt may be necessary to complete these transactions, which could have a material adverse effect on our financial condition. Failure to adequately address the risks associated with acquisitions or joint ventures could have a material adverse effect on our business, results of operations and financial condition.

We operate in a very competitive environment and compete with other domestic ethanol producers in a relatively fragmented industry. The top four producers account for approximately 39% of the domestic production capacity with production capacity ranging from 903 mmgy to 3,015 mmgy. The remaining ethanol producers consist of smaller entities engaged exclusively in ethanol production and large integrated grain companies that produce ethanol in addition to their base grain businesses. We compete for capital, labor, corn, shipping and other resources with these companies. Historically, oil companies, petrochemical refiners and gasoline retailers were not engaged in ethanol, biodiesel and other biofuel production even though they form the primary distribution network for finished liquid fuels. As of this filing, oil refiners accounted for approximately 10% of domestic ethanol production. If these companies continue to increase their ethanol plant ownership or additional companies commence production, the need to purchase ethanol from independent producers like us or at pricing that provides us an acceptable margin could diminish and adversely effect onaffect our operations, cash flows and financial position. Integrated oil companies and merchant refiners are increasingly investing in retrofitting refineries or building new refineries to produce renewable diesel, and partnering with commodity processors to supply soybean oil, distillers corn oil and other feedstocks, which could adversely impact the market for our renewable corn oiloil, distillers grains and Ultra-High Protein.

The futures industry is subject to extensive regulation. In addition to trading physical commodities, the company may engage in trading of futures, forward and options contracts, and other derivative instruments. As a market participant, we are subject to regulation concerning trade practices, business conduct, reporting, position limits, record retention, the conduct of our officers and employees, and other matters. Since we use exchange-traded futures contracts as part of our business, we are subject to the Commodity Exchange Act and are required to comply with a wide range of requirements imposed by the CommodityCFTC, Futures Trading Commission (CFTC), Federal Energy Regulatory Commission (FERC),FERC, National Futures Association and the exchanges on which we trade.

We are exposed to credit risk from a variety of customers, counterparties, including major integrated oil companies, large independent refiners, petroleum wholesalerswholesalers, 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.

We have installed and are operating FQT MSC™ technology at fivefour of our biorefineries. Through our value-added ingredients initiative, we produce Ultra-High Protein, a feed ingredient with protein concentrations of 50% or greater and yeast concentrations of 25%, and increase production of renewable corn oil and produce other higher value products, such as post-MSC™ distillers grains.oil. We successfully completed full scale 60% protein production runs using FQT's MSC™ system, which is our new specialty feed ingredient branded as Sequence™. Our 50/50 joint venture with Tharaldson Ethanol Plant I LLC (Tharaldson Ethanol) owns the MSC™ technology assets added adjacent to the Tharaldson Ethanol plant in Casselton, North Dakota which produces Ultra-High Protein and increases renewable corn oil yields. These assets completed commissioning and shipped the first commercial quantities during the second quarter of 2024. Including GP Turnkey Tharaldson's capacity, the annual Ultra-High Protein capacity we market is approximately 430 thousand tons.

SAF is a drop-in fuel, chemically identical to petroleum-based jet fuel and can be blended into the fuel supply at varying levels. There is an increasing focus on using this fuel to reduce the carbon footprint of air travel. SAF can be produced from vegetable and waste oil feedstocks, such as our renewable corn oil. Additionally, ATJ technologies are emerging and being commercialized that use low-CI ethanol as a feedstock to produce SAF. In January 2023, Green Plains, United Airlines and Tallgrass formed a joint venture, Blue Blade Energy, to develop and then commercialize a novel ATJ SAF technology.

In July 2023, we announced a technology collaboration with Equilon Enterprises LLC, which allows us to use FQT’s precision separation and processing technology with Shell Fiber Conversion Technology. The two technologies will combine fermentation, mechanical separation and processing, and fiber conversion into one platform. This has the potential to create a new process to liberate nearly all available distillers corn oil currently bound in the fiber fraction of the corn kernel, generate cellulosic sugars for production of low-carbon ethanol, and enhance and expand available high protein to produce high-quality ingredients for global animal feed diets. OurThe collaborationlarge-scale completed the construction of ademonstration facility atis Green Plains Yorkoperational and begantechnology commissioningand duringproduct 2024.development has continued to advance through 2025.

According to the EIA, domestic ethanol production averaged 1.1 million barrels per day during 2024both 2025 and compared to 1.0 million per day in 2023.2024. Refiner and blender input volume increasedwas to893 thousand barrels per day for 2025, which was consistent with the 895 thousand barrels per day for 2024, which was 1% higher than the 888 thousand barrels per day in 2023.2024. Gasoline demand was consistent compared to the prior year at 8,8408,802 thousand barrels per day in 2024.2025. U.S. domestic ethanol ending stocks increaseddecreased by approximately 0.10.7 million barrels compared to the prior year to 23.622.9 million barrels as of December 31, 2024. As of this filing, according to Prime the Pump, there were approximately 3,724 retail stations selling E15 year-round, up from 3,244 at the beginning of the year.2025.

According to the USDA Foreign Agriculture Service, domestic ethanol exports through NovemberOctober 30,31, 2024,2025, were approximately 1,7201,750 mmg, which was 35%14% higher than 1,2741,532 mmg for the same period of 2023.2024. Canada was the largest export destination for U.S. ethanol accounting for approximately 36%37% of domestic ethanol export volume, driven in part by their national clean fuel standard. The Netherlands, the United Kingdom, India, Columbia,India and the NetherlandsColumbia accounted for approximately 13%,16%, 10%,9%, 7%9% and 7%,6%, respectively, of U.S. ethanol exports. We currently estimate that net ethanol exports will range from 1.82.1 to 2.02.3 billion gallons in 2025,2026, based on historical demand from a variety of countries and certain countries that seek to improve their air quality, reduce greenhouse gas emissions through low carbon fuel programs and eliminate MTBE from their own fuel supplies. Fluctuations in currencies relative to the U.S. Dollar could impact the U.S. ethanol competitiveness in the global market.

We continue to believe that over time demand will outpace supply leading to higher co-product returns. 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 precipitously 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 fourth quarter of 2024,2025, soybean crush was 600669 million bushels, up 2669 million bushels from the 574600 million bushels crushed during the fourth quarter of 2023.2024. Soybean oil stocks were at 1.241.64 billion pounds as of December 31, 2024,2025, which was slightly downup from the 1.361.24 billion pounds of stocks as of December 31, 2023.2024. Soybean meal production was 14.215.9 million short tons for the fourth quarter of 2024,2025, up from the 13.514.2 million short tons from the same period in the prior year.

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'sway proposedin which the EPA implements the Corporate Average Fuel Economy (CAFE) standards has fluctuated between further incentivizeincentivizing EV production.production and being more accommodating to liquid fuels, depending on the administration. Sales of EVs in the U.S. were approximately 1.3 million vehicles during 2024,2025, which represented approximately 8.1%7.8% of new vehicles sales, up from 7.6%8.1% in 2023.2024. Transition of the light duty surface transportation fleet from internal combustion engines to EVs could decrease the demand for ethanol.

Under the RFS, RINs impact supply and demand. The EPA assigns individual refiners, blenders, and importers the volume of renewable fuels they are obligated to use in each annual RVO based on their percentage of total production of domestic transportation fuel sales. Obligated parties use RINs to show compliance with the RFS mandated volumes. Ethanol producers assign RINs to each gallon of renewable fuel they produce and the RINs are detached when the renewable fuel is blended with transportation fuel domestically. Market participants can trade the detached RINs in the open market. The market price of detached RINs can affect the price of ethanol in certain markets and can influence purchasing decisions by obligated parties. SREs can reduce or waive entirely the obligation for a refinery, which has the practical effect of reducing the RVO, and by extension the number of RINs that need to be retired, which can impact their values and ultimately blending levels of renewable fuels. There are multiple on-going legal challenges to how the EPA has handled SREs and RFS rulemakings. On October 21, 2024, the U.S. Supreme Court agreed to review the various Circuit Court rulings on SREs to determine the proper venue. In June 2025, the U.S. Supreme Court ruled that legal challenges to EPA SRE decisions must be brought exclusively in the U.S. Court of Appeals for the District of Columbia, resolving prior conflicting appellate court decisions and limiting venue selection in future SRE litigation. While this ruling provides greater procedural certainty, ongoing litigation and future EPA policy regarding SREs could continue to impact RFS implementation and market dynamics.

The One-Pound Waiver, which was extended in May 2019 to allow E15 to be sold year-round to all vehicles model year 2001 and newer, was challenged in an action filed in Federal District Court for the D.C. Circuit. On July 2, 2021, the Circuit Court vacated the EPA’s rule so the future of summertime, defined as June 1 to September 15, sales of E15 is uncertain. The Supreme Court subsequently declined to hear a challenge to this ruling. In 2022, the EPA issued emergency waivers to allow for the continued sale of E15 during the summer months and similar summertime waivers have been issued each year since then, with the 20242025 driving season marking the sixthseventh consecutive year that E15 is able to be sold year-round nationwide, with the exception of California which has not approved the fuel.nationwide. 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.

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 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,IRA provided for an additional $500 million in USDA grants for biofuel infrastructure. On June 26, 2023, the USDA announced the initial $50 million in awards, and laid out a process for distributing the remaining $450 million, with $90 million being made available each quarter.

We dohave 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 expect inflationable to pass those costs along in most instances. As such, inflationary pressures could have a material impactadverse effect on our futureperformance resultsand offinancial operations.statements. However, inflationInflation has and may continue to impact the interest rate environment in which we operate, resulting in a higher cost of capital. Refer to Item 7A. - Qualitative and Quantitative Disclosures About Market Risk, Commodity Price Risk in this report for additional information related to interest rate risk.

Revenues. For our ethanol production segment, our revenues are derived primarily from the sale of ethanol, distillers grains, Ultra-High Protein and renewable corn oil. For our agribusiness and energy services segment, our primary sources of revenue include sales of ethanol, distillers grains and renewable corn oil that we market for our ethanol plants, in which we earn a marketing fee,fee. Our agribusiness and energy services segment also marketed ethanol produced by the plants until April 2025, when the company executed an agreement for Eco-Energy, LLC to market this production. This segment's revenues also contain sales of ethanol we marketed for a third-party, which ceased in April of 2025, and Ultra-High Protein we marketmarketed for a third-partythird-party, which ceased in October of 2025, and sales of other commodities purchased in the open market. The vast majority of our revenues are from forward contracts accounted for as derivatives under ASC 815 as disclosed in the tables within Note 3 - Revenue and Note 10 - Derivative Financial Instruments included in the notes to the audited consolidated financial statements included herein. Revenues include net gains or losses from derivatives related to products sold.

Cost of Goods Sold. For our ethanol production segment, cost of goods sold includes materials, direct labor, shipping and plant overhead costs. Materials include the cost of corn feedstock, natural gas, denaturant and process chemicals. Corn feedstock costs include gains and losses on related derivative financial instruments not designated as cash flow hedges, inbound freight charges, inspection costs and transfer costs, as well as reclassifications of gains and losses on cash flow hedges from accumulated other comprehensive income or loss. Direct labor includes all compensation and related benefits of personnel involved in ethanol production. Shipping costs incurred by the company, including railcar costs, are also reflected in cost of goods sold. Plant overhead consists primarily of plant utilities, repairs and maintenance, and outbound freight charges.

Gain on Sale of Assets. We completed the sale of the ethanol plant located in Rives, Tennessee in September 2025, resulting in a pretax gain of $35.8 million recorded at the corporate level. We also completed the sale of our 75% interest in Proventus LLC in May of 2025, resulting in a pretax loss of $4.0 million recorded at the corporate level. We completed the sale of the terminal located in Birmingham, Alabama in September 2024.2024, The sale of the terminal resultedresulting in a pretax gain of $30.7 million recorded at the corporate level. We also completed the sale of the ethanol plant located in Atkinson, Nebraska in September 2023.2023, The sale of Atkinson resultedresulting in a pretax gain of $4.1 million recorded at the corporate level.

Other Income (Expense). Other income (expense) includes interest earned, interest expenseexpense, inclusive of losses from debt extinguishments of $36.9 million for the year ended December 31, 2025, and other non-operating items,items as well asincluding $3.4 million and $27.7 millionof grants received from the USDA for the years-endedyear ended December 31, 2023 and 2022, respectively, related to the Biofuel Producer Program.

Income (Loss) from Equity Method Investees, Net of Income Taxes. Income (loss) from equity method investees, net of income taxes represents our proportional share of earnings from our equity method investees.investees and includes a pretax loss on the sale of our 50% investment in GP Turnkey Tharaldson of $26.9 million for the year ended December 31, 2025.

We maintained an average utilization rate of approximately 82%, or 94% excluding Fairmont, of capacity during 2024,2025, compared with 89%87% of capacity for the prior year.year, with both years measured using our updated capacity as discussed in Item 1 of this filing. Our operating strategy is to transform our company to a value-add agricultural technology company creating lower carbon, high-value ingredients from existing resources. Depending on the margin environment, we may exercise operational discretion that results in reductions in production volumes. It is possible that throughput volumes could fluctuate in the future, depending on various factors that drive each biorefinery’s variable contribution margin, including future driving and gasoline demand for the industry, demand for valuable co-products we produce, and the supply and pricing of renewable feedstocks needed to operate our biorefineries.

(21)Ethanol production includes an inventory lower of cost or net realizable value adjustmentadjustments of $1.5 million, $2.1 million, $2.6 million, and $12.3$2.6 million for the years-endedyears ended December 31, 2025, 2024, and 2023, and 2022, respectively.

(32)DepreciationEthanol and amortization for corporate activitiesproduction includes impairmentmargins from a one-time sale of aaccumulated research and development technology intangible assetRINs of $3.5$22.6 million for the year-endedyear ended December 31, 2024.2025.

(47)Corporate activities for the years-endedyears ended December 31, 20242025 and 20232024 include a $30.7 million and $4.1 millionpretax gain on sale of assets, net of $31.5 million and $30.7 million, respectively.

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 otherrestructuring incomecosts, associatednet with the USDA COVID-19 relief grants, gainsgain on sale of assets, andloss on sale of equity method investment, impairment of assets held for sale, our proportional share of EBITDA adjustments of our equity method investees.investees, 45Z production tax credits, and other (income) expense related to liability-based warrant expense and the USDA COVID-19 relief grants. 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.

(2)Other (income) expense for the years-endedyear ended December 31, 2025 includes non-cash expense related to the revaluation of liability-based warrants recorded within other, net on the consolidated statements of operations, while the year ended December 31, 2023 and 2022, includeincludes grants received from the USDA related to the Biofuel Producer Program of $3.4 million and $27.7 million, respectively.million.

(1)Ethanol production includes margins from a one-time sale of accumulated RINs of $22.6 million for the year ended December 31, 2025, offset by impairment of assets held for sale of $14.6 million for the year ended December 31, 2025, and an inventory lower of cost or net realizable value adjustment of $2.1$1.5 million, $2.6$2.1 million,million and $12.3$2.6 million for the years-endedyears ended December 31, 2024,2025, 2024 and 2023, and 2022, respectively.

(34)Other (income) expense for the years-endedyear ended December 31, 2025 includes non-cash expense related to the revaluation of liability-based warrants recorded within other, net on the consolidated statements of operations, while the year ended December 31, 2023 and 2022 includeincludes grants received from the USDA related to the Biofuel Producer Program of $3.4 million and $27.7 million, respectively.million.

The company has been and expects to continue to benefit from certain clean energy related tax credits as a result of recent changes in legislation. All eight of our operating ethanol plants have generated production tax credits under Section 45Z in 2026. The company has agreements to purchase RECs covering the threesix months ended MarchJune 31,30, 2026, to lower CI scores at certain plants. Based on production and CI scores for the three and six months ended MarchJune 31,30, 2026, the company recorded credits net of discounts totaling $65.6$68.4 million and $134.0 million, respectively, reducing costs of goods sold, related to Section 45Z production tax credits at the eight qualifying plants. Under the current statutory framework, Section 45Z production credits are set to expire in 2029. The company would then look to monetize credits available under Section 45Q until 2037.

During the firstsecond quarter of 2026, our plants in operation maintained an average utilization rate of approximately 97%88.3% of capacity, resulting in ethanol production of 174.2160.7 mmg, compared with 195.2193.6 mmg, or 92%91.3% of capacity, for the same quarter last year. The prior period utilization above has been adjusted to reflect updated capacity and for comparative purposes to align with our current period presentation. Our operating strategy is to transform our company to a value-add agricultural technology company creating lower carbon, high-value ingredients from existing resources. Depending on the margin environment, we may exercise operational discretion that results in reductions in production volumes. It is possible that throughput volumes could fluctuate in the future, depending on various factors that drive each biorefinery’s variable contribution margin, including future driving and gasoline demand for the industry, demand for valuable co-products we produce, and the supply and pricing of renewable feedstocks needed to operate our biorefineries.

According to the EIA, domestic ethanol production averaged 1.101.09 million barrels per day during the firstsecond quarter of 2026, which was approximately 2.0%3.0% higher than the 1.081.05 million barrels per day for the same quarter last year. Refiner and blender input volume was 857911 thousand barrels per day for the firstsecond quarter of 2026, compared with 855910 thousand barrels per day for the same quarter last year. Gasoline demand for the firstsecond quarter of 2026 was in lineconsistent with the priorsame quarter last year quarter at 8.58.9 million barrels per day.day during the second quarter of 2026. U.S. domestic ethanol ending stocks decreasedincreased by approximately 0.6 million barrels compared to the prior year, or 2.3%,2.4%, to 26.024.7 million barrels as of MarchJune 31,30, 2026.

According to the USDA Foreign Agriculture Service, domestic ethanol exports through FebruaryMay 28,31, 2026, were approximately 4221,001 mmg, up from the 337890 mmg for the same period of 2025. Year to date, Canada was the largest export destination for U.S. ethanol accounting for approximately 31%35% of domestic ethanol export volume, driven in part by their national clean fuel standard. The Netherlands, Brazil, IndiaColombia, South Korea and Colombiathe Philippines accounted for approximately 18%, 15%,7%, 9%,5%, 5% and 5%, respectively, of U.S. ethanol exports. We currently estimate that net ethanol exports will range from 2.3 to 2.4 billion gallons in 2026, based on historical demand from a variety of countries and certain countries that seek to improve their air quality, reduce greenhouse gas emissions through low carbon fuel programs and eliminate MTBE from their own fuel supplies. Fluctuations in currencies relative to the U.S. Dollar could impact the U.S. ethanol competitiveness in the global market.

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,grow, so too has the production of vegetable proteins from multiple companies in an effort to capitalize on this trend,proteins, most notably in U.S. soy crushing capacity, which has led to an over-supplied domestic market and compressed protein values.capacity. 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 firstsecond quarter of 2026, soybean crush was approximately 656.6635.0 million bushels, up 83.766.3 million bushels from the 572.9568.7 million bushels crushed during the firstsecond quarter of 2025. Soybean oil stocks for the firstsecond quarter of 2026 were 2.0 billion pounds, which was up 0.5 billion pounds from the 1.5 billion pounds ofcompared stockswith as1.4 ofbillion Marchpounds 31,for 2025.the same quarter last year. Soybean meal production was 15.615.1 million short tons for the firstsecond quarter of 2026, up 2.01.6 million short tons from the 13.613.5 million short tons from the same period in the prior year.

On February 3, 2026, the U.S. Department of the Treasury and the Internal Revenue Service issued proposed regulations governing administration of the Section 45Z Clean Fuel Production Credit. The proposed regulations provide guidance on credit eligibility, emissions rate determination, registration and certification requirements, and implementation of amendments made by the OBBB. Among other things, the proposed regulations (i) limit eligible feedstocks to those grown or produced in the United States, Canada, or Mexico; (ii) eliminate indirect land use change (“iLUC”) from CI calculations; (iii) prohibit negative emissions rates except in limited circumstances; (iv) include anti‑abuse and prohibited foreign entity provisions; (v) allow credit eligibility for fuel sold through intermediaries and, in certain circumstances, related parties; and (vi) require use of the most current Treasury‑approved 45Z‑GREET lifecycle analysis model. The final form of these regulations, including future updates to the 45Z‑GREET model and integration of climate‑smartregenerative agricultural practices, may or may not reflect the guidance in the proposed regulations and could materially impact the value of the credit and our ability to benefit from it.

The RFS sets a floor for biofuels use in the United States. In March 2026, the EPA finalized RVOs for 2026 and 2027,2027 (RFS "Set 2"), setting the implied conventional ethanol levels at 15 billion gallons for 2026 and 2027. The EPA also finalized an increase in biomass based diesel volumes setting the volumes at 5.4 billion for 2026 and 5.7 billion for 2027. The EPA's proposal that any foreign produced fuel or fuel produced with foreign feedstocks would only generate 50% of the RIN value did not make it in the final rule. Instead, the EPA indicated this provision would be incorporated into the 2028 RVO. The final RVO includes 70% reallocation of volumes previously waived by SREs.

Under the RFS, RINs impact supply and demand. The EPA assigns individual refiners, blenders, and importers the volume of renewable fuels they are obligated to use in each annual RVO based on their percentage of total production of domestic transportation fuel sales. Obligated parties use RINs to show compliance with the RFS mandated volumes. Ethanol producers assign RINs to each gallon of renewable fuel they produce and the RINs are detached when the renewable fuel is blended with transportation fuel domestically. Market participants can trade the detached RINs in the open market. The market price of detached RINs can affect the price of ethanol in certain markets and can influence purchasing decisions by obligated parties. SREs can reduce or waive entirely the obligation for a refinery, which has the practical effect of reducing the RVO, and by extension the number of RINs that need to be retired, which can impact their values and ultimately blending levels of renewable fuels. There are multiple on-going legal challenges to how the EPA has handled SREs and RFS rulemakings. On October 21, 2024, the U.S. Supreme Court agreed to review the various Circuit Court rulings on SREs to determine the proper venue. In June 2025, the U.S. Supreme Court ruled that legal challenges to EPA SRERFS decisions must be brought exclusively in the U.S. Court of Appeals for the District of Columbia, resolving prior conflicting appellate court decisions and limiting venue selection in future SRERFS litigation. On May 28, 2026, several environmental groups filed a lawsuit challenging RFS “Set 2” rule, claiming the EPA failed to properly account for the environmental impacts of crop-based biofuel. On May 29, 2026, the American Fuel & Petrochemical Manufacturers Association filed a lawsuit challenging the 2026-2027 RVOs citing increased compliance costs. On June 1, 2026, the Renewable Natural Gas Coalition filed a lawsuit challenging the EPA’s decision to partially waive the cellulosic RVO in the RFS “Set 2” rule. The U.S. Court of Appeals for the District of Columbia quickly consolidated these lawsuits by June 3, 2026. While thisthese rulinglawsuits provideswere greateran proceduralexpected certainty,outcome of the most recent “Set 2” rule, ongoing litigation and future EPA policy regarding SREs could continue to impact RFS implementation and market dynamics.

The One-Pound Waiver, which was extended in May 2019 to allow E15 to be sold year-round to all vehicles model year 2001 and newer, was challenged in an action filed in Federal District Court for the D.C. Circuit. On July 2, 2021, the Circuit Court vacated the EPA’s rule so the future of summertime, defined as June 1 to September 15, sales of E15 is uncertain. The Supreme Court subsequently declined to hear a challenge to this ruling. In 2022, the EPA issued emergency waivers to allow for the continued sale of E15 during the summer months and similar summertime waivers have been issued each year since then, with the 2026 driving season marking the eighth consecutive year that E15 is able to be sold year-round nationwide. The EPA has also allowed for the elimination of the One-Pound Waiver for E10 in several Midwestern states, which would have the practical effect of allowing for E15 to be sold year-round in the following states: Illinois, Iowa, Minnesota, Missouri, Nebraska, Ohio, South Dakota and Wisconsin. Legislation to resolve this issue has been introduced multiple times over the past five years. In December 2024, a provision to permanently authorize nationwide year-round sales of E15 was included in a government spending bill but was subsequently removed prior to enactment. In early 2026, legislation to authorize year-round nationwide sales of E15 was expected to be included in the Farm Bill but was ultimately removed prior to House passage. On May 13, 2026, the U.S. House of Representatives passed the Nationwide Consumer and Fuel Retailer Choice Act, legislation that would permit nationwide year-round sales of E15 and would also amend certain provisions of the Renewable Fuel Standard. As of July 31, 2026, year-round E15 provisions were reintroduced for consideration as part of ongoing Farm Bill negotiations, providing an additional potential legislative pathway to permanently authorize nationwide year-round sales of E15. Although the current Administration has signaled it would sign E15 legislation into law, the future of a legislative fix to summertime E15 remains uncertain as it must pass both chambers of Congress.

(1)Ethanol production includes $56.1$60.4 million and $116.5 million of Section 45Z production tax credits net of discounts and other costs for the three and six months ended MarchJune 31,30, 2026, recorded as a reduction of cost of goods sold.

(26)Corporate activities includes $10.3$1.7 million and $12.0 million of restructuring costs for the three and six months ended MarchJune 31,30, 2025 as a result of the company's cost reduction initiative, including severance related to the departure of its former CEO.

We use EBITDA, adjusted EBITDA, and segment EBITDA as measures of profitability to compare the financial performance of our reportable segments and manage those segments. EBITDA is defined as earnings before interest expense, income taxes, depreciation and amortization excluding the amortization of right-of-use assets and debt issuance costs. Adjusted EBITDA includes adjustments related to restructuring costscosts, loss on sale of assets, impairment of assets held for sale, loss on sale of equity method investment and our proportional share of EBITDA adjustments of our equity method investees. We believe EBITDA, adjusted EBITDA and segment EBITDA are useful measures to compare our performance against other companies. These measures should not be considered an alternative to, or more meaningful than, net income, which is prepared in accordance with GAAP. EBITDA, adjusted EBITDA, and segment EBITDA calculations may vary from company to company. Accordingly, our computation of EBITDA, adjusted EBITDA, and segment EBITDA may not be comparable with a similarly titled measure of other companies.

The following table reconciles net income (loss) including noncontrolling interest to adjusted EBITDA (in thousands):

(1)Ethanol production includes $55.2$58.7 million and $113.9 million of Section 45Z production tax credits recorded net of discounts anddiscounts, other costs and selling, general and administrative expenses for the three and six months ended MarchJune 31,30, 2026.2026, respectively.

Three Months Ended MarchJune 31,30, 2026 Compared with the Three Months Ended MarchJune 31,30, 2025

Consolidated revenues decreased $155.7$106.6 million for the three months ended MarchJune 31,30, 2026 compared with the same period in 2025, primarily due to lower revenues within our ethanol production segment as a result of lower volumes sold primarily driven by the disposition of our Obion, Tennessee plant and lower weighted average selling prices on ethanol, as well as lower revenues in our agribusiness and energy services segment as a result of the company ceasing a third-party marketing agreement with Tharaldson Ethanol Plant I LLC effective April 1, 2025.plant.

Net income increased $106.1$139.4 million and adjusted EBITDA increased $95.7$76.9 million for the three months ended MarchJune 31,30, 2026 compared with the same period last year primarily due to recognition of $55.2$58.7 million of Section 45Z production tax credits recorded net of discountsdiscounts, other costs and otherselling, costs,general and administrative expenses, higher margins in our ethanol production and agribusiness and energy services segments and $23.4$5.9 million of lower selling, general and administrative expenses primarily as a result of restructuring costs of $16.6$2.5 million incurred during the three months ended MarchJune 31,30, 2025. Interest expense increaseddecreased $2.6$5.8 million for the three months ended MarchJune 31,30, 2026 compared with the same period in 2025 primarily due to prior year loan fees related to the issuance and modification of warrants in conjunction with access to a short-term line of credit and an amendment on our Junior Notes, offset by higher debt balances associated with carbon sequestration equipment. Income tax expensebenefit was $2.9$5.5 million for the three months ended MarchJune 31,30, 2026, compared with income tax expense of $0.1$2.3 million for the same period in 2025 primarily due to the increase in pre-tax book income, which was partially offset by the generation of non-taxable income from the Section 45Z production tax credits, and changes in the valuation allowance on deferred tax assets.assets, offset by an increase in pre-tax book income from the generation of non-taxable 45Z production tax credits.

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

Revenues in our ethanol production segment decreased $104.4$116.4 million for the three months ended MarchJune 31,30, 2026 compared with the same period in 2025, primarily due to the disposition of our Obion, Tennessee plant resulting in decreased revenues of $60.6 million, decreased ethanol revenues of $11.0 million driven by lower ethanol,freight revenue and $25.0 million driven by timing of ethanol revenue recognition during the three months ended June 30, 2025 both as a result of our transition to a third party marketing arrangement, a one-time sale of accumulated RINs of $22.6 million during the three months ended June 30, 2025, lower ethanol and distillers grains and renewable corn oil volumes sold resulting in decreased revenues of $40.8 million, $10.8$12.3 million and $2.8$6.3 million, respectively, lower weighted average selling prices on ethanol resulting in decreased revenues of $57.6 million, and decreased revenues as a result of hedging activities of $12.3$15.2 million, and lower weighted average selling prices on distillers grains resulting in decreased revenues of $1.2 million, partially offset by higher project revenues of $5.8 millionethanol and higher renewable corn oil weighted average selling prices resulting in increased revenues of $7.4$15.9 million and $2.0 million, respectively, higher project revenues of $12.2 million and higher renewable corn oil volumes sold resulting in increased revenue of $6.9 million.

Cost of goods sold in our ethanol production segment decreased $181.8$187.1 million for the three months ended MarchJune 31,30, 2026 compared with the same period last year primarily due to the recognition of $56.1$60.4 million of Section 45Z production tax credits net of discounts and other costs, as well as lower freightcorn costs,volumes purchased, lower cornethanol volumes purchased, decreased weighted average corn prices, lower ethanolfreight volumes purchasedcosts, and hedging activities resulting in decreased costs of $37.3$50.5 million, $35.7$45.3 million, $24.4$21.4 million, $14.5$11.2 millionmillion, and $7.5$1.6 million, respectively.

Operating income in our ethanol production segment increased $79.0$83.2 million for the three months ended MarchJune 31,30, 2026 compared with the same period in 2025 primarily due to increased margins as outlined above. Depreciation and amortization expense for the ethanol production segment was $23.2$22.7 million for the three months ended MarchJune 31,30, 2026, compared with $21.0$22.9 million for the same period last year, with the increase driven by carbon sequestration equipment placed in service during the fourth quarter of 2025.year.

Revenues in our agribusiness and energy services segment decreasedincreased $51.2$8.0 million while operating income increased $11.4$5.9 million for the three months ended MarchJune 31,30, 2026, compared with the same period in 2025. The decreaseincrease in revenues was primarily due to theincreased companyethanol ceasing a third-party marketing agreement with Tharaldson Ethanol Plant I LLC effective April 1, 2025, offset by higher natural gastrading revenues. The increase in operating income was primarily due to higher natural gas trading margins.

Intersegment eliminations of revenues increaseddecreased by $0.1$1.8 million for the three months ended MarchJune 31,30, 2026.2026 primarily due to decreased marketing and corn origination fees paid to the agribusiness and energy services segment as a result of lower volumes processed.

Operating loss was impacted by an decrease in corporate activities of $16.7$7.2 million for the three months ended MarchJune 31,30, 2026 compared with 2025 primarily due to higher personnel costs as a result of restructuring in the prior period.

On MarchJune 31,30, 2026, we had $95.7$185.4 million in cash and cash equivalents and $87.4$57.7 million in restricted cash. We also had $336.0$290.0 million available under our committed revolving credit agreement, subject to restrictions or other lending conditions. Total corporate liquidity consisting of unrestricted cash, distributable cash from subsidiaries and credit facility availability was $148.3$196.4 million as of MarchJune 31,30, 2026. Funds at certain subsidiaries are generally required for their ongoing operational needs and restricted from distribution. At MarchJune 31,30, 2026, our subsidiaries had approximately $43.4$44.0 million of net assets that were not available to use in the form of dividends, loans or advances due to restrictions contained in their credit facilities. On April 17, 2026, the Revolver Facility was amended by the Second Amendment to the Loan and Security Agreement and the borrowing limit was reduced from $350 million to $300 million which reduced our totalavailability corporateunder liquidity.the committed revolving credit agreement.

Net cash usedprovided inby operating activities was $39.5$46.8 million for the threesix months ended MarchJune 31,30, 2026, compared with net cash usedprovided inby operating activities of $55.0$3.8 million for the same period in 2025. Net cash usedprovided inby operating activities compared to the prior year decreasedincreased primarily due to higher net income and changes in derivative financial instruments partially offset by working capital changes related to inventories, production tax creditscredits, inventories and accounts payable. Net cash used in investing activities was $4.4$15.1 million for the threesix months ended MarchJune 31,30, 2026, compared with net cash used in investing activities of $20.7$32.3 million for the same period in 2025. Investing activities were primarily affected by lower capital expenditures in the current period. Net cash used in financing activities was $3.0$18.7 million for the threesix months ended MarchJune 31,30, 2026, compared with net cash used in financing activities of $7.0$28.1 million for the same period in 2025, primarily due higher net payments on short-term borrowings in 2025 offset by proceeds from a product financing arrangement in 2025.

We incurred net capital expenditures of approximately $6.4$17.1 million during the threesix months ended MarchJune 31,30, 2026, primarily for various capital projects. The current projected estimate for capital spending related to maintenance, environmental, health and safety is approximately $15$10 million to $25$15 million for the remainder of 2026, which is subject to review prior to the initiation of any project, and expected to be financed with cash on hand and with cash provided by operating activities. We expect additional capital spending related to growthefficiency projects during the remainder of 2026.2026 of $20 million to $25 million, primarily for the addition of a grain storage building at our Wood River facility.

The company generated $55.2$58.7 million and $113.9 million of EBITDA resulting from Section 45Z production tax credits net of discounts and other costs during the three and six months ended MarchJune 31,30, 2026.2026, respectively. Estimated based on the current production outlook, eligible gallons, and priceexpected assumptionssales similar toof the production tax credits that were agreed to in the fall of 2025,credits, the company expects to generate between $200 million and $225 million of EBITDA from the generation of 45Z production tax credits for the year ended December 31, 2026. This is subject to change based on actual production volumes, CI factors at eligible plants, and the final sales price of production tax credits generated in 2026.

In August 2014 and October 2019, our Board authorized a share repurchase program of up to $200.0 million of our common stock. Under the program, we may repurchase shares in open market transactions, privately negotiated transactions, accelerated share buyback programs, tender offers or by other means. The timing and amount of repurchase transactions are determined by our management based on market conditions, share price, legal requirements and other factors. The program may be suspended, modified or discontinued at any time without prior notice. Since inception of the repurchase program, we have repurchased 10.3 million shares of common stock for approximately $122.8 million under the program. We did not repurchase any shares of common stock during the firstsecond quarter of 2026.

We were in compliance with our debt covenants at MarchJune 31,30, 2026. Based on our forecasts, we anticipate we will maintain compliance at each of our subsidiaries for the next twelve months. We cannot provide assurance that actual results will approximate our forecasts or that we will inject the necessary capital into a subsidiary to maintain compliance with its respective covenants. In the event a subsidiary is unable to comply with its debt covenants, the subsidiary’s lenders may determine that an event of default has occurred, and following notice, the lenders may terminate the commitment and declare the unpaid balance due and payable.

In March 2021, we issued $230.0 million of unsecured 2.25% convertible senior notes due in 2027 (the "2027 Notes"). The 2027 Notes bear interest at a rate of 2.25% per year, payable on March 15 and September 15 of each year. The initial conversion rate is 31.6206 shares of our common stock per $1,000 principal amount of 2027 Notes (equivalent to an initial conversion price of approximately $31.62 per share of our common stock), representing an approximately 37.5% premium over the offering price of our common stock. The conversion rate is subject to adjustment upon the occurrence of certain events, including but not limited to; the event of a stock dividend or stock split; the issuance of additional rights, options and warrants; spinoffs; or a tender or exchange offering. In addition, we may be obligated to increase the conversion rate for any conversion that occurs in connection with certain corporate events, including our calling the 2027 Notes for redemption. We may settle the 2027 Notes in cash, common stock or a combination of cash and common stock. We plan to settle the 2027 Notes with cash generated from operating activities upon maturity.

On October 27, 2025, the company executed separate, privately negotiated exchange agreements with certain of the holders of its existing 2027 Notes to exchange (the “exchange transactions”) $170 million aggregate principal amount of the 2027 Notes for $170 million of newly issued 5.25% Convertible Senior Notes due November 2030 (the “2030 Notes”). Additionally, the company completed separate, privately negotiated subscription agreements pursuant to which it issued $30 million of 2030 Notes for $30 million in cash (the “subscription transactions”). The 2030 Notes bear interest at a rate of 5.25% per year, payable on May 1 and November 1 of each year, beginning May 1, 2026. The 2030 notes are general unsecured obligations of the company. The initial conversion rate of the 2030 Notes is 63.6132 shares of common stock per $1,000 principal amount of 2030 Notes (equivalent to an initial conversion price of approximately $15.72 per share of common stock, which represents a conversion premium of approximately 50% over the offering price of our common stock), and is subject to customary anti-dilution adjustments. At MarchJune 31,30, 2026, the outstanding principal balances on the remaining 2027 Notes and the 2030 Notes were $60.0 million and $200.0 million, respectively.

Green Plains Shenandoah, a wholly-owned subsidiary, has a $75.0 million secured loan agreement, which matures on September 1, 2035. At MarchJune 31,30, 2026, the outstanding principal balance was $69.8$69.4 million on the loan and the interest rate was 6.52%.5.77%.

At March 31, 2026, Green Plains Finance Company, Green Plains Grain and Green Plains Trade had total senior secured revolving commitments of $350.0$300.0 million and an accordion feature whereby amounts available under the Facility may be increased by up to $100.0 million of new lender commitments subject to certain conditions. 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 MarchJune 31,30, 2026, the outstanding principal balance was $14.0$10.0 million on the facility and the interest rate was 6.83%.6.24%. On April 17, 2026, the Facility was further amended by the Second Amendment to the Loan and Security Agreement (the “Second Revolver Amendment”). The Second Revolver Amendment (i) extendsextended the termination date of the Facility from March 25, 2027 to September 25, 2027 and (ii) reducesreduced the size of the Facility commitment from $350 million to $300 million.

Green Plains Commodity Management has an uncommitted $20.0 million secured revolving credit facility to finance margins related to its hedging programs that matures on April 30, 2028. Advances are subject to variable interest rates equal to SOFR plus 1.75%. At MarchJune 31,30, 2026, the outstanding principal balance was $20.0$17.0 million on the facility and the interest rate was 5.45%.5.34%.