8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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FORM 8-K

_________________

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):  September 25, 2025

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GREEN PLAINS INC.

(Exact name of registrant as specified in its charter)

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Iowa	001-32924	84-1652107
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

1811 Aksarben Drive

Omaha, Nebraska 68106

(Address of Principal Executive Offices) (Zip Code)

(402) 884-8700

(Registrant's telephone number, including area code)

(Former name or former address, if changed since last report)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, par value $0.001 per share	GPRE	The Nasdaq Stock Market LLC

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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 2.01. Completion of Acquisition or Disposition of Assets.

As previously announced, Green Plains Obion LLC (“Green Plains Obion”), a wholly-owned subsidiary of Green Plains Inc. (the “Company”), entered into an asset purchase agreement (the “Agreement” and the transactions contemplated thereby, the “Transaction”) for the sale of the ethanol plant located in Rives, Tennessee (the “Facility”) to POET Biorefining – Obion, LLC (“Buyer”). On September 25, 2025, the Company completed the Transaction for $190 million in cash. The total includes an estimated $20 million in working capital, to be finalized post-closing. The proceeds from the Transaction were used to retire the Company’s junior mezzanine notes that were due in 2026 and to supplement corporate liquidity.

Item 7.01. Regulation FD Disclosure.

On September 26, 2025, the Company issued a press release announcing the completed sale of the Facility and the repayment of the junior mezzanine notes. A copy of the press release is furnished hereto as Exhibit 99.1 and incorporated into this Item 7.01 by reference.

The information in this Item 7.01 of Form 8-K, including the accompanying Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to the liability of such section, nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, regardless of the general incorporation language of such filing, except as shall be expressly set forth by specific reference in such filing.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits. The following exhibits are filed as part of this report.

Exhibit No.	Description of Exhibit
99.1	Press Release, datedSeptember 26, 2025
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	Green Plains Inc.
Date: September 26, 2025	By:	/s/ Philip B. Boggs
		Philip B. Boggs
		Chief Financial Officer<br><br>(Principal Financial Officer)

Document

Exhibit 99.1 <br><br>FOR IMMEDIATE RELEASE

Green Plains Sells Tennessee Plant, Strengthens Balance Sheet

OMAHA, Neb. September 26, 2025 - (BUSINESS WIRE) - Green Plains Inc. (NASDAQ:GPRE) today announced that it has completed the previously announced sale of its ethanol plant in Rives, Tennessee, to POET Biorefining - Obion, LLC for $190 million in cash. The total includes an estimated $20 million in working capital, to be finalized post-closing.

This transaction strengthens Green Plains’ balance sheet by eliminating the company’s junior mezzanine debt and enhancing liquidity. It provides greater financial flexibility consistent with the company’s strategy to optimize its portfolio and advance carbon reduction initiatives.

About Green Plains Inc.

Green Plains Inc. (NASDAQ:GPRE) is a leading biorefining company advancing the transition to a low-carbon world through the production of renewable fuels and sustainable, high-impact ingredients. The company leverages agricultural, biological, and fermentation expertise to transform annually renewable crops into low-carbon energy and sustainable feedstocks. Green Plains is actively deploying carbon capture and storage (CCS) solutions, with three of its facilities set to begin carbon capture later this year. Through innovation and operational excellence, Green Plains is reducing the carbon intensity of its products while delivering value to stakeholders. For more information, visit www.gpreinc.com.

Forward-Looking Statements

This press release contains “forward-looking statements” within the meaning of the U.S. federal securities laws about the Company, Green Plains Obion and the proposed transaction, including but not limited to all statements about the timing and approvals of the proposed transaction; satisfaction of other customary closing conditions, expectations of future plans, priorities, focus and benefits of the proposed transaction, which are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Words such as “expect,” “likely,” “outlook,” “forecast,” “preliminary,” “would,” “could,” “should,” “can,” “will,” “project,” “intend,” “plan,” “goal,” “guidance,” “target,” “continue,” “sustain, “ “synergy,” “on track,” “believe,” “seek,” “estimate,” “anticipate,” “may,” “possible,” “assume,” and variations of such words and similar expressions are intended to identify such forward-looking statements. You should view these statements with caution and should not place undue reliance on such statements. They are based on the facts and circumstances known to the Company as of the date the statements are made. These forward-looking statements are subject to risks and uncertainties that could cause actual results to be materially different from those set forth in such forward-looking statements, including but not limited to, the ability of the parties to consummate the transaction in a timely manner or at all; satisfaction of the conditions precedent to the consummation of the transaction, including but not limited to the ability to obtain required regulatory or government approvals or to obtain such approvals on satisfactory conditions; the occurrence of any event, change or other circumstance that could give rise to the termination of the definitive agreement; the effects that any termination of the definitive agreement may have on the Company, Green Plains Obion or their respective businesses; and other risks and uncertainties described in the Company’s filings with the SEC, including Part I, Item 1A of the Company’s most recently filed Annual Report on Form 10-K and subsequent reports on Form 10-Q, which are incorporated herein by reference, and in other documents that the Company may file or furnish with the SEC. Except to the extent required by law, the Company does not assume any obligation to update any forward-looking statement, including financial estimates and forecasts, whether as a result of future events, circumstances or developments or otherwise.

Green Plains Inc. Contact

Investor Relations | 402.884.8700 | investor@gpreinc.com