8-K
Green Plains Inc. (GPRE)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_________________
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
_______________________________
GREEN PLAINS INC.
(Exact name of registrant as specified in its charter)
_______________________________
| 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 |
_______________________________
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 of Disposition of Assets.
On August 27, 2025, Green Plains Inc. (the “Company”) announced that its wholly owned subsidiary, Green Plains Obion LLC (“Green Plains Obion”), entered into an asset purchase agreement for the sale of the ethanol plant located in Rives, Tennessee (the “Agreement”) 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”).
This Form 8-K provides pro forma financial information for the POET Transaction as described in Item 9.01 below.
Item 9.01. Financial Statements and Exhibits.
(b) Pro Forma Financial Information.
The unaudited pro forma condensed consolidated balance sheet of Green Plains Inc. as of June 30, 2025, and the unaudited pro forma condensed consolidated statements of operations for the six months ended June 30, 2025, and for the fiscal year ended December 31, 2024, and notes thereto, are attached as Exhibit 99.1 to this Form 8-K and incorporated in this Item 9.01(b) by reference.
(d) Exhibits. The following exhibits are filed as part of this report.
| Exhibit No. | Description of Exhibit |
|---|---|
| 99.1 | Unaudited Pro FormaConsolidated Financial Statements |
| 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: October 1, 2025 | By: | /s/ Philip B. Boggs |
| Philip B. Boggs | ||
| Chief Financial Officer<br>(Principal Financial Officer) |
Document
Exhibit 99.1
GREEN PLAINS INC.
UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL STATEMENTS
AND RELATED NOTES THERETO
Introduction and Basis of Presentation
On August 22, 2025, Green Plains Inc. (the “Company”) and its wholly owned subsidiary, Green Plains Obion LLC (“Green Plains Obion”), entered into an asset purchase agreement for the sale of the ethanol plant located in Rives, Tennessee and certain related assets from subsidiaries (the “Agreement”) to POET Biorefining - Obion, LLC (“POET”) for $170 million plus $13.8 million of preliminary working capital (the “POET Transaction”). Proceeds from the transaction were used to retire the Company’s junior mezzanine notes that were due in 2026, and to supplement corporate liquidity. The POET Transaction was previously described in a Current Report of the Company on Form 8-K filed with the United States Securities and Exchange Commission on August 27, 2025. On September 25, 2025, the Company closed on the POET Transaction, as described in a Current Report of the Company on Form 8-K filed with the United States Securities Exchange Commission on September 26, 2025.
The following unaudited pro forma consolidated balance sheet as of June 30, 2025 of the Company is presented as if the POET Transaction had occurred on June 30, 2025. The unaudited pro forma consolidated statements of operations for the six months ended June 30, 2025, and for the year ended December 31, 2024, are presented as if the POET Transaction had occurred on January 1, 2024.
The unaudited pro forma consolidated balance sheet and statements of operations included herein are for informational purposes only and are not necessarily indicative of the results that might have occurred had the POET Transaction taken place on the respective dates assumed. Actual results may differ significantly from those reflected in the unaudited consolidated pro forma financial statements for various reasons, including but not limited to, the differences between the assumptions used to prepare the unaudited pro forma consolidated financial statements and actual results. The pro forma adjustments in the unaudited pro forma consolidated balance sheet and the statements of operations included herein include the use of estimates and assumptions as described in the accompanying notes. The pro forma adjustments are based on information available to the Company at the time these unaudited pro forma consolidated financial statements were prepared. The Company believes its current estimates provide a reasonable basis of presenting the significant effects of the POET Transaction.
The unaudited pro forma consolidated financial statements should be read in conjunction with the accompanying notes in addition to the following:
•the historical financial statements of the Company as of and for the year ended December 31, 2024, and the related notes included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024;
•the historical unaudited financial statements of the Company as of and for the six months ended June 30, 2025, and the related notes included in the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2025.
GREEN PLAINS INC.
UNAUDITED PRO FORMA CONSOLIDATED BALANCE SHEET
AS OF JUNE 30, 2025
(in thousands)
| Green Plains Inc. | Disposition of Obion Ethanol Plant | Pro Forma Adjustments<br>(Note 2) | Pro Forma <br>Consolidated | ||||||
|---|---|---|---|---|---|---|---|---|---|
| ASSETS | |||||||||
| Current assets | |||||||||
| Cash and cash equivalents | $ | 108,624 | $ | (126) | $ | 183,827 | (a) | $ | 165,077 |
| (127,500) | (b) | ||||||||
| Restricted cash | 44,096 | (6,099) | — | 50,195 | |||||
| Accounts receivable, net | 78,473 | — | — | 78,473 | |||||
| Inventories | 156,411 | 18,726 | — | 137,685 | |||||
| Prepaid expenses and other | 17,233 | 21 | — | 17,212 | |||||
| Receivable from sale of equity method investment | 24,170 | — | — | 24,170 | |||||
| Derivative financial instruments | 7,199 | 166 | — | 7,033 | |||||
| Total current assets | 436,206 | 12,688 | 56,327 | 479,845 | |||||
| Property and equipment, net | 1,066,983 | 129,005 | — | 937,978 | |||||
| Operating lease right-of-use assets | 63,235 | 35 | — | 63,200 | |||||
| Other assets | 46,092 | 7 | — | 46,085 | |||||
| Total assets | $ | 1,612,516 | $ | 141,735 | $ | 56,327 | $ | 1,527,108 | |
| LIABILITIES AND STOCKHOLDERS' EQUITY | |||||||||
| Current liabilities | |||||||||
| Accounts payable | $ | 98,836 | $ | 6,371 | $ | — | $ | 92,465 | |
| Accrued and other liabilities | 44,412 | 2,245 | — | 42,167 | |||||
| Derivative financial instruments | 11,312 | — | — | 11,312 | |||||
| Operating lease current liabilities | 23,101 | 12 | — | 23,089 | |||||
| Product financing arrangement | 37,146 | — | — | 37,146 | |||||
| Short-term notes payable and other borrowings | 80,064 | — | — | 80,064 | |||||
| Current maturities of long-term debt | 2,125 | 82 | — | 2,043 | |||||
| Total current liabilities | 296,996 | 8,710 | — | 288,286 | |||||
| Long-term debt | 426,002 | 617 | (127,500) | (b) | 306,579 | ||||
| 8,694 | (c) | ||||||||
| Operating lease long-term liabilities | 41,872 | 28 | — | 41,844 | |||||
| Carbon equipment liabilities | 82,008 | — | — | 82,008 | |||||
| Other liabilities | 25,206 | — | — | 25,206 | |||||
| Total liabilities | 872,084 | 9,355 | (118,806) | 743,923 | |||||
| Stockholders' equity | |||||||||
| Common stock | 68 | — | — | 68 | |||||
| Additional paid-in capital | 1,236,469 | — | — | 1,236,469 | |||||
| Retained earnings (deficit) | (463,442) | 132,380 | 183,827 | (a) | (420,689) | ||||
| (8,694) | (c) | ||||||||
| Accumulated other comprehensive loss | (6,741) | — | — | (6,741) | |||||
| Treasury stock | (31,174) | — | — | (31,174) | |||||
| Total Green Plains stockholders' equity | 735,180 | 132,380 | 175,133 | 777,933 | |||||
| Noncontrolling interests | 5,252 | — | — | 5,252 | |||||
| Total stockholders' equity | 740,432 | 132,380 | 175,133 | 783,185 | |||||
| Total liabilities and stockholders' equity | $ | 1,612,516 | $ | 141,735 | $ | 56,327 | $ | 1,527,108 |
GREEN PLAINS INC.
UNAUDITED PRO FORMA CONSOLIDATED STATEMENT OF OPERATIONS
FOR THE YEAR ENDED DECEMBER 31, 2024
(in thousands)
| Green Plains Inc. | Disposition of Obion Ethanol Plant | Pro Forma Adjustments (Note 2) | Pro Forma Consolidated | ||||||
|---|---|---|---|---|---|---|---|---|---|
| Revenues | $ | 2,458,796 | $ | 231,467 | $ | — | $ | 2,227,329 | |
| Costs and expenses | |||||||||
| Cost of goods sold (excluding depreciation and amortization expenses reflected below) | 2,328,346 | 207,461 | — | 2,120,885 | |||||
| Selling, general and administrative expenses | 118,045 | 4,411 | — | 113,634 | |||||
| Gain on sale of assets | (30,723) | — | — | (30,723) | |||||
| Depreciation and amortization expenses | 90,587 | 10,493 | — | 80,094 | |||||
| Total costs and expenses | 2,506,255 | 222,365 | — | 2,283,890 | |||||
| Operating income (loss) | (47,459) | 9,102 | — | (56,561) | |||||
| Other income (expense) | |||||||||
| Interest income | 7,560 | — | — | 7,560 | |||||
| Interest expense | (33,095) | 71 | 14,826 | (d) | (18,340) | ||||
| Other, net | 1,696 | — | — | 1,696 | |||||
| Total other income (expense) | (23,839) | 71 | 14,826 | (9,084) | |||||
| Income (loss) before income taxes and loss from equity method investees | (71,298) | 9,173 | 14,826 | (65,645) | |||||
| Income tax expense | (6,212) | — | — | (6,212) | |||||
| Loss from equity method investees, net of income taxes | (3,679) | — | — | (3,679) | |||||
| Net income (loss) | (81,189) | 9,173 | 14,826 | (75,536) | |||||
| Net income attributable to noncontrolling interests | 1,308 | — | — | 1,308 | |||||
| Net income (loss) attributable to Green Plains | $ | (82,497) | $ | 9,173 | $ | 14,826 | $ | (76,844) | |
| Earnings per share | |||||||||
| Net loss attributable to Green Plains - basic and diluted | $ | (1.29) | $ | (1.20) | |||||
| Weighted average shares outstanding | |||||||||
| Basic and diluted | 63,796 | 63,796 |
GREEN PLAINS INC.
UNAUDITED PRO FORMA CONSOLIDATED STATEMENT OF OPERATIONS
FOR THE SIX MONTHS ENDED JUNE 30, 2025
(in thousands)
| Green Plains Inc. | Disposition of Obion Ethanol Plant | Pro Forma Adjustments (Note 2) | Pro Forma Consolidated | ||||||
|---|---|---|---|---|---|---|---|---|---|
| Revenues | $ | 1,154,344 | $ | 127,963 | $ | — | $ | 1,026,381 | |
| Costs and expenses | |||||||||
| Cost of goods sold (excluding depreciation and amortization expenses reflected below) | 1,109,735 | 123,170 | — | 986,565 | |||||
| Selling, general and administrative expenses | 70,517 | 2,351 | — | 68,166 | |||||
| Loss on sale of assets | 4,044 | — | — | 4,044 | |||||
| Depreciation and amortization expenses | 49,947 | 5,634 | — | 44,313 | |||||
| Impairment of held for sale assets | 10,724 | — | 10,724 | ||||||
| Total costs and expenses | 1,244,967 | 131,155 | — | 1,113,812 | |||||
| Operating loss | (90,623) | (3,192) | — | (87,431) | |||||
| Other income (expense) | |||||||||
| Interest income | 1,637 | — | — | 1,637 | |||||
| Interest expense | (22,812) | 73 | 8,674 | (d) | (14,211) | ||||
| Other, net | (1,554) | — | — | (1,554) | |||||
| Total other income (expense) | (22,729) | 73 | 8,674 | (14,128) | |||||
| Income (loss) before income taxes and loss from equity method investees | (113,352) | (3,119) | 8,674 | (101,559) | |||||
| Income tax expense | (2,400) | — | — | (2,400) | |||||
| Loss from equity method investees, net of income taxes | (29,116) | — | — | (29,116) | |||||
| Net loss | (144,868) | (3,119) | 8,674 | (133,075) | |||||
| Net income attributable to noncontrolling interests | 276 | — | — | 276 | |||||
| Net loss attributable to Green Plains | $ | (145,144) | $ | (3,119) | $ | 8,674 | $ | (133,351) | |
| Earnings per share | |||||||||
| Net loss attributable to Green Plains - basic and diluted | $ | (2.22) | $ | (2.04) | |||||
| Weighted average shares outstanding | |||||||||
| Basic and diluted | 65,287 | 65,287 |
GREEN PLAINS INC.
NOTES TO PRO FORMA CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
1. BASIS OF PRESENTATION
See “Introduction” for more information regarding the basis of presentation for our unaudited pro forma consolidated financial statements. For the purposes of this pro forma analysis, the sale price, including estimated working capital adjustments, have been allocated. Finalization of working capital adjustments is not expected to materially impact the adjustments shown above.
2. PRO FORMA ADJUSTMENTS
Adjustments under the heading “Pro Forma Adjustments” in the accompanying pro forma consolidated financial statements represent the following:
(a) Reflects cash received at closing on the POET Transaction of $183.8 million, including working capital considerations, and also includes the offsetting impact to equity. The gain on the sale of the Obion ethanol plant is not presented in the pro forma consolidated statement of operations as it is nonrecurring in nature.
(b) Reflects the repayment of junior mezzanine notes of $127.5 million due in 2026.
(c) Reflects the write-off of debt issuance costs as a result of debt extinguishment, which is not presented in the pro forma consolidated statement of operations as it is nonrecurring in nature and will not have a continuing impact on the Company.
(d) Reflects the interest foregone as a result of repayment of debt. For the periods ended December 31, 2024 and June 30, 2025, the weighted average interest rate on the outstanding debt was 11.75%. This amount also includes amortization of debt issuance costs that will no longer continue resulting from repayment.