Green Plains Inc 10-Q for FY2026 Q3
Green Plains Inc. (GPRE)
10-Q
2026-11-06
For: 2026-09-30
View Original
Added on
November 06, 2026
About this 10-Q
Green Plains Inc filed this 10-Q on November 6, 2026, covering the quarter ended September 30, 2026 (FY2026 Q3).
Green Plains reported third-quarter net income of $85,572 thousand, up from $10,974 thousand, and adjusted EBITDA of $117,981 thousand, up from $52,568 thousand; Section 45Z credits reduced cost of goods sold by $67.2 million. AI summary
Headline figures
Quarter ended September 30, 2026, as reported in this filing, compared with the same period a year earlier where the filing states it.
- Revenue
- $495.99M
- down 2.5% from $508.49M a year earlier
- Net income
- $85.44M
- up 616.4% from net income of $11.93M a year earlier
- Diluted EPS
- $1.03
- up 505.9% from $0.17 a year earlier
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_______________________
FORM 10-Q
(Mark One)
For the Quarterly Period Ended September 30, 2026
OR
For the transition period from ______ to ______
Commission File Number 001-32924
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) | ||||
( | |||||
| (Address of principal executive offices, including zip code) | (Registrant’s telephone number, including area code) | ||||
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol | Name of each exchange on which registered | ||||||||||||
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
☒ Yes ☐ No
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
☒ Yes ☐ No
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer | ☐ | ☒ | |||||||||||||||
| Non-accelerated filer | ☐ | ||||||||||||||||
| Smaller reporting company | 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. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
☐ Yes ☒ No
The registrant had 70,619,488 shares of common stock outstanding as of November 2, 2026.
TABLE OF CONTENTS
| Page | ||||||||
2
Commonly Used Defined Terms
Green Plains Inc. and Subsidiaries:
| Green Plains Inc.; Green Plains; the company | Green Plains Inc. and its subsidiaries | ||||
| FQT | Fluid Quip Technologies, LLC | ||||
| Green Plains Commodity Management | Green Plains Commodity Management LLC | ||||
| Green Plains Finance Company | Green Plains Finance Company LLC | ||||
| Green Plains Grain | Green Plains Grain Company LLC | ||||
| Green Plains Mount Vernon; Mount Vernon | Green Plains Mount Vernon LLC | ||||
| Green Plains Obion; Obion | Green Plains Obion LLC | ||||
| Green Plains Shenandoah; Shenandoah | Green Plains Shenandoah LLC | ||||
| Green Plains Trade | Green Plains Trade Group LLC | ||||
| Green Plains Wood River; Wood River | Green Plains Wood River LLC | ||||
Accounting Defined Terms:
| ASC | Accounting Standards Codification | ||||
| EBITDA | Earnings before interest expense, income taxes, depreciation and amortization | ||||
| EPS | Earnings per share | ||||
| Exchange Act | Securities Exchange Act of 1934, as amended | ||||
| GAAP | U.S. Generally Accepted Accounting Principles | ||||
| SEC | Securities and Exchange Commission | ||||
| SOFR | Secured Overnight Financing Rate | ||||
Industry and Other Defined Terms:
| BlackRock | Funds and accounts managed by BlackRock | ||||
| the Board; our Board | Board of Directors of Green Plains Inc. | ||||
| CCS | Carbon capture and storage | ||||
| CI | Carbon Intensity | ||||
| E10 | Gasoline blended with up to 10% ethanol by volume | ||||
| E15 | Gasoline blended with up to 15% ethanol by volume | ||||
| EIA | U.S. Energy Information Administration | ||||
| EPA | U.S. Environmental Protection Agency | ||||
| EV | Electric Vehicle | ||||
| FFV | Flexible-fuel vehicle | ||||
| GHG | Greenhouse gas | ||||
| GREET | Greenhouse gases, Regulated Emissions, and Energy use in Technologies | ||||
| IRA | Inflation Reduction Act | ||||
| LCFS | Low Carbon Fuel Standard | ||||
| MmBtu | Million British Thermal Units | ||||
| Mmg | Million gallons | ||||
| MSC™ | Maximized Stillage Co-products™ technology developed by Fluid Quip Technologies, LLC | ||||
| MTBE | Methyl tertiary-butyl ether | ||||
| OBBB | One Big Beautiful Bill Act | ||||
| REC | Renewable energy certificate | ||||
| RFS | Renewable Fuels Standard | ||||
| RIN | Renewable identification number | ||||
| RVO | Renewable volume obligation | ||||
| SAF | Sustainable Aviation Fuel | ||||
| SRE | Small refinery exemption | ||||
| U.S. | United States | ||||
| USDA | U.S. Department of Agriculture | ||||
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PART I – FINANCIAL INFORMATION
Item 1. Financial Statements.
GREEN PLAINS INC.
CONSOLIDATED BALANCE SHEETS
(in thousands, except share amounts)
| September 30, 2026 | December 31, 2025 | ||||||||||
| (unaudited) | |||||||||||
| ASSETS | |||||||||||
| Current assets | |||||||||||
| Cash and cash equivalents | $ | $ | |||||||||
| Restricted cash | |||||||||||
Accounts receivable, net of allowances of $ | |||||||||||
| Inventories | |||||||||||
| Production tax credits | |||||||||||
| Prepaid expenses and other | |||||||||||
| Derivative financial instruments | |||||||||||
| Total current assets | |||||||||||
Property and equipment, net of accumulated depreciation and amortization of $ | |||||||||||
| Operating lease right-of-use assets | |||||||||||
| Other assets | |||||||||||
| Total assets | $ | $ | |||||||||
| LIABILITIES AND STOCKHOLDERS' EQUITY | |||||||||||
| Current liabilities | |||||||||||
| Accounts payable | $ | $ | |||||||||
| Accrued and other liabilities | |||||||||||
| Unearned revenue | |||||||||||
| Derivative financial instruments | |||||||||||
| Operating lease current liabilities | |||||||||||
| Short-term notes payable and other borrowings | |||||||||||
| Current maturities of long-term debt | |||||||||||
| Total current liabilities | |||||||||||
| Long-term debt | |||||||||||
| Operating lease long-term liabilities | |||||||||||
| Carbon equipment liabilities | |||||||||||
| Other liabilities | |||||||||||
| Total liabilities | |||||||||||
| Commitments and contingencies (Note 13) | |||||||||||
| Stockholders' equity | |||||||||||
Common stock, $ | |||||||||||
| Additional paid-in capital | |||||||||||
| Retained deficit | ( | ( | |||||||||
| Accumulated other comprehensive loss | ( | ( | |||||||||
Treasury stock, | ( | ( | |||||||||
| Total Green Plains stockholders' equity | |||||||||||
| Noncontrolling interests | |||||||||||
| Total stockholders' equity | |||||||||||
| Total liabilities and stockholders' equity | $ | $ | |||||||||
See accompanying notes to the consolidated financial statements.
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GREEN PLAINS INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(unaudited and in thousands, except per share amounts)
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||
| Revenues | $ | $ | $ | $ | |||||||||||||||||||
| Costs and expenses | |||||||||||||||||||||||
| Cost of goods sold (excluding depreciation and amortization expenses reflected below) | |||||||||||||||||||||||
| Selling, general and administrative expenses | |||||||||||||||||||||||
| Gain on sale of assets, net | ( | ( | |||||||||||||||||||||
| Depreciation and amortization expenses | |||||||||||||||||||||||
| Impairment of assets held for sale | |||||||||||||||||||||||
| Total costs and expenses | |||||||||||||||||||||||
| Operating income (loss) | ( | ||||||||||||||||||||||
| Other income (expense) | |||||||||||||||||||||||
| Interest income | |||||||||||||||||||||||
| Interest expense | ( | ( | ( | ( | |||||||||||||||||||
| Other, net | ( | ( | |||||||||||||||||||||
| Total other expense | ( | ( | ( | ( | |||||||||||||||||||
| Income (loss) before income taxes and income (loss) from equity method investees | ( | ||||||||||||||||||||||
| Income tax (expense) benefit | ( | ( | ( | ||||||||||||||||||||
| Income (loss) from equity method investees, net of income taxes | ( | ||||||||||||||||||||||
| Net income (loss) | ( | ||||||||||||||||||||||
| Net income (loss) attributable to noncontrolling interests | ( | ( | |||||||||||||||||||||
| Net income (loss) attributable to Green Plains | $ | $ | ( | ||||||||||||||||||||
| Earnings per share | |||||||||||||||||||||||
| Net income (loss) attributable to Green Plains - basic | $ | $ | $ | $ | ( | ||||||||||||||||||
| Net income (loss) attributable to Green Plains - diluted | $ | $ | $ | $ | ( | ||||||||||||||||||
| Weighted average shares outstanding | |||||||||||||||||||||||
| Basic | |||||||||||||||||||||||
| Diluted | |||||||||||||||||||||||
See accompanying notes to the consolidated financial statements.
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GREEN PLAINS INC.
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
(unaudited and in thousands)
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||
| Net income (loss) | $ | $ | $ | $ | ( | ||||||||||||||||||
| Other comprehensive income (loss), net of tax | |||||||||||||||||||||||
Unrealized losses on derivatives arising during the period, net of tax benefit of $ | ( | ( | ( | ( | |||||||||||||||||||
Reclassification of realized losses on derivatives, net of tax benefit of ($ | |||||||||||||||||||||||
| Total other comprehensive income (loss), net of tax | ( | ( | ( | ||||||||||||||||||||
| Comprehensive income (loss) | ( | ||||||||||||||||||||||
| Comprehensive income (loss) attributable to noncontrolling interests | ( | ( | |||||||||||||||||||||
| Comprehensive income (loss) attributable to Green Plains | $ | $ | $ | $ | ( | ||||||||||||||||||
See accompanying notes to the consolidated financial statements.
6
GREEN PLAINS INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(unaudited and in thousands)
| Nine Months Ended September 30, | |||||||||||
| 2026 | 2025 | ||||||||||
| Cash flows from operating activities | |||||||||||
| Net income (loss) | $ | $ | ( | ||||||||
| Adjustments to reconcile net income (loss) to net cash provided by operating activities | |||||||||||
| Depreciation and amortization | |||||||||||
| Amortization of debt issuance costs and non-cash interest expense | |||||||||||
| Gain on sale of assets, net | ( | ||||||||||
| Impairment of assets held for sale | |||||||||||
| Loss on extinguishment of debt | |||||||||||
| Inventory lower of cost or net realizable value adjustment | |||||||||||
| Deferred income taxes | ( | ||||||||||
| Stock-based compensation | |||||||||||
| (Income) loss from equity method investees, net of income taxes | ( | ||||||||||
| Other | ( | ||||||||||
| Changes in operating assets and liabilities | |||||||||||
| Accounts receivable | ( | ||||||||||
| Inventories | |||||||||||
| Production tax credits | ( | ( | |||||||||
| Derivative financial instruments | ( | ( | |||||||||
| Prepaid expenses and other assets | ( | ||||||||||
| Accounts payable and accrued liabilities | ( | ( | |||||||||
| Current income taxes | |||||||||||
| Other | ( | ( | |||||||||
| Net cash provided by operating activities | |||||||||||
| Cash flows from investing activities | |||||||||||
| Purchases of property and equipment, net | ( | ( | |||||||||
| Proceeds from the sale of assets | |||||||||||
| Proceeds from the sale of equity method investment | |||||||||||
| Investment in equity method investees | ( | ||||||||||
| Net cash (used in) provided by investing activities | ( | ||||||||||
| Cash flows from financing activities | |||||||||||
| Payments of principal on long-term debt | ( | ( | |||||||||
| Proceeds from short-term borrowings | |||||||||||
| Payments on short-term borrowings | ( | ( | |||||||||
| Payments of dividends and distributions | ( | ||||||||||
| Purchase of minority interests | ( | ||||||||||
| Net proceeds from product financing arrangement | |||||||||||
| Payments of loan fees | ( | ( | |||||||||
| Payments related to tax withholdings for stock-based compensation | ( | ( | |||||||||
| Other financing activities | ( | ||||||||||
| Net cash used in financing activities | ( | ( | |||||||||
| Net change in cash and cash equivalents, and restricted cash | ( | ||||||||||
| Cash and cash equivalents, and restricted cash, beginning of period | |||||||||||
| Cash and cash equivalents, and restricted cash, end of period | $ | $ | |||||||||
Continued on the following page
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GREEN PLAINS INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(unaudited and in thousands)
Continued from the previous page
| Nine Months Ended September 30, | |||||||||||
| 2026 | 2025 | ||||||||||
| Reconciliation of total cash and cash equivalents, and restricted cash | |||||||||||
| Cash and cash equivalents | $ | $ | |||||||||
| Restricted cash | |||||||||||
| Total cash and cash equivalents, and restricted cash | $ | $ | |||||||||
| Supplemental investing activities: | |||||||||||
| Assets disposed of in sale | $ | $ | |||||||||
| Less: liabilities relinquished | ( | ||||||||||
| Net assets disposed | $ | $ | |||||||||
| Supplemental disclosures of cash flow | |||||||||||
| Cash (refunded) paid for income taxes, net | $ | ( | $ | ||||||||
| Cash paid for interest | $ | $ | |||||||||
| Capital expenditures in accounts payable | $ | $ | |||||||||
| Capital expenditures in carbon equipment liabilities | $ | $ | |||||||||
| Non-cash asset retirement obligation additions | $ | $ | |||||||||
| Non-cash issuance of warrants | $ | $ | |||||||||
| Non-cash modification of warrants | $ | $ | |||||||||
| Non-cash exercise of warrants | $ | $ | |||||||||
See accompanying notes to the consolidated financial statements.
8
GREEN PLAINS INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)
1. BASIS OF PRESENTATION, DESCRIPTION OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
References to the Company
References to “Green Plains,” "we," "our" or the “company” in the consolidated financial statements and in these notes to the consolidated financial statements refer to Green Plains Inc., an Iowa corporation, and its subsidiaries.
Consolidated Financial Statements
The consolidated financial statements include the company’s accounts and all significant intercompany balances and transactions are eliminated. Unconsolidated entities are included in the financial statements on an equity method basis.
The company also owns a majority interest in FQT, with its results being consolidated in our consolidated financial statements.
The accompanying consolidated financial statements are prepared in accordance with GAAP for interim financial information and the instructions to Form 10-Q and Article 10 of Regulation S-X. Because they do not include all of the information and footnotes required by GAAP for complete financial statements, the consolidated financial statements should be read in conjunction with the company’s annual report on Form 10-K for the year ended December 31, 2025, filed with the SEC on February 10, 2026.
The unaudited financial information reflects adjustments, which are, in the opinion of management, necessary for a fair presentation of results of operations, financial position and cash flows for the periods presented. The adjustments are normal and recurring in nature, unless otherwise noted. Interim period results are not necessarily indicative of the results to be expected for the entire year.
Reclassifications
Certain prior year amounts have been reclassified to conform to the current year presentation. See the change in accounting policy note directly below for more information.
Change in Accounting Policy
9
The impact of all adjustments made to the consolidated financial statements presented in this filing is summarized in the following tables (in thousands):
| Consolidated Balance Sheet as of December 31, 2025 | |||||||||||||||||
As Adjusted | As Previously Reported | Effect of Change | |||||||||||||||
Current assets | |||||||||||||||||
Production tax credits | $ | $ | $ | ||||||||||||||
Total current assets | |||||||||||||||||
Deferred income taxes, net | — | ( | |||||||||||||||
Total assets | $ | $ | $ | ||||||||||||||
| Liabilities | |||||||||||||||||
Other liabilities | $ | $ | $ | ||||||||||||||
Total liabilities | $ | $ | $ | ||||||||||||||
| Consolidated Income Statement | |||||||||||||||||
| Three Months Ended September 30, 2025 | |||||||||||||||||
As Adjusted | As Previously Reported | Effect of Change | |||||||||||||||
| Costs and expenses | |||||||||||||||||
| Cost of goods sold | $ | $ | $ | ( | |||||||||||||
| Total costs and expenses | ( | ||||||||||||||||
| Operating income | |||||||||||||||||
| Income (loss) before income taxes and income from equity method investees | ( | ||||||||||||||||
| Income tax (expense) benefit | ( | ( | |||||||||||||||
| Net income | |||||||||||||||||
| Net income attributable to Green Plains | $ | $ | $ | ||||||||||||||
| Consolidated Income Statement | |||||||||||||||||
| Nine Months Ended September 30, 2025 | |||||||||||||||||
As Adjusted | As Previously Reported | Effect of Change | |||||||||||||||
| Costs and expenses | |||||||||||||||||
| Cost of goods sold | $ | $ | $ | ( | |||||||||||||
| Total costs and expenses | ( | ||||||||||||||||
| Operating loss | ( | ( | |||||||||||||||
| Loss before income taxes and loss from equity method investees | ( | ( | |||||||||||||||
| Income tax (expense) benefit | ( | ( | |||||||||||||||
| Net loss | ( | ( | |||||||||||||||
| Net loss attributable to Green Plains | $ | ( | $ | ( | $ | ||||||||||||
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| Consolidated Statement of Cash Flows | |||||||||||||||||
| Nine Months Ended September 30, 2025 | |||||||||||||||||
As Adjusted | As Previously Reported | Effect of Change | |||||||||||||||
| Adjustments to reconcile net income (loss) to net cash provided by operating activities | |||||||||||||||||
| Deferred income taxes | $ | $ | ( | $ | |||||||||||||
| Changes in operating assets and liabilities: | |||||||||||||||||
| Production tax credits | ( | ( | |||||||||||||||
| Net cash provided by operating activities | $ | $ | $ | ||||||||||||||
Use of Estimates in the Preparation of Consolidated Financial Statements
The preparation of consolidated financial statements in conformity with GAAP requires management to make certain estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the consolidated financial statements, and the reported amounts of revenues and expenses during the reporting period. The company bases its estimates on historical experience and assumptions it believes are proper and reasonable under the circumstances and regularly evaluates the appropriateness of its estimates and assumptions. Actual results could differ from those estimates. Certain accounting policies, including but not limited to those relating to derivative financial instruments, accounting for income taxes and production tax credits, are impacted significantly by judgments, assumptions and estimates used in the preparation of the consolidated financial statements.
Description of Business
The company operates within two operating segments: (1) ethanol production, which includes the production, storage and transportation of ethanol, distillers grains, Ultra-High Protein at four plants, and renewable corn oil, in addition to CCS operations at our three Nebraska plants, and (2) agribusiness and energy services, which includes grain handling and storage, commodity marketing and merchant trading for company-produced and third-party ethanol, distillers grains, renewable corn oil, natural gas and other commodities.
Cash and Cash Equivalents
Cash and cash equivalents includes bank deposits as well as short-term, highly liquid investments with original maturities of three months or less.
Restricted Cash
The company has restricted cash, which can only be used for funding letters of credit and for payment towards a credit agreement. Restricted cash also includes cash margins and securities pledged to commodity exchange clearinghouses. To the degree these segregated balances are cash and cash equivalents, they are considered restricted cash on the consolidated balance sheets.
Production Tax Credits
Carbon Equipment Financing
The company engaged Tallgrass High Plains Carbon Storage, LLC ("Tallgrass") and its affiliates to construct carbon sequestration equipment at its three Nebraska plants in order to support the company's ability to generate available tax credits related to the production of low carbon fuels. All three projects have reached substantial completion, with spend related to the projects presented as debt on the consolidated balance sheets, except for an estimated $13.3 million of spend that Tallgrass has yet to apply to our debt balances owed, which is presented as carbon equipment liabilities. The amounts remaining within carbon equipment liabilities are expected to be reclassified and presented as debt within the next twelve
11
months. The company financed the cost of the project, which will be paid monthly over 12 years. See Note 8 - Debt for more information.
Revenue Recognition
The company recognizes revenue when obligations under the terms of a contract with a customer are satisfied. Generally this occurs with the transfer of control of products or services. Revenue is measured as the amount of consideration expected to be received in exchange for transferring goods or providing services. Sales, value add, and other taxes the company collects concurrent with revenue-producing activities are excluded from revenue.
Sales of ethanol, distillers grains, Ultra-High Protein, renewable corn oil, natural gas and other commodities by the company’s marketing business are recognized when obligations under the terms of a contract with a customer are satisfied. Generally, this occurs with the transfer of control of products or services. Revenues related to marketing for third parties are presented on a gross basis as the company controls the product prior to the sale to the end customer, takes title of the product and has inventory risk. Unearned revenue is recorded for goods in transit when the company has received payment but control has not yet been transferred to the customer. Revenues for receiving, storing, transferring and transporting ethanol and other fuels are recognized when the product is delivered to the customer.
The company routinely enters into physical-delivery energy commodity purchase and sale agreements. At times, the company settles these transactions by transferring its obligations to other counterparties rather than delivering the physical commodity. Revenues include net gains or losses from derivatives related to products sold while cost of goods sold includes net gains or losses from derivatives related to commodities purchased. Revenues also include realized gains and losses on related derivative financial instruments and reclassifications of realized gains and losses on cash flow hedges from accumulated other comprehensive income or loss.
Sales of products are recognized when control of the product is transferred to the customer, which depends on the agreed upon shipment or delivery terms.
Shipping and Handling Costs
Cost of Goods Sold
Cost of goods sold includes materials, direct labor, shipping, plant overhead and transportation costs, partially offset by Section 45Z production tax credits. Materials include the cost of corn feedstock, 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 non-management personnel involved in 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, and repairs and maintenance. Transportation costs include railcar leases, freight and shipping of the company's products, as well as storage costs incurred at destination terminals.
The Section 45Z production tax credit is a general business credit under Section 38 that is allowed with respect to clean transportation fuel produced domestically after December 31, 2024, and before December 31, 2029. This credit, which was part of the IRA, and subsequently extended by the OBBB, incentivizes the production of clean fuels at our plants that reduce GHG emissions below a CI score of 50. The tax credit is calculated by multiplying the gallons of clean transportation fuel that comply with the qualified sale provision times the CI emission factor times the applicable credit rate per gallon ($0.20 for non-SAF transportation fuel, or $1.00, subject to adjustments based on GDP, if the taxpayer satisfies the prevailing wage requirements under Section 45Z). Based on production and CI scores for the three and nine months ended September 30, 2026, the company recorded production tax credits net of discounts of $76.7 million and $210.7 million, respectively, related to Section 45Z production tax credits as a reduction of cost of goods sold. The company expects to benefit from certain energy related tax credits in future years.
The company uses exchange-traded futures and options contracts and forward purchase and sale contracts to attempt to minimize the effect of price changes on ethanol, renewable corn oil, grain and natural gas. Exchange-traded futures and
12
options contracts are valued at quoted market prices and settled predominantly in cash. The company is exposed to loss when counterparties default on forward purchase and sale contracts. Grain inventories held for sale and forward purchase and sale contracts are valued at market prices when available or other market quotes adjusted for basis differences, primarily in transportation, between the exchange-traded market and local market where the terms of the contract are based. Changes in forward purchase contracts and exchange-traded futures and options contracts are recognized as a component of cost of goods sold.
Derivative Financial Instruments
The company uses various derivative financial instruments, including exchange-traded futures and exchange-traded and over-the-counter options contracts, to attempt to minimize risk and the effect of commodity price changes including but not limited to, corn, ethanol, natural gas and other agricultural and energy products. The company monitors and manages this exposure as part of its overall risk management policy to reduce the adverse effect market volatility may have on its operating results. The company may hedge these commodities as one way to mitigate risk; however, there may be situations when these hedging activities themselves result in losses.
By using derivatives to hedge exposures to changes in commodity prices, the company is exposed to credit and market risk. The company’s exposure to credit risk includes the counterparty’s failure to fulfill its performance obligations under the terms of the derivative contract. The company minimizes its credit risk by entering into transactions with high quality counterparties, limiting the amount of financial exposure it has with each counterparty and monitoring their financial condition. Market risk is the risk that the value of the financial instrument might be adversely affected by a change in commodity prices or interest rates. The company manages market risk by incorporating parameters to monitor exposure within its risk management strategy, which limits the types of derivative instruments and strategies the company can use and the degree of market risk it can take using derivative instruments.
Forward contracts are recorded at fair value unless the contracts qualify for, and the company elects, normal purchase or sale exceptions. Changes in fair value are recorded in operating income unless the contracts qualify for, and the company elects, cash flow hedge accounting treatment.
Certain qualifying derivatives related to ethanol production and agribusiness and energy services are designated as cash flow hedges. The company evaluates the derivative instrument to ascertain its effectiveness prior to entering into cash flow hedges. Unrealized gains and losses are reflected in accumulated other comprehensive income or loss until the gain or loss from the underlying hedged transaction is realized and the physical transaction is completed. When it becomes probable a forecasted transaction will not occur, the cash flow hedge treatment is discontinued, which affects earnings. These derivative financial instruments are recognized in current assets or current liabilities at fair value.
At times, the company hedges its exposure to changes in inventory values and designates qualifying derivatives as fair value hedges. The carrying amount of the hedged inventory is adjusted in the current period for changes in fair value. Estimated fair values carried at market are based on exchange-quoted prices, adjusted as appropriate for regional location basis values which represent differences in local markets including transportation as well as quality or grade differences. Basis values are generally determined using inputs from broker quotations or other market transactions. However, a portion of the value may be derived using unobservable inputs. Ineffectiveness of the hedges is recognized in the current period to the extent the change in fair value of the inventory is not offset by the change in fair value of the derivative.
Recent Accounting Pronouncements
In December 2025, the FASB issued ASU 2025-09, Derivatives and Hedging (Topic 815): Targeted Improvements to Hedge Accounting. This ASU is intended to simplify cash flow hedge accounting and enhance the hedging of variable price-components of nonfinancial forecasted transactions. Among other changes, the amendment eliminates the requirement for a price component to be contractually specified to qualify as an eligible hedged risk in a cash flow hedge of a forecasted purchase or sale of a nonfinancial asset. The company expects the amendments to better align hedge accounting with the company’s commodity risk management activities and improve the operability of its commodity cash flow hedge program. The standard is effective for annual periods beginning after December 15, 2026, and interim periods within those annual reporting periods. The company does not expect the adoption to have a material effect on its financial position or results of operations.
In November 2024, the FASB issued ASU 2024-03, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40), which provides clarity in assessing an entity's performance and prospects for future cash flows by disclosure of more detailed information about the types of expenses in commonly presented
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expense captions. This standard is effective for the company's fiscal year ended December 31, 2027. Early adoption is permitted. The company does not expect the adoption to have a material effect on its financial position or results of operations.
2. REVENUE
Revenue by Source
The following tables disaggregate revenue by major source (in thousands):
| Three Months Ended September 30, 2026 | |||||||||||||||||||||||
| Ethanol Production | Agribusiness & Energy Services | Eliminations | Total | ||||||||||||||||||||
| Revenues | |||||||||||||||||||||||
| Revenues from contracts with customers under ASC 606 | |||||||||||||||||||||||
| Ethanol | $ | $ | $ | $ | |||||||||||||||||||
| Distillers grains | |||||||||||||||||||||||
| Other | |||||||||||||||||||||||
| Intersegment revenues | ( | — | |||||||||||||||||||||
| Total revenues from contracts with customers | ( | ||||||||||||||||||||||
Revenues from contracts accounted for as derivatives under ASC 815 (1) | |||||||||||||||||||||||
| Ethanol | |||||||||||||||||||||||
| Distillers grains | |||||||||||||||||||||||
| Renewable corn oil | |||||||||||||||||||||||
| Other | |||||||||||||||||||||||
| Intersegment revenues | ( | — | |||||||||||||||||||||
| Total revenues from contracts accounted for as derivatives | ( | ||||||||||||||||||||||
| Total Revenues | $ | $ | $ | ( | $ | ||||||||||||||||||
| Nine Months Ended September 30, 2026 | |||||||||||||||||||||||
| Ethanol Production | Agribusiness & Energy Services | Eliminations | Total | ||||||||||||||||||||
| Revenues | |||||||||||||||||||||||
| Revenues from contracts with customers under ASC 606 | |||||||||||||||||||||||
| Ethanol | $ | $ | $ | $ | |||||||||||||||||||
| Distillers grains | |||||||||||||||||||||||
| Other | |||||||||||||||||||||||
| Intersegment revenues | ( | — | |||||||||||||||||||||
| Total revenues from contracts with customers | ( | ||||||||||||||||||||||
Revenues from contracts accounted for as derivatives under ASC 815 (1) | |||||||||||||||||||||||
| Ethanol | |||||||||||||||||||||||
| Distillers grains | |||||||||||||||||||||||
| Renewable corn oil | |||||||||||||||||||||||
| Other | |||||||||||||||||||||||
| Intersegment revenues | ( | — | |||||||||||||||||||||
| Total revenues from contracts accounted for as derivatives | ( | ||||||||||||||||||||||
| Total Revenues | $ | $ | $ | ( | $ | ||||||||||||||||||
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| Three Months Ended September 30, 2025 | |||||||||||||||||||||||
| Ethanol Production | Agribusiness & Energy Services | Eliminations | Total | ||||||||||||||||||||
| Revenues | |||||||||||||||||||||||
| Revenues from contracts with customers under ASC 606 | |||||||||||||||||||||||
| Ethanol | $ | $ | $ | $ | |||||||||||||||||||
| Distillers grains | |||||||||||||||||||||||
| Other | |||||||||||||||||||||||
| Intersegment revenues | ( | — | |||||||||||||||||||||
| Total revenues from contracts with customers | ( | ||||||||||||||||||||||
Revenues from contracts accounted for as derivatives under ASC 815 (1) | |||||||||||||||||||||||
| Ethanol | |||||||||||||||||||||||
| Distillers grains | |||||||||||||||||||||||
| Renewable corn oil | |||||||||||||||||||||||
| Other | |||||||||||||||||||||||
| Intersegment revenues | ( | — | |||||||||||||||||||||
| Total revenues from contracts accounted for as derivatives | ( | ||||||||||||||||||||||
| Total Revenues | $ | $ | $ | ( | $ | ||||||||||||||||||
| Nine Months Ended September 30, 2025 | |||||||||||||||||||||||
| Ethanol Production | Agribusiness & Energy Services | Eliminations | Total | ||||||||||||||||||||
| Revenues | |||||||||||||||||||||||
| Revenues from contracts with customers under ASC 606 | |||||||||||||||||||||||
| Ethanol | $ | $ | $ | $ | |||||||||||||||||||
| Distillers grains | |||||||||||||||||||||||
| Other | |||||||||||||||||||||||
| Intersegment revenues | ( | — | |||||||||||||||||||||
| Total revenues from contracts with customers | ( | ||||||||||||||||||||||
Revenues from contracts accounted for as derivatives under ASC 815 (1) | |||||||||||||||||||||||
| Ethanol | |||||||||||||||||||||||
| Distillers grains | |||||||||||||||||||||||
| Renewable corn oil | |||||||||||||||||||||||
| Other | |||||||||||||||||||||||
| Intersegment revenues | ( | — | |||||||||||||||||||||
| Total revenues from contracts accounted for as derivatives | ( | ||||||||||||||||||||||
| Total Revenues | $ | $ | $ | ( | $ | ||||||||||||||||||
(1)Revenues from contracts accounted for as derivatives represent physically settled derivative sales that are outside the scope of ASC 606.
Major Customer
Revenues from Customer A represented approximately 71 % and 73 % of total revenues for the three and nine months ended September 30, 2026, respectively, recorded within the ethanol production segment. Revenues from Customer A represented approximately 71 % and 37 % of total revenues for the three and nine months ended September 30, 2025, respectively, recorded within the ethanol production segment.
3. DISPOSITIONS
Green Plains Obion LLC Disposition
On August 27, 2025, Green Plains Inc. announced that its wholly owned subsidiary, Green Plains Obion LLC, entered into an asset purchase agreement for the sale of the ethanol plant located in Rives, Tennessee, to POET Biorefining - Obion, LLC. On September 25, 2025, the company closed on the sale and received proceeds of $170 million plus related working capital of $9.5 million (the “Obion Transaction”). A gain of $36.0 million was recorded in gain on sale of assets,
15
net on the consolidated statements of operations. The proceeds from the sale were used to repay the outstanding balance of the junior secured mezzanine notes due 2026 and to supplement corporate liquidity.
The company incurred transaction costs of $5.2 million related to the Obion Transaction during the nine months ended September 30, 2025. These costs consisted primarily of financial advisory services, legal services and other professional fees, and were recorded as a reduction of gain on sale of assets, net.
As of December 31, 2025, the assets sold and liabilities transferred as a result of the Obion Transaction were as follows (in thousands):
| Amounts of Identifiable Assets Disposed and Liabilities Relinquished | |||||
Inventories | $ | ||||
| Prepaid expenses and other | |||||
| Derivative financial instruments | |||||
| Property and equipment | |||||
| Operating lease right-of-use assets | |||||
| Accounts payable | ( | ||||
| Accrued and other liabilities | ( | ||||
| Operating lease current liabilities | ( | ||||
| Operating lease long-term liabilities | ( | ||||
| Debt | ( | ||||
| Total identifiable net assets disposed | $ | ||||
Proventus LLC Disposition
On May 31, 2025, the company completed the sale of its 75 % interest in Proventus LLC for net proceeds of $0.4 million. The company recorded a pretax loss on the sale of $4.0 million during the nine months ended September 30, 2025 within gain on sale of assets, net on the consolidated statements of operations. Net assets sold at closing, consisting of property and equipment, totaled $9.0 million. As part of the transaction, the company removed $4.5 million of non-controlling interest in Proventus LLC, which was included in the calculation of the pretax loss disclosed above.
GP Turnkey Tharaldson LLC Disposition
On June 30, 2025, the company sold its 50 % investment in GP Turnkey Tharaldson LLC for $25.0 million. Proceeds from the disposal were $24.3 million. The balance of the equity method investment on the date of the disposal was $51.2 million. A pretax loss of $26.2 million was recorded during the nine months ended September 30, 2025 within loss from equity method investees, net of income taxes on the consolidated statements of operations.
4. FAIR VALUE DISCLOSURES
The following methods, assumptions and valuation techniques were used in estimating the fair value of the company’s financial instruments:
Level 1 – unadjusted quoted prices in active markets for identical assets or liabilities the company can access at the measurement date.
Level 2 – directly or indirectly observable inputs such as quoted prices for similar assets or liabilities in active markets other than quoted prices included within Level 1, quoted prices for identical or similar assets in markets that are not active, and other inputs that are observable or can be substantially corroborated by observable market data through correlation or other means. Fair value hedged inventories in the agribusiness and energy services segment as well as forward commodity purchase and sale contracts are valued at nearby futures values, plus or minus nearby basis values, which represent differences in local markets, including transportation or commodity quality or grade differences.
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Level 3 – unobservable inputs that are supported by little or no market activity and comprise a significant component of the fair value of the assets or liabilities. The company currently does not have any recurring Level 3 financial instruments.
Derivative contracts include exchange-traded commodity futures and options contracts and forward commodity purchase and sale contracts. Exchange-traded futures and options contracts are valued based on unadjusted quoted prices in active markets and are classified in Level 1. The majority of the company’s exchange-traded futures and options contracts are cash-settled on a daily basis.
There have been no changes in valuation techniques and inputs used in measuring fair value. The company’s assets and liabilities by level are as follows (in thousands):
| Fair Value Measurements at September 30, 2026 | |||||||||||||||||||||||
| Quoted Prices in Active Markets for Identical Assets (Level 1) | Significant Other Observable Inputs (Level 2) | Unobservable Inputs (Level 3) | Total | ||||||||||||||||||||
| Assets | |||||||||||||||||||||||
| Cash and cash equivalents | $ | $ | $ | $ | |||||||||||||||||||
| Restricted cash | |||||||||||||||||||||||
| Inventories carried at market | |||||||||||||||||||||||
| Production tax credits | |||||||||||||||||||||||
| Derivative financial instruments - assets | |||||||||||||||||||||||
| Other assets | |||||||||||||||||||||||
| Total assets measured at fair value | $ | $ | $ | $ | |||||||||||||||||||
| Liabilities | |||||||||||||||||||||||
Accounts payable (1) | $ | $ | $ | $ | |||||||||||||||||||
| Derivative financial instruments - liabilities | |||||||||||||||||||||||
| Other liabilities | |||||||||||||||||||||||
| Total liabilities measured at fair value | $ | $ | $ | $ | |||||||||||||||||||
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| Fair Value Measurements at December 31, 2025 | |||||||||||||||||||||||
| Quoted Prices in Active Markets for Identical Assets (Level 1) | Significant Other Observable Inputs (Level 2) | Unobservable Inputs (Level 3) | Total | ||||||||||||||||||||
| Assets | |||||||||||||||||||||||
| Cash and cash equivalents | $ | $ | $ | $ | |||||||||||||||||||
| Restricted cash | |||||||||||||||||||||||
| Inventories carried at market | |||||||||||||||||||||||
| Production tax credits | |||||||||||||||||||||||
| Derivative financial instruments - assets | |||||||||||||||||||||||
Property and equipment, net of accumulated depreciation and amortization (2) | |||||||||||||||||||||||
| Total assets measured at fair value | $ | $ | $ | $ | |||||||||||||||||||
| Liabilities | |||||||||||||||||||||||
Accounts payable (1) | $ | $ | $ | $ | |||||||||||||||||||
| Derivative financial instruments - liabilities | |||||||||||||||||||||||
| Other liabilities | |||||||||||||||||||||||
| Total liabilities measured at fair value | $ | $ | $ | $ | |||||||||||||||||||
(1)Accounts payable is generally stated at historical amounts with the exception of $7.9 million and $28.6 million at September 30, 2026 and December 31, 2025, respectively, related to certain delivered inventory for which the payable fluctuates based on changes in commodity prices. These payables are hybrid financial instruments for which the company has elected the fair value option.
(2)Property and equipment, net of accumulated depreciation and amortization includes $2.0 million of assets held for sale at December 31, 2025.
As of September 30, 2026, the fair value of the company’s debt was approximately $522.9 million compared with a book value of $477.7 million. At December 31, 2025, the fair value of the company’s debt was approximately $387.8 million compared with a book value of $399.5 million. The company estimated the fair value of its outstanding debt using Level 2 inputs. The company believes the fair value of its accounts receivable approximated book value, which was $90.7 million and $74.4 million at September 30, 2026 and December 31, 2025, respectively.
The fair values of tangible assets and goodwill acquired represent Level 3 measurements which were derived using a combination of the income approach, market approach and cost approach for the specific assets or liabilities being valued.
5. SEGMENT INFORMATION
The company reports the financial and operating performance for the following two
Corporate activities include selling, general and administrative expenses, consisting primarily of compensation, professional fees, overhead costs, gain on sale of assets, net, and restructuring costs not directly related to a specific operating segment.
During the normal course of business, the operating segments conduct business with each other. For example, the agribusiness and energy services segment procures grain and natural gas and sells products, including ethanol, distillers grains, Ultra-High Protein and renewable corn oil for the ethanol production segment. These intersegment activities are treated like third-party transactions with origination, marketing and storage fees charged at estimated market values. Consequently, these transactions affect segment performance; however, they do not impact the company’s consolidated results since the revenues and corresponding costs are eliminated.
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The Chief Operating Decision Maker ("CODM") for the company is the Chief Executive Officer. The CODM utilizes EBITDA to assess segment performance, which is derived from revenue less cost of goods sold and selling, general and administrative expenses. The CODM manages and allocates resources to the operations of the company's two
The following tables set forth certain financial data for the company’s operating segments (in thousands):
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||
| Revenues | |||||||||||||||||||||||
| Ethanol production | |||||||||||||||||||||||
| Revenues from external customers | $ | $ | $ | $ | |||||||||||||||||||
| Intersegment revenues | |||||||||||||||||||||||
| Total segment revenues | |||||||||||||||||||||||
| Agribusiness and energy services | |||||||||||||||||||||||
| Revenues from external customers | |||||||||||||||||||||||
| Intersegment revenues | |||||||||||||||||||||||
| Total segment revenues | |||||||||||||||||||||||
| Revenues including intersegment activity | |||||||||||||||||||||||
| Intersegment eliminations | ( | ( | ( | ( | |||||||||||||||||||
| $ | $ | $ | $ | ||||||||||||||||||||
Refer to Note 2 - Revenue, for further disaggregation of revenue by operating segment.
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||
| Cost of goods sold | |||||||||||||||||||||||
Ethanol production (1) | $ | $ | $ | $ | |||||||||||||||||||
| Agribusiness and energy services | |||||||||||||||||||||||
| Intersegment eliminations | ( | ( | ( | ( | |||||||||||||||||||
| $ | $ | $ | $ | ||||||||||||||||||||
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||
| Gross margin | |||||||||||||||||||||||
Ethanol production (1) (2) | $ | $ | $ | $ | |||||||||||||||||||
| Agribusiness and energy services | |||||||||||||||||||||||
| $ | $ | $ | $ | ||||||||||||||||||||
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| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||
| Depreciation and amortization | |||||||||||||||||||||||
| Ethanol production | $ | $ | $ | $ | |||||||||||||||||||
Agribusiness and energy services (3) | |||||||||||||||||||||||
| Corporate activities | |||||||||||||||||||||||
| $ | $ | $ | $ | ||||||||||||||||||||
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||
| Operating income (loss) | |||||||||||||||||||||||
Ethanol production (2) (4) (5) | $ | $ | $ | $ | ( | ||||||||||||||||||
Agribusiness and energy services (3) | |||||||||||||||||||||||
Corporate activities (6) (7) | ( | ( | ( | ||||||||||||||||||||
| $ | $ | $ | $ | ( | |||||||||||||||||||
(1)Ethanol production includes $67.2 million and $183.7 million of Section 45Z production tax credits net of discounts and other costs for the three and nine months ended September 30, 2026, respectively, and $25.0
(2)Ethanol production includes margins from a one-time sale of accumulated RINs of $22.6
(3)Depreciation and amortization for agribusiness and energy services includes impairment of property and equipment of $3.1
(4)Ethanol production includes $65.4 million and $179.3 million of Section 45Z production tax credits recorded net of discounts, other costs and selling, general and administrative expenses for the three and nine months ended September 30, 2026, respectively, and $25.0
(5)Ethanol production includes impairment of assets held for sale of $10.7
(6)Corporate activities includes $1.5 million and $13.5 million of restructuring costs for the three and nine months ended September 30, 2025, respectively, as a result of the company's cost reduction initiative, including severance related to the departure of its former CEO.
(7)Corporate activities include a pretax gain on sale of assets, net of $36.0 million and $32.0 million for the three and nine months ended September 30, 2025, respectively.
During the three and nine months ended September 30, 2025, the company incurred restructuring costs related to severance, stock based compensation and other charges as a result of cost reduction initiatives that were recorded within the following line items in the consolidated statements of operations (in thousands):
| Three Months Ended September 30, 2025 | |||||||||||||||||||||||
| Ethanol production | Agribusiness and energy services | Corporate activities | Subtotal | ||||||||||||||||||||
| Cost of goods sold | $ | $ | $ | $ | |||||||||||||||||||
| Selling, general and administrative expenses | |||||||||||||||||||||||
| Other, net | |||||||||||||||||||||||
| Total restructuring costs | $ | $ | $ | $ | |||||||||||||||||||
| Nine Months Ended September 30, 2025 | |||||||||||||||||||||||
| Ethanol production | Agribusiness and energy services | Corporate activities | Subtotal | ||||||||||||||||||||
| Cost of goods sold | $ | $ | $ | $ | |||||||||||||||||||
| Selling, general and administrative expenses | |||||||||||||||||||||||
| Other, net | |||||||||||||||||||||||
| Total restructuring costs | $ | $ | $ | $ | |||||||||||||||||||
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The following tables reconcile EBITDA, our segment measure of profit or loss, to net income (loss) (in thousands). EBITDA is defined as earnings before interest expense, income taxes, depreciation and amortization excluding the amortization of right-of-use assets and debt issuance costs.
| Three Months Ended September 30, 2026 | |||||||||||||||||
| Ethanol production | Agribusiness and energy services | Subtotal | |||||||||||||||
| EBITDA | $ | $ | $ | ||||||||||||||
| Depreciation and amortization | ( | ( | ( | ||||||||||||||
| Interest expense | ( | ( | ( | ||||||||||||||
| Subtotal | $ | $ | $ | ||||||||||||||
Unallocated corporate expenses (1) | ( | ||||||||||||||||
| Income tax expense, net of equity method income taxes | ( | ||||||||||||||||
| Net income | $ | ||||||||||||||||
| Nine Months Ended September 30, 2026 | |||||||||||||||||
| Ethanol production | Agribusiness and energy services | Subtotal | |||||||||||||||
| EBITDA | $ | $ | $ | ||||||||||||||
| Depreciation and amortization | ( | ( | ( | ||||||||||||||
| Interest expense | ( | ( | ( | ||||||||||||||
| Subtotal | $ | $ | $ | ||||||||||||||
Unallocated corporate expenses (1) | ( | ||||||||||||||||
| Income tax benefit, net of equity method income taxes | |||||||||||||||||
| Net income | $ | ||||||||||||||||
| Three Months Ended September 30, 2025 | |||||||||||||||||
| Ethanol production | Agribusiness and energy services | Subtotal | |||||||||||||||
| EBITDA | $ | $ | $ | ||||||||||||||
| Depreciation and amortization | ( | ( | ( | ||||||||||||||
| Interest expense | ( | ( | ( | ||||||||||||||
| Subtotal | $ | ( | $ | $ | ( | ||||||||||||
Unallocated corporate expenses (1) | |||||||||||||||||
| Income tax expense, net of equity method income taxes | ( | ||||||||||||||||
| Net income | $ | ||||||||||||||||
21
| Nine Months Ended September 30, 2025 | |||||||||||||||||
| Ethanol production | Agribusiness and energy services | Subtotal | |||||||||||||||
| EBITDA | $ | $ | $ | ||||||||||||||
| Depreciation and amortization | ( | ( | ( | ||||||||||||||
| Interest expense | ( | ( | ( | ||||||||||||||
| Subtotal | $ | ( | $ | $ | ( | ||||||||||||
Unallocated corporate expenses (1) | ( | ||||||||||||||||
| Income tax expense, net of equity method income taxes | ( | ||||||||||||||||
| Net loss | $ | ( | |||||||||||||||
(1)Corporate expenses include selling, general administrative expenses, depreciation and amortization, interest expense, and during 2025 includes restructuring costs related to cost savings initiatives and the departure of our former CEO.
The following table sets forth total assets by operating segment (in thousands):
| September 30, 2026 | December 31, 2025 | ||||||||||
Total assets (1) | |||||||||||
| Ethanol production | $ | $ | |||||||||
| Agribusiness and energy services | |||||||||||
| Corporate assets | |||||||||||
| Intersegment eliminations | ( | ( | |||||||||
| $ | $ | ||||||||||
6. INVENTORIES
Inventories are carried at the lower of cost or net realizable value, except fair-value hedged inventories. There was a $1.5 million lower of cost or net realizable value inventory adjustment associated with finished goods in cost of goods sold within the ethanol production segment as of December 31, 2025.
The components of inventories are as follows (in thousands):
| September 30, 2026 | December 31, 2025 | ||||||||||
| Finished goods | $ | $ | |||||||||
| Commodities held for sale | |||||||||||
| Raw materials | |||||||||||
| Work-in-process | |||||||||||
| Supplies and parts | |||||||||||
| $ | $ | ||||||||||
7. DERIVATIVE FINANCIAL INSTRUMENTS
At September 30, 2026, the company’s consolidated balance sheet reflected unrealized losses of $2.0 thousand, net of tax, in accumulated other comprehensive income (loss). The company expects these items will be reclassified as operating income (loss) over the next 12 months as a result of hedged transactions that are forecasted to occur. The amount realized in operating income (loss) will differ as commodity prices change.
22
Fair Values of Derivative Instruments
The fair values of the company’s derivative financial instruments and the line items on the consolidated balance sheets where they are reported are as follows (in thousands):
| Asset Derivatives' Fair Value | Liability Derivatives' Fair Value | |||||||||||||||||||||||||
| September 30, 2026 | December 31, 2025 | September 30, 2026 | December 31, 2025 | |||||||||||||||||||||||
| Derivative financial instruments - forwards | $ | (1) | $ | (2) | $ | (3) | $ | |||||||||||||||||||
| Other assets | — | — | ||||||||||||||||||||||||
| Other liabilities | — | — | ||||||||||||||||||||||||
| Total | $ | $ | $ | $ | ||||||||||||||||||||||
(1)At September 30, 2026, derivative financial instruments, as reflected on the balance sheet, include net unrealized gains on exchange traded futures and options contracts of $2.5 million and the balance representing economic hedges.
(2)At December 31, 2025, derivative financial instruments, as reflected on the balance sheet, include net unrealized gains on exchange-traded futures and options contracts of $4.6 million, which include $0.6 million of net unrealized gains on derivative financial instruments designated as cash flow hedging instruments, $1.1 million of net unrealized gains on derivative financial instruments designated as fair value hedging instruments and the balance representing economic hedges.
(3)At September 30, 2026, derivative financial instruments, as reflected on the balance sheet, include net unrealized losses on exchange traded futures and options contracts of $8.8 million, which included $4.9 million of net unrealized losses on derivative financial instruments designated as cash flow hedging instruments, $0.7 million of net unrealized gains on derivative financial instruments designated as fair value hedging instruments and the balance representing economic hedges.
Refer to Note 4 - Fair Value Disclosures, which contains fair value information related to derivative financial instruments.
Effect of Derivative Instruments on Consolidated Balance Sheets, Consolidated Statements of Operations and Consolidated Statements of Comprehensive Income (Loss)
The gains or losses recognized in income and other comprehensive income related to the company’s derivative financial instruments and the line items on the consolidated financial statements where they are reported are as follows (in thousands):
| Amount of Gain (Loss) Reclassified from Accumulated Other Comprehensive Income into Income | ||||||||||||||||||||||||||
| Location of Gain (Loss) Reclassified from Accumulated Other Comprehensive Income into Income | Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | |||||||||||||||||||||||
| Revenues | $ | $ | ( | $ | ( | $ | ( | |||||||||||||||||||
| Cost of goods sold | ( | ( | ( | |||||||||||||||||||||||
| Net loss recognized in income (loss) before income taxes | $ | ( | $ | ( | $ | ( | $ | ( | ||||||||||||||||||
| Amount of Gain (Loss) Recognized in Other Comprehensive Income on Derivatives | ||||||||||||||||||||||||||
| Gain (Loss) Recognized in Other Comprehensive Income on Derivatives | Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | |||||||||||||||||||||||
| Commodity contracts | $ | ( | $ | ( | $ | ( | $ | ( | ||||||||||||||||||
A portion of the company’s derivative instruments are considered economic hedges and as such are not designated as hedging instruments. The company uses exchange-traded futures and options contracts to manage its net position of product inventories and forward cash purchase and sales contracts to reduce price risk caused by market fluctuations. Derivatives, including exchange-traded contracts and forward commodity purchase or sale contracts, and inventories of
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certain agricultural products, which include amounts acquired under deferred pricing contracts, are stated at fair value. Fair value estimates are based on exchange-quoted prices, adjusted as appropriate for regional location basis value, which represent differences in local markets including transportation as well as quality or grade differences.
| Amount of Gain (Loss) Recognized in Income on Derivatives | ||||||||||||||||||||||||||||||||
| Derivatives Not Designated as Hedging Instruments | Location of Gain (Loss) Recognized in Income on Derivatives | Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | |||||||||||||||||||||||||||||
| Exchange-traded futures and options | Revenues | $ | ( | $ | ( | $ | ( | $ | ( | |||||||||||||||||||||||
| Forwards | Revenues | ( | ( | ( | ||||||||||||||||||||||||||||
| Exchange-traded futures and options | Cost of goods sold | ( | ( | |||||||||||||||||||||||||||||
| Forwards | Cost of goods sold | ( | ||||||||||||||||||||||||||||||
| Net gain (loss) recognized in income (loss) before income taxes | $ | $ | ( | $ | ( | $ | ( | |||||||||||||||||||||||||
The following amounts were recorded on the consolidated balance sheets related to cumulative basis adjustments for the fair value hedged items (in thousands):
| September 30, 2026 | December 31, 2025 | |||||||||||||||||||||||||
| Line Item in the Consolidated Balance Sheets in Which the Hedged Item is Included | Carrying Amount of the Hedged Assets | Cumulative Amount of Fair Value Hedging Adjustment Included in the Carrying Amount of the Hedged Assets | Carrying Amount of the Hedged Assets | Cumulative Amount of Fair Value Hedging Adjustment Included in the Carrying Amount of the Hedged Assets | ||||||||||||||||||||||
| Inventories | $ | $ | ( | $ | $ | ( | ||||||||||||||||||||
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Effect of Cash Flow and Fair Value Hedge Accounting on the Statements of Operations (in thousands):
| Location and Amount of Gain (Loss) Recognized in Income on Cash Flow and Fair Value Hedging Relationships for the Three Months Ended September 30, | |||||||||||||||||||||||
| 2026 | 2025 | ||||||||||||||||||||||
| Revenues | Cost of Goods Sold | Revenues | Cost of Goods Sold | ||||||||||||||||||||
| Gain (loss) on cash flow hedging relationships | |||||||||||||||||||||||
| Commodity contracts | |||||||||||||||||||||||
| Amount of (loss) income on exchange-traded futures reclassified from accumulated other comprehensive income into income | $ | $ | ( | $ | ( | $ | ( | ||||||||||||||||
| Gain (loss) on fair value hedging relationships | |||||||||||||||||||||||
| Commodity contracts | |||||||||||||||||||||||
| Fair-value hedged inventories | ( | ||||||||||||||||||||||
| Exchange-traded futures designated as hedging instruments | |||||||||||||||||||||||
| Total amounts of income and expense line items presented in the consolidated statement of operations in which the effects of cash flow or fair value hedges are recorded | $ | $ | ( | $ | ( | $ | ( | ||||||||||||||||
| Location and Amount of Gain (Loss) Recognized in Income on Cash Flow and Fair Value Hedging Relationships for the Nine Months Ended September 30, | |||||||||||||||||||||||
| 2026 | 2025 | ||||||||||||||||||||||
| Revenues | Cost of Goods Sold | Revenues | Cost of Goods Sold | ||||||||||||||||||||
| Gain (loss) on cash flow hedging relationships | |||||||||||||||||||||||
| Commodity contracts | |||||||||||||||||||||||
| Amount of (loss) income on exchange-traded futures reclassified from accumulated other comprehensive income into income | $ | ( | $ | $ | ( | $ | ( | ||||||||||||||||
| Gain (loss) on fair value hedging relationships | |||||||||||||||||||||||
| Commodity contracts | |||||||||||||||||||||||
| Fair-value hedged inventories | ( | ( | |||||||||||||||||||||
| Exchange-traded futures designated as hedging instruments | |||||||||||||||||||||||
| Total amounts of income and expense line items presented in the consolidated statement of operations in which the effects of cash flow or fair value hedges are recorded | $ | ( | $ | $ | ( | $ | ( | ||||||||||||||||
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The notional volume of open commodity derivative positions as of September 30, 2026 are as follows (in thousands):
Exchange-Traded (1) | Non-Exchange-Traded (2) | |||||||||||||||||||||||||||||||
| Derivative Instruments | Net Long & (Short) | Long | (Short) | Unit of Measure | Commodity | |||||||||||||||||||||||||||
| Futures | ( | Bushels | Corn | |||||||||||||||||||||||||||||
| Futures | (3) | Bushels | Corn | |||||||||||||||||||||||||||||
| Futures | ( | Gallons | Ethanol | |||||||||||||||||||||||||||||
| Futures | ( | (3) | Gallons | Ethanol | ||||||||||||||||||||||||||||
| Futures | ( | MmBTU | Natural Gas | |||||||||||||||||||||||||||||
| Futures | (3) | MmBTU | Natural Gas | |||||||||||||||||||||||||||||
| Futures | ( | (4) | MmBTU | Natural Gas | ||||||||||||||||||||||||||||
| Futures | ( | Bushels | Soybean | |||||||||||||||||||||||||||||
| Options | Bushels | Soybean | ||||||||||||||||||||||||||||||
| Options | MmBTU | Natural Gas | ||||||||||||||||||||||||||||||
| Options | Bushels | Corn | ||||||||||||||||||||||||||||||
| Forwards | Bushels | Corn | ||||||||||||||||||||||||||||||
| Forwards | ( | Gallons | Ethanol | |||||||||||||||||||||||||||||
| Forwards | ( | Tons | Distillers Grains | |||||||||||||||||||||||||||||
| Forwards | ( | Pounds | Renewable Corn Oil | |||||||||||||||||||||||||||||
| Forwards | ( | MmBTU | Natural Gas | |||||||||||||||||||||||||||||
(1)Notional volume of exchange-traded futures and options are presented on a net long and (short) position basis. Options are presented on a delta-adjusted basis.
(2)Notional volume of non-exchange-traded forward physical contracts are presented on a gross long and (short) position basis, including both fixed-price and basis contracts, for which only the basis portion of the contract price is fixed.
(3)Notional volume of exchange-traded futures used for cash flow hedges.
(4)Notional volume of exchange-traded futures used for fair value hedges.
Energy trading contracts that do not involve physical delivery are presented net in revenues on the consolidated statements of operations. Included in revenues are net gains of $2.5 million and $10.2 million for the three and nine months ended September 30, 2026, respectively, and net gains of $3.4 million and $8.7 million for the three and nine months ended September 30, 2025, respectively, on energy trading contracts.
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8. DEBT
The components of long-term debt are as follows (in thousands):
| September 30, 2026 | December 31, 2025 | ||||||||||
| Corporate | |||||||||||
| $ | $ | ||||||||||
| Green Plains Shenandoah | |||||||||||
Term loan due 2035 (3) | |||||||||||
| Green Plains Central City Carbon Capture | |||||||||||
| Tallgrass Term loan due 2038 | |||||||||||
| Green Plains Wood River Carbon Capture | |||||||||||
| Tallgrass Term loan due 2038 | |||||||||||
| Green Plains York Carbon Capture | |||||||||||
| Tallgrass Term loan due 2037 | |||||||||||
| Other | |||||||||||
| Total book value of long-term debt | |||||||||||
| Unamortized debt issuance costs | ( | ( | |||||||||
| Less: current maturities of long-term debt | ( | ( | |||||||||
| Total long-term debt | $ | $ | |||||||||
(1)The 2.25 % notes had $0.1 million and $0.4 million of unamortized debt issuance costs as of September 30, 2026 and December 31, 2025, respectively.
(2)The 5.25 % notes had $6.7 million and $8.0 million of unamortized debt issuance costs as of September 30, 2026 and December 31, 2025, respectively.
(3)The loan had $0.2 million of unamortized debt issuance costs as of both September 30, 2026 and December 31, 2025, respectively.
The components of short-term notes payable and other borrowings are as follows (in thousands):
| September 30, 2026 | December 31, 2025 | ||||||||||
| Green Plains Finance Company, Green Plains Grain and Green Plains Trade | |||||||||||
$ | $ | $ | |||||||||
| Green Plains Commodity Management | |||||||||||
$ | |||||||||||
| $ | $ | ||||||||||
Corporate Activities
In March 2021, we issued $230.0 million of unsecured 2.25 % convertible senior notes due in 2027 (the "2027 Notes"). The 2027 Notes bear interest at a rate of 2.25 % per year, payable on March 15 and September 15 of each year. The initial conversion rate is 31.6206 shares of our common stock per $1,000 principal amount of 2027 Notes (equivalent to an initial conversion price of approximately $31.62 per share of our common stock), representing an approximately 37.5 % premium over the offering price of our common stock. 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.
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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 September 30, 2026, the outstanding principal balances on the remaining 2027 Notes and the 2030 Notes were $60.0 million and $200.0 million, respectively.
Ethanol Production Segment
On September 3, 2020, Green Plains Wood River and Green Plains Shenandoah, wholly-owned subsidiaries of the company, entered into a $75.0 million loan agreement with MetLife Real Estate Lending LLC. The loan matures on September 1, 2035 and is secured by substantially all of the assets of the Shenandoah facility. During the second quarter of 2024, the agreement was modified to remove the Wood River facility from the assets considered to be secured under the loan agreement and Green Plains Wood River was removed as a counterparty to the loan agreement. The proceeds from the loan were used to add MSC™ technology at the Wood River and Shenandoah facilities as well as other capital expenditures.
The loan bears interest at a fixed rate of 5.02 %, plus an interest rate premium subject to quarterly adjustments from 0.00 % to 1.50 % based on the leverage ratio of total funded debt to EBITDA of Shenandoah. Principal payments of $1.5 million per year began in October 2022. Prepayments were prohibited until September 2024. Financial covenants of the loan agreement include a minimum loan to value ratio of 50 %, a minimum fixed charge coverage ratio of 1.25 x, a total debt service reserve of six months of future principal and interest payments and a minimum working capital requirement at Green Plains of not less than $0.10 per gallon of nameplate capacity or $85.0 million. The loan is guaranteed by the company and has certain limitations on distributions, dividends or loans to Green Plains by Shenandoah unless immediately after giving effect to such action, there will not exist any event of default. At September 30, 2026, the interest rate on the loan was 5.02 %.
On and after July 24, 2023, Green Plains Central City Capture Company LLC, Green Plains Wood River Capture Company LLC, and Green Plains York Capture Company LLC, (collectively, the "capture companies") which are all wholly-owned subsidiaries of the company, entered into a series of agreements with Tallgrass High Plains Carbon Storage, LLC and its affiliates to finance, construct and operate carbon capture, transportation and sequestration assets associated with the company’s Central City, Wood River, and York ethanol facilities in Nebraska. Under the agreements, the capture companies are obligated to repay Tallgrass all costs associated with the construction of the carbon capture and compression facilities over a 144-month delivery period. The payment structure is designed to provide Tallgrass with a 9 % pretax, unlevered internal rate of return ("IRR") on its investment. All projects met criteria for substantial completion and are classified as debt, except for an estimated $13.3 million of spend that Tallgrass has yet to apply to our debt balances owed, which is presented as carbon equipment liabilities. The amounts remaining within carbon equipment liabilities are expected to be reclassified and presented as debt within the next twelve months. The total estimated value of this debt recorded on the balance sheet is $123.7 million. Repayments commenced in January 2026. This debt is secured by substantially all real and personal property interests associated with the capture companies. Green Plains Inc. further supports the obligation through a guaranty, under which it unconditionally guarantees the capture companies' performance and payment obligations. The capture companies may pre-repay the obligation early by providing Tallgrass at least ninety (90 ) days’ prior written notice and remitting the prepayment, which represents the amount required for Tallgrass to achieve its contracted 9 % pretax, unlevered IRR on its investments.
The company also has small equipment financing loans, finance leases on equipment or facilities, and other forms of debt financing.
Agribusiness and Energy Services Segment
On March 25, 2022, Green Plains Finance Company, Green Plains Grain and Green Plains Trade (collectively, the “Borrowers”), all wholly owned subsidiaries of the company, together with the company, as guarantor, entered into a five-year , $350.0 million senior secured sustainability-linked revolving Loan and Security Agreement (the “Facility”) with a group of financial institutions. This transaction refinanced the separate credit facilities previously held by Green Plains
28
Grain and Green Plains Trade. On April 17, 2026, the Facility was amended by the Second Amendment to the Loan and Security Agreement (the “Second Revolver Amendment”). The Second Revolver Amendment (i) extends the termination date of the Facility from March 25, 2027 to September 25, 2027 and (ii) reduces the size of the Facility commitment from $350 million to $300 million.
The Facility includes revolving commitments totaling $300.0 million and an accordion feature whereby amounts available under the Facility may be increased by up to $100.0 million of new lender commitments subject to certain conditions. 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. Additionally, the applicable margin and commitment fee are subject to certain increases or decreases of up to 0.10 % and 0.025 %, respectively, tied to the company’s achievement of certain sustainability criteria, including the reduction of GHG emissions, recordable incident rate reduction, increased renewable corn oil production and the implementation of technology to produce sustainable ingredients.
The Facility contains customary affirmative and negative covenants, as well as the following financial covenants to be calculated as of the last day of any month: the current ratio of the Borrowers shall not be less than 1.00 to 1.00; the collateral coverage ratio of the Borrowers shall not be less than 1.20 to 1.00; and the debt to capitalization ratio of the company shall not be greater than 0.60 to 1.00.
The Facility also includes customary events of default, including without limitation, failure to make required payments of principal or interest, material incorrect representations and warranties, breach of covenants, events of bankruptcy and other certain matters. The Facility is secured by the working capital assets of the Borrowers and is guaranteed by the company. At September 30, 2026, the interest rate on the Facility was 6.29 %.
Green Plains Commodity Management has a $20.0 million uncommitted revolving credit facility to finance margins related to its hedging programs, which is secured by cash and securities held in its brokerage accounts that matures on April 30, 2028. Advances are subject to variable interest rates equal to SOFR plus 1.75 %. At September 30, 2026, the interest rate on the facility was 5.39 %.
Green Plains Grain has a short-term inventory financing agreement with a financial institution. The company has accounted for the agreement as short-term notes, rather than revenues, and has elected the fair value option to offset fluctuations in market prices of the inventory. This agreement is subject to negotiated variable interest rates. The company had no outstanding short-term notes payable related to the inventory financing agreement as of September 30, 2026.
Covenant Compliance
The company was in compliance with its debt covenants as of September 30, 2026.
Restricted Net Assets
At September 30, 2026, there were approximately $59.7 million of net assets at the company’s subsidiaries that could not be transferred to the parent company in the form of dividends, loans or advances due to restrictions contained in the credit facilities of these subsidiaries.
9. STOCK-BASED COMPENSATION
The company has an equity incentive plan which reserves shares of common stock for issuance pursuant to the plan. On June 5, 2026, the shareholders of the company approved an additional 2.0 million shares of common stock for stock-based compensation, as approved by the board of directors in April of 2026. As of September 30, 2026, the equity incentive plan reserved a total of 6.9 million shares of common stock for issuance pursuant to the plan, of which 1.0 million shares remain available for issuance. On October 19, 2026, the company filed a registration statement on Form S-8 to register the additional shares for issuance under the plan, at which time the equity incentive plan reserved a total of 8.9 million shares of common stock for issuance pursuant to the plan, of which 3.0 million shares remain available for issuance. The plan provides for shares, including options to purchase shares of common stock, stock appreciation rights tied to the value of common stock, restricted stock, performance share awards, and restricted and deferred stock unit awards, to be granted to eligible employees, non-employee directors and consultants. The company measures stock-based compensation at fair value on the grant date, with no adjustments for estimated forfeitures. The company records noncash
29
compensation expense related to equity awards in its consolidated financial statements over the requisite period on a straight-line basis.
Restricted Stock Awards and Deferred Stock Units
The restricted non-vested stock awards and deferred stock units activity for the nine months ended September 30, 2026 is as follows:
| Non-Vested Shares and Deferred Stock Units | Weighted- Average Grant- Date Fair Value | Weighted-Average Remaining Vesting Term (in years) | |||||||||||||||
| Non-Vested at December 31, 2025 | $ | ||||||||||||||||
| Granted | |||||||||||||||||
| Forfeited | ( | ||||||||||||||||
| Vested | ( | ||||||||||||||||
| Non-Vested at September 30, 2026 | $ | ||||||||||||||||
Performance Share Awards
On February 27, 2026, March 10, 2025, and March 13, 2024, the Compensation Committee of the Board granted performance shares to be awarded in the form of common stock to certain participants of the plan. These performance shares vest based on the level of achievement of certain performance goals, including the incremental value achieved from the company’s carbon, high-protein and clean sugar initiatives, annual production levels and return on investment (ROI). Performance shares granted in 2026, 2025 and 2024 include certain market-based factors requiring a Monte Carlo valuation model to estimate the fair value of the performance shares on the date of the grant. The weighted average assumptions used by the company in applying the Monte Carlo valuation model for the 2026 performance share grants and related valuation include a risk-free interest rate of 3.52 %, dividend yields of 0 %, expected volatility of 60.9 % and closing stock price on the date of grant of $14.27 , resulting in an estimated fair value of $24.93 per share. The performance shares were granted at a target of 100 %, but each performance share can be reduced or increased depending on results for the performance period. If the company achieves the maximum performance goals, the maximum amount of shares available to be issued pursuant to the 2026, 2025 and 2024 awards are 1,138,864 performance shares which represents 200 % of the 569,432 performance shares that remain outstanding, excluding forfeited shares. The actual number of performance shares that will ultimately vest is based on the actual performance targets achieved at the end of the performance period.
On March 9, 2023, the Compensation Committee of the Board granted performance shares to be awarded in the form of common stock to certain participants of the plan. The performance shares were granted at a target of 100 %, but each performance share was reduced or increased depending on results for the performance period. Excluding 2023 performance shares that vested at target in accordance with termination agreements, based on the criteria discussed above, on March 9, 2026, the 2023 performance shares vested at 0 % due to missed performance objectives and as a result, no shares were issued.
The non-vested performance share award activity for the nine months ended September 30, 2026 is as follows:
| Performance Shares | Weighted- Average Grant- Date Fair Value | Weighted-Average Remaining Vesting Term (in years) | |||||||||||||||
| Non-Vested at December 31, 2025 | $ | ||||||||||||||||
| Granted | |||||||||||||||||
| Forfeited | ( | ||||||||||||||||
| Vested | ( | ||||||||||||||||
| Non-Vested at September 30, 2026 | $ | ||||||||||||||||
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Stock-Based Compensation Expense
Compensation costs for the stock-based payment plan were $2.0 million and $6.2 million for the three and nine months ended September 30, 2026, respectively, and $2.6 million and $13.7 million for the three and nine months ended September 30, 2025, respectively, with the decrease primarily driven by accelerated vesting for the company's former CEO in the prior period. At September 30, 2026, there was $11.2 million of unrecognized compensation costs from stock-based compensation related to non-vested awards. This compensation is expected to be recognized over a weighted-average period of approximately 1.7 years. The potential tax benefit related to stock-based payment is approximately 25.4 % of these expenses.
10. EARNINGS PER SHARE
Basic earnings per share, or EPS, is calculated by dividing net income available to common stockholders by the weighted average number of common shares outstanding during the period.
The company computes diluted EPS by dividing net income on an if-converted basis, adjusted to add back net interest expense related to the convertible debt instruments, by the weighted average number of common shares outstanding during the period, adjusted to include the shares that would be issued if the convertible debt instruments were converted to common shares and the effect of any outstanding dilutive securities.
The basic and diluted EPS are calculated as follows (in thousands):
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||
| Net income (loss) attributable to Green Plains | $ | $ | $ | $ | ( | ||||||||||||||||||
Weighted average shares outstanding - basic (1) | |||||||||||||||||||||||
| EPS - basic | $ | $ | $ | $ | ( | ||||||||||||||||||
| EPS - diluted | |||||||||||||||||||||||
| Net income (loss) attributable to Green Plains | $ | $ | $ | $ | ( | ||||||||||||||||||
| Interest and amortization, net of tax effect: | |||||||||||||||||||||||
| Net income (loss) attributable to Green Plains - diluted | $ | $ | $ | $ | ( | ||||||||||||||||||
| Weighted average shares outstanding - basic | |||||||||||||||||||||||
| Effect of dilutive convertible debt: | |||||||||||||||||||||||
| Effect of dilutive stock-based compensation awards | |||||||||||||||||||||||
| Weighted average shares outstanding - diluted | |||||||||||||||||||||||
| EPS - diluted | $ | $ | $ | $ | ( | ||||||||||||||||||
Anti-dilutive weighted-average convertible debt, warrants and stock-based compensation (2) | |||||||||||||||||||||||
(1)For the three and nine months ended September 30, 2025, weighted average shares outstanding - basic includes the impact of 750,000 warrants outstanding as of September 30, 2025 that have an exercise price of $0.01 .
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11. STOCKHOLDERS’ EQUITY
Purchase of FQT Minority Interests
On June 16, 2026, the company issued warrants to BlackRock in a private placement to purchase 500,000 shares of our common stock at an exercise price of $0.01 per share and an exercise period ending on June 16, 2036 ("BlackRock warrants"). These warrants were issued in connection with the company's purchase of BlackRock's minority interest in FQT, are equity-based and recorded in additional paid-in capital. On May 8, 2026, the company entered into an agreement with Ospraie Partners LLC to purchase its minority interest in FQT for $5.2 million. The company retains a majority interest in FQT and continues to consolidate its results within its consolidated financial statements.
BlackRock Warrants
On August 6, 2026, the BlackRock warrants were exercised.
Components of stockholders’ equity for the three and nine months ended September 30, 2026 and 2025 are as follows (in thousands):
| Common Stock | Additional Paid-in Capital | Retained Deficit | Accumulated Other Comprehensive Income (Loss) | Treasury Stock | Total Green Plains Stockholders' Equity | Non- Controlling Interests | Total Stockholders' Equity | |||||||||||||||||||||||||
| Shares | Amount | Shares | Amount | |||||||||||||||||||||||||||||
| Balance, December 31, 2025 | $ | $ | $ | ( | $ | ( | $ | ( | $ | $ | $ | |||||||||||||||||||||
| Net income | — | — | — | — | — | — | ||||||||||||||||||||||||||
| Distributions declared | — | — | — | — | — | — | — | — | ( | ( | ||||||||||||||||||||||
| Other comprehensive loss before reclassification | — | — | — | — | ( | — | — | ( | — | ( | ||||||||||||||||||||||
| Amounts reclassified from accumulated other comprehensive income (loss) | — | — | — | — | ( | — | — | ( | — | ( | ||||||||||||||||||||||
| Other comprehensive loss, net of tax | — | — | — | — | ( | — | — | ( | — | ( | ||||||||||||||||||||||
| Stock-based compensation | — | ( | — | — | — | — | ( | — | ( | |||||||||||||||||||||||
| Balance, March 31, 2026 | ( | ( | ( | |||||||||||||||||||||||||||||
| Net income | — | — | — | — | — | — | ||||||||||||||||||||||||||
| Distributions declared | — | — | — | — | — | — | — | — | ( | ( | ||||||||||||||||||||||
| Other comprehensive income before reclassification | — | — | — | — | — | — | — | |||||||||||||||||||||||||
| Amounts reclassified from accumulated other comprehensive income (loss) | — | — | — | — | — | — | — | |||||||||||||||||||||||||
| Other comprehensive income, net of tax | — | — | — | — | — | — | — | |||||||||||||||||||||||||
| Purchase of FQT minority interest | — | — | ( | — | — | — | — | ( | ( | ( | ||||||||||||||||||||||
| Issuance of warrants for FQT minority interest | — | — | — | — | — | — | ( | |||||||||||||||||||||||||
| Stock-based compensation | — | — | — | — | — | — | ||||||||||||||||||||||||||
| Balance, June 30, 2026 | ( | ( | ( | |||||||||||||||||||||||||||||
| Net income | — | — | — | — | — | — | ||||||||||||||||||||||||||
| Other comprehensive loss before reclassification | — | — | — | — | ( | — | — | ( | — | ( | ||||||||||||||||||||||
| Amounts reclassified from accumulated other comprehensive income (loss) | — | — | — | — | — | — | — | |||||||||||||||||||||||||
| Other comprehensive loss, net of tax | — | — | — | — | ( | — | — | ( | — | ( | ||||||||||||||||||||||
| Exercise of warrants | — | — | — | — | — | — | — | — | — | |||||||||||||||||||||||
| Stock-based compensation | ( | — | — | — | — | — | — | |||||||||||||||||||||||||
| Balance, September 30, 2026 | $ | $ | $ | ( | $ | ( | $ | ( | $ | $ | $ | |||||||||||||||||||||
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| Common Stock | Additional Paid-in Capital | Retained Deficit | Accumulated Other Comprehensive Loss | Treasury Stock | Total Green Plains Stockholders' Equity | Non- Controlling Interests | Total Stockholders' Equity | |||||||||||||||||||||||||
| Shares | Amount | Shares | Amount | |||||||||||||||||||||||||||||
| Balance, December 31, 2024 | $ | $ | $ | ( | $ | $ | ( | $ | $ | $ | ||||||||||||||||||||||
| Net loss | — | — | — | ( | — | — | — | ( | ( | |||||||||||||||||||||||
| Other comprehensive loss before reclassification | — | — | — | — | ( | — | — | ( | — | ( | ||||||||||||||||||||||
| Amounts reclassified from accumulated other comprehensive loss | — | — | — | — | — | — | — | |||||||||||||||||||||||||
| Other comprehensive loss, net of tax | — | — | — | — | ( | — | — | ( | — | ( | ||||||||||||||||||||||
| Investment in subsidiaries | — | — | — | — | — | — | — | — | ||||||||||||||||||||||||
| Stock-based compensation | — | — | — | — | — | — | ||||||||||||||||||||||||||
| Balance, March 31, 2025 | ( | ( | ( | |||||||||||||||||||||||||||||
| Net loss | — | — | — | ( | — | — | — | ( | ( | |||||||||||||||||||||||
| Other comprehensive loss before reclassification | — | — | — | — | ( | — | — | ( | — | ( | ||||||||||||||||||||||
| Amounts reclassified from accumulated other comprehensive loss | — | — | — | — | — | — | — | |||||||||||||||||||||||||
| Other comprehensive loss, net of tax | — | — | — | — | ( | — | — | ( | — | ( | ||||||||||||||||||||||
| Investment in subsidiary | — | — | — | — | — | — | — | — | ||||||||||||||||||||||||
| Proventus disposition | — | — | — | — | — | — | — | — | ( | ( | ||||||||||||||||||||||
| Issuance of warrants | — | — | — | — | — | — | — | |||||||||||||||||||||||||
| Modification of warrants | — | — | — | — | — | — | — | |||||||||||||||||||||||||
| Stock-based compensation | — | — | — | — | — | — | ||||||||||||||||||||||||||
| Balance, June 30, 2025 | ( | ( | ( | |||||||||||||||||||||||||||||
| Net income | — | — | — | — | — | — | ( | |||||||||||||||||||||||||
| Other comprehensive loss before reclassification | — | — | — | — | ( | — | — | ( | — | ( | ||||||||||||||||||||||
| Amounts reclassified from accumulated other comprehensive loss | — | — | — | — | — | — | — | |||||||||||||||||||||||||
| Other comprehensive loss, net of tax | — | — | — | — | ( | — | — | ( | — | ( | ||||||||||||||||||||||
| Investment in subsidiary | — | — | — | — | — | — | — | — | ||||||||||||||||||||||||
| Issuance of warrants | — | — | — | — | — | — | — | |||||||||||||||||||||||||
| Exercise of warrants | — | — | — | — | — | |||||||||||||||||||||||||||
| Stock-based compensation | — | — | — | — | — | |||||||||||||||||||||||||||
| Balance, September 30, 2025 | $ | $ | $ | ( | $ | ( | $ | ( | $ | $ | $ | |||||||||||||||||||||
Amounts reclassified from accumulated other comprehensive loss are as follows (in thousands):
| Three Months Ended September 30, | Nine Months Ended September 30, | Statements of Operations Classification | |||||||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||||||||
| Gains (losses) on cash flow hedges | |||||||||||||||||||||||||||||
| Commodity derivatives | $ | $ | ( | $ | ( | $ | ( | (1) | |||||||||||||||||||||
| Commodity derivatives | ( | ( | ( | (2) | |||||||||||||||||||||||||
| Total losses on cash flow hedges | ( | ( | ( | ( | (3) | ||||||||||||||||||||||||
| Income tax expense | (4) | ||||||||||||||||||||||||||||
| Amounts reclassified from accumulated other comprehensive loss | $ | ( | $ | ( | $ | ( | $ | ( | |||||||||||||||||||||
(1)Revenues
(2)Cost of goods sold
(3)Income (loss) before income taxes and income (loss) from equity method investees
(4)Income tax benefit (expense)
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12. INCOME TAXES
The company records actual income tax expense or benefit during interim periods rather than on an annual effective tax rate method. Certain items are given discrete period treatment and the tax effect of those items are reported in full in the relevant interim period.
The IRA was signed into law on August 16, 2022. The IRA includes significant law changes relating to tax, climate change, energy and health care. The IRA significantly expands clean energy related tax credits and permits more flexibility for taxpayers to use the credits with direct-pay and transferable credit options.
The OBBB was signed into law on July 4, 2025. The OBBB includes a broad range of tax reform provisions affecting businesses, including extending and modifying certain key provisions of the Tax Cuts & Jobs Act, and expanding certain IRA incentives while accelerating the phase-out of others. Important business provisions of the OBBB include reinstatement of permanent expensing of domestic research and development costs, higher EBITDA cap on the deduction for interest expense and 100% bonus depreciation. In addition, the OBBB extends the tax credit for Clean Fuel Production under Section 45Z to December 31, 2029, and leaves credits generated from carbon capture under Section 45Q substantially unchanged. The company expects to benefit from the business provisions of the OBBB and the extension of certain energy credits under the IRA and not be negatively impacted by the phase-out of other energy credits. The company will benefit from the reinstatement of permanent expensing of domestic research and development costs and the higher EBITDA cap on the deduction for interest expense, as well as the extension of the tax credit for Clean Fuel Production under Section 45Z to December 31, 2029.
The company recorded income tax benefit of $1.9 million for the nine months ended September 30, 2026, compared with income tax expense of $3.3 million for the same period in 2025. The increase in income tax benefit is primarily due to changes in the valuation allowance on deferred tax assets, the impact of tax-exempt income from Section 45Z production tax credits and a decrease in tax expense related to other permanent differences, partially offset by an increase in pre-tax book income. In addition, the company recorded tax expense related to the IRS audit settlement in 2025.
The effective tax rate can be affected by variances in the estimates and amounts of taxable income among the various states, entities and activity types, realization of tax credits, adjustments from resolution of tax matters under review, valuation allowances and the company’s assessment of its liability for uncertain tax positions.
13. COMMITMENTS AND CONTINGENCIES
Lease Expense
The company leases certain facilities, parcels of land, and equipment, with remaining terms ranging from less than one year to approximately 11.1 years. The land and facility leases include renewal options. The renewal options are included in the lease term only for those sites or locations in which they are reasonably certain to be renewed. Equipment renewals are not considered reasonably certain to be exercised as they typically renew with significantly different underlying terms.
The components of lease expense are as follows (in thousands):
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||
| Lease expense | |||||||||||||||||||||||
| Operating lease expense | $ | $ | $ | $ | |||||||||||||||||||
Variable lease expense (1) | |||||||||||||||||||||||
| Total lease expense | $ | $ | $ | $ | |||||||||||||||||||
(1)Represents amounts incurred in excess of the minimum payments required for a certain building lease and for the handling and unloading of railcars for a certain land lease, offset by railcar lease abatements provided by the lessor when railcars are out of service during periods of maintenance or upgrade.
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Supplemental cash flow information related to operating leases is as follows (in thousands):
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||
| Cash paid for amounts included in the measurement of lease liabilities | |||||||||||||||||||||||
| Operating cash flows from operating leases | $ | $ | $ | $ | |||||||||||||||||||
| Right-of-use assets obtained in exchange for lease obligations | |||||||||||||||||||||||
| Operating leases | |||||||||||||||||||||||
| Right-of-use assets and lease obligations derecognized due to lease modifications | |||||||||||||||||||||||
Right-of-use-assets (1) | |||||||||||||||||||||||
Lease obligations (1) | |||||||||||||||||||||||
(1)Amounts presented in 2025 are related to the Obion Transaction. Derecognition of right-of-use assets and lease obligations for the disposition is related to railcar operating leases.
Supplemental balance sheet information related to operating leases is as follows:
| September 30, 2026 | December 31, 2025 | ||||||||||
| Weighted average remaining lease term | |||||||||||
| Weighted average discount rate | % | % | |||||||||
Aggregate minimum lease payments under the operating lease agreements for the remainder of 2026 and in future years are as follows (in thousands):
| Year Ending December 31, | Amount | ||||
| 2026 | $ | ||||
| 2027 | |||||
| 2028 | |||||
| 2029 | |||||
| 2030 | |||||
| Thereafter | |||||
| Total | |||||
| Less: Present value discount | ( | ||||
| Lease liabilities | $ | ||||
Other Commitments
As of September 30, 2026, the company had contracted future purchases of grain, ethanol, distillers grains and natural gas, valued at approximately $229.9 million and future commitments for storage and transportation, valued at approximately $30.5 million.
The company has entered into contracts with Tallgrass High Plains Carbon Storage, LLC and its affiliates, related to the construction, development and operation of carbon capture and sequestration projects at our three Nebraska plants. As of September 30, 2026, the company has recorded $13.3 million of accumulated construction costs in relation to the projects, presented as carbon equipment liabilities on the consolidated balance sheet.
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Legal
The company is currently involved in litigation, including worker's compensation litigation, that has arisen in the ordinary course of business, but does not believe any pending litigation will have a material adverse effect on its financial position, results of operations or cash flows.
14. SUBSEQUENT EVENT
On October 29, 2026, Green Plains Inc. (“Seller”), entered into a Tax Credit Purchase Agreement with two unaffiliated parties (“Buyers”), pursuant to which Seller agreed to supply production tax credits available under Section 45Z to Buyers from the production of Seller’s ethanol at its operating facilities between January 1, 2026 and December 31, 2026. Under the agreement, Seller has committed to deliver, and Buyers have committed to purchase, a minimum of $250 million of Section 45Z credits, up to a total of $325 million in the aggregate, with an option to purchase an additional $30.0 million, subject to generation and availability and the satisfaction of certain conditions. The confidential purchase price, which includes a market-based discount for such credits, is payable on each confirmation date against delivery of the corresponding credits. Cash proceeds of approximately $140.0 million associated with the first half of 2026 credit generation were received during the fourth quarter and proceeds associated with third and fourth quarter credit generation and any final true-up amounts are expected in the first half of 2027.
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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.
General
The following discussion and analysis provides information we believe is relevant to understand our consolidated financial condition and results of operations. This discussion should be read in conjunction with the consolidated financial statements and notes to the consolidated financial statements contained in this report together with our annual report on Form 10-K for the year ended December 31, 2025.
Cautionary Information Regarding Forward-Looking Statements
Forward-looking statements are made in accordance with safe harbor provisions of the Private Securities Litigation Reform Act of 1995. These statements are based on current expectations that involve a number of risks and uncertainties and do not relate strictly to historical or current facts, but rather to plans and objectives for future operations. These statements may be identified by words such as “anticipate,” “believe,” “continue,” “estimate,” “expect,” “intend,” “outlook,” “plan,” “predict,” “may,” “could,” “should,” “will” and similar expressions, as well as statements regarding future operating or financial performance or guidance, business strategy, environment, key trends and benefits of actual or planned acquisitions.
Factors that could cause actual results to differ from those expressed or implied in the forward-looking statements include, but are not limited to, those discussed in Part I, Item 1A – Risk Factors of our annual report on Form 10-K for the year ended December 31, 2025 or incorporated by reference. Specifically, we may experience fluctuations in future operating results due to a number of economic conditions and other factors, including: the failure to realize the anticipated results from the new products being developed or new technologies being deployed; the failure to realize the anticipated selling, general and administrative expense savings from restructuring; local, regional and national economic conditions and the impact they may have on the company and its customers; disruption caused by health epidemics; conditions in the ethanol and biofuels industry, including a sustained decrease in the level of supply or demand for ethanol and biofuels or a sustained decrease in the price of ethanol or biofuels, distillers grains, Ultra-High Protein, and renewable corn oil; competition in the ethanol industry and other industries in which we operate; commodity market risks, including those that may result from weather conditions, changes in government policies, and global political or economic issues; the financial condition of the company’s customers and counterparties; any non-performance by customers and counterparties of their contractual obligations; changes in safety, health, environmental and other governmental policy and regulation, including changes to tax laws such as the OBBB, tariffs, renewable fuel programs, tax credit programs, and low carbon programs; risks related to acquisition and disposition activities and achieving anticipated results; risks associated with merchant trading; the results of any reviews, investigations or other proceedings by government authorities; the performance of the company; and other factors detailed in reports filed with the SEC.
We believe our expectations regarding future events are based on reasonable assumptions; however, these assumptions may not be accurate or account for all risks and uncertainties. Consequently, forward-looking statements are not guaranteed. Actual results may vary materially from those expressed or implied in our forward-looking statements. In addition, we are not obligated and do not intend to update our forward-looking statements as a result of new information unless it is required by applicable securities laws. We caution investors not to place undue reliance on forward-looking statements, which represent management’s views as of the date of this report or documents incorporated by reference.
Overview
Incorporated in Iowa, Green Plains is a renewable fuels and agricultural technology company focused on producing low-cost, low-CI ethanol and related co-products, including high protein feeds and corn oil from locally sourced corn. Our goal is to create value through an operational excellence focus including disciplined operations, cost leadership and carbon reduction as we position the company to benefit from expanding low-carbon fuel markets.
Founded in 2004, Green Plains now owns nine strategically located plants across the Midwest, capable of processing approximately 287 million bushels of corn annually, when all plants are operating. Our focus remains on operating safely, efficiently and cost-effectively while reducing the CI of our products and maintaining financial flexibility to support long term growth. Our streamlined platform is positioned to create value through our focus on operational excellence, continuous improvement and disciplined capital allocation.
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We group our business activities into the following two operating segments to manage performance:
•Ethanol Production. Our ethanol production segment includes the production, storage and transportation of ethanol, distillers grains, Ultra-High Protein at four plants, and renewable corn oil at nine biorefineries in Illinois, Indiana, Iowa, Minnesota and Nebraska, in addition to CCS facilities at our three Nebraska plants. At capacity, our nine facilities are capable of processing approximately 287 million bushels of corn per year and producing approximately 850 million gallons of ethanol, 2.0 million tons of distillers grains and Ultra-High Protein, and 296 million pounds of renewable corn oil, a low-carbon feedstock for biodiesel and renewable diesel. Our eight facilities currently in operation are capable of processing approximately 246 million bushels of corn and producing 730 million gallons of ethanol, 1.7 million tons of distillers grains and Ultra-High Protein, and 254 million pounds of renewable corn oil.
•Agribusiness and Energy Services. Our agribusiness and energy services segment includes grain procurement, storage and commodity marketing. We market our ethanol through a third party and also sell and distribute our ethanol plant co-products, including distillers grains and corn oil. We also buy and sell natural gas and other commodities in various markets.
Our carbon reduction strategy plays a central role in achieving lower CI biofuel production and participation in various clean fuel programs. Our CCS facilities are operational at our Central City, Wood River, and York facilities in Nebraska. These plants are connected to the Tallgrass Trailblazer CO2 Pipeline, while one of our Iowa and all of our Minnesota locations are committed to CCS through Summit Carbon Solutions, which projects operations commencing in 2028. CCS initiatives are expected to significantly lower CI across our platform. Based on current CI score estimates, all Green Plains facilities in operation are expected to qualify for the Section 45Z production tax credit in 2026, inclusive of five non-CCS facilities.
Our margins are highly dependent on commodity prices, particularly for ethanol, distillers grains, Ultra-High Protein, corn oil, soybean meal, corn, and natural gas. Since market price fluctuations of these commodities are not always correlated, our operations may be unprofitable at times. We use a range of risk management tools and hedging strategies to monitor price risk exposure at our ethanol plants and mitigate commodity volatility. Our profitability could be significantly impacted by price movements of the aforementioned commodities.
Recent Developments
Production Tax Credits
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 Section 45Z production tax credits in 2026. The company has agreements to purchase RECs covering the nine months ended September 30, 2026, to lower CI scores at certain plants. Based on production and CI scores for the three and nine months ended September 30, 2026, the company recorded Section 45Z production tax credits net of discounts totaling $76.7 million and $210.7 million, respectively, reducing cost of goods sold at the eight qualifying plants. Under the current statutory framework, Section 45Z production tax credits are set to expire in 2029. The company would then look to monetize credits available under Section 45Q until 2037.
On October 29, 2026, Green Plains Inc. (“Seller”), entered into a Tax Credit Purchase Agreement with two unaffiliated parties (“Buyers”), pursuant to which Seller agreed to supply production tax credits available under Section 45Z to Buyers from the production of Seller’s ethanol at its operating facilities between January 1, 2026 and December 31, 2026. Under the agreement, Seller has committed to deliver, and Buyers have committed to purchase, a minimum of $250 million of Section 45Z credits, up to a total of $325 million in the aggregate, with an option to purchase an additional $30.0 million, subject to generation and availability and the satisfaction of certain conditions. The confidential purchase price, which includes a market-based discount for such credits, is payable on each confirmation date against delivery of the corresponding credits. Cash proceeds of approximately $140.0 million associated with the first half of 2026 credit generation were received during the fourth quarter and proceeds associated with third and fourth quarter credit generation and any final true-up amounts are expected in the first half of 2027.
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General Counsel and Corporate Secretary Appointment
On November 2, 2026, the Board of Directors of the company appointed Allan Williams to serve as the General Counsel and Corporate Secretary. Mr. Williams succeeds Ryan Loneman who departed the company on August 7, 2026.
Results of Operations
During the third quarter of 2026, our plants in operation maintained an average utilization rate of approximately 95.0% of capacity, resulting in ethanol production of 174.9 mmg, compared with 197.3 mmg, or 92.8% 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.
U.S. Ethanol Supply and Demand
According to the EIA, domestic ethanol production averaged 1.09 million barrels per day during the third quarter of 2026, which was approximately 1.5% higher than the 1.07 million barrels per day for the same quarter last year. Refiner and blender input volume was 920 thousand barrels per day for the third quarter of 2026, compared with 911 thousand barrels per day for the same quarter last year. Gasoline demand for the third quarter of 2026 was consistent with the same quarter last year at 8.9 million barrels per day during the third quarter of 2026. U.S. domestic ethanol ending stocks increased by approximately 1.1 million barrels compared to the prior year, or 4.8%, to 23.9 million barrels as of September 30, 2026.
Global Ethanol Supply and Demand
According to the USDA Foreign Agriculture Service, domestic ethanol exports through August 31, 2026, were approximately 1,618 mmg, up from the 1,445 mmg for the same period of 2025. Year to date, Canada was the largest export destination for U.S. ethanol accounting for approximately 36% of domestic ethanol export volume, driven in part by their national clean fuel standard. The Netherlands, Colombia, the United Kingdom and South Korea accounted for approximately 19%, 6%, 5% and 5%, respectively, of U.S. ethanol exports. We currently estimate that net ethanol exports will range from 2.4 to 2.5 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.
Protein and Vegetable Oil Supply and Demand
Our dried distillers grains and Ultra-High Protein ingredients compete against other ethanol producers domestically and abroad, as well as with soybean meal, canola meal, and other protein feed ingredients. Likewise our distillers corn oil, which is a feedstock for producing biodiesel, renewable diesel and to some extent SAF, competes against other vegetable oils such as soybean oil, canola oil, and to some extent palm oil, as well as against waste oils such as used cooking oils, animal fats and tallow. While global protein demand has continued to grow, so too has the production of vegetable proteins, most notably in U.S. soy crushing 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 third quarter of 2026, soybean crush was approximately 618.4 million bushels, up 35.4 million bushels from the 583.0 million bushels crushed during the third quarter of 2025. Soybean oil stocks for the third quarter of 2026 were 1.1 billion pounds compared with 1.2 billion pounds for the same quarter last year. Soybean meal production was 14.7 million short tons for the third quarter of 2026, up 0.8 million short tons from the 13.9 million short tons from the same period in the prior year.
Legislation and Regulation
We are sensitive to domestic and foreign government programs and policies that affect the supply and demand for ethanol and other fuels, which in turn may impact the volume of ethanol and other products we handle. Over the years, various bills and amendments have been proposed in the House and Senate, which would eliminate the RFS entirely,
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eliminate the corn based ethanol portion of the mandate, lower the price of RINs and make it more difficult to sell fuel blends with higher levels of ethanol. Bills have also been introduced to require or otherwise incentivize higher levels of octane blending, allow for year-round sales of higher blends of ethanol, require car manufacturers to produce vehicles that can operate on higher ethanol blends and provide incentives for reducing the CI of biofuels including ethanol. In addition, the manner in which the EPA administers the RFS and related regulations can have a significant impact on the actual amount of ethanol and other biofuels blended into the domestic fuel supply.
Federal and foreign mandates and state-level clean fuel standards supporting the use of renewable fuels are a significant driver of ethanol demand in the U.S. Ethanol policies are influenced by concerns for the environment, diversifying the fuel supply, supporting U.S. farmers and reducing the country’s dependence on foreign oil. Consumer acceptance of FFVs, availability of higher ethanol blends and increased use of higher ethanol blends in non-FFVs may be necessary before ethanol can achieve further growth in the U.S. light duty surface transportation fleet market share. In addition, expansion of clean fuel standards in other states and countries, or a national LCFS could increase the demand for ethanol, depending on how they are structured. Incentives for automakers to produce FFVs phased out in 2020, and the way in which the EPA implements the Corporate Average Fuel Economy (CAFE) standards has fluctuated between further incentivizing EV production and being more accommodating to liquid fuels, depending on the administration.
The Clean Fuel Production Credit under Section 45Z of the Internal Revenue Code was enacted as part of the IRA and subsequently amended by the OBBB. Section 45Z provides a production tax credit for domestically produced transportation fuel with lifecycle greenhouse gas emissions below a specified threshold for fuel produced after December 31, 2024 and sold before January 1, 2030. The value of the credit is determined based on the fuel’s CI score, subject to prevailing wage and apprenticeship requirements, and may be transferred to third parties.
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. On September 8, 2026, the IRS issued interim guidance under Section 45Z that provides the 2026 emissions rate table, addresses certain statutory changes made by the OBBB, and provides guidance for incorporating qualifying regenerative agricultural practices into emissions rate calculations. In connection with this guidance, the Department of Energy subsequently released an updated 45ZCF-GREET model incorporating the 45Z-specific Feedstock Carbon Intensity Calculator, which allows certain qualifying regenerative agricultural practices to be reflected in the carbon intensity of agricultural feedstocks. The final form of these regulations 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 (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. On August 31, 2026, the EPA issued decisions on 34 SRE petitions for the 2025 compliance year, granting full exemptions to 18 petitions and partial exemptions to 11 petitions, while denying three petitions and
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determining two petitions to be ineligible. The exemptions represented approximately 1.76 billion RINs. On October 13, 2026, the EPA proposed to revise the 2026 and 2027 SRE reallocation volumes to account for these additional 2025 SREs. Under the proposal, the EPA would reallocate 100% of the difference between projected and actual exempted volumes for 2025, either equally between the 2026 and 2027 RVOs or entirely to the 2027 RVO.
There are multiple on-going legal challenges to how the EPA has handled SREs and RFS rulemakings. 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 these lawsuits were an expected 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 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. On September 16, 2026, the Senate Committee on Agriculture, Nutrition and Forestry advanced the Agricultural Act of 2026, commonly known as the farm bill, which includes provisions to permanently authorize nationwide year-round sales of E15. The legislation was subsequently reported to the Senate and remains pending consideration by the full Senate. 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.
A string of 2024 U.S. Supreme Court decisions, namely Loper Bright Enterprises v. Raimondo, SEC v. Jarkesy and Corner Post, Inc. v. Board of Governors of the Federal Reserve, have redefined the power of federal agencies, as well as overturned the important principle of administrative law called "Chevron deference," based on a landmark case, Chevron U.S.A., Inc. v. Natural Resources Defense Council, Inc. The Chevron deference was a doctrine of judicial deference to administrative interpretations. The general shift in power from agencies to the judicial system resulting from these decisions could impact various regulatory rules affecting our business in ways that could affect our business, prospects and operations, and our financial performance positively or negatively.
During 2025 and 2026, the United States implemented a series of tariff actions affecting imports from numerous trading partners, and the Office of the U.S. Trade Representative ("USTR") initiated a Section 301 investigation into certain Brazilian trade practices, including ethanol market access. In July 2026, USTR announced the imposition of additional tariffs on most imports from Brazil, citing, among other factors, Brazil's treatment of U.S. ethanol imports. These actions may affect global ethanol trade flows and the relative competitiveness of imported and exported ethanol. In addition, the United States-Mexico-Canada Agreement ("USMCA"), which governs a significant portion of North American trade, entered its scheduled six-year review process in 2026. On July 1, 2026, the United States declined to agree to a 16-year extension of USMCA in its current form, triggering annual joint reviews of the agreement through 2036, although the agreement remains in effect. These developments, including the potential renegotiation of certain USMCA provisions and changes in trade relations with Canada, a significant export market for U.S. ethanol, may affect global ethanol trade flows and the relative competitiveness of imported and exported ethanol. The company continues to monitor developments related to U.S. trade policy, tariffs, USMCA negotiations and potential retaliatory measures that could impact domestic and international markets for ethanol and related agricultural products.
Environmental and Other Regulation
Our operations are subject to environmental regulations, including those that govern the handling and release of ethanol, crude oil and other liquid hydrocarbon materials. Compliance with existing and anticipated environmental laws
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and regulations may increase our overall cost of doing business, including capital costs to construct, maintain, operate and upgrade equipment and facilities. Our business may also be impacted by domestic and foreign government policies, such as incentives, tariffs, duties, subsidies, import and export restrictions and outright embargos.
Comparability
There are various events that could affect comparability of our operating results, including fluctuations in our production rates in 2026 compared to 2025, primarily driven by the disposition of our Obion, Tennessee plant in September of 2025, the ceasing of a third-party ethanol marketing agreement effective April 1, 2025, the recognition of Section 45Z production tax credits in 2026, which were not recorded until the third quarter of 2025, and restructuring costs recorded in 2025.
Segment Results
We report the financial and operating performance for the following two operating segments: (1) ethanol production, which includes the production, storage, and transportation of ethanol, distillers grains, Ultra-High Protein at four plants, and renewable corn oil, in addition to CCS operations at our three Nebraska plants, and (2) agribusiness and energy services, which includes grain handling and storage, commodity marketing and merchant trading for company-produced and third-party ethanol, distillers grains, renewable corn oil, natural gas and other commodities.
Corporate activities include selling, general and administrative expenses, consisting primarily of compensation, professional fees and overhead costs not directly related to a specific operating segment.
During the normal course of business, our operating segments do business with each other. For example, our agribusiness and energy services segment procures grain and natural gas and sells products, including ethanol, distillers grains, Ultra-High Protein, and renewable corn oil of our ethanol production segment. These intersegment activities are treated like third-party transactions with origination, marketing and storage fees charged at estimated market values. Consequently, these transactions affect segment performance; however, they do not impact our consolidated results since the revenues and corresponding costs are eliminated.
When we evaluate segment performance, we review the following segment information as well as earnings before interest expense, income taxes, depreciation and amortization, or EBITDA, and adjusted EBITDA.
The selected operating segment financial information is as follows (in thousands):
| Three Months Ended September 30, | % Variance | Nine Months Ended September 30, | % Variance | ||||||||||||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||||||||||||||
| Revenues | |||||||||||||||||||||||||||||||||||
| Ethanol production | |||||||||||||||||||||||||||||||||||
| Revenues from external customers | $ | 454,443 | $ | 473,565 | (4.0)% | $ | 1,258,570 | $ | 1,497,977 | (16.0)% | |||||||||||||||||||||||||
| Intersegment revenues | — | 347 | * | — | 860 | * | |||||||||||||||||||||||||||||
| Total segment revenues | 454,443 | 473,912 | (4.1) | 1,258,570 | 1,498,837 | (16.0) | |||||||||||||||||||||||||||||
| Agribusiness and energy services | |||||||||||||||||||||||||||||||||||
| Revenues from external customers | 41,547 | 34,922 | 19.0 | 129,448 | 164,854 | (21.5) | |||||||||||||||||||||||||||||
| Intersegment revenues | 5,160 | 5,867 | (12.1) | 15,410 | 17,295 | (10.9) | |||||||||||||||||||||||||||||
| Total segment revenues | 46,707 | 40,789 | 14.5 | 144,858 | 182,149 | (20.5) | |||||||||||||||||||||||||||||
| Revenues including intersegment activity | 501,150 | 514,701 | (2.6) | 1,403,428 | 1,680,986 | (16.5) | |||||||||||||||||||||||||||||
| Intersegment eliminations | (5,160) | (6,214) | (17.0) | (15,410) | (18,155) | (15.1) | |||||||||||||||||||||||||||||
| $ | 495,990 | $ | 508,487 | (2.5)% | $ | 1,388,018 | $ | 1,662,831 | (16.5)% | ||||||||||||||||||||||||||
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| Three Months Ended September 30, | % Variance | Nine Months Ended September 30, | % Variance | ||||||||||||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||||||||||||||
| Cost of goods sold | |||||||||||||||||||||||||||||||||||
Ethanol production (1) | $ | 320,536 | $ | 404,846 | (20.8)% | $ | 948,706 | $ | 1,401,973 | (32.3)% | |||||||||||||||||||||||||
| Agribusiness and energy services | 37,806 | 31,168 | 21.3 | 110,938 | 155,717 | (28.8) | |||||||||||||||||||||||||||||
| Intersegment eliminations | (5,160) | (6,214) | (17.0) | (15,410) | (18,155) | (15.1) | |||||||||||||||||||||||||||||
| $ | 353,182 | $ | 429,800 | (17.8)% | $ | 1,044,234 | $ | 1,539,535 | (32.2)% | ||||||||||||||||||||||||||
| Three Months Ended September 30, | % Variance | Nine Months Ended September 30, | % Variance | ||||||||||||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||||||||||||||
| Gross margin | |||||||||||||||||||||||||||||||||||
Ethanol production (1) (2) | $ | 133,907 | $ | 69,066 | 93.9% | $ | 309,864 | $ | 96,864 | 219.9% | |||||||||||||||||||||||||
| Agribusiness and energy services | 8,901 | 9,621 | (7.5) | 33,920 | 26,432 | 28.3 | |||||||||||||||||||||||||||||
| $ | 142,808 | $ | 78,687 | 81.5% | $ | 343,784 | $ | 123,296 | 178.8% | ||||||||||||||||||||||||||
| Three Months Ended September 30, | % Variance | Nine Months Ended September 30, | % Variance | ||||||||||||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||||||||||||||
| Depreciation and amortization | |||||||||||||||||||||||||||||||||||
| Ethanol production | $ | 22,779 | $ | 23,868 | (4.6)% | $ | 68,670 | $ | 67,821 | 1.3% | |||||||||||||||||||||||||
Agribusiness and energy services (3) | 32 | 252 | (87.3) | 94 | 4,710 | (98.0) | |||||||||||||||||||||||||||||
| Corporate activities | 763 | 848 | (10.0) | 1,896 | 2,384 | (20.5) | |||||||||||||||||||||||||||||
| $ | 23,574 | $ | 24,968 | (5.6)% | $ | 70,660 | $ | 74,915 | (5.7)% | ||||||||||||||||||||||||||
| Three Months Ended September 30, | % Variance | Nine Months Ended September 30, | % Variance | ||||||||||||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||||||||||||||
| Operating income (loss) | |||||||||||||||||||||||||||||||||||
Ethanol production (2) (4) (5) | $ | 99,027 | $ | 30,895 | 220.5% | $ | 209,426 | $ | (20,873) | * | |||||||||||||||||||||||||
Agribusiness and energy services (3) | 5,968 | 6,942 | (14.0) | 26,499 | 10,224 | 159.2 | |||||||||||||||||||||||||||||
Corporate activities (6) (7) | (12,402) | 22,553 | * | (30,686) | (19,584) | 56.7 | |||||||||||||||||||||||||||||
| $ | 92,593 | $ | 60,390 | 53.3% | $ | 205,239 | $ | (30,233) | * | ||||||||||||||||||||||||||
(1)Ethanol production includes $67.2 million and $183.7 million of Section 45Z production tax credits net of discounts and other costs for the three and nine months ended September 30, 2026, respectively, and $25.0 million of Section 45Z production tax credits net of discounts and other costs for the three and nine months ended September 30, 2025, recorded as a reduction of cost of goods sold.
(2)Ethanol production includes margins from a one-time sale of accumulated RINs of $22.6 million for the nine months ended September 30, 2025.
(3)Depreciation and amortization for agribusiness and energy services includes impairment of property and equipment of $3.1 million for the nine months ended September 30, 2025.
(4)Ethanol production includes $65.4 million and $179.3 million of Section 45Z production tax credits recorded net of discounts, other costs and selling, general and administrative expenses for the three and nine months ended September 30, 2026, respectively, and $25.0 million of Section 45Z production tax credits recorded net of discounts, other costs and selling, general and administrative expenses for the three and nine months ended September 30, 2025.
(5)Ethanol production includes impairment of assets held for sale of $10.7 million for the nine months ended September 30, 2025.
(6)Corporate activities includes $1.5 million and $13.5 million of restructuring costs for the three and nine months ended September 30, 2025, respectively, as a result of the company's cost reduction initiative, including severance related to the departure of its former CEO.
(7)Corporate activities include a pretax gain on sale of assets, net of $36.0 million and $32.0 million for the three and nine months ended September 30, 2025, respectively.
We use EBITDA, adjusted EBITDA, and segment EBITDA as measures of profitability to compare the financial performance of our reportable segments and manage those segments. EBITDA is defined as earnings before interest expense, income taxes, depreciation and amortization excluding the amortization of right-of-use assets and debt issuance costs. Adjusted EBITDA includes adjustments related to restructuring costs, gain 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
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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):
| Three Months Ended September 30, | % Variance | Nine Months Ended September 30, | % Variance | ||||||||||||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||||||||||||||
| Net income (loss) | $ | 85,572 | $ | 10,974 | * | $ | 186,243 | $ | (133,894) | * | |||||||||||||||||||||||||
| Interest expense | 8,090 | 47,763 | (83.1) | 27,705 | 70,575 | (60.7) | |||||||||||||||||||||||||||||
| Income tax expense (benefit), net of equity method income taxes | 700 | 890 | (21.3) | (1,869) | 2,610 | * | |||||||||||||||||||||||||||||
Depreciation and amortization (1) | 23,574 | 24,968 | (5.6) | 70,660 | 74,915 | (5.7) | |||||||||||||||||||||||||||||
| EBITDA | 117,936 | 84,595 | 39.4 | 282,739 | 14,206 | * | |||||||||||||||||||||||||||||
| Restructuring costs | — | 2,709 | * | — | 21,815 | * | |||||||||||||||||||||||||||||
| Gain on sale of assets, net | — | (36,006) | * | — | (31,962) | * | |||||||||||||||||||||||||||||
| Impairment of assets held for sale | — | — | — | — | 10,724 | * | |||||||||||||||||||||||||||||
Other expense (2) | — | 2,025 | * | — | 2,025 | * | |||||||||||||||||||||||||||||
| (Gain) loss on sale of equity method investment | — | (800) | * | — | 26,187 | * | |||||||||||||||||||||||||||||
| Proportional share of EBITDA adjustments to equity method investees | 45 | 45 | — | 135 | 1,873 | (92.8) | |||||||||||||||||||||||||||||
| Adjusted EBITDA | $ | 117,981 | $ | 52,568 | 124.4% | $ | 282,874 | $ | 44,868 | * | |||||||||||||||||||||||||
(1)Excludes amortization of operating lease right-of-use assets and amortization of debt issuance costs.
(2)Other expense includes non-cash expense related to the revaluation of liability-based warrants recorded within other, net on the consolidated statements of operations for the three and nine months ended September 30, 2025.
The following table reconciles segment EBITDA to consolidated adjusted EBITDA (in thousands):
| Three Months Ended September 30, | % Variance | Nine Months Ended September 30, | % Variance | ||||||||||||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||||||||||||||
| Adjusted EBITDA | |||||||||||||||||||||||||||||||||||
Ethanol production (1) (2) (3) | $ | 122,268 | $ | 55,185 | 121.6% | $ | 279,778 | $ | 44,761 | * | |||||||||||||||||||||||||
| Agribusiness and energy services | 6,304 | 6,665 | (5.4) | 27,239 | 14,849 | 83.4 | |||||||||||||||||||||||||||||
Corporate activities (4) (5) | (10,636) | 22,745 | * | (24,278) | (45,404) | (46.5) | |||||||||||||||||||||||||||||
| EBITDA | 117,936 | 84,595 | 39.4 | 282,739 | 14,206 | * | |||||||||||||||||||||||||||||
| Restructuring costs | — | 2,709 | * | — | 21,815 | * | |||||||||||||||||||||||||||||
| Gain on sale of assets, net | — | (36,006) | * | — | (31,962) | * | |||||||||||||||||||||||||||||
| Impairment of assets held for sale | — | — | — | — | 10,724 | * | |||||||||||||||||||||||||||||
Other expense (6) | — | 2,025 | * | — | 2,025 | * | |||||||||||||||||||||||||||||
| (Gain) loss on sale of equity method investment | — | (800) | * | — | 26,187 | * | |||||||||||||||||||||||||||||
| Proportional share of EBITDA adjustments to equity method investees | 45 | 45 | — | 135 | 1,873 | (92.8) | |||||||||||||||||||||||||||||
| $ | 117,981 | $ | 52,568 | 124.4% | $ | 282,874 | $ | 44,868 | * | ||||||||||||||||||||||||||
(1)Ethanol production includes $67.2 million and $183.7 million of Section 45Z production tax credits net of discounts and other costs for the three and nine months ended September 30, 2026, respectively, and $25.0 million of Section 45Z production tax credits net of discounts and other costs for the three and nine months ended September 30, 2025, recorded as a reduction of cost of goods sold.
(2)Ethanol production includes margins from a one-time sale of accumulated RINs of $22.6 million for the nine months ended September 30, 2025.
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(3)Ethanol production includes impairment of assets held for sale of $10.7 million for the nine months ended September 30, 2025.
(4)Corporate activities include a pretax gain on sale of assets, net of $36.0 million and $32.0 million for the three and nine months ended September 30, 2025, respectively.
(5)Corporate activities includes $1.5 million and $13.5 million of restructuring costs for the three and nine months ended September 30, 2025, respectively, as a result of the company's cost reduction initiative, including severance related to the departure of its former CEO.
(6)Other expense includes non-cash expense related to the revaluation of liability-based warrants recorded within other, net on the consolidated statements of operations for the three and nine months ended September 30, 2025.
* Percentage variance not considered meaningful.
Three Months Ended September 30, 2026 Compared with the Three Months Ended September 30, 2025
Consolidated Results
Consolidated revenues decreased $12.5 million for the three months ended September 30, 2026 compared with the same period in 2025, primarily due to lower revenues within our ethanol production segment primarily as a result of lower volumes sold driven by the disposition of our Obion, Tennessee plant, partially offset by higher volumes sold and weighted average selling prices on ethanol and renewable corn oil.
Net income increased $74.6 million and adjusted EBITDA increased $65.4 million for the three months ended September 30, 2026 compared with the same period last year primarily due to an increase of $42.3 million in Section 45Z production tax credits recorded net of discounts, other costs and selling, general and administrative expenses, higher margins in our ethanol production segment and $2.7 million lower selling, general and administrative expenses during the three months ended September 30, 2026. Interest expense decreased $39.7 million for the three months ended September 30, 2026 compared with the same period in 2025 primarily due to prior year loan fees related to the refinancing and extinguishment of the junior mezzanine notes, partially offset by higher debt balances associated with carbon sequestration equipment, partially offset by higher debt balances associated with carbon sequestration equipment. Income tax expense was $0.7 million for the three months ended September 30, 2026, compared with income tax expense of $0.9 million for the same period in 2025.
The following discussion provides greater detail about our third quarter segment performance.
Ethanol Production Segment
Key operating data for our ethanol production segment is as follows (in thousands):
| Three Months Ended September 30, | |||||||||||||||||
| 2026 | 2025 | % Variance | |||||||||||||||
| Ethanol (gallons) | 174,881 | 197,264 | (11.3)% | ||||||||||||||
| Distillers grains (equivalent dried tons) | 357 | 417 | (14.4) | ||||||||||||||
| Ultra-High Protein (tons) | 49 | 71 | (31.0) | ||||||||||||||
| Renewable corn oil (pounds) | 64,174 | 72,345 | (11.3) | ||||||||||||||
| Corn consumed (bushels) | 58,619 | 66,601 | (12.0) | ||||||||||||||
Revenues in our ethanol production segment decreased $19.5 million for the three months ended September 30, 2026 compared with the same period in 2025, primarily due to the disposition of our Obion, Tennessee plant resulting in decreased revenues of $70.0 million and lower weighted average selling prices on distillers grains resulting in decreased revenues of $6.8 million, partially offset by higher ethanol, renewable corn oil, and distillers grains volumes sold across our operational plants resulting in increased revenues of $10.2 million, $3.7 million and $1.5 million, respectively, increased revenues as a result of hedging activities of $6.9 million, higher ethanol and renewable corn oil weighted average selling prices resulting in increased revenues of $6.5 million and $8.7 million, respectively and higher project revenues of $21.0 million.
Cost of goods sold in our ethanol production segment decreased $84.3 million for the three months ended September 30, 2026 compared with the same period last year primarily due to the disposition of our Obion, Tennessee plant resulting in decreased costs of $62.1 million, an increase of $42.3 million in Section 45Z production tax credits net of discounts and other costs, lower ethanol volumes purchased of $22.8 million and a decrease in hedging activities of $15.9
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million. These decreases were offset by increased weighted average corn prices, increased project costs and higher corn volumes purchased resulting in increased costs of $32.1 million, $19.3 million and $6.9 million, respectively.
Operating income in our ethanol production segment increased $68.1 million for the three months ended September 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 $22.8 million for the three months ended September 30, 2026, compared with $23.9 million for the same period last year.
Agribusiness and Energy Services Segment
Revenues in our agribusiness and energy services segment increased $5.9 million while operating income decreased $1.0 million for the three months ended September 30, 2026, compared with the same period in 2025. The increase in revenues was primarily due to increased ethanol trading revenues. The decrease in operating income was primarily due to lower natural gas trading margins.
Intersegment Eliminations
Intersegment eliminations of revenues decreased by $1.1 million for the three months ended September 30, 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.
Corporate Activities
Operating income was impacted by a decrease in corporate activities of $35.0 million for the three months ended September 30, 2026 compared with 2025 primarily due to the gain on disposition of our Obion, Tennessee plant, as well as a decrease in selling, general and administrative expenses as a result of the company's corporate reorganization and cost reduction initiatives in the prior period.
Nine Months Ended September 30, 2026 Compared with the Nine Months Ended September 30, 2025
Consolidated Results
Consolidated revenues decreased $274.8 million for the nine months ended September 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, 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.
Net income increased $320.1 million and adjusted EBITDA increased $238.0 million for the nine months ended September 30, 2026 compared with the same period last year primarily due to an increase of $158.8 million in Section 45Z production tax credits recorded net of discounts, other costs and selling, general and administrative expenses, higher margins in our ethanol production and agribusiness and energy services segments and $32.0 million of lower selling, general and administrative expenses primarily as a result of restructuring costs of $21.8 million incurred during the nine months ended September 30, 2025. Interest expense decreased $42.9 million for the nine months ended September 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, partially offset by higher debt balances associated with carbon sequestration equipment. Income tax benefit was $1.9 million for the nine months ended September 30, 2026, compared with income tax expense of $3.3 million for the same period in 2025 primarily due to changes in the valuation allowance on deferred tax assets, the impact of tax-exempt income from Section 45Z production tax credits and a decrease in tax expense related to other permanent differences, partially offset by an increase in pre-tax book income. In addition, the company recorded tax expense related to the IRS audit settlement in 2025.
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The following discussion provides greater detail about our year-to-date segment performance.
Ethanol Production Segment
Key operating data for our ethanol production segment is as follows (in thousands):
| Nine Months Ended September 30, | |||||||||||||||||
| 2026 | 2025 | % Variance | |||||||||||||||
| Ethanol (gallons) | 509,777 | 586,163 | (13.0)% | ||||||||||||||
| Distillers grains (equivalent dried tons) | 1,042 | 1,247 | (16.4) | ||||||||||||||
| Ultra-High Protein (tons) | 152 | 205 | (25.9) | ||||||||||||||
| Renewable corn oil (pounds) | 180,982 | 201,839 | (10.3) | ||||||||||||||
| Corn consumed (bushels) | 171,979 | 198,177 | (13.2) | ||||||||||||||
Revenues in our ethanol production segment decreased $240.3 million for the nine months ended September 30, 2026 compared with the same period in 2025, primarily due to the disposition of our Obion, Tennessee plant resulting in decreased revenues of $197.4 million, decreased ethanol revenues of $47.8 million driven by lower freight revenue and $33.7 million driven by timing of ethanol revenue recognition during the nine months ended September 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 nine months ended September 30, 2025, decreased revenues as a result of hedging activities of $20.5 million, lower distillers grains weighted average selling prices of $6.1 million and lower distillers grains volumes sold resulting in decreased revenues $1.1 million. These decreases were partially offset by higher project revenues of $38.2 million, higher renewable corn oil and ethanol weighted average selling prices resulting in increased revenues of $24.4 million and $5.9 million, respectively, and higher ethanol and corn oil volumes sold resulting in increased revenues of $9.5 million and $3.8 million, respectively.
Cost of goods sold in our ethanol production segment decreased $453.3 million for the nine months ended September 30, 2026 compared with the same period last year primarily due to the disposition of our Obion, Tennessee plant resulting in decreased costs of $188.0 million, an increase of $158.8 million of Section 45Z production tax credits net of discounts and other costs, as well as lower ethanol volumes purchased, lower freight costs, hedging activities and lower weighted average corn prices resulting in decreased costs of $67.1 million, $53.1 million, $25.0 million and $4.7 million, respectively. These decreases were partially offset by higher project costs of $36.4 million and higher corn volumes purchased of $8.3 million for the nine months ended September 30, 2026.
Operating income in our ethanol production segment increased $230.3 million for the nine months ended September 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 $68.7 million for the nine months ended September 30, 2026, compared with $67.8 million for the same period last year, with the increase driven by carbon sequestration equipment placed in service during the fourth quarter of 2025.
Agribusiness and Energy Services Segment
Revenues in our agribusiness and energy services segment decreased $37.3 million while operating income increased $16.3 million for the nine months ended September 30, 2026, compared with the same period in 2025. The decrease in revenues was primarily due to the company ceasing a third-party marketing agreement with Tharaldson Ethanol Plant I LLC effective April 1, 2025, partially offset by higher natural gas revenues. The increase in operating income was primarily due to higher natural gas trading margins.
Intersegment Eliminations
Intersegment eliminations of revenues decreased by $2.7 million for the nine months ended September 30, 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.
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Corporate Activities
Operating loss was impacted by an increase in corporate activities of $11.1 million for the nine months ended September 30, 2026 compared with 2025 primarily due to the gain on disposition of our Obion, Tennessee plant in the prior period, partially offset by non-recurring increased personnel costs as a result of restructuring in the prior period and a decrease in selling, general and administrative expenses as a result of the company's corporate reorganization and cost reduction initiative for the nine months ended September 30, 2026.
Liquidity and Capital Resources
Our principal sources of liquidity include cash generated from operating activities and bank credit facilities. We fund our operating expenses and service debt primarily with operating cash flows. Capital resources for maintenance and growth expenditures are funded by a variety of sources, including cash generated from operating activities, borrowings under credit facilities, or issuance of public or private debt or equity securities. Our ability to access capital markets for debt under reasonable terms depends on our financial condition, credit ratings and market conditions. We believe that our ability to obtain financing at reasonable rates based on these factors remains sufficient and provides a solid foundation to meet our future liquidity and capital resource requirements.
On September 30, 2026, we had $160.0 million in cash and cash equivalents and $65.1 million in restricted cash. We also had $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 $226.6 million as of September 30, 2026. Funds at certain subsidiaries are generally required for their ongoing operational needs and restricted from distribution. At September 30, 2026, our subsidiaries had approximately $59.7 million of net assets that were not available to use in the form of dividends, loans or advances due to restrictions contained in their credit facilities.
Net cash provided by operating activities was $47.4 million for the nine months ended September 30, 2026, compared with net cash provided by operating activities of $43.5 million for the same period in 2025. Net cash provided by operating activities compared to the prior year increased primarily due to higher net income, the prior year losses on extinguishment of debt and from equity method investees, net of income taxes and changes in deferred income taxes and stock-based compensation partially offset by working capital changes related to production tax credits, inventories and accounts payable. Net cash used in investing activities was $27.0 million for the nine months ended September 30, 2026, compared with net cash provided by investing activities of $171.0 million for the same period in 2025. Investing activities were primarily affected by the proceeds from sale of assets in the prior period. Net cash used in financing activities was $25.4 million for the nine months ended September 30, 2026, compared with net cash used in financing activities of $212.3 million for the same period in 2025, primarily due to higher net payments on short-term borrowings in 2025 offset by proceeds from a product financing arrangement in 2025.
Additionally, Green Plains Finance Company, Green Plains Trade, Green Plains Grain and Green Plains Commodity Management use revolving credit facilities to finance working capital requirements. We frequently draw from and repay these facilities, which results in significant cash movements reflected on a gross basis within financing activities as proceeds from and payments on short-term borrowings.
We incurred net capital expenditures of approximately $29.0 million during the nine months ended September 30, 2026, primarily for various capital projects. The current projected estimate for capital spending related to maintenance, environmental, health and safety is approximately $5 million to $10 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 efficiency projects during the remainder of 2026 of $10 million to $15 million, primarily for the addition of a grain storage building at our Wood River facility.
The company financed the CCS projects at its three Nebraska plants. The payments have commenced and the company is estimating annualized payments to total $17.1 million in 2026.
The company generated $65.4 million and $179.3 million of EBITDA resulting from Section 45Z production tax credits net of discounts and other costs during the three and nine months ended September 30, 2026, respectively. Estimated based on the current production outlook, eligible gallons, and sales of the production tax credits, the company expects to generate between $230 million and $250 million of EBITDA from the generation of Section 45Z production tax credits for the year ended December 31, 2026 and at least $250 million of EBITDA from the generation of Section 45Z production tax credits for the year ended December 31, 2027. This is subject to change based on actual production volumes and CI factors at eligible plants.
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Our business is sensitive to the price of commodities, particularly for corn, ethanol, distillers grains, Ultra-High Protein, renewable corn oil and natural gas. We use derivative financial instruments to reduce the market risk associated with fluctuations in commodity prices. Sudden changes in commodity prices may require cash deposits with brokers for margin calls or significant liquidity with little advanced notice to meet margin calls, depending on our open derivative positions. We continuously monitor our exposure to margin calls and believe we will continue to maintain adequate liquidity to cover margin calls from our operating results and borrowings.
In August 2014 and October 2019, our Board authorized a share repurchase program of up to $200.0 million of our common stock. Under the program, we may repurchase shares in open market transactions, privately negotiated transactions, accelerated share buyback programs, tender offers or by other means. The timing and amount of repurchase transactions are determined by our management based on market conditions, share price, legal requirements and other factors. The program may be suspended, modified or discontinued at any time without prior notice. Since inception of the repurchase program, we have repurchased 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 third quarter of 2026.
We believe we have sufficient working capital for our existing operations. A continued sustained period of unprofitable operations, however, may strain our liquidity. We may sell additional assets or equity or borrow capital to improve or preserve our liquidity.
Debt
We were in compliance with our debt covenants at September 30, 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.
Corporate Activities
In March 2021, we issued $230.0 million of unsecured 2.25% convertible senior notes due in 2027 (the "2027 Notes"). The 2027 Notes bear interest at a rate of 2.25% per year, payable on March 15 and September 15 of each year. The initial conversion rate is 31.6206 shares of our common stock per $1,000 principal amount of 2027 Notes (equivalent to an initial conversion price of approximately $31.62 per share of our common stock), representing an approximately 37.5% premium over the offering price of our common stock. 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 September 30, 2026, the outstanding principal balances on the remaining 2027 Notes and the 2030 Notes were $60.0 million and $200.0 million, respectively.
Ethanol Production Segment
Green Plains Shenandoah, a wholly-owned subsidiary, has a $75.0 million secured loan agreement, which matures on September 1, 2035. At September 30, 2026, the outstanding principal balance was $69.0 million on the loan and the interest rate was 5.02%.
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On and after July 24, 2023, Green Plains Central City Capture Company LLC, Green Plains Wood River Capture Company LLC, and Green Plains York Capture Company LLC, (collectively, the "capture companies") which are all wholly-owned subsidiaries of the company, entered into a series of agreements with Tallgrass High Plains Carbon Storage, LLC ("Tallgrass") and its affiliates to finance, construct and operate carbon capture, transportation and sequestration assets associated with the company’s Central City, Wood River, and York ethanol facilities in Nebraska. Under the agreements, the capture companies are obligated to repay Tallgrass all costs associated with the construction of the carbon capture and compression facilities over a 144-month delivery period. The payment structure is designed to provide Tallgrass with a 9% pretax, unlevered IRR on its investment. All projects met criteria for substantial completion and are classified as debt, except for an estimated $13.3 million of spend that Tallgrass has yet to apply to our debt balances owed, which is presented as carbon equipment liabilities. The amounts remaining within carbon equipment liabilities are expected to be reclassified and presented as debt within the next twelve months. The total estimated value of this debt recorded on the balance sheet is $123.7 million. Repayments commenced in January 2026. This debt is secured by substantially all real and personal property interests associated with the capture companies. Green Plains Inc. further supports the obligation through a guaranty, under which it unconditionally guarantees the capture companies' performance and payment obligations. The capture companies may pre-repay the obligation early by providing Tallgrass at least ninety (90) days’ prior written notice and remitting the prepayment, which represents the amount required for Tallgrass to achieve its contracted 9% pretax, unlevered IRR on its investments.
We also have small equipment financing loans, finance leases on equipment or facilities, and other forms of debt financing.
Agribusiness and Energy Services Segment
Green Plains Finance Company, Green Plains Grain and Green Plains Trade had total senior secured revolving commitments of $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 September 30, 2026, the outstanding principal balance was $10.0 million on the facility and the interest rate was 6.29%.
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 September 30, 2026, the outstanding principal balance was $12.7 million on the facility and the interest rate was 5.39%.
Green Plains Grain has a short-term inventory financing agreement with a financial institution. The company has accounted for the agreement as short-term notes, rather than revenues, and has elected the fair value option to offset fluctuations in market prices of the inventory. This agreement is subject to negotiated variable interest rates. The company had no outstanding short-term notes payable related to the inventory financing agreement as of September 30, 2026.
Refer to Note 8 - Debt in the notes to the consolidated financial statements included herein for more information about our debt.
Effects of Inflation
We have experienced inflationary impacts on labor costs, wages, components, equipment, other inputs and services across our business, many of which are beyond our control, and inflation and its impact could escalate in future quarters. Moreover, we have fixed price arrangements with our customers and are not able to pass those costs along in most instances. As such, inflationary pressures could have a material adverse effect on our performance and financial statements.
Contractual Obligations and Commitments
In addition to debt, our material future obligations include certain lease agreements and contractual and purchase commitments related to commodities, storage and transportation. Aggregate minimum lease payments under the operating lease agreements for future fiscal years as of September 30, 2026 totaled $69.9 million. As of September 30, 2026, we had contracted future purchases of grain, distillers grains and natural gas valued at approximately $229.9 million, future commitments for storage and transportation valued at approximately $30.5 million, and accumulated commitments related
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to the construction of carbon capture and sequestration equipment at our three Nebraska plants of $13.3 million. Refer to Note 13 – Commitments and Contingencies included in the notes to consolidated financial statements for more information.
Critical Accounting Policies and Estimates
Critical accounting policies, including those relating to derivative financial instruments and accounting for income taxes, are impacted significantly by judgments, assumptions and estimates used in the preparation of the consolidated financial statements. Information about our critical accounting policies and estimates are included in our annual report on Form 10-K for the year ended December 31, 2025.
Accounting for Section 45Z Production Tax Credits
During the first quarter of 2026, the company elected to early adopt ASU 2025-10, Accounting for Government Grants Received by Business Entities. Concurrently, the company elected to change its accounting policy related to the recognition of Section 45Z production tax credits. Under this new policy, the recognition of the production tax credits occurs when the ethanol is produced, which is when compliance with the Section 45Z production tax credit conditions is deemed probable. We recognize the Section 45Z production tax credits at fair value, which is determined by the expected transfer price of the credits. The production tax credits are recognized as current assets in the consolidated balance sheets and as a reduction of cost of goods sold in the consolidated statements of operations.
Off-Balance Sheet Arrangements
We do not have any off-balance sheet arrangements.
Item 3. Quantitative and Qualitative Disclosures About Market Risk.
We use various financial instruments to manage and reduce our exposure to various market risks, including changes in commodity prices and interest rates. We conduct the majority of our business in U.S. dollars and are not currently exposed to material foreign currency risk.
Interest Rate Risk
We are exposed to interest rate risk through our loans which bear interest at variable rates. Interest rates on our variable-rate debt are based on the market rate for the lender’s prime rate or SOFR. At September 30, 2026, we had $477.7 million in debt, $22.7 million of which had variable interest rates. A 10% increase in interest rates would affect our interest cost by approximately $0.1 million per year.
For additional information related to our debt, see Note 8 – Debt included herein as part of the notes to the consolidated financial statements and Note 11 – Debt included as part of the notes to the consolidated financial statements included in our annual report on Form 10-K for the year ended December 31, 2025.
Commodity Price Risk
Our business is highly sensitive to commodity price risk, particularly for ethanol, corn, distillers grains (including Ultra-High Protein), renewable corn oil and natural gas. Ethanol prices are sensitive to world crude oil supply and demand, the price of crude oil, gasoline, corn, the price of substitute fuels, refining capacity and utilization, government regulation and consumer demand for alternative fuels. Corn prices are affected by weather conditions, yield, changes in domestic and global supply and demand, and government programs and policies. Distillers grains and Ultra-High Protein prices are impacted by livestock numbers on feed, prices for feed alternatives and supply, which is associated with ethanol plant production. Renewable corn oil prices are impacted by prices for renewable diesel fuel, diesel fuel and competing feedstocks. Natural gas prices are influenced by severe weather in the summer and winter and hurricanes in the spring, summer and fall. Other factors include North American energy exploration and production, and the amount of natural gas in underground storage during injection and withdrawal seasons.
To reduce the risk associated with fluctuations in the price of ethanol, corn, distillers grains, Ultra-High Protein, renewable corn oil and natural gas, at times we use forward fixed-price physical contracts and derivative financial instruments, such as futures and options executed on the Chicago Board of Trade, the New York Mercantile Exchange and the Chicago Mercantile Exchange. We focus on locking in favorable operating margins, when available, using a model that continually monitors market prices for corn, natural gas and other inputs relative to the price for ethanol and distillers grains at each of our production facilities. We create offsetting positions using a combination of forward fixed-price
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purchases, sales contracts and derivative financial instruments. As a result, we frequently have gains on derivative financial instruments that are offset by losses on forward fixed-price physical contracts or inventories and vice versa. Our results are impacted by a mismatch of gains or losses associated with the derivative instrument during a reporting period when the physical commodity purchases or sale has not yet occurred. During the three and nine months ended September 30, 2026, revenues included net losses of $6.8 million and $25.4 million, respectively, and cost of goods sold included net gains of $5.5 million and $3.7 million, respectively, associated with derivative financial instruments.
Ethanol Production Segment
In the ethanol production segment, net gains and losses from settled derivative instruments are offset by physical commodity purchases or sales to achieve the intended operating margins. To reduce commodity price risk caused by market fluctuations, we enter into exchange-traded futures and options contracts that serve as economic hedges. Our results are impacted when there is a mismatch of gains or losses associated with the derivative instrument during a reporting period when the physical commodity purchases or sale has not yet occurred.
Our exposure to market risk, which includes the impact of our risk management activities resulting from our fixed-price purchase and sale contracts and derivatives, is based on the estimated net income effect resulting from a hypothetical 10% change in price for the next 12 months starting on September 30, 2026, which is as follows (in thousands):
| Commodity | Estimated Total Volume Requirements for the Next 12 Months (1) | Unit of Measure | Net Income Effect of Approximate 10% Change in Price | |||||||||||||||||
| Ethanol | 730,000 | Gallons | $79,254 | |||||||||||||||||
| Corn | 246,000 | Bushels | $100,598 | |||||||||||||||||
Distillers grains (2) | 1,710 | Tons (3) | $25,019 | |||||||||||||||||
| Renewable corn oil | 254,000 | Pounds | $12,251 | |||||||||||||||||
| Natural gas | 19,900 | MmBTU | $4,709 | |||||||||||||||||
(1)Estimated volumes assume production at full capacity, excluding the idled Fairmont, Minnesota plant.
(2)Includes Ultra-High Protein.
(3)Distillers grains quantities are stated on an equivalent dried ton basis.
Agribusiness and Energy Services Segment
In the agribusiness and energy services segment, our physical purchase and sale contracts and derivatives are marked to market. Our inventories are carried at the lower of cost or net realizable value, except fair-value hedged inventories. To reduce commodity price risk caused by market fluctuations for purchase and sale commitments of grain and grain held in inventory, we enter into exchange-traded futures and options contracts that serve as economic hedges.
The market value of exchange-traded futures and options used for hedging are highly correlated with the underlying market value of grain inventories and related purchase and sale contracts for grain. The less correlated portion of inventory and purchase and sale contract market values, known as basis, is much less volatile than the overall market value of exchange-traded futures and tends to follow historical patterns. We manage this less volatile risk by constantly monitoring our position relative to the price changes in the market. Inventory values are affected by the month-to-month spread in the futures markets. These spreads are also less volatile than the overall market value of our inventory and tend to follow historical patterns, but cannot be mitigated directly. Our accounting policy for futures and options, as well as the underlying inventory held for sale and purchase and sale contracts, is to reflect their current market values and include gains and losses in the consolidated statement of operations.
Item 4. Controls and Procedures.
Evaluation of Disclosure Controls and Procedures
We maintain disclosure controls and procedures designed to ensure the information that must be disclosed in the reports we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to management, as appropriate, to allow timely decisions regarding required financial disclosure. In designing and evaluating the disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and
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operated, can provide only reasonable assurance of achieving the desired control objectives. Management is required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures.
Under the supervision and participation of our principal executive officer and chief financial officer, management carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures as of September 30, 2026 as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act and concluded that our disclosure controls and procedures were effective.
Changes in Internal Control over Financial Reporting
Management is responsible for establishing and maintaining effective internal control over financial reporting to provide reasonable assurance regarding the reliability of our financial reporting and the preparation of our consolidated financial statements for external purposes in accordance with U.S. generally accepted accounting principles. There were no material changes in our internal control over financial reporting that occurred during the period covered by this report that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
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PART II – OTHER INFORMATION
Item 1. Legal Proceedings.
We are currently involved in litigation including worker's compensation litigation, that has arisen during the ordinary course of business. We do not believe this litigation will have a material adverse effect on our financial position, results of operations or cash flows.
Item 1A. Risk Factors.
Investors should carefully consider the discussion of risks and the other information in our annual report on Form 10-K for the year ended December 31, 2025, in Part I, Item 1A, “Risk Factors,” and the discussion of risks and other information in Part I, Item 2, “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” under “Cautionary Information Regarding Forward-Looking Statements,” of this report. Although we have attempted to discuss key factors, our investors need to be aware that other risks may prove to be important in the future. New risks may emerge at any time and we cannot predict such risks or estimate the extent to which they may affect our financial performance.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.
The company withholds shares when restricted stock grants are vested to satisfy statutory minimum required payroll tax withholding obligations. The following table lists the shares that were withheld during the third quarter of 2026:
| Period | Total Number of Shares Withheld | Average Price Paid per Share | ||||||||||||
| July 1 - July 31 | — | $ | — | |||||||||||
| August 1 - August 31 | 14,250 | 16.03 | ||||||||||||
| September 1 - September 30 | — | — | ||||||||||||
| Total | 14,250 | $ | 16.03 | |||||||||||
In August 2014 and October 2019, our Board authorized a share repurchase program of up to $200 million of our common stock. Under this program, we may repurchase shares in open market transactions, privately negotiated transactions, accelerated buyback programs, tender offers or by other means. The timing and amount of the transactions are determined by management based on its evaluation of 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, the company has repurchased approximately 10.3 million shares of common stock for approximately $122.8 million under the program. We did not repurchase any shares during the third quarter of 2026.
Item 3. Defaults Upon Senior Securities.
None.
Item 4. Mine Safety Disclosures.
Not applicable.
Item 5. Other Information.
During the three months ended September 30, 2026, no director or officer of the company adopted terminated
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Item 6. Exhibits.
Exhibit Index
| Exhibit No. | Description of Exhibit | ||||
| 10.1* | |||||
| 31.1 | |||||
| 31.2 | |||||
| 32.1 | |||||
| 32.2 | |||||
| 101 | The following information from Green Plains Inc.’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2026, formatted in Inline Extensible Business Reporting Language (iXBRL): (i) Consolidated Balance Sheets, (ii) Consolidated Statements of Operations, (iii) Consolidated Statements of Comprehensive Income (Loss), (iv) Consolidated Statements of Cash Flows, and (v) the Notes to Consolidated Financial Statements | ||||
| 104 | The cover page from Green Plains Inc.’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2026, formatted in iXBRL. | ||||
| *Certain confidential portions of this Exhibit were omitted by means of marking such portions with brackets and asterisks because the identified confidential portions (i) are not material and (ii) would be competitively harmful if publicly disclosed. | |||||
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SIGNATURES
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. | |||||||||||
| (Registrant) | |||||||||||
Date: November 6, 2026 | By: | /s/ Chris G. Osowski | |||||||||
Chris G. Osowski | |||||||||||
President and Chief Executive Officer | |||||||||||
| (Principal Executive Officer) | |||||||||||
Date: November 6, 2026 | By: | /s/ Ann Reis | |||||||||
Ann Reis | |||||||||||
| Chief Financial Officer | |||||||||||
| (Principal Financial Officer) | |||||||||||
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Exhibit 31.1
CERTIFICATION OF CHIEF EXECUTIVE OFFICER
PURSUANT TO RULE 13a-14(a) AND SECTION 302 OF THE SARBANES OXLEY ACT OF 2002
I, Chris G. Osowski, certify that:
1.I have reviewed this Quarterly Report on Form 10-Q of Green Plains Inc.;
2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a‑15(e) and 15d‑15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f) for the registrant and have:
a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b)Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c)Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d)Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
5.The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
| Date: November 6, 2026 | /s/ Chris G. Osowski | ||||
| Chris G. Osowski | |||||
| President and Chief Executive Officer (Principal Executive Officer) | |||||
Exhibit 31.2
CERTIFICATION OF CHIEF FINANCIAL OFFICER
PURSUANT TO RULE 13a-14(a) AND SECTION 302 OF THE SARBANES OXLEY ACT OF 2002
I, Ann Reis, certify that:
1.I have reviewed this Quarterly Report on Form 10-Q of Green Plains Inc.;
2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a‑15(e) and 15d‑15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f) for the registrant and have:
a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b)Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c)Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d)Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
5.The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
| Date: November 6, 2026 | /s/ Ann Reis | ||||
| Ann Reis | |||||
| Chief Financial Officer (Principal Financial Officer) | |||||
Exhibit 32.1
CERTIFICATION OF CHIEF EXECUTIVE OFFICER PURSUANT TO 18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES‑OXLEY ACT OF 2002
In connection with the Quarterly Report of Green Plains Inc. (the “company”) on Form 10-Q for the fiscal quarter ended September 30, 2026, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Chris G. Osowski, President and Chief Executive Officer of the company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to my knowledge:
1)The Report fully complies with the requirements of Sections 13(a) or 15(d) of the Securities Exchange Act of 1934; and
2)The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the company.
| Date: November 6, 2026 | /s/ Chris G. Osowski | ||||
| Chris G. Osowski | |||||
| President and Chief Executive Officer | |||||
Exhibit 32.2
CERTIFICATION OF CHIEF FINANCIAL OFFICER PURSUANT TO 18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES‑OXLEY ACT OF 2002
In connection with the Quarterly Report of Green Plains Inc. (the “company”) on Form 10-Q for the fiscal quarter ended September 30, 2026, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Ann Reis, Chief Financial Officer of the company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to my knowledge:
1)The Report fully complies with the requirements of Sections 13(a) or 15(d) of the Securities Exchange Act of 1934; and
2)The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the company.
| Date: November 6, 2026 | /s/ Ann Reis | ||||
| Ann Reis | |||||
| Chief Financial Officer | |||||