Form 8-K

8-K — Green Plains Inc.

Accession: 0001309402-26-000045

Filed: 2026-04-23

Period: 2026-04-17

CIK: 0001309402

SIC: 2860 (INDUSTRIAL ORGANIC CHEMICALS)

Item: Entry into a Material Definitive Agreement

Item: Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

Item: Financial Statements and Exhibits

Documents

8-K — gpre-20260417.htm (Primary)

EX-10.1 (exhibit101-secondamendment.htm)

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8-K

8-K (Primary)

Filename: gpre-20260417.htm · Sequence: 1

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

_________________

FORM 8-K

_________________

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): April 17, 2026

_______________________________

GREEN PLAINS INC.

(Exact name of registrant as specified in its charter)

_______________________________

Iowa 001-32924 84-1652107

(State or Other Jurisdiction of Incorporation) (Commission File Number) (I.R.S. Employer Identification No.)

1811 Aksarben Drive

Omaha, Nebraska 68106

(Address of Principal Executive Offices) (Zip Code)

(402) 884-8700

(Registrant's telephone number, including area code)

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

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

Title of each class Trading Symbol(s) Name of each exchange on which registered

Common Stock, par value $0.001 per share GPRE The Nasdaq Stock Market LLC

_______________________________

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

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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

Emerging growth company ☐

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

Item 1.01 Entry into a Material Definitive Agreement.

As previously disclosed, on March 25, 2022, Green Plains Finance Company LLC, Green Plains Grain Company LLC, and Green Plains Trade Group LLC (collectively, the “Borrowers”), all wholly owned subsidiaries of Green Plains Inc. (the “Company”), together with the Company as guarantor, entered into a $350 million senior secured sustainability-linked revolving Loan and Security Agreement (the “Revolver Facility”) with a group of financial institution lenders led by ING Capital LLC as Agent. The Revolver Facility was amended on April 14, 2025 (the “First Revolver Amendment”). Copies of the Revolver Facility and the First Revolver Amendment were filed as Exhibit 10.1 to the Current Report on Form 8-K filed by the Company on March 28, 2022 and Exhibit 10.7 to the Quarterly Report on Form 10-Q filed by the Company on May 8, 2025, respectively.

On April 17, 2026, the Revolver Facility was further amended by the Second Amendment to the Loan and Security Agreement (the “Second Revolver Amendment”). The Second Revolver Amendment, among other things, (i) extends the termination date of the Revolver Facility from March 25, 2027 to September 25, 2027 and (ii) reduces the size of the Revolver Facility commitment from $350 million to $300 million.

The foregoing description does not purport to be complete and is subject to and qualified in its entirety by reference to the complete text of the Second Revolver Amendment, a copy of which is filed herewith as Exhibit 10.1 and incorporated herein by reference.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information set forth under Item 1.01 above is incorporated by reference into this Item 2.03. The complete text of the Second Revolver Amendment is filed herewith as Exhibit 10.1 and incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

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

Exhibit No. Description of Exhibit

10.1*

Second Amendment to Loan and Security Agreement, dated April 17, 2026, by and among Green Plains Inc. as Guarantor, Green Plains Finance Company LLC, Green Plains Grain Company LLC and Green Plains Trade Group LLC as the Borrowers, ING Capital LLC as Agent, and the other financial institutions party thereto.

104 Cover Page Interactive Data File (embedded within the Inline XBRL document)

* 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.

SIGNATURE

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

Green Plains Inc.

Date: April 23, 2026 By:

/s/ Ann Reis

Ann Reis

Chief Financial Officer

(Principal Financial Officer)

EX-10.1

Filename: exhibit101-secondamendment.htm · Sequence: 2

Document

Exhibit 10.1

Execution Version

Certain identified information has been excluded from this exhibit because it is both (i) not material and (ii) would be competitively harmful if publicly disclosed.

SECOND AMENDMENT TO LOAN AND SECURITY AGREEMENT

This SECOND AMENDMENT TO LOAN AND SECURITY AGREEMENT (this “Amendment”) is made and entered into effective as of April 17, 2026, by and among GREEN PLAINS INC., an Iowa corporation (“Holdings”), GREEN PLAINS FINANCE COMPANY LLC, a Delaware limited liability company (“GP Finco”), GREEN PLAINS GRAIN COMPANY LLC, a Delaware limited liability company (“Green Plains Grain”), GREEN PLAINS TRADE GROUP LLC, a Delaware limited liability company (“Green Plains Trade” and, together with GP Finco, Green Plains Grain and each other Subsidiary of Holdings who joins as a “Borrower” under the Credit Agreement from time to time, collectively, the “Borrowers” and each, individually, a “Borrower”), the Lenders party hereto, and ING CAPITAL LLC, a Delaware limited liability company, as agent for the Lenders (in such capacity, “Agent”).

WITNESSETH:

WHEREAS, Agent, the Lenders, Holdings and the Borrowers, entered into that certain Loan and Security Agreement, dated as of March 25, 2022 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time prior to the date of this Amendment, the “Existing Loan Agreement”, and as amended, restated, amended and restated, supplemented or otherwise modified from time to time from and after the date hereof (including as amended hereby), the “Amended Loan Agreement”);

WHEREAS, the Loan Parties have requested certain modifications to the Existing Loan Agreement, and Agent and the Lenders have agreed to such modifications upon the terms and conditions hereafter set forth; and

NOW, THEREFORE, in consideration of the premises and the mutual agreements, provisions and covenants set forth herein and for other good and valuable consideration, the mutuality, receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:

Section 1. Definitions. Except as otherwise expressly specified herein, all capitalized terms not defined herein shall have the meanings given to such terms in the Amended Loan Agreement.

Section 2. Amendments to the Existing Loan Agreement.

2.1. Effective as of the Second Amendment Effective Date (as defined below), the following defined term is hereby added to Section 1.1 of the Existing Loan Agreement in appropriate alphabetical order:

““Second Amendment Effective Date” means April 17, 2026.”

2.2. Effective as of the Second Amendment Effective Date, the definition of “Aggregate Revolving Loan Commitment” set forth in Section 1.1 of the Existing Loan Agreement is hereby amended to replace the sentence “As of the Closing Date, the Aggregate Revolving Loan Commitment is $350,000,000” therein with the sentence “As of the Second Amendment Effective Date, the Aggregate Revolving Loan Commitment is $300,000,000.”

2.3. Effective as of the Second Amendment Effective Date, the definition of “Scheduled Termination Date” set forth in Section 1.1 of the Existing Loan Agreement is hereby amended to delete the date “March 25, 2027” therein and insert in its place the date “September 25, 2027”.

2.4. Effective as of the Second Amendment Effective Date, claue (i) of Section 4.23(a) is hereby amended and restated in its entirety to read as follows: “(i) the subject of any sanctions administered or enforced by the U.S. Department of the Treasury’s Office of Foreign Assets Control (“OFAC”), the U.S. Department of State, Australia or other relevant sanctions authority (collectively, “Sanctions”), or”.

2.5. Effective as of the Second Amendment Effective Date, Schedule 1.1 to the Existing Loan Agreement is hereby replaced in its entirety with Schedule 1.1 attached hereto.

Section 3. Ratification. Each Loan Party has read this Amendment and consents to the terms hereof and further acknowledges and confirms that all of its obligations under the Amended Loan Agreement and other Loan Documents (as amended by this Amendment), including in its capacity as a Borrower or Guarantor (as set forth on the signature page hereto), are in full force and effect and are performable in accordance with their respective terms without setoff, defense, counter-claim or claims in recoupment. Each Loan Party further confirms that the term “Obligations”, as used in the Existing Loan Agreement, shall include all Obligations of the Loan Parties under the Amended Loan Agreement, any promissory notes issued under the Amended Loan Agreement and each other Loan Document.

Section 4. No Waiver. Nothing contained in this Amendment, or any other communication between or among Agent, the Lenders and any Loan Party, shall be construed as a waiver by Agent or the Lenders of any covenant or provision of the Amended Loan Agreement, the Existing Loan Agreement, the other Loan Documents, this Amendment or any other contract or instrument between or among any Loan Party, Agent and/or the Lenders, and the failure of Agent and/or the Lenders at any time or times hereafter to require strict performance by any Loan Party of any provision thereof shall not waive, affect or diminish any right of Agent and/or the Lenders to thereafter demand strict compliance therewith. Nothing contained in this Amendment shall directly or indirectly in any way whatsoever either: (i) impair, prejudice or otherwise adversely affect Agent’s or any Lender’s right at any time to exercise any right, privilege or remedy in connection with the Existing Loan Agreement, the Amended Loan Agreement or any other Loan Documents, each as amended hereby, (ii) except as expressly provided in this Amendment, amend or alter any provision of the Existing Loan Agreement or any other Loan Documents or any other contract or instrument, or (iii) constitute any course of dealings or other basis for altering any obligation of any Loan Party under the Existing Loan Agreement, the Amended Loan Agreement or any other Loan Documents or any right, privilege or remedy of Agent or any Lender under the Existing Loan Agreement, the Amended Loan Agreement, any other Loan Documents or any other contract or instrument. Agent and the Lenders hereby reserve all rights granted under the Existing Loan Agreement, the Amended Loan Agreement, the other Loan Documents, this Amendment and any other contract or instrument between or among any Loan Party, Agent and the Lenders.

Section 5. Representations and Warranties. Each Loan Party represents and warrants to Agent and the Lenders the following (after giving effect to this Amendment): (i) there does not exist any Default or Event of Default that is continuing, (ii) all representations and warranties of each Loan Party contained in the Loan Agreement and the Loan Documents are true and correct in all material respects (without duplication of any materiality qualifier contained therein) on and as of the Second Amendment Effective Date except to the extent that such representation or warranty expressly relates to an earlier date (in which

event such representations and warranties were true and correct in all material respects (without duplication of any materiality qualifier contained therein) as of such earlier date and (iii) all necessary corporate or organizational actions shall have been taken by each Loan Party to authorize the execution, delivery, and performance of this Amendment.

Section 6. Conditions to Effectiveness. The effectiveness of this Amendment is expressly conditioned upon the satisfaction or waiver of the following conditions precedent (the date on which all such conditions have been so satisfied or waived by Agent, the “Second Amendment Effective Date”; it being agreed that the determination as to whether each condition has been satisfied may be made in Agent’s sole discretion, all of which shall be satisfactory in form and substance to Agent):

6.1. Agent shall have received a counterpart signature page (whether the same or different counterparts) to this Amendment duly executed and delivered by each Loan Party and each Lender;

6.2. all necessary corporate or organizational actions shall have been taken by each Loan Party to authorize the execution, delivery, and performance of this Amendment; and

6.3. the Loan Parties shall have paid to Agent all costs, fees and expenses (including, without limitation, legal fees and expenses of attorneys, consultants and other advisors) due and payable pursuant to or in connection with this Amendment; provided that an invoice of such expenses shall have been presented no less than two (2) Business Days prior to the Second Amendment Effective Date.

The Loan Parties shall be deemed to represent and warrant to Agent and the Lenders that the foregoing conditions in this Section 6 have been satisfied (unless otherwise waived in writing or deferred in writing by Agent) upon the release of their respective signatures to this Amendment.

Section 7. [Reserved].

Section 8. Miscellaneous.

8.1. Except as otherwise expressly provided in this Amendment, (i) the Existing Loan Agreement shall continue in full force and effect, and (ii) the terms and conditions of the Existing Loan Agreement are expressly incorporated herein and ratified and confirmed in all respects. This Amendment is not intended to be or to create, nor shall it be construed as, a novation or an accord and satisfaction. From and after the Second Amendment Effective Date, references to the Existing Loan Agreement in each Loan Document shall be references to the Amended Loan Agreement. The Lenders party hereto hereby direct and instruct Agent to execute and deliver this Amendment and all documents to be executed in connection herewith, and to induce Agent to execute and deliver this Amendment and the other applicable documents, each Lender ratifies and confirms its obligations under, and the immunities and exculpatory provisions accruing to Agent under, the terms of the Existing Loan Agreement and the other Loan Documents and agrees that, as of the date hereof, such obligations, immunities and other provisions are without setoff, counterclaim, defense or recoupment. This Amendment shall constitute a Loan Document.

8.2. Each Loan Party hereby ratifies and confirms the Liens and security interests granted under the Existing Loan Agreement and the other Loan Documents and further ratifies and agrees that such Liens and security interests secure the Obligations.

8.3. This Amendment constitutes the entire agreement among the parties hereto with respect to the subject matter hereof. Neither this Amendment nor any provision hereof may be changed, waived, discharged, modified or terminated orally, but only by an instrument in writing signed by the parties required to be a party thereto pursuant to Section 9.4 of the Amended Loan Agreement.

8.4. This Amendment may be executed in any number of counterparts (including by facsimile or as a .pdf attachment), and by the different parties hereto on the same or separate counterparts, each of which shall be deemed to be an original instrument but all of which together shall constitute one and the same agreement.

8.5. If any term or provision of this Amendment is adjudicated to be invalid under applicable laws or regulations, such provision shall be inapplicable to the extent of such invalidity without affecting the validity or enforceability of the remainder of this Amendment which shall be given effect so far as possible.

8.6. THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES UNDER THIS AMENDMENT SHALL BE GOVERNED BY AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH THE CHOICE OF LAW PROVISIONS SET FORTH IN THE AMENDED LOAN AGREEMENT AND SHALL BE SUBJECT TO THE WAIVER OF JURY TRIAL AND NOTICE PROVISIONS OF THE AMENDED LOAN AGREEMENT.

8.7. This Amendment shall be binding upon and inure to the benefit of each Loan Party, Agent and the Lenders and their respective successors and assigns, provided that any assignment by any Lender shall be subject to the provisions of Section 9.5 of the Amended Loan Agreement and that no Loan Party shall have the right to assign any rights hereunder or any interest herein without Agent’s and each Lenders prior written consent. Except as provided in the preceding sentence, no Person shall be entitled to any third-party beneficiary status or other rights under this Amendment.

[Remainder of page intentionally left blank; signature pages follow.]

IN WITNESS WHEREOF, this Amendment has been duly executed as of the day and year first written above.

HOLDINGS: GREEN PLAINS INC.

By: /s/ Will Joekel

Name: Will Joekel

Title: Vice President & Treasurer

BORROWERS: GREEN PLAINS FINANCE COMPANY LLC

By: /s/ Will Joekel

Name: Will Joekel

Title: Vice President & Treasurer

GREEN PLAINS GRAIN COMPANY LLC

By: /s/ Will Joekel

Name: Will Joekel

Title: Vice President & Treasurer

GREEN PLAINS TRADE GROUP LLC

By: /s/ Will Joekel

Name: Will Joekel

Title: Vice President & Treasurer

[Signature Page to Second Amendment to Loan and Security Agreement]

AGENT: ING CAPITAL LLC

By: /s/ Jeffrey Geisbauer

Name: Jeffrey Geisbauer

Title: Director

By: /s/ Eanna Mulkere

Name: Eanna Mulkere

Title: Director

LENDERS: ING CAPITAL LLC

By: /s/ Jeffrey Geisbauer

Name: Jeffrey Geisbauer

Title: Director

By: /s/ Eanna Mulkere

Name: Eanna Mulkere

Title: Director

[Signature Page to Second Amendment to Loan and Security Agreement]

PNC BANK, NATIONAL ASSOCIATION

By: /s/ Jeffrey Kessler

Name: Jeffrey Kessler

Title: Senior Vice President

[Signature Page to Second Amendment to Loan and Security Agreement]

FIFTH THIRD BANK, NATIONAL ASSOCIATION

By: /s/ Michael L. Laurie

Name: Michael L. Laurie

Title: Senior Vice President and Managing Director

[Signature Page to Second Amendment to Loan and Security Agreement]

BANK OF AMERICA, N.A.

By: /s/ Brad Conley

Name: Brad Conley

Title: SVP

[Signature Page to Second Amendment to Loan and Security Agreement]

BMO BANK N.A.

By: /s/ Anne Robles

Name: Anne Robles

Title: Director

[Signature Page to Second Amendment to Loan and Security Agreement]

FIRST HORIZON BANK

By: /s/ Michael Shipman

Name: Michael Shipman

Title: SVP

[Signature Page to Second Amendment to Loan and Security Agreement]

COBANK, ACB

By: /s/ Kathryn J. Frahm

Name: Kathryn J. Frahm

Title: Vice President

[Signature Page to Second Amendment to Loan and Security Agreement]

FARM CREDIT SERVICES OF AMERICA, PCA

By: /s/ Brian Frevert

Name: Brian Frevert

Title: Vice President

[Signature Page to Second Amendment to Loan and Security Agreement]

MACQUARIE BANK LIMITED

By: /s/ Avril Chung

Name: Avril Chung

Title: Managing Director, Signed in London POA XXXX

By: /s/ Malcolm Eddington

Name: Malcolm Eddington

Title: Division Director

(Signed by its duly appointed attorneys under

Power of Attorney dated January 15, 2025, ref#XXXX)

[Signature Page to Second Amendment to Loan and Security Agreement]

[**Schedule 1.1 (Revolving Loan Commitments) constitutes confidential information and has been omitted from this filing because it is both (i) not material and (ii) would be competitively harmful if publicly disclosed.**]

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