Golden Growers Amends 10-K, Reports 13.3% Net Income Jump Amid Revenue Drop

TL;DR

**Golden Growers' net income is up, but don't be fooled; corn revenue is tanking, signaling deeper issues for this cooperative.**

AI Summary

Golden Growers Cooperative filed a 10-K/A on September 17, 2025, primarily to amend Item 8 of its original Form 10-K for the fiscal year ended December 31, 2024, by including the audit report from Widmer Roel PC for the 2023 financial statements. The cooperative reported a net income of $6,041 thousand for the year ended December 31, 2024, an increase of 13.3% from $5,331 thousand in 2023. However, corn revenue decreased significantly by 29.6% from $88,019 thousand in 2023 to $61,998 thousand in 2024, continuing a downward trend from $107,409 thousand in 2022. Despite this, net income from ProGold LLC increased slightly to $6,240 thousand in 2024 from $6,084 thousand in 2023. Total assets decreased by 7.2% from $26,824 thousand in 2023 to $24,900 thousand in 2024, largely due to a reduction in Investment in ProGold LLC from $17,073 thousand to $15,588 thousand and Long-Term Investments from $2,788 thousand to $379 thousand. The cooperative's total members' equity also declined by 6.4% from $26,403 thousand in 2023 to $24,696 thousand in 2024. The filing also includes updated certifications from the principal executive and financial officers as required by Sarbanes-Oxley Sections 302 and 906.

Why It Matters

This 10-K/A provides crucial audited financial statements for Golden Growers Cooperative, offering transparency to its members and potential private market investors. The significant decline in corn revenue, down 29.6% to $61,998 thousand in 2024, highlights potential challenges in the agricultural commodity market, which could impact member payouts and the cooperative's long-term viability. Despite this, the increase in net income by 13.3% to $6,041 thousand, driven by ProGold LLC's performance, suggests effective cost management or other income streams. For competitors like American Crystal Sugar Company and Cargill, Incorporated, this filing offers insights into the financial health and operational efficiency of a key partner in the agricultural supply chain.

Risk Assessment

Risk Level: medium — The cooperative faces medium risk due to a substantial 29.6% decrease in corn revenue from $88,019 thousand in 2023 to $61,998 thousand in 2024, indicating significant operational headwinds. While net income increased by 13.3% to $6,041 thousand, this was achieved despite declining core revenue, suggesting potential reliance on other income sources or cost-cutting measures that may not be sustainable long-term. The 7.2% decrease in total assets to $24,900 thousand also points to a shrinking balance sheet.

Analyst Insight

Investors should scrutinize the underlying drivers of Golden Growers' net income increase, given the sharp decline in corn revenue. A deeper dive into the ProGold LLC investment and other income sources is warranted. Consider the long-term implications of decreasing assets and members' equity on the cooperative's financial stability and future distributions.

Financial Highlights

revenue

$61,998 thousand

total Assets

$24,900 thousand

net Income

$6,041 thousand

eps

$0.39

cash Position

$1,307 thousand

revenue Growth

-29.6%

Revenue Breakdown

Key Numbers

• $6,041 thousand — Net Income (Increased by 13.3% in 2024 from $5,331 thousand in 2023)
• $61,998 thousand — Corn Revenue (Decreased by 29.6% in 2024 from $88,019 thousand in 2023)
• $15,588 thousand — Investment in ProGold LLC (Decreased from $17,073 thousand in 2023 to $15,588 thousand in 2024)
• $24,900 thousand — Total Assets (Decreased by 7.2% in 2024 from $26,824 thousand in 2023)
• $24,696 thousand — Total Members' Equity (Decreased by 6.4% in 2024 from $26,403 thousand in 2023)
• 15,490,480 — Units Issued and Outstanding (Consistent as of December 31, 2024 and 2023)
• $0.39 — Earnings per Membership Unit (Increased from $0.34 in 2023 to $0.39 in 2024)
• $6,240 thousand — Net Income from ProGold LLC (Increased from $6,084 thousand in 2023 to $6,240 thousand in 2024)
• $379 thousand — Long-Term Investments (Decreased significantly from $2,788 thousand in 2023 to $379 thousand in 2024)
• $204 thousand — Total Current Liabilities (Decreased from $421 thousand in 2023 to $204 thousand in 2024)

Key Players & Entities

• Golden Growers Cooperative (company) — registrant filing the 10-K/A
• Widmer Roel PC (company) — Independent Registered Public Accounting Firm for 2023 financial statements
• Haynie & Company (company) — Independent Registered Public Accounting Firm for 2024 financial statements
• ProGold Limited Liability Company (company) — entity in which Golden Growers Cooperative holds an investment
• Scott Stofferahn (person) — Executive Vice President, Chief Executive Officer and Chief Financial Officer
• Nicolas Pyle (person) — Chairperson of Golden Growers Cooperative
• David Kragnes (person) — Vice Chairperson of Golden Growers Cooperative
• Cargill, Incorporated (company) — partner in grain services and corn supply agreements
• American Crystal Sugar Company (company) — partner in ProGold LLC Member Control Agreement
• SEC (regulator) — Securities and Exchange Commission

FAQ

Industry Context

Golden Growers Cooperative operates within the agricultural sector, specifically focusing on corn processing through its investment in ProGold LLC. The industry is subject to commodity price volatility, weather impacts, and evolving market demand for corn-based products. Competition exists from other agricultural cooperatives and larger agribusiness corporations involved in processing and distribution.

Regulatory Implications

As a cooperative filing with the SEC, Golden Growers Cooperative is subject to reporting requirements under the Securities Exchange Act of 1934 and the Sarbanes-Oxley Act. The inclusion of updated audit reports and certifications addresses compliance with these regulations.

What Investors Should Do

1. Monitor Corn Revenue Trends
2. Analyze ProGold LLC Performance
3. Evaluate Asset and Equity Reductions

Key Dates

• 2024-12-31: Fiscal Year End — Financial statements for the year ended December 31, 2024, are presented.
• 2025-03-18: Original Form 10-K Filing — The initial annual report for the fiscal year ended December 31, 2024, was filed.
• 2025-09-17: Form 10-K/A Filing — Amendment filed to include the 2023 audit report from Widmer Roel PC in Item 8, and updated SOX certifications.

Glossary

10-K/A

An amendment to an annual report (Form 10-K) filed with the SEC, used to correct or update previously filed information. (This filing is an amendment to Golden Growers Cooperative's 2024 10-K.)

ProGold LLC

A limited liability company formed as a joint venture, in which Golden Growers Cooperative holds an investment. (Net income from ProGold LLC is a significant contributor to the cooperative's overall net income, and the investment in ProGold LLC is a major asset.)

Membership Units

The ownership units of the cooperative, representing members' equity. (The number of units outstanding is a key metric for understanding equity structure, and earnings per unit is provided.)

Sarbanes-Oxley Act (SOX)

A federal law that mandates certain practices in financial and accounting information provided by public companies, including CEO/CFO certifications. (The filing includes updated SOX 302 and 906 certifications from the cooperative's principal executive and financial officers.)

Year-Over-Year Comparison

The 10-K/A filing primarily serves to incorporate the 2023 audit report and updated SOX certifications. While net income increased by 13.3% to $6,041 thousand, this was achieved despite a significant 29.6% drop in corn revenue. Total assets and members' equity both saw declines, reflecting a reduction in investments, particularly in ProGold LLC and long-term holdings. The cooperative's financial position shows a mixed performance, with improved profitability per unit but a contraction in overall asset base and core revenue stream.

Filing Documents

• ggro10-ka.htm (10-K/A) — 366KB
• ggro31-1.htm (EX-31.1) — 8KB
• ggro32-1.htm (EX-32) — 3KB
• 0001826466-25-000092.txt ( ) — 2510KB
• ggro-20241231.xsd (EX-101.SCH) — 21KB
• ggro-20241231_cal.xml (EX-101.CAL) — 25KB
• ggro-20241231_def.xml (EX-101.DEF) — 56KB
• ggro-20241231_lab.xml (EX-101.LAB) — 173KB
• ggro-20241231_pre.xml (EX-101.PRE) — 133KB
• ggro10-ka_htm.xml (XML) — 350KB

financial statements of the registrant included in the filing reflect the

financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. __________________________________ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrants executive officers during the relevant recovery period pursuant to § 240.10D -1(b). __________________________________ Indicate by check mark whether the registrant is a shell company (as defined in rule 12b-2 of the Act). Yes No __________________________________ As of September 17, 2025, the registrant had 15,490,480 Units issued and outstanding. There is no established public market for the registrants Units. Although there is a limited, private market for the registrants Units, the registrant does not obtain information regarding the transfer price in transactions between its members and therefore is unable to estimate the aggregate market value of the registrants Units held by non-affiliates. DOCUMENTS INCORPORATED BY REFERENCE: NONE EXPLANATORY NOTE Golden Growers Cooperative (the Cooperative) is filing this Amendment No. 1 (the Amendment) to its Annual Report on Form 10-K for the fiscal year ended December 31, 2024, which was originally filed with the Securities and Exchange Commission (the Commission) on March 18, 2025 (the Original Filing), for the purpose of amending Item 8 of the original Form 10-K to include the Report of Independent Registered Public Accounting Firm of Widmer Roel PC, which includes an audit report that reflects Widmer Roel PCs audit of and opinion on the Cooperatives financial statements as of and for the year ended December 31, 2023, as set forth on page A-1 of this Amendment. In accordance with Rule 12b-15 under the Securities Exchange Act of 1934, this Amendment also includes currently dated certifications from the Cooperatives principal executive officer and p

FINANCIAL STATEMENTS AND SUPPLEMENTAL DATA

Item 8. FINANCIAL STATEMENTS AND SUPPLEMENTAL DATA The financial statements have been prepared in accordance with generally accepted accounting principles and are included in Appendix A of this report. PART IV

EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

Item 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES (a) Documents filed as part of this report. 1.

Financial Statements

Financial Statements Report of Independent Registered Public Accounting Firm (Haynie & Company, PCAOB #457) Report of Independent Registered Public Accounting Firm (Widmer Roel, PC, PCAOB #729) Balance Sheets as of December 31, 2024 and 2023 Comprehensive Income for the Years Ended December 31, 2024, 2023 and 2022 Equity for the Years Ended December 31, 2024, 2023 and 2022 Years Ended December 31, 2024, 2023 and 2022 Notes to the Financial Statements 2. Financial Statement Schedules Not applicable. 3. Exhibits. Exhibit No. Exhibit Description 2.1 Articles of Merger of Golden Growers Cooperative and Golden Growers Cooperative is incorporated by reference to Exhibit 2.1 from the Cooperatives Registration Statement on Form 10 filed April 30, 2010. 2.2 Certificate of Conversion of Golden Growers Cooperative is incorporated by reference to Exhibit 2.2 from the Cooperatives Registration Statement on Form 10 filed April 30, 2010. 3.1 Amended and Restated Articles of Organization of Golden Growers Cooperative is incorporated by reference to Exhibit 3.1 from the Cooperatives Registration Statement on Form 10 filed April 30, 2010. 3.2 Amended and Restated Bylaws of Golden Growers Cooperative dated September 1, 2009 is incorporated by reference to Exhibit 3.2 from the Cooperatives Registration Statement on Form 10 filed April 30, 2010. 3.3 Second Amended and Restated Bylaws of Golden Growers Cooperative dated March 28, 2020 is incorporated by reference to Exhibit 3.2 from the Cooperatives Form 8-K filed April 2, 2020. 3.4 Third Amended and Restated Bylaws of Golden Growers Cooperative dated March 24, 2022 is incorporated by reference to Exhibit 3.2 from the Cooperatives Form 8-K filed March 30, 2022. 3.5 Fourth Amended and Restated Bylaws of Golden Growers Cooperative dated March 23, 2023 is incorporated by reference to Exhibit 3.2

SIGNATURES

SIGNATURES Pursuant to the requirements of Section 13 or 15 of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. Power of Attorney Each person whose signature appears below appoints Scott Stofferahn as their true and lawful attorney-in fact and agent, with full power of substitution and resubstitution, for the undersigned and in the undersigned's name, place and stead, to perform all acts and execution of all documents which such attorney and agent may deem necessary or desirable to enable Golden Growers Cooperative to comply with the Securities Exchange Act of 1934, as amended, and any rules, regulations and requirements of the Securities and Exchange Commission in respect thereof, in connection with filing with the Commission the Annual Report on Form 10-K of Golden Growers Cooperative for the fiscal year ended December 31, 2024 and any and all amendments and exhibits thereto, and other documents in connection therewith, including specifically, but without limiting the generality of the foregoing, power and authority to sign the names of the undersigned to the Form 10-K and to any instruments and documents filed as part of or in connection with the Form 10-K or any amendments thereto; and the undersigned hereby ratify and confirm all actions taken and documents signed by said attorney and agent as provided herein. Dated: September 17, 2025 GOLDEN GROWERS COOPERATIVE By: /S/ Scott Stofferahn Scott Stofferahn Executive Vice President, Chief Executive Officer and Chief Financial Officer Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities indicated and as of September 17, 2025. * * Nicolas Pyle (Chairperson) David Kragnes (Vice Chairperson) * * Blane Benedict (Director, Secretary) Richard Bot (Director) * /

financial statements present fairly, in all material respects, the financial

financial statements present fairly, in all material respects, the financial position of Golden Growers Cooperative as of December 31, 2023, and the results of its operations and its cash flows as of December 31, 2023 and 2022, in conformity with accounting principles generally accepted in the United States of America. Basis for Opinion These financial statements are the responsibility of the Cooperatives management. Our responsibility is to express an opinion on the Cooperatives financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to Golden Growers Cooperative in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Golden Growers Cooperative is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Cooperatives internal control over financial reporting. Accordingly, we express no such opinion. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates

NOTES TO FINANCIAL STATEMENTS

NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 2024, 2023 AND 2022 NOTE 1 NATURE OF OPERATIONS Organization - Golden Growers Cooperative was initially organized as a North Dakota member-owned cooperative incorporated on January 19, 1994 (GG-ND). GG-ND and two other partners, one of whom was American Crystal Sugar Company (ACSC) entered into a joint venture that formed ProGold Limited Liability Company, a Minnesota limited liability company (ProGold) which designed and constructed a corn wet-milling facility in Wahpeton, North Dakota (the Facility). Effective March 1, 2022, Cargill exercised its Option to purchase a 50 % interest in ProGold from American Crystal Sugar. Simultaneously with the exercise of the Option, the Cooperative, pursuant to the Consent Agreement, elected to purchase American Crystals remaining 1 % interest in ProGold. Under the joint venture, GG-ND (and indirectly its members) had the right and obligation to deliver corn to be processed at the Facility. In 1997, the Facility was leased to Cargill Incorporated (Cargill) who continues to operate the Facility. In connection with the Option exercise, ProGold and Cargill entered into that certain First Amended and Second Amended and Restated Facility lease, effective March 1, 2022, which extended the term of the Facility Lease through December 31, 2026. On July 29, 2009 GG-ND formed a wholly owned cooperative subsidiary in the state of Minnesota (GG-MN), organized under Minnesota Statutes chapter 308A, solely for the purpose of reincorporating into the state of Minnesota. On September 1, 2009, GG-ND merged into GG-MN and reincorporated into the state of Minnesota. Immediately after the merger, GG-MN statutorily converted into a cooperative association governed under Minnesota Statutes 308B. As a result of its reincorporation and reorganization Golden Growers North Dakota, a North Dakota cooperative association historically taxed as a tax-exempt cooperative under Subchapter T of the Internal Revenue

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