Golden Growers Net Income Dips Amidst Planned Dissolution

TL;DR

**Golden Growers is winding down, so expect a final payout after 2026 as Cargill takes full control of ProGold.**

AI Summary

Golden Growers Cooperative reported a net income of $1.406 million for the three months ended September 30, 2025, a decrease from $1.561 million in the same period of 2024, representing a 9.9% decline. For the nine months ended September 30, 2025, net income was $4.492 million, slightly down from $4.533 million in 2024. Corn revenue for the three months decreased to $12.321 million from $13.446 million, while corn expense also fell to $12.338 million from $13.464 million. Net income from ProGold LLC, in which Golden Growers holds a 50% interest, was $1.495 million for the quarter, a slight decrease from $1.576 million in the prior year. Total assets declined to $22.099 million as of September 30, 2025, from $24.900 million at December 31, 2024, primarily due to a decrease in investment in ProGold LLC from $15.588 million to $14.257 million and a reduction in short-term investments from $7.328 million to $5.688 million. A significant strategic change is the approved Plan of Liquidation and Dissolution, which includes the sale of its 50% interest in ProGold LLC to Cargill after the Facility Lease expires on December 31, 2026, and subsequent distribution of assets to members. Accrued liabilities surged to $3.572 million from $0.204 million, largely due to accrued distributions payable to members of $3.562 million. The Cooperative also paid member distributions totaling $7.126 million for the nine months ended September 30, 2025, an increase from $5.673 million in the prior year.

Why It Matters

This filing is critical for investors as Golden Growers Cooperative is actively pursuing a Plan of Liquidation and Dissolution, approved by members in March 2025. The impending sale of its 50% interest in ProGold LLC to Cargill post-December 2026 will significantly alter the cooperative's structure and revenue streams, impacting future distributions to members. The competitive landscape for corn wet-milling facilities will see a consolidation of ownership under Cargill, potentially affecting corn suppliers and the broader agricultural market. Employees of the cooperative will face uncertainty regarding their future roles as the dissolution progresses. The substantial increase in accrued liabilities to $3.572 million, largely for member distributions, indicates a focus on returning capital to shareholders ahead of the dissolution.

Risk Assessment

Risk Level: high — The risk level is high due to the approved Plan of Liquidation and Dissolution, which introduces significant uncertainty regarding the cooperative's future operations and asset realization. The cooperative's total assets decreased from $24.900 million at December 31, 2024, to $22.099 million at September 30, 2025, reflecting a decline in its core investment in ProGold LLC and short-term investments. Furthermore, the cooperative's reliance on the sale of its 50% interest in ProGold LLC to Cargill, which is contingent on the Facility Lease expiring on December 31, 2026, presents a single point of failure for its dissolution strategy.

Analyst Insight

Investors should monitor the progress of the Plan of Liquidation and Dissolution closely, particularly the sale of the ProGold LLC interest to Cargill. Given the planned dissolution, investors should anticipate future distributions of proceeds and consider the timing and amount of these distributions in their investment strategy. This is not a long-term hold; focus on the final payout.

Financial Highlights

debt To Equity

N/A

revenue

$12,321,000

operating Margin

N/A

total Assets

$22,099,000

total Debt

N/A

net Income

$1,406,000

eps

$0.09

gross Margin

N/A

cash Position

$2,043,000

revenue Growth

-8.3%

Revenue Breakdown

Key Numbers

• $1.406M — Net Income (for the three months ended September 30, 2025, down from $1.561M in 2024)
• $4.492M — Net Income (for the nine months ended September 30, 2025, slightly down from $4.533M in 2024)
• $22.099M — Total Assets (as of September 30, 2025, a decrease from $24.900M at December 31, 2024)
• $14.257M — Investment in ProGold LLC (as of September 30, 2025, down from $15.588M at December 31, 2024)
• $3.572M — Accrued Liabilities (as of September 30, 2025, a significant increase from $0.204M at December 31, 2024)
• $7.126M — Member Distributions Paid (for the nine months ended September 30, 2025, up from $5.673M in 2024)
• 15,490,480 — Units Issued and Outstanding (as of November 13, 2025)
• $0.23 — Distribution per Membership Unit (authorized by the Board of Directors for October 15, 2025)
• $60,000 — Annual Fee to Cargill (for corn procurement and agency services)
• December 31, 2026 — Facility Lease Expiration (date for ProGold LLC, triggering the sale of Golden Growers' interest)

Key Players & Entities

• Golden Growers Cooperative (company) — registrant and agricultural cooperative association
• Cargill, Incorporated (company) — contracted agent for corn procurement and 50% owner of ProGold LLC
• ProGold Limited Liability Company (company) — joint venture in which Golden Growers Cooperative holds a 50% interest
• Bell Bank (company) — provider of the secured line of credit
• Minnesota Secretary of State (regulator) — recipient of the Notice of Intent to Dissolve
• EDGARhub LLC (company) — filer of the 10-Q form
• Board of Directors (person) — authorized member distributions and has authority for liquidation

FAQ

Risk Factors

• Declining Net Income and Assets [medium — financial]: Net income for the three months ended September 30, 2025, decreased by 9.9% to $1.406 million from $1.561 million in the prior year. Total assets also declined to $22.099 million from $24.900 million, primarily due to a reduction in the investment in ProGold LLC and short-term investments.
• Surge in Accrued Liabilities [high — financial]: Accrued liabilities increased significantly to $3.572 million from $0.204 million as of December 31, 2024. This surge is largely attributable to accrued distributions payable to members, amounting to $3.562 million.
• Dependence on ProGold LLC and Cargill [medium — operational]: The Cooperative's financial performance is significantly tied to its 50% interest in ProGold LLC and its contract with Cargill for corn procurement. The planned sale of the ProGold LLC interest after December 31, 2026, introduces uncertainty regarding future operations and asset distribution.
• Plan of Liquidation and Dissolution [high — financial]: The approved Plan of Liquidation and Dissolution indicates a wind-down of operations, including the sale of the ProGold LLC interest and distribution of assets. This strategic shift creates uncertainty for stakeholders regarding the timing and value of distributions.
• Fluctuations in Corn Revenue and Expenses [medium — market]: Corn revenue for the three months ended September 30, 2025, decreased to $12.321 million from $13.446 million, with a corresponding decrease in corn expense to $12.338 million from $13.464 million. This indicates volatility in the core business operations.

Industry Context

The agricultural cooperative sector is characterized by member-driven operations focused on marketing and processing of agricultural products. Competition often comes from other cooperatives, large agribusiness firms, and direct-to-consumer models. Industry trends include consolidation, technological adoption in farming and processing, and increasing focus on sustainability and supply chain transparency.

Regulatory Implications

Cooperatives operate under specific state and federal regulations governing their structure, governance, and member relations. The plan of liquidation and dissolution will require adherence to legal procedures for asset distribution and winding down operations, potentially involving regulatory oversight to ensure fair treatment of members.

What Investors Should Do

1. Monitor ProGold LLC Sale Process
2. Analyze Distribution Schedule
3. Evaluate Impact of Liquidation on Remaining Operations

Key Dates

• 2025-09-30: End of Third Quarter 2025 — Reporting period for the condensed financial statements, showing a decrease in net income and assets.
• 2024-12-31: End of Fiscal Year 2024 — Prior period financial data for comparison, showing higher total assets and lower accrued liabilities.
• 2026-12-31: Facility Lease Expiration with ProGold LLC — Triggers the sale of Golden Growers' 50% interest in ProGold LLC, a key event in the liquidation plan.
• 2025-10-15: Distribution per Membership Unit Authorized — Indicates ongoing distributions to members, reflecting the cooperative's operational activities prior to full liquidation.

Glossary

ProGold LLC

A limited liability company in which Golden Growers Cooperative holds a 50% interest, involved in corn processing. (A significant investment and operational component for Golden Growers, with its sale being a part of the liquidation plan.)

Accrued Liabilities

Expenses that have been incurred but not yet paid. In this case, primarily distributions payable to members. (A substantial increase in this category signals a significant upcoming outflow of cash to members as part of the cooperative's wind-down.)

Plan of Liquidation and Dissolution

A formal plan approved by the cooperative to wind down its operations, sell assets, and distribute remaining value to its members. (Indicates the cooperative is ceasing operations and transitioning to a distribution phase, impacting future financial reporting and investor outlook.)

Membership Unit

A unit representing a member's stake or participation in the cooperative. (Used for calculating earnings per unit and for distributing assets upon liquidation.)

Year-Over-Year Comparison

Compared to the prior year, Golden Growers Cooperative has experienced a decline in net income for both the three-month and nine-month periods ended September 30, 2025. Total assets have also decreased, primarily due to reductions in investments. A significant shift is the substantial increase in accrued liabilities, driven by member distributions, and the overarching strategic decision to pursue a plan of liquidation and dissolution, indicating a move away from ongoing operations.

Key Financial Figures

• $48.6 million — ecognized corn revenue under ASC 606 of $48.6 million and $47.4 million, respectively. Disag
• $47.4 m — enue under ASC 606 of $48.6 million and $47.4 million, respectively. Disaggregated reve
• $13.1 million — evenue from Method A deliveries totaled $13.1 million and $13.3 million, respectively; and re
• $13.3 m — A deliveries totaled $13.1 million and $13.3 million, respectively; and revenue from M
• $35.5 million — venue from Method B deliveries totaled $35.5 million and $34.1 million, respectively. NOTE
• $34.1 m — B deliveries totaled $35.5 million and $34.1 million, respectively. NOTE 7 DISTRIBUTI

Filing Documents

• form10-q.htm (10-Q) — 364KB
• exhibit31-1.htm (EX-31.1) — 8KB
• exhibit32-1.htm (EX-32.1) — 3KB
• 0001826466-25-000101.txt ( ) — 2289KB
• ggro-20251231.xsd (EX-101.SCH) — 19KB
• ggro-20251231_cal.xml (EX-101.CAL) — 27KB
• ggro-20251231_def.xml (EX-101.DEF) — 45KB
• ggro-20251231_lab.xml (EX-101.LAB) — 152KB
• ggro-20251231_pre.xml (EX-101.PRE) — 116KB
• form10-q_htm.xml (XML) — 333KB

FINANCIAL

PART I. FINANCIAL INFORMATION 1

Financial

Item 1. Financial 1 Item 2.

Managements Discussion and Analysis of Financial Condition and Results of

Managements Discussion and Analysis of Financial Condition and Results of Operations 9 Item 3.

Quantitative and Qualitative Disclosures About Market Risk

Quantitative and Qualitative Disclosures About Market Risk 13

Controls

Item 4. Controls and Procedures 13

OTHER

PART II. OTHER INFORMATION 13

Legal

Item 1. Legal Proceedings 13

Risk

Item 1A. Risk Factors 13 Item 2. Unregistered Sales of Equity Securities and Use of Proceeds 13

Defaults

Item 3. Defaults Upon Senior Securities 13

Mine

Item 4. Mine Safety Disclosures 13

Other

Item 5. Other Information 13

Exhibits

Item 6. Exhibits 14

FINANCIAL INFORMATION

PART I. FINANCIAL INFORMATION

Financial Statements

Item 1. Financial Statements GOLDEN GROWERS COOPERATIVE CONDENSED BALANCE SHEETS (In Thousands) September 30, 2025 December 31, 2024 (Unaudited) (Audited) ASSETS Current Assets: Cash and Cash Equivalents $ 2,043 $ 1,307 Short-Term Investments 5,688 7,328 Other Current Assets 63 298 Total Current Assets 7,794 8,933 Long-Term Investments 48 379 Investment in ProGold LLC 14,257 15,588 Total Assets $ 22,099 $ 24,900 LIABILITIES AND MEMBERS EQUITY Current Liabilities Accrued Liabilities $ 3,572 $ 204 Total Current Liabilities 3,572 204 Members' Equity: Members Equity 18,536 24,732 Membership Units, Authorized 60,000,000 Units, Issued and Outstanding 15,490,480 as of September 30, 2025 and December 31, 2024 Accumulated Other Comprehensive Loss ( 9 ) ( 36 ) Total Members Equity 18,527 24,696 Total Liabilities and Members Equity $ 22,099 $ 24,900 See Notes to Condensed Financial Statements 1 GOLDEN GROWERS COOPERATIVE CONDENSED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (In Thousands, Other Than Share and Per-Share Data) (Unaudited) Three Months Ended Nine Months Ended September 30, 2025 September 30, 2024 September 30, 2025 September 30, 2024 OPERATIONS Corn Revenue $ 12,321 $ 13,446 $ 48,631 $ 47,390 Corn Expense ( 12,338 ) ( 13,464 ) ( 48,682 ) ( 47,432 ) Net Income from ProGold LLC 1,495 1,576 4,845 4,715 General & Administrative Expenses ( 139 ) ( 123 ) ( 535 ) ( 483 ) Net Income from Operations 1,339 1,435 4,259 4,190 Other Income 67 126 233 343 Net Income Before Income Tax $ 1,406 $ 1,561 $ 4,492 $ 4,533 Net Income $ 1,406 $ 1,561 $ 4,492 $ 4,533 Weighted Average Shares/Units Outstanding 15,490,480 15,490,480 15,490,480 15,490,480 Earnings per Share/Membership Unit Primary and Fully Diluted $ 0.09 $ 0.10 $ 0.29 $

FINANCIAL STATEMENTS

FINANCIAL STATEMENTS FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2025 AND 2024 NOTE 1 BASIS OF PRESENTATION The condensed financial statements of Golden Growers Cooperative (the Cooperative) for the three and nine month periods ended September 30, 2025 and 2024 are unaudited and reflect all adjustments consisting of normal recurring adjustments which are, in the opinion of management, necessary for a fair presentation of the financial position and operating results for the interim period. The condensed financial statements should be read in conjunction with the financial statements and notes thereto, contained in the Cooperatives Annual Report on Form 10-K for the fiscal year ended December 31, 2024. The results of operations for the three and nine months ended September 30, 2025 are not necessarily indicative of the results for the entire NOTE 2 EXPENSES The Cooperative contracts with Cargill, Incorporated (Cargill) in connection with the procurement of corn and other agency services for an annual fee of $ 60,000 , which is paid by the Cooperative to Cargill in 4 quarterly installments. The agreements between Cargill and the Cooperative terminate concurrently with Cargills Second Amended and Restated Facility Lease, dated April 4, 2017 (as amended, the Facility Lease) with ProGold Limited Liability Company (ProGold LLC). Effective March 1, 2022, the term of the Facility Lease was extended through December 31, 2026. NOTE 3 PROGOLD LIMITED LIABILITY COMPANY The Cooperative and Cargill each hold a 50 % interest in ProGold LLC. Please refer to Part I, Item 2 of this Quarterly Report on Form 10-Q for more information regarding the Cooperatives ownership interest in ProGold LLC. Following is summary financial information for ProGold LLC, which was derived from the September 30 th unaudited and December 31st audited financial September 30, December 31, (In Thousands) 2025 2024

financial statements for the Cooperatives Annual Report on Form 10-K for the

financial statements for the Cooperatives Annual Report on Form 10-K for the fiscal year ended December 31, 2024. 401(k) Plan The Cooperative has a 401(k) plan that covers employees that meet eligibility requirements. NOTE 6 REVENUE RECOGNITION The Cooperative derives revenue from two sources: operations related to the marketing of members corn and income derived from the Cooperatives membership interest in ProGold LLC. The Cooperative recognizes revenue from its corn marketing operations equal to the value of the corn that is delivered to Cargill and certain purchased corn and agency fees paid by members. 7 Identify Contracts with Customers The Cooperative derives revenue from two sources: operations related to the marketing of members corn to Cargill for processing at the ProGold LLC wet-milling facility. To fulfill that requirement, the Cooperatives members are contractually obligated to annually deliver corn to the Cooperative by either Method A or Method B or a combination of both. Under Method A, a member is required to physically deliver corn to the Cooperative and under Method B a member appoints the Cooperative as its agent to arrange for the acquisition and delivery of corn on the members behalf. The Cooperative contractually appoints Cargill as its agent to arrange for the delivery of the corn by its members who elect to deliver corn using Method A and to acquire corn on its behalf for its members who elect to deliver corn using Method B. In exchange for these services, the Cooperative pays an annual fee of $ 60,000 , paid in quarterly installments. 4 Performance Obligations Members who deliver corn under Method A are paid the market price or contracted price for their corn at the time of delivery, as well as an incentive payment of $ .05 per bushel. Cargill pays the aggregate purchase price for corn purchased from the Cooperatives members to the Cooperative and then, on the Cooperatives behalf, makes individual payments for corn and incenti

Managements Discussion and Analysis of Financial

Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations

Forward Looking Statements

Forward Looking Statements The following discussion and analysis should be read in conjunction with the financial statements and notes thereto included in Item 1 of Part I of this Quarterly Report on Form 10-Q and the audited financial Analysis of Financial Conditions and Results of Operations , included in the Cooperatives Annual Report Form on 10-K for the fiscal year ended December 31, 2024. This Quarterly Report on Form 10-Q contains forward-looking statements that involve risks and uncertainties. Such forward-looking statements include, among others, those statements including the words expect, anticipate, believe, may and similar expressions. The Cooperatives actual results or actions could and likely will differ materially from those anticipated in the

forward-looking statements for many reasons, including but not limited to: (i)

forward-looking statements for many reasons, including but not limited to: (i) the impact of the Cooperatives joint ownership interest in ProGold LLC following Cargills acquisition of a 50% interest in ProGold LLC; (ii) the impact of Cargills announced plans to purchase the Cooperatives 50% interest in ProGold following expiration of Cargills lease of the ProGold facility; (iii) the impact of our memberships approval of the Plan of Liquidation and Dissolution and managements subsequent filing of the Notice of Intent to Dissolve; (iv) fluctuations in the market price per bushel of corn, including as a result of global armed conflicts, severe weather events and other natural conditions, changes to supply and demand, or other factors; (v) the impact of severe weather events and other natural conditions on ProGold LLCs facility or operations and/or Members choice of delivery method; (vi) the effect of inflation as well as general economic conditions; (vii) our expectations with respect to accessing our current debt facility or any other debt facility or other capital sources in the future; (viii) our beliefs regarding the adequacy of our cash on hand to fund working capital and other general corporate expenses; and (ix) other factors described from time to time in the Cooperatives Securities and Exchange Commission filings. The Cooperative does not intend to update the

forward-looking statements contained in this Quarterly Report on Form 10-Q other

forward-looking statements contained in this Quarterly Report on Form 10-Q other than as required by law and qualifies all of its forward-looking statements by these cautionary statements. Overview Golden Growers Cooperative is a value-added agricultural cooperative association governed under Minnesota Statutes Chapter 308B. The Cooperative is owned by 1,446 members and is in the business of providing value to its members by facilitating their delivery of corn to the corn wet-milling facility owned by ProGold Limited Liability Company (ProGold LLC), a Minnesota limited liability company in which the Cooperative and Cargill Incorporated (Cargill) each own a 50% membership interest. The Cooperative accomplishes its business on behalf of its members through its contractual relationships with all of the parties involved in the ownership and operation of the facility. Annually, the Cooperative is required to deliver approximately 15,490,480 bushels of corn to Cargill for processing at the ProGold LLC facility. in ProGold LLC is its primary asset that, in addition to giving the Cooperative the right to receive distributions from ProGold LLC, also provides the Cooperatives members with additional value for the delivery of their corn for processing. 9 The Cooperative, Cargill and ProGold LLC entered into that certain ProGold Limited Liability Company Agreement (the Operating Agreement), effective March 1, 2022, in order to set forth the structure, governance and operation of ProGold LLC. Under the terms of the Operating Agreement, the Cooperative is allocated 50% of the profits and losses of ProGold LLC and is entitled to receive 50% of any cash that is distributed to ProGold LLCs members. The Operating Agreement also sets forth certain triggers under which Cargill agrees to purchase the Cooperatives 50% membership interest in ProGold LLC. On December 20, 2024, the

of the Cooperatives Annual Report on Form 10-K for the fiscal year ended

Item 1 of the Cooperatives Annual Report on Form 10-K for the fiscal year ended December 31, 2024. ProGold Facility Lease. ProGold LLC leases its corn wet milling facility to Cargill, which uses the facility to process corn into high fructose corn syrup. ProGold LLC and Cargill entered into that certain First Amendment to Second Amended and Restated Facility Lease, effective March 1, 2022, which extended the term of the Facility Lease through December 31, 2026. Membership and Delivery Obligations. Any person residing in the United States can own membership units of the Cooperative (Units) as long as that person delivers or provides for the delivery of corn for processing at the ProGold LLC facility. Ownership of Units requires members to deliver bushels of corn to the Cooperative for processing in proportion to the number of Units each member holds. Currently, 15,490,480 Units are issued and outstanding. The Cooperatives income and losses are allocated to its members based on the volume of corn they deliver. Subject to certain limitations, as long as a member patronizes the Cooperative by delivering one (1) bushel of corn for each Unit held by the member, the member will be allocated a corresponding portion of the Cooperatives income (or loss). In this way, the Cooperative operates on a cooperative basis. To hold Units, a member is required to execute a Uniform Member Agreement that obligates the member to deliver corn to the Cooperative and an Annual Delivery Agreement by which each member annually elects the members method to deliver corn - either Method A or Method B, or a combination of both. Under Method A, a member is required to physically deliver the required bushels of corn to the Cooperative either at the facility or another location designated by the Cooperative. Under Method B, a member appoints the Cooperative as its agent to arrange for the acquisition and delivery of the required bushels of corn on the members behalf. The Cooperative appoints Ca

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