Green Plains Inc. Files 8-K with Key Agreements and Financial Updates

TL;DR

GPRE filed an 8-K on 10/27/25 detailing material agreements, financial obligations, and equity sales.

AI Summary

Green Plains Inc. filed an 8-K on October 27, 2025, reporting on several key events. These include entering into a material definitive agreement, creating a direct financial obligation, and unregistered sales of equity securities. The filing also includes Regulation FD disclosures and financial statements/exhibits.

Why It Matters

This 8-K filing signals significant corporate actions and financial commitments by Green Plains Inc., which could impact its operational strategy and financial standing.

Risk Assessment

Risk Level: medium — The filing involves material definitive agreements, financial obligations, and unregistered equity sales, which can introduce financial and operational risks.

Key Players & Entities

• Green Plains Inc. (company) — Registrant
• October 27, 2025 (date) — Date of earliest event reported
• 0001309402-25-000158 (document_id) — Accession Number

FAQ

Key Financial Figures

• $0.001 — ich registered Common Stock, par value $0.001 per share GPRE The Nasdaq Stock Market
• $170 million — exchange (the "exchange transactions") $170 million aggregate principal amount of the 2027
• $30 million — agreements pursuant to which it issued $30 million of 2030 Notes for $30 million in cash (
• $200 million — cash (the "subscription transactions"). $200 million in aggregate principal amount of the 20
• $60 million — the 2030 Notes is now outstanding, and $60 million in aggregate principal amount of the 20
• $75.0 million — outstanding 2030 Notes unless at least $75.0 million aggregate principal amount of 2030 Note
• $1,000 — hares of the company's common stock per $1,000 principal amount of 2030 Notes (equival
• $15.72 — itial conversion price of approximately $15.72 per share of the company's common stock
• $20 million — btedness for borrowed money of at least $20 million; (vi) the rendering of certain judgment
• $20 m — ubsidiaries for the payment of at least $20 million, where such judgments are not dis

Filing Documents

• gpre-20251027.htm (8-K) — 42KB
• exhibit41-indenture.htm (EX-4.1) — 843KB
• exhibit991-pressrelease102.htm (EX-99.1) — 13KB
• imagea.jpg (GRAPHIC) — 15KB
• 0001309402-25-000158.txt ( ) — 1154KB
• gpre-20251027.xsd (EX-101.SCH) — 2KB
• gpre-20251027_lab.xml (EX-101.LAB) — 21KB
• gpre-20251027_pre.xml (EX-101.PRE) — 12KB
• gpre-20251027_htm.xml (XML) — 3KB

01. Entry into a Material Definitive Agreement

Item 1.01. Entry into a Material Definitive Agreement. On October 27, 2025, Green Plains Inc. (the "company") entered into an indenture dated as of October 27, 2025 (the "Indenture") between the company and Wilmington Trust, National Association, as trustee, for the company's 5.25% Convertible Senior Notes due November 2030 (the "2030 Notes") in connection with the previously announced separate, privately negotiated exchange agreements with certain of the holders of its existing 2.25% Convertible Senior Notes due 2027 (the "2027 Notes") to exchange (the "exchange transactions") $170 million aggregate principal amount of the 2027 Notes for $170 million of newly issued 2030 Notes. Additionally, Green Plains today announced the completion of separate, privately negotiated subscription agreements pursuant to which it issued $30 million of 2030 Notes for $30 million in cash (the "subscription transactions"). $200 million in aggregate principal amount of the 2030 Notes is now outstanding, and $60 million in aggregate principal amount of the 2027 Notes remains outstanding with existing terms unchanged. The company used approximately $30 million of the net proceeds from the subscription transactions to repurchase approximately 2.9 million shares of its common stock from certain holders participating in the exchange transactions and subscription transactions. The 2030 Notes will 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 notes will be general senior, unsecured obligations of the company. On or after November 1, 2028, and on or before the 25th scheduled trading day immediately before the maturity date, the company may redeem the 2030 Notes in whole or in part, but only if (i) the 2030 Notes are "Freely Tradable" (as defined in Indenture) as of the date the company sends the related redemption notice and all accrued and unpaid additional interest, if any, has been paid in full as of the immediatel

02. Unregistered Sales of Equity Securities

Item 3.02. Unregistered Sales of Equity Securities. The information disclosed in Item 1.01 is incorporated by reference into this Item 3.02. The 2030 Notes were issued in reliance upon the exemption from registration provided by Section 4(a)(2) of the Securities Act. In determining that the issuance of the 2030 Notes qualified for the exemption from registration provided by Section 4(a)(2) of the Securities Act, the company relied on the following facts: (i) all of the investors were either (A) "accredited investors" within the meaning of Rule 501(a) of Regulation D promulgated under the Securities Act, (B) "qualified institutional buyers" as defined in Rule 144A under the Securities Act or (C) not a "U.S. person" (as defined in Regulation S promulgated under the Securities Act), (ii) the company did not use any form of general solicitation or advertising to offer the 2030 Notes, and (iii) the investment intent of the investors. The issuance of any shares of common stock upon conversion of the 2030 Notes will be made in reliance on an exemption from the Securities Act as exchanges between an issuer exclusively with its existing security holders. The maximum number of shares of common stock issuable upon conversion of the 2030 Notes is 19,083,960, subject to adjustment in accordance with the terms of the Indenture.

01. Regulation FD Disclosure

Item 7.01. Regulation FD Disclosure. On October 28, 2025, the company issued a press release announcing the closing of the 2030 Notes. A copy of the press release is furnished hereto as Exhibit 99.1 and incorporated into this Item 7.01 by reference. The information in this Item 7.01 of Form 8-K, including the accompanying Exhibit 99.1, shall not be deemed "filed" for purposes of Section 18 of the Exchange Act, or otherwise subject to the liability of such section, nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, regardless of the general incorporation language of such filing, except as shall be expressly set forth by specific reference in such filing.

01. Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits. (d) Exhibits. The following exhibits are filed as part of this report. Exhibit No. Description of Exhibit 4.1 Indenture, dated October 27, 2025, between Green Plains Inc. and Wilmington Trust, National Association, as trustee.* 4.2 Form of Global Note representing 5.25% Convertible Senior Notes due 2030 (included as a part of Exhibit 4.1) . 99.1 Press Release, dated October 2 8 , 2025 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) * Pursuant to Item 601(a)(5) of Regulation S-K, certain schedules and similar attachments have been omitted. The registrant hereby agrees to furnish a copy of any omitted schedule or similar attachment to the Securities and Exchange Commission upon request. SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Green Plains Inc. Date: October 28, 2025 By: /s/ Philip B. Boggs Philip B. Boggs Chief Financial Officer (Principal Financial Officer)

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View this 8-K filing on SEC EDGAR