GREEN PLAINS INC. UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL STATEMENTS AND RELATED NOTES THERETO (Form 8-K)

GREEN PLAINS INC.

UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL STATEMENTS

AND RELATED NOTES THERETO

Introduction and Basis of Presentation

On August 22, 2025, Green Plains Inc. (the "Company") and its wholly owned subsidiary, Green Plains Obion LLC ("Green Plains Obion"), entered into an asset purchase agreement for the sale of the ethanol plant located in Rives, Tennessee and certain related assets from subsidiaries (the "Agreement") to POET Biorefining - Obion, LLC ("POET") for $170 million plus $13.8 million of preliminary working capital (the "POET Transaction"). Proceeds from the transaction were used to retire the Company's junior mezzanine notes that were due in 2026, and to supplement corporate liquidity. The POET Transaction was previously described in a Current Report of the Company on Form 8-K filed with the United States Securities and Exchange Commission on August 27, 2025. On September 25, 2025, the Company closed on the POET Transaction, as described in a Current Report of the Company on Form 8-K filed with the United States Securities Exchange Commission on September 26, 2025.

The following unaudited pro forma consolidated balance sheet as of June 30, 2025 of the Company is presented as if the POET Transaction had occurred on June 30, 2025. The unaudited pro forma consolidated statements of operations for the six months ended June 30, 2025, and for the year ended December 31, 2024, are presented as if the POET Transaction had occurred on January 1, 2024.

The unaudited pro forma consolidated balance sheet and statements of operations included herein are for informational purposes only and are not necessarily indicative of the results that might have occurred had the POET Transaction taken place on the respective dates assumed. Actual results may differ significantly from those reflected in the unaudited consolidated pro forma financial statements for various reasons, including but not limited to, the differences between the assumptions used to prepare the unaudited pro forma consolidated financial statements and actual results. The pro forma adjustments in the unaudited pro forma consolidated balance sheet and the statements of operations included herein include the use of estimates and assumptions as described in the accompanying notes. The pro forma adjustments are based on information available to the Company at the time these unaudited pro forma consolidated financial statements were prepared. The Company believes its current estimates provide a reasonable basis of presenting the significant effects of the POET Transaction.

The unaudited pro forma consolidated financial statements should be read in conjunction with the accompanying notes in addition to the following:

•the historical financial statements of the Company as of and for the year ended December 31, 2024, and the related notes included in the Company's Annual Report on Form 10-K for the year ended December 31, 2024;

•the historical unaudited financial statements of the Company as of and for the six months ended June 30, 2025, and the related notes included in the Company's Quarterly Report on Form 10-Q for the quarter ended June 30, 2025.

GREEN PLAINS INC.

UNAUDITED PRO FORMA CONSOLIDATED BALANCE SHEET

AS OF JUNE 30, 2025

(in thousands)

			Green Plains Inc.						Disposition of Obion Ethanol Plant						Pro Forma Adjustments (Note 2)						Pro Forma Consolidated
ASSETS
Current assets
Cash and cash equivalents			$	108,624					$	(126)					$	183,827		(a)			$	165,077
															(127,500)			(b)
Restricted cash			44,096						(6,099)						-						50,195
Accounts receivable, net			78,473						-						-						78,473
Inventories			156,411						18,726						-						137,685
Prepaid expenses and other			17,233						21						-						17,212
Receivable from sale of equity method investment			24,170						-						-						24,170
Derivative financial instruments			7,199						166						-						7,033
Total current assets			436,206						12,688						56,327						479,845
Property and equipment, net			1,066,983						129,005						-						937,978
Operating lease right-of-use assets			63,235						35						-						63,200
Other assets			46,092						7						-						46,085
Total assets			$	1,612,516					$	141,735					$	56,327					$	1,527,108
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities
Accounts payable			$	98,836					$	6,371					$	-					$	92,465
Accrued and other liabilities			44,412						2,245						-						42,167
Derivative financial instruments			11,312						-						-						11,312
Operating lease current liabilities			23,101						12						-						23,089
Product financing arrangement			37,146						-						-						37,146
Short-term notes payable and other borrowings			80,064						-						-						80,064
Current maturities of long-term debt			2,125						82						-						2,043
Total current liabilities			296,996						8,710						-						288,286
Long-term debt			426,002						617						(127,500)			(b)			306,579
															8,694			(c)
Operating lease long-term liabilities			41,872						28						-						41,844
Carbon equipment liabilities			82,008						-						-						82,008
Other liabilities			25,206						-						-						25,206
Total liabilities			872,084						9,355						(118,806)						743,923
Stockholders' equity
Common stock			68						-						-						68
Additional paid-in capital			1,236,469						-						-						1,236,469
Retained earnings (deficit)			(463,442)						132,380						183,827			(a)			(420,689)
															(8,694)			(c)
Accumulated other comprehensive loss			(6,741)						-						-						(6,741)
Treasury stock			(31,174)						-						-						(31,174)
Total Green Plains stockholders' equity			735,180						132,380						175,133						777,933
Noncontrolling interests			5,252						-						-						5,252
Total stockholders' equity			740,432						132,380						175,133						783,185
Total liabilities and stockholders' equity			$	1,612,516					$	141,735					$	56,327					$	1,527,108

GREEN PLAINS INC.

UNAUDITED PRO FORMA CONSOLIDATED STATEMENT OF OPERATIONS

FOR THE YEAR ENDED DECEMBER 31, 2024

(in thousands)

			Green Plains Inc.						Disposition of Obion Ethanol Plant						Pro Forma Adjustments (Note 2)						Pro Forma Consolidated
Revenues			$	2,458,796					$	231,467					$	-					$	2,227,329
Costs and expenses
Cost of goods sold (excluding depreciation and amortization expenses reflected below)			2,328,346						207,461						-						2,120,885
Selling, general and administrative expenses			118,045						4,411						-						113,634
Gain on sale of assets			(30,723)						-						-						(30,723)
Depreciation and amortization expenses			90,587						10,493						-						80,094
Total costs and expenses			2,506,255						222,365						-						2,283,890
Operating income (loss)			(47,459)						9,102						-						(56,561)
Other income (expense)
Interest income			7,560						-						-						7,560
Interest expense			(33,095)						71						14,826			(d)			(18,340)
Other, net			1,696						-						-						1,696
Total other income (expense)			(23,839)						71						14,826						(9,084)
Income (loss) before income taxes and loss from equity method investees			(71,298)						9,173						14,826						(65,645)
Income tax expense			(6,212)						-						-						(6,212)
Loss from equity method investees, net of income taxes			(3,679)						-						-						(3,679)
Net income (loss)			(81,189)						9,173						14,826						(75,536)
Net income attributable to noncontrolling interests			1,308						-						-						1,308
Net income (loss) attributable to Green Plains			$	(82,497)					$	9,173					$	14,826					$	(76,844)
Earnings per share
Net loss attributable to Green Plains - basic and diluted			$	(1.29)																	$	(1.20)
Weighted average shares outstanding
Basic and diluted			63,796																		63,796

GREEN PLAINS INC.

UNAUDITED PRO FORMA CONSOLIDATED STATEMENT OF OPERATIONS

FOR THE SIX MONTHS ENDED JUNE 30, 2025

(in thousands)

			Green Plains Inc.						Disposition of Obion Ethanol Plant						Pro Forma Adjustments (Note 2)						Pro Forma Consolidated
Revenues			$	1,154,344					$	127,963					$	-					$	1,026,381
Costs and expenses
Cost of goods sold (excluding depreciation and amortization expenses reflected below)			1,109,735						123,170						-						986,565
Selling, general and administrative expenses			70,517						2,351						-						68,166
Loss on sale of assets			4,044						-						-						4,044
Depreciation and amortization expenses			49,947						5,634						-						44,313
Impairment of held for sale assets			10,724						-												10,724
Total costs and expenses			1,244,967						131,155						-						1,113,812
Operating loss			(90,623)						(3,192)						-						(87,431)
Other income (expense)
Interest income			1,637						-						-						1,637
Interest expense			(22,812)						73						8,674			(d)			(14,211)
Other, net			(1,554)						-						-						(1,554)
Total other income (expense)			(22,729)						73						8,674						(14,128)
Income (loss) before income taxes and loss from equity method investees			(113,352)						(3,119)						8,674						(101,559)
Income tax expense			(2,400)						-						-						(2,400)
Loss from equity method investees, net of income taxes			(29,116)						-						-						(29,116)
Net loss			(144,868)						(3,119)						8,674						(133,075)
Net income attributable to noncontrolling interests			276						-						-						276
Net loss attributable to Green Plains			$	(145,144)					$	(3,119)					$	8,674					$	(133,351)
Earnings per share
Net loss attributable to Green Plains - basic and diluted			$	(2.22)																	$	(2.04)
Weighted average shares outstanding
Basic and diluted			65,287																		65,287

GREEN PLAINS INC.

NOTES TO PRO FORMA CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

1. BASIS OF PRESENTATION

See "Introduction" for more information regarding the basis of presentation for our unaudited pro forma consolidated financial statements. For the purposes of this pro forma analysis, the sale price, including estimated working capital adjustments, have been allocated. Finalization of working capital adjustments is not expected to materially impact the adjustments shown above.

2. PRO FORMA ADJUSTMENTS

Adjustments under the heading "Pro Forma Adjustments" in the accompanying pro forma consolidated financial statements represent the following:

(a) Reflects cash received at closing on the POET Transaction of $183.8 million, including working capital considerations, and also includes the offsetting impact to equity. The gain on the sale of the Obion ethanol plant is not presented in the pro forma consolidated statement of operations as it is nonrecurring in nature.

(b) Reflects the repayment of junior mezzanine notes of $127.5 million due in 2026.

(c) Reflects the write-off of debt issuance costs as a result of debt extinguishment, which is not presented in the pro forma consolidated statement of operations as it is nonrecurring in nature and will not have a continuing impact on the Company.

(d) Reflects the interest foregone as a result of repayment of debt. For the periods ended December 31, 2024 and June 30, 2025, the weighted average interest rate on the outstanding debt was 11.75%. This amount also includes amortization of debt issuance costs that will no longer continue resulting from repayment.