[10-K/A] Golden Growers Cooperative Amends Annual Report

Rhea-AI Filing Summary

Golden Growers Cooperative amended its annual report to include auditor opinions and updated certifications and disclosed material plans tied to its ProGold investment. The cooperative reports 15,490,480 membership units outstanding and audited net income of $6,041,000 for 2024. The board and Cargill agreed Cargill will purchase Golden Growers' 50% interest in ProGold for $81,000,000 within 30 days after the Facility Lease expires (lease term through December 31, 2026). In January 2025 the cooperative declared a distribution of $3,562,810 ($0.23 per unit) and the board approved submitting a Plan of Liquidation and Dissolution to members for approval at the 2025 meeting. Audits for 2023 and 2024 are unqualified. Financial statements and iXBRL tags are filed with the amendment.

Positive

• Unqualified audit opinions for the 2024 and 2023 financial statements provide assurance on reported results
• Definitive sale framework for the Cooperative's 50% ProGold interest with Cargill at $81,000,000 provides a clear monetization path
• Declared distribution of $3,562,810 ($0.23/unit) in January 2025 demonstrates return of capital to members

Negative

• Plan of Liquidation and Dissolution requires member approval and, if approved, will terminate the cooperative structure and ongoing operations
• Monetization timing tied to lease expiry (Dec 31, 2026) delays cash realization until the Facility Lease terminates
• Single reportable operating segment concentrating economic exposure on ProGold and corn marketing, increasing concentration risk

Insights

Financial Analyst

TL;DR: Material liquidity event and distribution tied to an $81M sale; single-segment cooperative recognized $6.0M net income in 2024.

The cooperative presents unqualified audit opinions for 2023 and 2024 and reported $6,041,000 net income for 2024. Management disclosed an agreement under which Cargill will purchase Golden Growers' 50% interest in ProGold for $81 million following lease expiration; the board has approved submitting a Plan of Liquidation and Dissolution and declared a $3,562,810 distribution ($0.23/unit) in January 2025. The business is operated as a single reportable segment with significant concentrations in corn marketing and the ProGold joint venture. These disclosures are material to member equity value and liquidity planning.

M&A Specialist

TL;DR: A definitive purchase commitment for the ProGold stake and a board-approved liquidation plan make this an explicitly material corporate transaction.

The filing documents a contractual path where Cargill will acquire the cooperative's 50% ProGold interest for $81 million within 30 days after the Facility Lease ends in 2026, and the board intends to seek member approval to liquidate and distribute proceeds. The timeline ties the monetization to the lease expiry, and member approval is required before implementation. From an M&A and corporate-action perspective, this represents a near-term, material disposition that will determine ultimate distributions and governance wind-down steps if members approve the Plan.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K/A
      (Amendment No. 1)

☒ Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the fiscal year ended December 31, 2024

or

☐ Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

____________________________
Commission File No.: 000-53957
___________________________

GOLDEN GROWERS COOPERATIVE
(Exact name of registrant as specified in its charter)

Minnesota	27-1312571
(State of incorporation)	(I.R.S. Employer Identification Number)
1002 Main Avenue W, Suite 5
West Fargo, ND 58078	701-281-0468
(Address of principal executive offices)	(Registrant’s telephone number)

Securities registered pursuant to Section 12(b) of the Act: NONE

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

__________________________________

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

Yes ☐     No ☒

__________________________________

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act.

Yes☐     No ☒

__________________________________

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes ☒     No ☐

__________________________________

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).

Yes ☒     No ☐

__________________________________

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer ☐  Accelerated filer ☐  Non-accelerated filer ☒  Smaller reporting company ☒  Emerging growth company ☐

__________________________________

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

__________________________________

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.☐

__________________________________

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether 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 registrant’s 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 registrant’s Units. Although there is a limited, private market for the registrant’s 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 registrant’s 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 PC’s audit of and opinion on the Cooperative’s 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 Cooperative’s principal executive officer and principal financial officer as required by Sections 302 and 906 of the Sarbanes-Oxley Act of 2002. As required by the rules of the Commission, this Amendment sets forth an amended “Item 15. Exhibits, Financial Statement Schedules” in its entirety, which includes the currently dated certifications of the Cooperative's principal executive officer and principal financial officer as Exhibits 31.1 and 32.1. This Amendment does not otherwise update any exhibits of the Original Filing.

Except as described above, no other changes have been made to the Original Filing. The Original Filing continues to speak as of the dates described in the Original Filing, and the Cooperative has not updated the disclosures contained therein to reflect any events that occurred subsequent to such dates. Accordingly, this Amendment should be read in conjunction with the Cooperative’s filings made with the Commission subsequent to the filing of the Original Filing, as information in such filings may update or supersede certain information contained in this Amendment.

TABLE OF CONTENTS
		Page
Part II
Item 8.	FINANCIAL STATEMENTS AND SUPPLEMENTAL DATA	1
Part IV
Item 15.	EXHIBITS AND FINANCIAL STATEMENT SCHEDULES	1

PART II

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

Item 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

(a)	Documents filed as part of this report.
	1.	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
		Statements of Operations and Comprehensive Income for the Years Ended December 31, 2024, 2023 and 2022
		Statements of Changes in Members’ Equity for the Years Ended December 31, 2024, 2023 and 2022
		Statements of Cash Flows for the 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 Cooperative’s 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 Cooperative’s 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 Cooperative’s 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 Cooperative’s 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 Cooperative’s 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 Cooperative’s 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 from the Cooperative’s Form 8-K filed March 29, 2023.
4.1		Description of the Registrant’s Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934 – filed herewith.

1

Exhibit No.		Exhibit Description
10.1		Form of Uniform Member Agreement is incorporated by reference to Exhibit 10.2 from the Cooperative’s Registration Statement on Form 10 filed April 30, 2010.
10.2		Form of Annual Delivery Agreement is incorporated by reference to Exhibit 10.3 from the Cooperative’s Registration Statement on Form 10 filed April 30, 2010.
10.3		ProGold Limited Liability Company Amended and Restated Member Control Agreement between Golden Growers Cooperative and American Crystal Sugar Company dated September 1, 2009 is incorporated by reference to Exhibit 10.4 from the Cooperative’s Registration Statement on Form 10 filed April 30, 2010.
10.4		Operating Agreement of ProGold Limited Liability Company is incorporated by reference to Exhibit 10.5 from the Cooperative’s Registration Statement on Form 10 filed April 30, 2010.
10.5		Amendment to ProGold Limited Liability Company Member Control Agreement between Golden Growers Cooperative and American Crystal Sugar Company dated April 4, 2017 is incorporated by reference to Exhibit 10.7 from the Cooperative’s Form 10-Q filed May 12, 2017.
10.6		Second Amended and Restated Grain Services Agreement between Golden Growers Cooperative and Cargill, Incorporated dated July 1, 2017 is incorporated by reference to Exhibit 10.6 from the Cooperative’s Form 10-K filed March 9, 2018.
10.7		Second Amended and Restated Corn Supply Agreement between Golden Growers Cooperative and Cargill, Incorporated dated July 1, 2017 is incorporated by reference to Exhibit 10.7 from the Cooperative’s Form 10-K filed March 9, 2018.
10.8		Consent Agreement among Golden Growers Cooperative, Cargill Incorporated, and American Crystal Sugar Company dated April 4, 2017 is incorporated by reference to Exhibit 10.1 from the Cooperative’s Current Report on Form 8-K filed April 10, 2017.
24.1		Power of Attorney (included on the “Signatures” page of this Annual Report on Form 10-K).
31.1		Certification of Chief Executive Officer and Chief Financial Officer pursuant to Securities Exchange Act Rule 17 CFR 13a-14(a) – filed herewith.
32.1		Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350 – filed herewith.
99.1		Audited Financial Statements of ProGold Limited Liability Company for the period ended December 31, 2022 is incorporated by reference to Exhibit 99.2 from the Cooperative’s Form 10 - K filed March 8, 2023.
99.2		Audited Financial Statements of ProGold Limited Liability Company for the year ended December 31, 2023 is incorporated by reference to Exhibit 99.3 from the Cooperative’s Form 10 - K filed March 15, 2024.
99.3		Audited Financial Statements of ProGold Limited Liability Company for the year ended December 31, 2024 – filed herewith.
101		The following materials from this report, formatted in iXBRL (Inline Extensible Business Reporting Language) , are filed herewith: (i) Balance Sheets at December 31, 2024 and December 31, 2023; (ii) Statements of Operations for the years ended December 31, 2024, 2023 and 2022; (iii) Statements of Comprehensive Income for the Years Ended December 31, 2024, 2023 and 2022; (iv) Statement of Changes in Members’ Equity and Comprehensive Income for the years ended December 31, 20234, 2023 and 2022; (v) Statements of Cash Flows for the years ended December 31, 2024, 2023 and 2022; and (vi) Notes to Financial Statements.

2

Exhibit No.		Exhibit Description
104		Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

3

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)
*		/S/ Chris Johnson
Mark Harless (Director)		Chris Johnson (Director)
/S/ Glenn Johnson		*
Glenn Johnson (Director)		Brady Koehl (Director)
*
Larry Vipond (Director, Treasurer)

* By:	/s/ Scott Stofferahn
	Scott Stofferahn, as attorney-in-fact

4

APPENDIX A

INDEX TO THE CONSOLIDATED FINANCIAL STATEMENTS
GOLDEN GROWERS COOPERATIVE FINANCIAL STATEMENTS

Report of Independent Registered Public Accounting Firm (Haynie & Company, PCAOB #457)	A-1
Report of Independent Registered Public Accounting Firm (Widmer Roel, PC, PCAOB #729)	A-2
Balance Sheets as of December, 31, 2024 and 2023	A-3
Statements of Operations and Comprehensive Income for the Years Ended December 31, 2024, 2023 and 2022	A-4
Statements of Changes in Members’ Equity for the Years Ended December 31, 2024, 2023 and 2022	A-5
Statements of Cash Flows for the Years Ended December 31, 2024, 2023 and 2022	A-6
Notes to the Financial Statements	A-7

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Audit Committee, Board of Directors, and Members
Golden Growers Cooperative
West Fargo, North Dakota

Opinion on the Financial Statements

We have audited the accompanying balance sheet of Golden Growers Cooperation (the Company) as of December 31, 2024, and the related statements of operations, comprehensive income, changes in members’ equity, and cash flows for the year then ended, and the related notes (collectively referred to as the financial statements). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2024, and the results of its operations and its cash flows for the year ended December 31, 2024, in conformity with accounting principles generally accepted in the United States of America.

The Company’s balance sheet as of December 31, 2023 and the related statements of operations, comprehensive income, changes in members’ equity and cash flows for each of the two years in the period ended December31, 2023 were audited by other auditors whose report dated March 12, 2024, expressed an unqualified opinion on those financial statements.

Basis for Opinion

These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audit. 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 the Company 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 audit 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. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audit, 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 Company’s internal control over financial reporting. Accordingly, we express no such opinion.

Our audit 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 audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audit provided a reasonable basis for our opinion.

Critical Audit Matters

Critical Audit matters are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. We determined that there are no critical audit matters.

/s/ Haynie & Company

Salt Lake City, UT

March 18, 2025

We have served as the Company’s auditor since 2024.

A-1

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Audit Committee, Board of Directors and Members
Golden Growers Cooperative
West Fargo, North Dakota

Opinion on the Financial Statements

We have audited the accompanying balance sheet of Golden Growers Cooperative as of December 31, 2023, and the related statements of operations, comprehensive income, changes in members’ equity and cash flows for the periods ended December 31, 2022 and December 31, 2023, and the related notes (collectively referred to as the financial statements). In our opinion, the 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 Cooperative’s management. Our responsibility is to express an opinion on the Cooperative’s 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 Cooperative’s 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 made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

Critical Audit Matters

Critical Audit matters are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. We determined that there are no critical audit matters.

/s/ Widmer Roel PC

We served as the Cooperative’s auditor from 2008 to 2024.

Fargo, North Dakota
March 12, 2024

A-2

GOLDEN GROWERS COOPERATIVE

     BALANCE SHEETS
DECEMBER 31, 2024 AND 2023

(Dollars In Thousands)

		December 31,
ASSETS		2024			2023
Current Assets:
Cash and Cash Equivalents	$	1,307		$	2,097
Short-Term Investments		7,328			4,548
Other Current Assets		298			318
Total Current Assets		8,933			6,963
Long-Term Investments		379			2,788
Investment in ProGold LLC		15,588			17,073
Total Assets	$	24,900		$	26,824
LIABILITIES AND MEMBERS’ EQUITY
Current Liabilities
Accounts Payable	$	—		$	—
Accrued Liabilities		204			421
Total Current Liabilities		204			421
Commitments and contingencies (Note 8)
Members' Equity:
Members’ Equity Membership Units, Authorized 60,000,000 Units, Issued and      Outstanding 15,490,480 as of December 31, 2024 and      December 31, 2023		24,732			26,436
Accumulated Other Comprehensive Loss		(36	)		(33	)
Total Members’ Equity		24,696			26,403
Total Liabilities and Members’ Equity	$	24,900		$	26,824

See accompanying Report of Independent Registered Public Accounting Firm and Notes to the Financial Statements.

A-3

GOLDEN GROWERS COOPERATIVE

STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME
FOR THE YEARS ENDED DECEMBER 31, 2024, 2023 AND 2022

(Dollars In Thousands)

		December 31,			December 31,			December 31,
		2024			2023			2022
OPERATIONS
Corn Revenue	$	61,998		$	88,019		$	107,409
Corn Expense		(62,033	)		(88,278	)		(107,451	)
Net Income from ProGold LLC		6,240			6,084			6,751
General & Administrative Expenses		(608	)		(615	)		(537	)
Net Income from Operations		5,597			5,210			6,172
Other Income		444			121			508
Net Income	$	6,041		$	5,331		$	6,680
Weighted Average Shares/Units Outstanding		15,490,480			15,490,480			15,490,480
Earnings per Share/Membership Unit
Primary and Fully Diluted	$	0.39		$	0.34		$	0.43

(Dollars In Thousands)

		December 31,			December 31,			December 31,
		2024			2023			2022
COMPREHENSIVE INCOME
Net Income	$	6,041		$	5,331		$	6,680
Unrealized gain (loss) on investments		(3	)		234			(267	)
Comprehensive Income	$	6,038		$	5,565		$	6,413

See accompanying Report of Independent Registered Public Accounting Firm and Notes to the Financial Statements.

A-4

GOLDEN GROWERS COOPERATIVE

STATEMENTS OF CHANGES IN MEMBERS’ EQUITY
FOR THE YEARS ENDED DECEMBER 31, 2024, 2023 AND 2022

(Dollars In Thousands)

		Total
		Members’
		Equity
BALANCE December 31, 2021	$	27,747
Net income		6,680
Member distributions		(6,506	)
Unrealized loss on investments		(267	)
BALANCE December 31, 2022	$	27,654
Net income		5,331
Member distributions		(6,816	)
Unrealized gain on investments		234
BALANCE December 31, 2023	$	26,403
Net income		6,041
Member distributions		(7,745	)
Unrealized loss on investments		(3	)
BALANCE December 31, 2024	$	24,696

See accompanying Report of Independent Registered Public Accounting Firm and Notes to the Financial Statements.

A-5

GOLDEN GROWERS COOPERATIVE

STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED DECEMBER 31, 2024, 2023 AND 2022

(Dollars In Thousands)

		December 31,			December 31,			December 31,
		2024			2023			2022
Cash Flows from Operating Activities
Net Income	$	6,041		$	5,331		$	6,680
Net (Income) from ProGold LLC		(6,240	)		(6,084	)		(6,751	)
Realized (Gain) Loss - Investments		—			266			(286	)
Changes in assets and liabilities
Other Current Assets		20			(10	)		(53	)
Accrued liabilities and payables		(217	)		216			—
Net Cash Used in Operating Activities		(396	)		(281	)		(410	)
Cash Flows from Investing Activities
(Purchase) of investments		(8,802	)		(2,312	)		(2,039	)
Proceeds from investments		8,428			2,016			—
Investment in ProGold LLC		—			—			(89	)
Distribution received from ProGold LLC		7,725			7,344			9,595
Net Cash Provided in Investing Activities		7,351			7,048			7,467
Cash Flows from Financing Activities
Member distributions paid		(7,745	)		(6,816	)		(6,506	)
Net Cash Used by Financing Activities		(7,745	)		(6,816	)		(6,506	)
Increase (Decrease) in Cash and Cash Equivalents		(790	)		(49	)		551
Cash and Cash Equivalents, Beginning of Year		2,097			2,146			1,595
Cash and Cash Equivalents, End of Year	$	1,307		$	2,097		$	2,146
Supplemental Schedule of Non-Cash Financing and Investing Activity
Unrealized Gain (Loss) on Investments	$	(3	)	$	234		$	(267	)

See accompanying Report of Independent Registered Public Accounting Firm and Notes to the Financial Statements.

A-6

GOLDEN GROWERS COOPERATIVE

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 Crystal’s 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 Code, became Golden Growers Cooperative, a Minnesota cooperative association governed by Minnesota Statutes chapter 308B as a cooperative for state law purposes but taxed as a partnership under Subchapter K of the Internal Review Code for tax purposes. Golden Growers Cooperative succeeded to the business of Golden Growers — North Dakota and except for changes to the structure and operations as a result of the reincorporation and statutory conversion, continues to operate the business of Golden Growers — North Dakota.

As part of the Conversion, GG-ND’s members exchanged their shares of Class A Common Voting Membership Stock and Class B Non-Voting Equity Stock for identical and equal shares of such stock in GG-MN. Each member’s single share of Class A Common Voting Membership Stock was redeemed for $150 and each member received membership units in GG-MN equal to the number of shares of Class B Non-Voting Equity Stock each member held in GG-ND prior to the Merger.

Prior to September 1, 2009, ownership of membership stock, which signified membership in the Cooperative, was restricted to producers of agricultural products. The ownership of equity stock was restricted to members of the Cooperative. Preferred stock could be held by persons who were not members of the Cooperative. At August 31, 2009 and 2008, the Cooperative had 10,000 shares of non-voting, $1,000 par-value preferred stock authorized, of which none were issued or outstanding. Equity requirements, as determined by the board of directors, could be retained from amounts due to patrons and credited to members’ equity in the form of unit retains or allocated patronage.

The Cooperative reserved the right to acquire any of its stock offered for sale and the right to recall the stock of any member. In the event this right was exercised, the consideration paid for such stock was 25% of its book value.

Beginning September 1, 2009, ownership of membership units is available to any person or entity residing in the United States of America. Net proceeds or losses will be allocated to members on the basis of their patronage of the Cooperative.

In connection with the Conversion, the Cooperative changed its fiscal year end to December 31.

A-7

GOLDEN GROWERS COOPERATIVE

NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2024, 2023 AND 2022

NOTE 2 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Significant Accounting Policies:

Receivables - The Cooperative charges members an agency fee in connection with corn procurement services provided to the members. The Cooperative has tracked historical loss information for its member receivables and has compiled historical credit loss percentages for different aging categories. The Cooperative’s member receivables are included in Other Current Assets in the accompanying balance sheets and totaled $224,000 as of December 31, 2024, $220,000 as of December 31, 2023 and $224,000 as of December 31, 2022.

The Cooperative believes that the historical loss information it has compiled is a reasonable base on which to determine expected credit losses for member receivables held at December 31, 2024 and 2023 because the composition of the member receivables at those dates are consistent with that used in developing the historical credit-loss percentages (i.e., the similar risk characteristics of its members and its lending practices have not changed significantly over time). Additionally, the Cooperative has determined that the current and reasonable and supportable forecasted economic conditions are consistent with the economic conditions included in the historical information. As a result, the historical loss rates have not been adjusted for differences in current conditions or forecasted changes. Accordingly, there was no allowance for credit losses at December 31, 2024 and 2023.

Investments – The Cooperative’s investment in ProGold is recorded at historical cost plus its pro-rata share of ProGold’s net income and additional paid-in capital less distributions received from ProGold.

The Cooperative classifies its debt securities into held-to-maturity, trading, or available-for-sale categories. Debt securities are classified as held-to-maturity when the Cooperative has the positive intent and ability to hold the securities to maturity. Held-to-maturity securities are recorded as either short-term or long-term on the balance sheet based on contractual maturity date and are stated at amortized cost. Debt securities not classified as held-to-maturity or as trading are classified as available-for-sale and are carried at fair market value, with unrealized gains and losses included in the determination of comprehensive income and reported as a component of stockholders’ equity.

The Cooperative establishes an allowance for credit losses on debt securities where the fair value is less than the amortized cost basis to the extent the unrealized loss is due to credit losses. The expected credit losses are presented as loss on investments in the accompanying statement of operations. The Cooperative’s process for establishing the allowance for credit losses considers the risk characteristics of the security class. To the extent possible, losses are estimated collectively for classes of securities with similar risk characteristics. For securities that do not share similar risk characteristics with others, the losses are estimated individually. For available-for-sale debt securities, losses are estimated at the individual security level. The Cooperative’s allowance for credit losses are influenced by a variety of factors, including portfolio credit quality and general economic conditions. General economic conditions are forecasted using economic variables which will create volatility as those variables change over time. The Cooperative’s allowance for credit losses on it’s held to maturity securities and its available for sale securities was not significant as of December 31, 2024 and 2023. The Cooperative did not recognize any credit losses on it’s held to maturity securities and available for sale securities for the years ended December 31, 2024 and 2023.

Cash and Cash Equivalents — The Cooperative considers all demand accounts and overnight sweep accounts to be cash equivalents. Cash equivalents do not include money market accounts maintained by the Cooperative’s investment managers. Cash equivalents do not include any investment with a stated maturity date, regardless of the term to maturity.

Income Taxes –Golden Growers Cooperative is taxed as a limited liability company under Subchapter K of the Internal Revenue Code. As such, the Cooperative is generally not subject to income taxes. Instead, net income is reported by its members who will be responsible for any income taxes which may be due. The Cooperative’s net financial basis in its assets and liabilities exceeded its tax basis by approximately $5.3 million and $6.1 million as of December 31, 2024 and 2023, respectively.

A-8

GOLDEN GROWERS COOPERATIVE

NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2024, 2023 AND 2022

Property and Equipment — Property and equipment are stated at cost. Depreciation on assets placed in service is provided using the straight-line method over estimated useful lives ranging from 5 to 10 years.

Accounting Estimates — The preparation of the financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

Revenue Recognition — Revenue from marketing of members’ corn is recognized as a point in time upon delivery of the corn to the cooperative.

The Cooperative’s 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, the Cooperative, at the request of the member, arranges for the acquisition and delivery of corn on the member’s behalf. For those members delivering under Method A, the Cooperative has an agreement with Cargill, Inc. (“Cargill”) in which Cargill coordinates the delivery of the corn to the ProGold plant by the Cooperative’s members. For those members delivering under Method B, the Cooperative has an agreement with Cargill in which Cargill acquires corn on behalf of the Cooperative’s members in fulfillment of the members’ delivery commitments. In exchange for these services, the Cooperative pays Cargill an annual fee of $60,000, paid in 4 quarterly installments.

In fiscal year 2024, the Cooperative paid members who deliver corn under Method A an incentive payment of $.05 per bushel while members who elect Method B to deliver corn pay the Cooperative a $.02 per bushel fee for the cost of having the Cooperative deliver corn on their behalf. For fiscal year 2025, the Cooperative will pay a $.05 per bushel Method A incentive payment and assess a $.02 Method B fee. The board has the discretion to change the incentive fees based on the Cooperative’s corn delivery needs. The delivery fees are a component of Corn Expense.

With respect to all Method A corn deliveries, members who deliver corn under Method A are paid the market or contracted price for their corn. However, per agreement with the Cooperative, Cargill reports the purchase price as the product of Method A bushels delivered during a month and the average market price for the month. If at the conclusion of the year, a Method A member fails to fully satisfy the corn delivery requirement, Cargill will purchase replacement corn. The member with a Method A shortfall will be responsible for a purchased corn fee payable to Cargill and a fee determined by the Board of Directors for all bushels needed to complete their annual Method A delivery.

With respect to Method B corn deliveries, the Cooperative shall notify Cargill of the number of Method B bushels to be purchased during the quarter. Cargill will certify to the Cooperative that it has purchased the necessary Method B bushels. Method B corn revenue will be determined to be equal to the price paid. The Cooperative has determined Corn Expense for Method B deliveries based on the average quarterly market price per bushel reported by Cargill to the Cooperative’s members for Method A quarterly deliveries.

Concentrations - Several times during the year, the Cooperative maintained a cash balance in excess of the Federal Deposit Insurance Corporation (“FDIC”) limits. At December 31, 2024, the Cooperative’s cash balance exceeded the FDIC insurance limits by approximately $1.1 million.

Fair Value Measurements - The Cooperative has determined the fair value of certain assets and liabilities in accordance with the provisions of Accounting Standards Codification (“ASC”) 820-10, which provides a framework for measuring fair value under generally accepted accounting principles.

A-9

GOLDEN GROWERS COOPERATIVE

NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2024, 2023 AND 2022

ASC 820-10 defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. ASC 820-10 requires that valuation techniques maximize the use of observable inputs and minimize the use of unobservable inputs. ASC 820-10 also establishes a fair value hierarchy, which prioritizes the valuation inputs into three broad levels.

Level 1 inputs consist of quoted prices in active markets for identical assets or liabilities that the reporting entity has the ability to access at the measurement date. Level 2 inputs are inputs other than quoted prices included within Level 1 that are observable for the related asset or liability. Level 3 inputs are unobservable inputs related to the asset or liability.

NOTE 3 – RECENTLY ADOPTED ACCOUNTING PRONOUNCEMENTS

Beginning in 2024 annual reporting, the Cooperative adopted Accounting Standards Update (ASU) No. 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures (ASU 2023-07) that was issued by the Financial Accounting Standards Board (FASB). This new standard requires an enhanced disclosure of significant segment expenses on an annual basis. Upon adoption, the guidance was applied retrospectively to all prior periods presented in the financial statements.

Operating Segments and Related Disclosures

The Cooperative is managed as a single reportable operating segment, which markets members’ corn for processing at ProGold LLC’s corn wet-milling plant, and derives income from its investment in ProGold LLC. The single segment information aligns with how the Cooperative’s Chief Operating Decision Maker (“CODM”) reviews and manages the Cooperative’s business. The Cooperative’s CODM is the Executive Vice President.

Financial information and annual operating plans and forecasts are prepared and reviewed by the CODM at the entity level. The CODM assesses performance for the segment and decides how to better allocate resources based on net income that is reported on the Statements of Operations. The Cooperative’s objective in making resource allocation decisions is to optimize the financial results. The accounting policies of the Cooperative’s single segment are the same as those described in the summary of significant accounting policies herein.

For single reportable segment-level financial information, total assets, and significant non-cash transactions, see Financial Statements.

A-10

GOLDEN GROWERS COOPERATIVE

NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2024, 2023 AND 2022

NOTE 4 — PROGOLD LIMITED LIABILITY COMPANY

For the first two months of 2022, the Cooperative had a 49% ownership interest in ProGold LLC. For the last ten months of 2022 and all of 2023 and 2024, the Cooperative had a 50% ownership interest in ProGold LLC. Following is summary financial information for ProGold LLC:

						December 31,
(In Thousands)			2024			2023			2022
Current Assets		$	293		$	201		$	223
Long-Term Assets			30,069			33,945			36,475
Total Assets		$	31,262		$	34,146		$	36,398
Current Liabilities		$	88		$	—		$	31
Long-Term Liabilities			—			—			—
Total Liabilities			88			—			31
Members’ Equity			31,174			34,146			36,667
Total Liabilities and Members’ Equity		$	31,262		$	34,146		$	36,698
Rent Revenue on Operating Lease		$	15,825		$	15,810		$	17,468
Expenses			3,345			3,641			3,919
Net Income		$	12,480		$	12,169		$	13,549

NOTE 5 — INVESTMENTS

The Cooperative has determined fair value of its investments based on Level 2 inputs.

December 31, 2024:		Level 1			Level 2			Level 3			Total
Corporate Bonds - Held to Maturity	$	—		$	2,665		$	—		$	2,665
Fixed Income Funds - Available for Sale		—			710			—			710
Money Market & CD’s		—			4,328			—			4,328
	$	—		$	7,703		$	—		$	7,703
December 31, 2023:
Corporate Bonds - Held to Maturity	$	—		$	6,030		$	—		$	6,030
Fixed Income Funds - Available for Sale		—			685			—			685
Money Market & CD’s		—			601			—			601
	$	—		$	7,316		$	—		$	7,316

A-11

GOLDEN GROWERS COOPERATIVE

NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2024, 2023 AND 2022

The Cooperative’s investments are as follows as of December 31, 2024 and 2023 (in thousands):

		Amortized			Unrealized			Unrealized
		Cost			Gains			Losses			Fair Value
December 31, 2024:
Corporate Bonds - Held to Maturity	$	2,669		$	17		$	(21	)	$	2,665
Fixed Income Funds		746						(36	)		710
Money Market & CD’s		4,328			—			—			4,328
	$	7,743		$	17		$	(57	)	$	7,703
December 31, 2023:
Corporate Bonds - Held to Maturity	$	6,050		$	30		$	(50	)	$	6,030
Fixed Income Funds		718						(33	)		685
Money Market & CD’s		601			—			—			601
	$	7,369		$	30		$	(83	)	$	7,316

Corporate bond maturities are as follows as of December 31, 2024 (in thousands):

			Net
			Carrying
			Amount			Fair Value
Due in 1 year or less		$	2,290		$	2,304
Due in 2 to 5 years			327			326
Due in 6 to 10 years			52			35
		$	2,669			$ 2,665

The following table shows the gross unrealized losses and fair value of the Cooperative’s securities with unrealized losses that are not deemed to have credit losses, aggregated by investment category and length of time that individual securities have been in a continuous unrealized loss position, at December 31, 2024 and 2023:

		Less than 12 Months						More than 12 Months
					Unrealized						Unrealized
December 31, 2024:		Fair Value			Losses			Fair Value			Losses
Corporate Bonds - Held to Maturity	$	36		$	(15	)	$	95		$	(5	)
Fixed Income Funds		34			—			676			(36	)
	$	70		$	(15	)	$	771		$	(41	)
December 31, 2023:
Corporate Bonds - Held to Maturity	$	1,037		$	(18	)	$	1,433		$	(32	)
Fixed Income Funds		201			(1	)		484			(32	)
	$	1,238		$	(19	)	$	1,917		$	(64	)

A-12

GOLDEN GROWERS COOPERATIVE

NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2024, 2023 AND 2022

The Cooperative has determined that the unrealized losses are deemed to be temporary impairments as of December 31, 2024 and 2023. The Cooperative believes that the unrealized losses generally are caused by interest rate increases and increases in the risk premiums required by market participants rather than an adverse change in cash flows or a fundamental weakness in the credit quality of the issuer or underlying assets.

NOTE 6 — INCOME TAXES

The Cooperative follows the provisions of ASC 740-10 related to accounting for uncertainty in income taxes.

The Cooperative had no unrecognized tax benefits on December 31, 2024 and 2023. No interest or penalties are recognized in the statements of operations or in the balance sheets.

The Cooperative recognized no income tax expense for the years ended December 31, 2024, 2023 and 2022.

NOTE 7 — EMPLOYEE BENEFIT PLANS

Pension Plan — In December 2012, the Cooperative approved a change to freeze the Cooperative’s defined benefit pension plan as of January 1, 2013. As a result, no additional benefits accrued to participants in the plan. During the years ended December 31, 2024, 2023 and 2022, there were no pension expenses.

In December 2022, the Cooperative approved a resolution to terminate the plan on March 31, 2023. The process of terminating the plan included the purchase of annuities from the assets of the plan to satisfy payment of vested benefits to the remaining participant as prescribed by the Pension Benefit Guarantee Corporation’s standard termination process.

There were sufficient funds to purchase an annuity for the plan’s remaining participant to pay all of the benefits owed under the plan. In May 2024, excess funds totaling $37,603 were returned to the Cooperative and in August the Cooperative paid an excise tax to the U.S. Treasury in the amount of $18,802. The Cooperative was notified of the plan termination on August 6, 2024.

401(k) Plan — The Cooperative has a 401(k) plan that covers employees that meet eligibility requirements. The Cooperative’s contributions to the plan totaled $7,983, $7,693, and $7,325 for the years ended December 31, 2024, 2023 and 2022, respectively.

NOTE 8 — COMMITMENTS AND CONTINGENCIES

The Cooperative contracted with Cargill, Incorporated in connection with the procurement of corn which includes payments of $60,000 in 2024. The contract continues through 2026.

On March 1, 2022, the Cooperative and Cargill entered into that certain ProGold Limited Liability Company Agreement (the “Operating Agreement”). The Operating Agreement defined a triggering event, whereby the Cooperative and Cargill would work together to finalize a long-term joint venture agreement for the structure, governance and operation of ProGold according to certain operating principles and other guideline terms. In December of 2024, the Cooperative and Cargill determined that a long-term joint venture would not be possible and that Cargill will purchase the Cooperative’s 50% interest in ProGold for $81 million within 30 days following expiration of the Facility Lease pursuant to the terms of the Operating Agreement.

In January 2025, the Cooperative’s Board of Directors approved a resolution to submit to the members for their approval at the 2025 Annual Member Meeting a Plan of Liquidation and Dissolution of the Cooperative providing (i) for approval of the sale of the Cooperative’s 50% interest in ProGold pursuant to the terms of the Operating Agreement and distribution of the proceeds of such sale, along with all other assets of the Cooperative, to the members; and (ii) granting the Board of Directors authority to negotiate, execute and file all agreements, documents or instruments necessary to effect such liquidation and dissolution of Golden Growers Cooperative. If approved by the Cooperative’s members at the 2025 Annual Member Meeting, the Cooperative will implement the Plan of Liquidation and Dissolution as presented to the members.

A-13

GOLDEN GROWERS COOPERATIVE

NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2024, 2023 AND 2022

NOTE 9 – LINE OF CREDIT

The Cooperative established a $2,000,000 line of credit with a variable interest rate based on the prime rate that terminates on October 16, 2026. The line of credit is secured by the Investment Management Agency account for Golden Growers maintained by Bell Bank. There is no outstanding balance as of December 31, 2024 and 2023.

NOTE 10 - SUBSEQUENT EVENTS

In January of 2025, the Cooperative declared a distribution of $3,562,810, or $0.23 per outstanding membership unit.

See Note 8 regarding the Board’s approval of a resolution to submit to the members for their approval a Plan of Liquidation and Dissolution of the Cooperative.

Management evaluated all other activity of the Cooperative through March 18, 2025, the date to which the financial statements were available to be issued, and concluded that, other than the matters described above, no other subsequent events have occurred that would require recognition in the financial statements or disclosure in the notes to the financial statements.

A-14

FAQ

What is Golden Growers Cooperative (GGROU) proposing regarding ProGold?

The Cooperative disclosed that Cargill will purchase Golden Growers' 50% interest in ProGold for $81,000,000 within 30 days after the Facility Lease expires (lease through December 31, 2026).

Has Golden Growers declared any distributions to members?

Yes. In January 2025 the Cooperative declared a distribution of $3,562,810, equal to $0.23 per membership unit.

What were Golden Growers' reported net income and units outstanding for 2024?

The Cooperative reported net income of $6,041,000 for 2024 and had 15,490,480 membership units outstanding.

What corporate action will members vote on at the 2025 meeting?

The board approved submitting a Plan of Liquidation and Dissolution to members for approval, which would authorize sale of the ProGold interest and distribution of proceeds and other assets.

Are the Cooperative's financial statements audited?

Yes. The amendment includes unqualified audit reports for 2024 (Haynie & Company) and 2023 (Widmer Roel PC).