FALSE000130940200013094022025-09-252025-09-25
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_________________
FORM 8-K
_________________
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): September 25, 2025
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GREEN PLAINS INC.
(Exact name of registrant as specified in its charter)
_______________________________
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| Iowa | 001-32924 | 84-1652107 |
| (State or Other Jurisdiction of Incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) |
1811 Aksarben Drive
Omaha, Nebraska 68106
(Address of Principal Executive Offices) (Zip Code)
(402) 884-8700
(Registrant's telephone number, including area code)
(Former name or former address, if changed since last report)
Securities registered pursuant to Section 12(b) of the Act:
| | | | | | | | | | | | | | |
| Title of each class | | Trading Symbol(s) | | Name of each exchange on which registered |
| Common Stock, par value $0.001 per share | | GPRE | | The Nasdaq Stock Market LLC |
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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| | | | | | | | |
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 2.01. Completion of Acquisition of Disposition of Assets.
On August 27, 2025, Green Plains Inc. (the “Company”) announced that 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 (the “Agreement”) to POET Biorefining - Obion, LLC. On September 25, 2025, the Company closed on the sale and received proceeds of $170 million plus related working capital (the “POET Transaction”).
This Form 8-K provides pro forma financial information for the POET Transaction as described in Item 9.01 below.
Item 9.01. Financial Statements and Exhibits.
(b) Pro Forma Financial Information.
The unaudited pro forma condensed consolidated balance sheet of Green Plains Inc. as of June 30, 2025, and the unaudited pro forma condensed consolidated statements of operations for the six months ended June 30, 2025, and for the fiscal year ended December 31, 2024, and notes thereto, are attached as Exhibit 99.1 to this Form 8-K and incorporated in this Item 9.01(b) by reference.
(d) Exhibits. The following exhibits are filed as part of this report.
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| Exhibit No. | | Description of Exhibit |
| | |
99.1 | | Unaudited Pro Forma Consolidated Financial Statements |
| 104 | | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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.
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| Green Plains Inc. | |
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| Date: October 1, 2025 | By: | /s/ Philip B. Boggs | |
| | Philip B. Boggs | |
| | Chief Financial Officer
(Principal Financial Officer) | |
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