FALSE000130940200013094022026-01-122026-01-12
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): January 12, 2026
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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:
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| 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:
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| ☐ | 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 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangement of Certain Officers.
The Board of Directors of Green Plains Inc. (the “Company”) has approved the appointment of Ryan Loneman to serve as the General Counsel and Corporate Secretary of the Company effective January 26, 2026. Mr. Loneman, age 42, joins Green Plains from Lindsay Corporation, where he served in a variety of legal roles since 2016, most recently as Vice President - Legal. He previously was Vice President and General Counsel at Signal Security, an international security services franchisor, and practiced law with Kirkland & Ellis LLP. A Nebraska-licensed attorney, he earned his Juris Doctor with distinction from Stanford Law School, and an undergraduate degree in Finance and Philosophy from Creighton University.
The Company entered into an offer letter dated January 8, 2026 (the “Offer Letter”) filed as Exhibit 10.1, and an employment agreement with Mr. Loneman (“Employment Agreement”) effective January 26, 2026 filed as Exhibit 10.2 hereto. Pursuant to the Offer Letter and the Employment Agreement, Mr. Loneman will receive a one-time grant of $200,000 of restricted shares that will vest over a 3 year period, a one-time bonus eligibility of $50,000 for the achievement of certain 100 day milestones, an annual base salary of $300,000, eligibility to participate in the Company’s short-term incentive plan at a target of 80% and eligibility to participate in the Company’s long-term incentive plan. The Offer Letter and Employment Agreement supersede all prior oral or written understandings and agreements with respect to such specific subject matter.
Mr. Loneman has no family relationships with any current director or executive officer of the Company, and there are no transactions or proposed transactions to which the Company is a party, or intended to be a party, in which Mr. Loneman has, or will have, a material interest subject to disclosure under Item 404(a) of Regulation S-K. Mr. Loneman was not chosen pursuant to any arrangement or understanding with any other person.
Item 7.01. Regulation FD Disclosure.
On January 12, 2026, the Company issued a press release announcing the appointment of its General Counsel. 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.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits. The following exhibits are filed as part of this report.
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| Exhibit No. | | Description of Exhibit |
| | |
10.1 | | Offer Letter by and between Green Plains Inc. and Ryan Loneman, dated January 8, 2026 |
10.2 | | Employment Agreement by and between Green Plains Inc. and Ryan Loneman, effective January 26, 2026 |
99.1 | | Press Release, dated January 12, 2026 |
| 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: January 12, 2026 | By: | /s/ Chris G. Osowski | |
| | Chris G. Osowski | |
| | Chief Executive Officer (Principal Executive Officer) | |
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