Green Plains signs conditional $250M–$325M tax-credit deal
A change or proposed change in tax law affecting credit transfer or use can require Green Plains to return the affected purchase price, with interest.
Sentiment and the balance of points
Rhea-AI Sentiment reads the wording of the document, how positive or negative its language is on a 1 to 5 scale. The balance of points shown with the takes weighs what the document actually discloses, so the two can disagree, for example when a trial that missed its main goal is described in upbeat language.
Form Type
8-K
Rhea-AI Filing Summary
Green Plains Inc. entered into an agreement to transfer Section 45Z production tax credits generated at its operating facilities during 2026. Green Plains committed to deliver, and two unaffiliated buyers committed to purchase, at least $250 million and up to $325 million in aggregate, subject to generation, availability and other conditions. An option allows buyers to purchase an additional $30 million, subject to generation and availability.
Green Plains said it will receive $140 million in the fourth quarter for credits generated through June 30, 2026. Credits generated in the third and fourth quarters are to be transferred and monetized in the first half of 2027 after required compliance reporting and applicable closing conditions. One buyer, a U.S. life insurance company, will acquire up to $5 million in the final tranche; the other buyer’s payment obligations are guaranteed by its ultimate parent. The purchase price is payable on each confirmation date against delivery, and its amount is confidential.
1 point · 1 major0 major · 0 points
How this balance works
Rhea-AI gives every point it takes from this document a weight. Minor counts 1, Moderate 3 and Major 9, so one Major point outweighs several Minor ones. The bar adds up the weights on each side, and when neither side holds more than 65% of the total the balance reads Mixed.
It reads the document as published, with the same rules for every company, and it does not look at what the market expected or at how the stock traded, so a point can be objectively good on a day the stock falls.
Rhea-AI Sentiment measures something else, the tone of the wording.
Hollow bars mark forward-looking points. How the balance works
Positive
- Major point. Forward-looking: it has not happened yet and may not happen.Green Plains will receive $140 million cash in the fourth quarter. 15% of market cap
Negative
- None.
Filing Explained
The tax-credit purchase agreement took effect on
8-K Event Classification
3 items: 1.01, 7.01, 9.01
3 items
Item 1.01
Entry into a Material Definitive Agreement
Business
The company signed a significant contract such as a merger agreement, credit facility, or major partnership.
Item 7.01
Regulation FD Disclosure
Disclosure
Material non-public information disclosed under Regulation Fair Disclosure, often investor presentations or guidance.
Item 9.01
Financial Statements and Exhibits
Exhibits
Financial statements, pro forma financial information, or exhibit attachments filed with this report.
Key Figures
Minimum credit purchase commitment: $250 million
Maximum aggregate credit purchase commitment: $325 million
Additional purchase option: $30 million
+2 more
5 metrics
Minimum credit purchase commitment
$250 million
Section 45Z credits generated in 2026; subject to generation, availability and other conditions
Maximum aggregate credit purchase commitment
$325 million
Section 45Z credits generated in 2026; subject to generation, availability and other conditions
Additional purchase option
$30 million
Subject to generation and availability
Cash proceeds
$140 million
Fourth-quarter 2026 cash for credits generated through June 30, 2026
Life-insurance-company buyer’s final tranche
Up to $5 million
Credits acquired in the final funding tranche
Key Terms
Section 45Z credits, carbon intensity (CI) scores, confirmation date, direct, primary-obligor guaranty
4 terms
Section 45Z credits regulatory
"production tax credits available under Section 45Z"
carbon intensity (CI) scores technical
"anticipated credit generation under current carbon intensity (CI) scores"
confirmation date financial
"purchase price ... payable on each confirmation date against delivery"
direct, primary-obligor guaranty financial
"payment obligations unconditionally guaranteed by its ultimate parent"
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
How much cash will GPRE receive from the 45Z credit agreement?
Green Plains said it will receive $140 million in the fourth quarter for credits generated through June 30, 2026. Credits generated in the third and fourth quarters are to be transferred and monetized in the first half of 2027 after required compliance reporting and applicable closing conditions.
What is the size of GPRE’s 45Z credit agreement?
Green Plains committed to deliver, and the buyers committed to purchase, at least $250 million and up to $325 million in aggregate, subject to generation, availability and certain conditions. An option allows buyers to purchase an additional $30 million, subject to generation and availability.
What happens if a tax-law change affects GPRE’s transferred credits?
If a change or proposed change in tax law limits, restricts, reduces or disallows transferred credits, Green Plains’ ability to transfer them, or a buyer’s ability to claim or use them, Green Plains must return the affected buyer’s purchase price for those credits, together with interest. The parties’ rights and obligations for affected credits end, while the agreement continues for unaffected credits.
AI-generated analysis. How Rhea-AI works. Not financial advice.
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): October 29, 2026
_______________________________
(Exact name of registrant as specified in its charter)
_______________________________
| (State or Other Jurisdiction of Incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) | ||||||
(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 | ||||||||||||
_______________________________
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 1.01. Entry into a Material Definitive Agreement.
On October 29, 2026 (the “Execution Date”), Green Plains Inc. (“Seller” and the “Company”), entered into a Tax Credit Purchase Agreement (the “Agreement”) with two unaffiliated parties (“Buyers” and, together with Seller, the “Parties” and, each, a “Party”), pursuant to which Seller agreed to supply production tax credits available under Section 45Z to Buyers from the production of Seller’s ethanol at its operating facilities between January 1, 2026 and December 31, 2026 (the “Production Year”). Under the Agreement, Seller has committed to deliver, and Buyers have committed to purchase, a minimum of $250 million of Section 45Z credits, up to a maximum of $325 million in the aggregate, subject to generation and availability and the satisfaction of certain conditions. The confidential purchase price, which includes a market-based discount for such credits, is payable on each confirmation date against delivery of the corresponding credits, with cash proceeds associated with the first half of 2026 credit generation expected during the fourth quarter and proceeds associated with third and fourth quarters credit generation and any final true-up amounts expected in the first half of 2027.
The Buyers consist of two unaffiliated institutional counterparties: (i) a leading U.S. life insurance company that will acquire up to $5 million of transfer credits in the final funding tranche, and (ii) an investment subsidiary of a Fortune-ranked engineering and construction company that will acquire the balance, with that subsidiary's payment obligations unconditionally guaranteed by its ultimate parent (a direct, primary-obligor guaranty). Payment of the purchase price for each tranche is made on the applicable confirmation date against delivery of the corresponding transfer credits; each Buyer has represented that it will have sufficient cash on hand or access to immediately available funds to make each such payment; and the Company has received the most recent audited financial statements of the primary insurance-company Buyer and of the parent guarantor.
The Agreement became effective on the Execution Date and will continue in full force and effect unless terminated by a Party. The Parties may terminate the Agreement if certain customary events of default occur and are not cured within a certain time period. In addition, if a change or proposed change in tax law limits, restricts, reduces, or disallows any portion of the transferred credits, Seller's ability to transfer such credits, or any Buyer's ability to claim or utilize such credits, Seller is obligated to return to the affected Buyer the portion of the purchase price attributable to the affected credits (together with interest), the parties' rights and obligations with respect to such affected credits terminate, and the Agreement otherwise continues in effect with respect to any unaffected credits. The Agreement contains certain customary representations, warranties, covenants, confidentiality, and indemnity provisions.
The foregoing description of the terms of the Agreement does not purport to be complete and is subject to, and qualified in its entirety by, the form of the Agreement, a copy of which is attached hereto as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 7.01. Regulation FD Disclosure.
On October 30, 2026, the Company issued a press release announcing the agreement to sell production tax credits. 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.
| Exhibit No. | Description of Exhibit | |||||||
| 10.1*† | Tax Credit Purchase Agreement By and Between Green Plains Inc. (“Seller”), and two unaffiliated institutional counterparties ("Buyers") dated October 29, 2026 | |||||||
99.1 | Press Release, dated October 30, 2026 | |||||||
| 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. † Pursuant to Item 601(b)(10)(iv) of Regulation S-K, certain portions of this exhibit, indicated by brackets, have been omitted because such portions are both (i) not material and (ii) the type that the registrant treats as private or confidential. The registrant hereby agrees to furnish an unredacted copy of this exhibit 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 30, 2026 | By: | /s/ Ann Reis | |||||||||
| Ann Reis | |||||||||||
Chief Financial Officer (Principal Financial Officer) | |||||||||||
 | Exhibit 99.1 FOR IMMEDIATE RELEASE | |||||||
Green Plains Enters into Agreement to Monetize 2026 45Z Clean Fuel Production Tax
Agreement increases visibility into cash generation through the transfer of up to $325 million of 45Z credits generated in 2026, providing flexibility to strengthen the balance sheet and reinvest in high-return opportunities
OMAHA, Neb. -- (BUSINESS WIRE) - Green Plains Inc. (NASDAQ: GPRE) today announced an agreement for the transfer of Clean Fuel Production Tax Credits, also known as 45Z tax credits, generated across Green Plains’ operating facilities, all of which are expected to qualify under the program.
The agreement provides for the transfer of a minimum of $250 million of 45Z credits expected to be generated in 2026, and the buyers will purchase additional credits up to a total of $325 million, with an option to purchase an additional $30 million, subject to their generation and availability. The value is based on anticipated credit generation under current carbon intensity (CI) scores across the Green Plains fleet and does not assume incremental investment in additional low-carbon initiatives or future CI improvements, which could drive further credit generation and value.
Green Plains will receive $140 million of cash in the fourth quarter for 45Z tax credits generated through June 30, 2026. Credits generated in the third and fourth quarters of 2026 will be transferred and monetized in the first half of 2027, following completion of required compliance reporting and satisfaction of applicable closing conditions.
“This agreement illustrates the value we’ve built into our low-carbon platform and converts that value into meaningful, predictable cash flow,” said Chris Osowski, President and Chief Executive Officer of Green Plains. “It demonstrates our ability to translate carbon intensity improvements into tangible value for Green Plains and our shareholders, while preserving meaningful upside from further improvements. The transaction increases visibility into cash generation and provides additional flexibility to strengthen the balance sheet and make disciplined, high-return investments across our platform.”
The clean fuel production tax credits generated in 2026 are transferable under the program, subject to actual production volumes and regulatory requirements. The parties may also evaluate opportunities to expand or extend the program to monetize credits generated in future years beyond the initial commitment period. CG/ CRC-IB served as financial advisor to Green Plains in connection with the transaction.
About Green Plains Inc.
Green Plains Inc. (NASDAQ: GPRE) is a leading producer of low-carbon biofuels and value-added products. The company operates a disciplined, performance-driven platform focused on maximizing yield, lowering carbon intensity, and delivering value to stakeholders. Built at scale and designed to perform across market conditions, Green Plains is focused on delivering consistent performance through operational excellence and disciplined execution.
For more information, visit www.gpreinc.com.
Green Plains Inc. Contacts
Investors: Will Joekel, CFA | Vice President of Investor Relations and Treasurer | 402.952.4946 | will.joekel@gpreinc.com
Media: | 402.884.8700 | media@gpreinc.com
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