[8-K] Green Plains, Inc. Reports Material Event

Rhea-AI Filing Summary

Green Plains Inc. announced the appointment of Chris Osowski as Chief Executive Officer and director, replacing the interim principal executive officer and dissolving the interim Executive Committee. Mr. Osowski joins from internal executive ranks, bringing over 20 years of experience in chemical, agribusiness and renewable energy sectors and holds an MBA and a BS in Agriculture and Biosystems Engineering.

The company agreed to an Employee Agreement providing Mr. Osowski a $650,000 base salary, a $50,000 one-time special bonus tied to first-100-day deliverables, a target annual bonus equal to 100% of base salary, restricted stock and performance share awards each with $700,000 grant-date fair value, and customary benefits. Severance provisions provide lump-sum pay equal to one times (or 2.5 times if within 24 months of a change in control) base salary plus target bonus and accelerated equity vesting in certain termination scenarios. The company also promoted Trent Collins to Senior Vice President of Operations with a $315,600 base salary and equity awards valued at $132,000 each.

Positive

• Experienced internal appointment: CEO has 20+ years in relevant sectors and internal Executive Committee experience, supporting continuity
• Clear succession: Interim Executive Committee dissolved and permanent CEO named, reducing leadership uncertainty
• Performance alignment: Significant portion of CEO pay is equity-based with performance share units and vesting conditions
• Promotion supports operations: Internal promotion of Trent Collins provides continuity in operations leadership

Negative

• Material equity grants: CEO awards total $1.4 million grant-date fair value, which may contribute to future shareholder dilution
• Severance exposure: Termination provisions include up to 2.5x salary plus target bonus on change in control, creating potential contingent liabilities
• Cash compensation level: CEO base salary of $650,000 and SVP salary of $315,600 increase recurring compensation expense

Insights

Financial Analyst

TL;DR: CEO appointment provides operational leadership with meaningful compensation and severance, modest near-term cash impact but potential long-term equity dilution.

The appointment installs an experienced internal executive as CEO, which can support continuity in operations and strategy execution. Total near-term cash commitments include base salaries and a $50,000 special bonus contingent on short-term deliverables; larger impacts are equity-based with $1.4 million in grant-date fair value for CEO awards and $264,000 for the promoted SVP, which may dilute shareholders over time depending on vesting and performance outcomes. Severance formulas (1x or 2.5x salary plus target bonus) create potential contingent liabilities that investors should monitor in future disclosures.

Corporate Governance Expert

TL;DR: Board completed succession and dissolved the interim Executive Committee, restoring a conventional governance structure.

Replacing an interim CEO with a permanent CEO and dissolving the Executive Committee returns decision-making to a standard executive leadership model. Employment agreements include typical protections: performance-based equity, change-in-control enhanced severance, and at-will employment. The disclosures state no related-party transactions and no family relationships, which reduces immediate governance risk. Stakeholders should watch for future disclosures on performance metrics tied to the PSU awards to assess alignment with shareholder interests.

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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):  August 19, 2025

_______________________________

GREEN PLAINS INC.

(Exact name of registrant as specified in its charter)

_______________________________

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

_______________________________

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 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangement of Certain Officers.

On August 19, 2025, the Board of Directors of Green Plains Inc. (the “Company”) appointed Chris Osowski as Chief Executive Officer and member of the Board of Directors (the “Board”) of the Company, effective immediately. Mr. Osowski recently served as Executive Vice President, Operations and Technology since January 2022 and has been a member of the company’s Executive Committee since March 2025.

Mr. Osowski, age 46, brings to the role more than 20 years of global leadership experience across the chemical, agribusiness, and renewable energy sectors, and is widely recognized for driving operational transformation, innovation and sustainable growth in complex industrial environments. Prior to joining the Company, Mr. Osowski was Vice President, Global Technology at ADM from August 2020 to December 2021, General Director, Aston Starch Products, an ADM joint venture in Moscow, from July 2018 to August 2020, Managing Director – India Operations, New Delhi at ADM from February 2015 to February 2017, and held several other senior level positions at ADM from August 2013 to January 2015. Mr. Osowski also held several senior level positions at Tate & Lyle from August 2008 to August 2013, served as Production Support Manager at Renewable Energy Group from March 2007 to August 2008 and Technical Manager at POET from September 2003 to March 2007. Mr. Osowski has a Master's degree in Business Administration from Minnesota State University and a Bachelor of Science degree in Agriculture and Biosystems Engineering from North Dakota State University.

In connection with his appointment, the Company and Mr. Osowski entered into an Employee Agreement (the “Employee Agreement”) which provides for (i) an annual base salary of $650,000, (ii) a one-time special bonus of $50,000 subject to the achievement of certain deliverables over the first 100 days, (iii) an annual target bonus of 100% of his annual base salary based on performance objectives set by the Board’s Compensation Committee, (iv) (1) a restricted stock award with a grant date fair value of $700,000 vesting ratably over three years and (2) a performance share unit award with a grant date fair value of $700,000 vesting on the third anniversary of the grant date, subject to the achievement of certain performance metrics, in each case, granted under the Company’s 2019 Equity Incentive Plan (the “Equity Plan”), (v) participation in a long-term incentive program developed by the Company, and (vi) participation in the Company’s benefit plans. Additionally, the Employee Agreement provides that if his employment is terminated by the Company without cause or by the executive for good reason, he will receive a lump sum payment equal to one times (or 2.5 times if within 24 months of a change in control) his annual base salary and target bonus, immediate vesting of all equity awards at target levels, and continued group health coverage at active employee rates for 12 months (or 18 months if within 24 months of a change in control). Mr. Osowski’s employment is at-will and may be terminated at any time, by either party, for any reason whatsoever. The Employee Agreement for Mr. Osowski is attached as Exhibit 10.1 hereto. The foregoing description of the Employee Agreement is not complete and is qualified in its entirety by reference to the full text of the Employee Agreement, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.

In connection with Mr. Osowski’s appointment as Chief Executive Officer, the Board determined that effective upon August 19, 2025, the date Mr. Osowski commences his role as Chief Executive Officer, Michelle Mapes will no longer serve as interim principal executive officer. Ms. Mapes will continue to serve in her longstanding role as the Company’s Chief Legal & Administration Officer and Corporate Secretary. Ms. Mapes was appointed Interim Principal Executive Officer on March 1, 2025 upon Todd Becker’s departure as President and Chief Executive Officer. At that time, the Board also created an Executive Committee, comprised of Imre Havasi, Senior Vice President – Head of Trading and Commercial Operations, Michelle Mapes, Chief Legal & Administration Officer, Chris Osowski, Executive Vice President – Operations and Technology, and Jamie Herbert, Chief Human Resource Officer, to lead the Company until Mr. Becker’s successor was appointed. In connection with Mr. Osowski’s appointment, the Executive Committee was dissolved effective August 19, 2025.

Also in connection with Mr. Osowski’s appointment, the Company promoted Trent Collins to serve as Senior Vice President of Operations effective August 19, 2025. Mr. Collins has most recently served as Vice President of Operational Excellence for the Company since April 2024. Mr. Collins, age 55, brings to the role more than 30 years of leadership experience across the protein and agribusiness sectors. Prior to joining the Company, Mr. Collins was Senior Vice President Ingredients Operations at Benson Hill from August 2021 to March 2024, was Global Director, Proteins Technology at ADM from June 2019 to July 2021, and held several other senior level and engineering positions at ADM from June 1993 to June 2019. Mr. Collins has a Bachelor’s Degree in Chemical Engineering from Kansas State University.

The Company entered into an employee agreement with Mr. Collins which provides for (i) an annual base salary of $315,600, (ii) (1) a restricted stock award with a grant date fair value of $132,000 vesting ratably over three years and (2) a performance share unit award with a grant date fair value of $132,000 vesting on the third anniversary of the grant date, subject to the achievement of certain performance metrics, in each case, granted under the Equity Plan, (iii) an annual target bonus of 80% of his annual base salary based on performance objectives set by the Board’s Compensation

Committee, (iv) participation in a long-term incentive program developed by the Company, (v) participation in the Company’s benefit plans and (vi) relocation benefits consisting of (1) a one-time relocation bonus of $10,000, (2) temporary living for up to 60 days and (3) shipment and storage of household goods. Mr. Collins’ employment is at-will and may be terminated at any time, by either party, for any reason whatsoever. Mr. Collins is also eligible to participate in the Company’s Executive Change in Control Severance.

Messrs. Osowski and Collins have no family relationships with any director or executive officer of the Company. Messrs. Osowski and Collins have no direct or indirect material interest in any transaction with the Company that are reportable under Item 404(a) of Regulation S-K, nor have any such transactions been proposed.

Item 7.01. Regulation FD Disclosure.

On August 19, 2025, the Company issued a press release announcing the appointment of its Chief Executive Officer. 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						Employment Agreement by and between Green Plains Inc. and Chris Osowski, effective August 19, 2025
99.1						Press Release, dated August 19, 2025
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.

			Green Plains Inc.
Date: August 19, 2025			By:			/s/ Philip B. Boggs
						Philip B. Boggs
						Chief Financial Officer (Principal Financial Officer)

FAQ

Who is the new CEO of Green Plains (GPRE)?

Chris Osowski was appointed Chief Executive Officer and a director; he previously served as Executive Vice President, Operations and Technology and on the Executive Committee.

What is the CEO's base salary and target bonus at Green Plains (GPRE)?

The Employee Agreement provides a $650,000 annual base salary and an annual target bonus equal to 100% of base salary.

What equity awards did the new CEO receive?

He received (1) a restricted stock award with a $700,000 grant-date fair value vesting ratably over three years and (2) a performance share unit award with a $700,000 grant-date fair value vesting on the third anniversary subject to performance metrics.

What severance protections are included in the CEO's agreement?

If terminated without cause or for good reason, the CEO receives a lump sum equal to 1x his annual base salary and target bonus (or 2.5x if within 24 months of a change in control), immediate equity vesting at target, and continued health coverage for 12 months (18 months if within 24 months of a change in control).

Who was promoted in connection with the CEO appointment?

Trent Collins was promoted to Senior Vice President of Operations with a $315,600 base salary and equity awards valued at $132,000 (restricted stock) and $132,000 (performance share units).