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

Rhea-AI Filing Summary

Green Plains Inc. (GPRE) refinanced and upsized its convertible debt. The company agreed to exchange $170 million of its 2.25% Convertible Senior Notes due 2027 for $170 million of newly issued 5.25% Convertible Senior Notes due November 2030, and to sell an additional $30 million of 2030 Notes for cash. In connection with these transactions, Green Plains will repurchase approximately 2.9 million shares of common stock for approximately $30 million, funded with the cash from the new note subscription. The transactions are expected to close on October 27, 2025, subject to customary conditions.

After closing, $200 million of 2030 Notes will be outstanding, and $60 million of the 2027 Notes will remain outstanding on existing terms. The 2030 Notes have an initial conversion rate of 63.6132 shares per $1,000 (an initial conversion price of approximately $15.72 per share), reflecting a conversion premium of approximately 50% to the last reported sale price on October 21, 2025. The 2030 Notes and any conversion shares are being issued in private transactions and are not registered under the Securities Act.

Insights

Credit & Convertibles Analyst

Refinances 2027 converts, adds 2030 notes, pairs with buyback.

Green Plains is exchanging $170M of 2.25% 2027 converts into 5.25% 2030 converts and issuing an additional $30M of 2030 notes for cash. Proceeds from the subscription fund an approximately $30M repurchase of about 2.9 million shares, aligning the capital raise with a concurrent equity reduction.

Post-closing, $200M of 2030 notes will be outstanding and $60M of 2027 notes remain. The 2030 notes carry a 5.25% coupon and an initial conversion price of about $15.72 per share, set at an approximate 50% premium to the last reported share price on October 21, 2025. The exchange reduces near-term 2027 maturity exposure while extending tenor to November 2030.

The instruments and any conversion shares are unregistered, issued via private transactions. Closing is expected on October 27, 2025, subject to customary conditions; actual impact will depend on final close and future holder conversion behavior.

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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):  October 22, 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 8.01. Other Events

On October 22, 2025, Green Plains Inc. (the “Company”) entered into separate, privately negotiated exchange agreements with certain of the holders of its existing 2.25% Convertible Senior Notes due 2027 (the “2027 Notes”) to exchange (the “exchange transaction”) $170 million aggregate principal amount of the 2027 Notes for $170 million of newly issued 5.25% Convertible Senior Notes due November 2030 (the “2030 Notes”). Additionally, Green Plains today announced that it has entered into separate, privately negotiated subscription agreements pursuant to which it will issue $30 million of 2030 Notes for $30 million in cash (the “subscription transactions”).

In connection with the exchange transactions and subscription transactions, Green Plains has agreed to repurchase (the “repurchase transactions,” and together with the exchange transactions and subscription transactions, the “transactions”) an aggregate of approximately 2.9 million shares of its common stock for approximately $30 million from certain holders participating in the exchange transactions and subscription transactions. The repurchase transactions will be funded with the proceeds of the subscription transactions. The transactions are expected to close on October 27, 2025, subject to customary closing conditions.

Following completion of the transactions, $200 million in aggregate principal amount of the 2030 Notes will be outstanding, and $60 million in aggregate principal amount of the 2027 Notes will remain outstanding with existing terms unchanged.

The initial conversion rate of the 2030 Notes is 63.6132 shares of common stock per $1,000 principal amount of 2030 Notes (equivalent to an initial conversion price of approximately $15.72 per share of common stock, which represents a conversion premium of approximately 50% to the last reported sale price of the common stock on Nasdaq on October 21, 2025), and will be subject to customary anti-dilution adjustments.

Neither the 2030 Notes, nor any shares of the Company's common stock issuable upon conversion of the 2030 Notes, have been registered under the Securities Act of 1933, as amended (the "Securities Act"), or any state securities laws, and unless so registered, may not be offered or sold in the U.S. absent registration or an applicable exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and other applicable securities laws.

A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits. The following exhibits are filed as part of this report.

Exhibit No.						Description of Exhibit
99.1						Press Release, dated October 22, 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: October 22, 2025			By:			/s/ Philip B. Boggs
						Philip B. Boggs
						Chief Financial Officer (Principal Financial Officer)

FAQ

What did Green Plains (GPRE) announce regarding its convertible notes?

It will exchange $170 million of 2.25% 2027 Notes for $170 million of new 5.25% Notes due November 2030 and issue an additional $30 million of 2030 Notes for cash.

How many Green Plains shares will be repurchased and for how much?

Approximately 2.9 million shares for approximately $30 million, funded by the $30 million 2030 Notes subscription.

What will be outstanding after the transactions close?

$200 million aggregate principal amount of 2030 Notes and $60 million of 2027 Notes, with the 2027 terms unchanged.

What is the conversion rate and price for the 2030 Notes?

The initial conversion rate is 63.6132 shares per $1,000, equivalent to an initial conversion price of approximately $15.72 per share.

What premium does the 2030 Notes’ conversion price represent?

Approximately a 50% conversion premium to the last reported sale price on October 21, 2025.

Are the 2030 Notes and conversion shares registered?

No. They are unregistered and may not be offered or sold in the U.S. without registration or a valid exemption.

When are the transactions expected to close?

On October 27, 2025, subject to customary closing conditions.