REX AMERICAN RESOURCES Corp

REX AMERICAN RESOURCES CORPORATION AND SUBSIDIARIES

(Amounts in Thousands)

**REX AMERICAN RESOURCES CORPORATION AND SUBSIDIARIES

(Amounts in Thousands, Except Per Share Amounts)

CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY

FOR THE YEARS ENDED JANUARY 31, 2026, 2025 AND 2024

(Amounts in Thousands)

(Amounts in Thousands)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

***Principles of Consolidation –***The accompanying financial statements consolidate the operating results and financial position of REX American Resources Corporation and its wholly-owned and majority owned subsidiaries (the “Company” or “REX”). All intercompany balances and transactions have been eliminated. As of January 31, 2026, the Company owns interests inthree operating entities –two are consolidated andone is accounted for using the equity method of accounting. The results of One Earth are included on a delayed basis of one month lag as One Earth has a fiscal year end of December 31. The other consolidated entity has the same fiscal year end as the parent company.

Stock Split* –*On August 26, 2025, the Board of Directors of the Company adopted resolutions declaring atwo-for-one split of the Company’s Common Stock to be effectuated in the form of a 100% stock dividend, payable on September 15, 2025 to stockholders of record at the close of business on September 8, 2025. The stock split has been retroactively reflected in the accompanying consolidated financial statements.

***Fiscal Year –***All references in these consolidated financial statements to a particular fiscal year are to the Company’s fiscal year ended January 31. The Company refers to its fiscal year by reference to the year immediately preceding the January 31 fiscal year end date. For example, “fiscal year 2025” means the period February 1, 2025 to January 31, 2026.

***Segments –***The Company hasone reportable segment, ethanol and by-products. Within the ethanol and by-products segment, the Company has equity investments inthree ethanol limited liability companies, two of which are majority ownership interests.

In applying the criteria set forth in ASC 280 the Company determined that based on the nature of the products and production process and the expected financial results, the Company’s operations at its ethanol plants are aggregated into one reporting segment.

***Use of Estimates –***The preparation of consolidated financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

***Cash Equivalents –***Cash equivalents are principally short-term investments with original maturities of three months or less. The carrying amount of cash equivalents approximates fair value.

***Concentration of Risk –***The Company maintains cash and cash equivalents in accounts with financial institutions which exceed federally insured limits. The Company has not experienced any losses in such accounts. The Company does not believe there is significant credit risk related to its cash and cash equivalents.

The Company sells its products to a limited number of larger commercial buyers, which may increase the chance of loss due to non-performance by a counterparty. Ten customers in fiscal years 2025 and 2024 andnine customers in fiscal year 2023 accounted for approximately 93%,92%, and 92% of the Company’s net sales and revenue, respectively. At January 31, 2026 and 2025, seven customers andsix customers at each period end represented approximately 92% of the Company’s accounts receivable balance. The Company has not experienced any significant losses in such accounts.

***Accounts Receivable —***Accounts receivable are recorded at their estimated net realizable value. Accounts are considered past due if payment is not received on a timely basis in accordance with the Company’s credit terms. Accounts considered uncollectible are written off in the period they are determined to be uncollectible. As of January 31, 2026 and 2025, the Company believes that all amounts are collectible and an allowance for credit losses was not considered necessary. The balance of accounts receivables at January 31, 2024 was $23.2 million.

Inventory– Inventories are carried at the lower of cost or net realizable value. Cost for all inventories is determined using the first-in, first-out method. Net realizable value is the estimated selling prices in the ordinary course of business, less reasonable predictable costs of completion, disposal and transportation. Inventory includes direct production costs and certain overhead costs such as depreciation, property taxes and utilities related to producing ethanol and related by-product. Inventory is permanently written down for instances when cost exceeds estimated net realizable value; such write-downs are based primarily upon commodity prices as the market value of inventory is often dependent upon changes in commodity prices. The Company recorded approximately $0.1 million of inventory write-downs in cost of sales at both January 31, 2026 and January 31, 2025. Fluctuations in the write-down of inventory generally relate to the levels and composition of such inventory at a given point in time and commodity prices.

The components of inventory are as follows (amounts in thousands):

***Property and Equipment –***Property and equipment is recorded at cost or the fair value on the date of acquisition (for property and equipment acquired in a business combination). Depreciation is computed using the straight-line method. Estimated useful lives are 15 to 40 years for buildings and improvements, and 3 to 40 years for machinery, fixtures and equipment.

The components of property and equipment are as follows (amounts in thousands):

Impairment of Long-Lived Assets

In accordance with ASC 360-05, the Company reviews its long-lived assets, consisting of property and equipment, equity method investments and operating lease right-of-use assets, for impairment whenever events or changes in circumstances indicate the carrying amount of the asset may not be recoverable. The Company assesses long-lived assets for impairment by first determining the forecasted, undiscounted cash flows the asset group is expected to generate. If this total is less than the carrying value of the asset, the Company will then determine the fair value of the asset group. An impairment loss would be recognized in the amount by which the carrying amount of the asset

exceeded the fair value of the asset. Significant management judgement is required to determine the fair value of long-lived assets, which includes discounted cash flows. Such estimates could be significantly affected by future changes in market conditions. The Company recordedno impairment charges in fiscal years 2025, 2024, and 2023.

Depreciation expense was approximately $15.3 million, $15.9 million, and $17.8 million in fiscal years 2025, 2024, and 2023, respectively.

***Leases –***The Company has lease agreements, as lessee, for railcars. All the leases are accounted for as operating leases. The lease agreements do not contain a specified implicit interest rate; therefore, the Company’s estimated incremental borrowing rate was used to determine the present value of future minimum lease payments. The lease term for all the Company’s leases includes the noncancelable period of the lease and any periods covered by renewal options that the Company is reasonably certain to exercise. Certain leases include rent escalations pre-set in the agreements, which are factored into the lease payment stream.

The Company elected the practical expedient, available pursuant to ASC 842 for lessees to include both lease and non-lease components as a single component and account for it as a lease. In general, certain maintenance costs are the responsibility of the Company under its railcar leases. These maintenance costs are a non-lease component which the Company elected to combine with rental payments and account for the total amount as operating lease expense.

The Company hasone lease agreement that was classified as a finance lease for an electrical substation facility. The lease term for this lease includes the noncancelable period of the lease and any periods for which only the Company has the option to cancel but is reasonably expected to continue the lease. Based on this, the lease term was determined to be 10 years. A discount rate of 6.9% was deemed appropriate as an incremental borrowing rate for a 10-year term.

***Investments –***The method of accounting applied to long-term investments, whether consolidated, equity or cost, involves an evaluation of the significant terms of each investment that explicitly grant or suggest evidence of control or influence over the operations of the investee and also includes the identification of any variable interests in which the Company is the primary beneficiary. The Company accounts for investments in limited liability companies in which it may have a less than 20% ownership interest, using the equity method of accounting when the factors discussed in ASC 323 are met. The excess of the carrying value over the underlying equity in the net assets of equity method investees is allocated to specific assets and liabilities. Investments in businesses that the Company does not control but for which it has the ability to exercise significant influence over operating and financial matters are accounted for using the equity method. The Company accounts for its investment in Big River using the equity method of accounting and includes the results of Big River on a delayed basis of one month as it has a fiscal year end of December 31.

The Company periodically evaluates its investments for impairment due to declines in market value considered to be other than temporary. Such impairment evaluations include, in addition to persistent, declining market prices, general economic and company-specific evaluations. If the Company determines that a decline in market value is other than temporary, then a charge to earnings is recorded in the Consolidated Statements of Operations and a new cost basis in the investment is established.

Short-term investments, consisting of U.S. government obligations, are considered held-to-maturity, and therefore are carried at amortized historical cost.

***Revenue Recognition –***The Company recognizes sales of ethanol, distillers grains and distillers corn oil when obligations under the terms of the respective contracts with customers are satisfied; this occurs with the transfer of control of products, generally upon shipment from the ethanol plant or upon loading of the rail car used to transport the products.

***Cost of Sales –***Cost of sales includes depreciation, costs of raw materials, third-party freight charges, purchasing and receiving costs, inspection costs, other distribution expenses, warehousing costs, plant repair and maintenance costs, production labor and related payroll costs, and general facility overhead charges.

***SG&A Expenses –***The Company includes non-production related costs such as professional fees, selling charges, operating lease expense, and certain payroll in SG&A expenses.

Financial Instruments – Certain of the forward corn purchase and ethanol, distillers grains and distillers corn oil sale contracts are accounted for under the “normal purchases and normal sales” scope exemption of ASC 815 because these arrangements are for purchases of grain that will be delivered in quantities expected to be used and sales of ethanol, distillers grains and distillers corn oil that will be produced in quantities expected to be sold by us over a reasonable period of time in the normal course of business. During fiscal years 2025, 2024, and 2023 there were no material settlements of forward contracts that were recorded at fair value. The Company recorded an asset and liability of $0.3 million and $0.5 million, respectively, associated with contracts not accounted for under the “normal purchases and normal sales” scope exception of ASC 815 at January 31, 2026. The Company recorded an asset and liability of $1.3 million and $0.4 million, respectively, associated with contracts not accounted for under the “normal purchases and normal sales” scope exception of ASC 815 at January 31, 2025.

The Company uses derivative financial instruments (exchange-traded futures contracts and swaps) to manage a portion of the risk associated with changes in commodity prices, primarily related to corn and ethanol. The Company monitors and manages this exposure as part of its overall risk management policy. As such, the Company seeks to reduce the potentially adverse effects that the volatility of these markets may have on its operating results. The Company may take hedging positions in these commodities as one way to mitigate risk. While the Company attempts to link its hedging activities to purchase and sale activities, there are situations in which these hedging activities can themselves result in losses. The Company does not hold or issue derivative financial instruments for trading or speculative purposes. The changes in fair value of these derivative financial instruments are recognized in current period earnings as the Company does not use hedge accounting.

Stock Compensation– The Company had a stock-based compensation plan, approved by its shareholders, which reserved a total of 3,300,000 split-adjusted shares of common stock for issuance pursuant to its terms. The plan provided for the granting of shares of stock, including options to purchase shares of common stock, stock appreciation rights tied to the value of common stock, restricted stock, and restricted stock unit awards to eligible employees, non-employee directors and consultants. The Company measures share-based compensation grants at fair value on the grant date, adjusted for estimated forfeitures. The Company records noncash compensation expense related to equity and liability awards in its consolidated financial statements over the requisite service period on a straight-line basis. See Note 10 for a further discussion of restricted stock.

Other Income–As part of the Coronavirus Aid, Relief, and Economic Security Act, passed in 2020, $700 million in funds were made available to the U.S. Department of Agriculture to distribute to impacted producers of ethanol, biodiesel, and other renewable fuels under the Biofuel Producer Program. The U.S. Department of Agriculture (“USDA”) distributed funds to applicants in May 2022. Our consolidated plants received a total of approximately $1.0 million in fiscal year 2023 which was recorded within “Interest and other income, net” in the Consolidated Statements of Operations. The Company has no further reporting or other obligations related to the receipt of these funds.

Income Taxes – The Company provides for deferred tax liabilities and assets for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carryforwards. The Company provides for a valuation allowance if, based on the weight of available positive and negative evidence, it is more likely than not that some or all of the deferred tax assets will not be realized.

The Company has determined that it qualifies for clean fuel production tax credits allowable under the IRA and OBBBA. The Company elected to account for the nonrefundable, transferable tax credits under ASC 740. The credits are recognized as a tax benefit in the period in which production occurs, and the product is sold in a qualifying manner. The tax benefit recognized is determined based on the Company’s CI score to date. The Company intends on utilizing the tax credits earned in 2025 to offset taxes due and payable. The credits are recorded within income tax benefit (provision) on the consolidated statements of operations.

Comprehensive Income – The Company has no components of other comprehensive income, and therefore, comprehensive income equals net income.

***New Accounting Pronouncements –***In December 2023, the FASB issued ASU 2023-09, “Income Taxes (Topic 740): Improvements to Income Tax Disclosures”, to enhance the transparency and decision usefulness of income tax disclosures. This ASU was effective for all entities that are subject to Topic 740 for fiscal years beginning after December 15, 2024. The Company adopted this guidance for the fiscal-year ended January 31, 2026. See Note 16 included in the notes to the audited consolidated financial statements for more information on our income tax disclosures.

In November 2024, the FASB issued ASU 2024-03, “Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40)”,* *which provides clarity in assessing an entity’s performance and prospects for future cash flows by disclosure of more detailed information about the types of expenses in commonly presented expense captions. ASU 2024-03 is effective for the Company’s fiscal year-ended January 31, 2028. Early adoption is permitted. The Company is currently evaluating the impact of this ASU.

In December 2025, the FASB issued ASU 2025-10, “Accounting for Government Grants Received by Business Entities”, which establishes a unified accounting model for business entities when recognizing, measuring, and presenting government grants. The ASU categorizes grants as either related to an asset or related to income. A grant related to income is recognized in earnings in a systematic and rational manner over the periods in which the entity recognizes the related expenses. Presentation of the grant on the income statement can be either as a component of other income or as a deduction from the related expenses. The standard is effective for annual periods beginning after December 15, 2028. However, the ASU permits early adoption. The Company is still assessing the impact on its financial statements, including the presentation of its Section 45Z production tax credits.

The Company recognizes sales of products when obligations under the terms of the respective contracts with customers are satisfied. This occurs with the transfer of control of products, generally upon shipment from the ethanol plant or upon loading of the rail car used to transport the products. Revenue is measured as the amount of consideration expected to be received in exchange for transferring goods. Sales, value added and other taxes the Company collects concurrent with revenue producing activities are excluded from net sales and revenue.

The majority of the Company’s sales have payment terms ranging from 5 to 10 days after transfer of control. The Company has determined that sales contracts do not generally include a significant financing component. The Company has not historically, and does not intend to, enter sales contracts in which payment is due from a customer prior to transferring product to the customer. Thus, the Company does not record unearned revenue.

The following table shows disaggregated revenue by product (amounts in thousands):

Equity Method Investment in Big River

The Company’s equity method investment in Big River Resources, LLC (“Big River”) is accounted for under ASC 323. The following table summarizes the investment (amounts in thousands):

The Company invested approximately $20.0 million in Big River which is a holding company for several entities. Big River, through its various entities (both wholly and partially owned), operates four ethanol manufacturing facilities that combined shipped approximately 432.3 million gallons of ethanol in the twelve months ended January 31, 2026. The Company recorded income of approximately $12.5 million, $9.4 million, and $13.9 million as its share of earnings from Big River during fiscal years 2025, 2024, and 2023, respectively. The Company received dividends of approximately $10.5 million, $8.5 million, and $12.0 million from Big River during fiscal years 2025, 2024, and 2023, respectively. At January 31, 2026, the carrying value of the investment in Big River was approximately $37.8 million; the amount of underlying equity in the net assets of Big River was approximately $41.0 million.

Summarized financial information for the Company’s equity method investee as of and for its fiscal year end is presented in the following tables (amounts in thousands):

Big River has debt agreements that limit and restrict amounts the entity can pay in the form of dividends or advances to owners. The restricted net assets of Big River at January 31, 2026 are approximately $144.1 million; the Company’s proportionate share of restricted net assets of Big River is approximately $14.9 million.

Short-term Investments

At January 31, 2026, the Company owned United States Treasury Bills (classified as short-term investments) that had an amortized cost, or carrying value, of approximately $187.0 million. The contractual maturity of these investments was less than one year. The yield to maturity rate was approximately 3.8%. Unrecognized holding losses at January 31, 2026 were approximately $52,000.

At January 31, 2025, the Company owned United States Treasury Bills (classified as short-term investments) that had an amortized cost, or carrying value, of approximately $162.8 million. The contractual maturity of these investments was less than one year. The yield to maturity rate was approximately 4.4%. Unrecognized holding losses at January 31, 2025 were approximately $19,000.

The Company applies ASC 820 which defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date.

The Company determines the fair market values of its financial instruments based on the fair value hierarchy established by ASC 820, which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. The standard describes three levels of inputs that may be used to measure fair values which are provided below. The Company carries certain cash equivalents, investments and derivative financial instruments at fair value.

Level 1 – Quoted prices in active markets for identical assets or liabilities. Level 1 assets and liabilities include derivative contracts that are traded in an active exchange market.

Level 2 – Observable inputs other than Level 1 prices such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. Level 2 assets and liabilities include derivative contracts whose value is determined using a pricing model with inputs that are observable in the market or can be derived principally or corroborated by observable market data.

Level 3 – Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. Level 3 assets and liabilities include financial instruments whose value is determined using pricing models, discounted cash flow methods, or similar techniques, as well as instruments for which the determination of fair value requires significant management judgment or estimation. Unobservable inputs are developed based on the best information available, which may include the Company’s own data.

The fair values of derivative assets and liabilities traded in the over-the-counter market are determined using quantitative models that require the use of multiple market inputs including interest rates, prices and indices to generate pricing and volatility factors, which are used to value the position. The predominance of market inputs are actively quoted and can be validated through external sources, including brokers, market transactions and third-party pricing services. Estimation risk is greater for derivative asset and liability positions that are either option-based or have longer maturity dates where observable market inputs are less readily available or are unobservable, in which case interest rate, price or index scenarios are extrapolated in order to determine the fair value. The fair values of derivative assets and liabilities include adjustments for market liquidity, counterparty credit quality, the Company’s own credit standing and other specific factors, where appropriate. The fair values of property and equipment are determined by using various models that discount future expected cash flows.

To ensure the prudent application of estimates and management judgment in determining the fair value of derivative assets and liabilities and property and equipment, various processes and controls have been adopted, which include: (i) model validation that requires a review and approval for pricing, financial statement fair value determination and risk quantification; and (ii) periodic review and substantiation of profit and loss reporting for all derivative instruments.

Financial assets and liabilities measured at fair value at January 31, 2026 on a recurring basis are summarized below (amounts in thousands):

Financial assets and liabilities measured at fair value at January 31, 2025 on a recurring basis are summarized below (amounts in thousands):

No other financial instruments were elected to be measured at fair value in accordance with ASC 470-20-25-21. The carrying value of all other financial assets and liabilities approximate fair value.

There wereno assets measured at fair value at January 31, 2026 and 2025 on a non-recurring basis.

The components of other noncurrent assets are as follows (amounts in thousands):

The components of accrued expenses and other current liabilities are as follows (amounts in thousands):

Operating Leases

At January 31, 2026, the Company has lease agreements, as lessee, for railcars. All the leases are accounted for as operating leases. The lease agreements do not contain a specified implicit interest rate; therefore, the Company’s estimated incremental borrowing rate was used to determine the present value of future minimum lease payments. The lease term for all the Company’s leases includes the noncancelable period of the lease and any periods covered by renewal options that the Company is reasonably certain to exercise. Certain leases include rent escalations pre-set in the agreements, which are factored into the lease payment stream.

For fiscal years 2025, 2024,and 2023, the components of lease expense, classified as SG&A expenses on the Consolidated Statement of Operations are as follows (amounts in thousands):

Total cash paid for amounts included in the measurement of lease liabilities was $7.8 million and $6.9 million for fiscal years 2025 and 2024, respectively.

The following table is a summary of future minimum rentals on such leases at January 31, 2026 (amounts in thousands):

At January 31, 2026, the weighted average remaining lease term was 2.7 years, and the weighted average discount rate was 6.61% for the outstanding leases.

At January 31, 2025, the weighted average remaining lease term was 3.5 years, and the weighted average discount rate was 6.60% for the outstanding leases.

Finance Lease

At January 31, 2026, the Company has one lease agreement that was classified as a finance lease for an electrical substation facility. Prepayments totaling $15.6 million were made prior to fiscal year 2025 and were recorded within “Other assets” on the accompanying Consolidated Balance Sheets as of January 31, 2025. This balance was included in the finance lease right-of-use asset calculation upon lease commencement in fiscal year 2026 as a non-cash investing activity. The lease includes monthly payments of approximately $39,000 to be made over the term of the lease. The lease term for this lease includes the noncancelable period of the lease and any periods for which only the Company has the option to cancel but is reasonably expected to continue the lease. Based on this, the lease term was determined to be 10 years. Control of the facility’s output was transferred to the Company just before the end of the first quarter of 2025, with monthly lease expense commencing in the second quarter of 2025. For the year ended January 31, 2026, expense related to this lease was approximately $1.6 million, which includes approximately $171,000 in interest expense.

The weighted average remaining lease term for the finance lease is 9.3 years as of January 31, 2026. A discount rate of 6.9% was deemed appropriate as an incremental borrowing rate for a 10-year term.

The following table is a summary of future minimum rentals on the lease at January 31, 2026 (amounts in thousands):

On August 26, 2025, the Board of Directors of the Company adopted resolutions declaring atwo-for-one split of the Company’s Common Stock to be effectuated in the form of a 100% stock dividend, payable on September 15, 2025 to stockholders of record at the close of business on September 8, 2025. The stock split has been retroactively reflected in the accompanying consolidated financial statements.

During fiscal years 2025 and 2024 the Company purchased approximately 1,651,000 shares and 745,000 shares of its common stock for approximately $32.9 million and $15.5 million, respectively. The Company didnot purchase any shares of its common stock during fiscal year 2023. At January 31, 2026, the Company had prior authorization by its Board of Directors to purchase, in open market transactions, approximately an additional 2,357,000 shares of its common stock.

Information regarding the Company’s common stock is as follows (amounts in thousands):

The Company is exposed to various market risks, including changes in commodity prices (raw materials and finished goods). To manage risks associated with the volatility of these natural business exposures, the Company enters into commodity agreements (exchange-traded futures contracts and swaps) and forward purchase (corn) and sale (ethanol, distillers grains and distillers corn oil) contracts. The Company does not purchase or sell derivative financial instruments for trading or speculative purposes. The Company does not purchase or sell derivative financial instruments for which a lack of marketplace quotations would require the use of fair value estimation techniques. The changes in fair value of these derivative financial instruments are recognized in current period earnings as the Company does not use hedge accounting.

The following table provides information about the fair values of the Company’s derivative financial instruments and the line items on the Consolidated Balance Sheets in which the fair values are reflected (amounts in thousands):

Forward purchase contracts liabilities are included in “Accrued expenses and other current liabilities” on the accompanying Consolidated Balance Sheets. These contracts are for purchases of approximately 9.6 million and 7.6 million bushels of corn at January 31, 2026 and 2025, respectively.

See Note 4 which contains fair value information related to derivative financial instruments.

The following table provides information about (losses) gains recognized in income on the Company’s derivative financial instruments and the line items on the accompanying Consolidated Statements of Operations in which the fair values are reflected for the years ended January 31, 2026, 2025, and 2024 (amounts in thousands):

Until its expiration on June 1, 2025 the Company maintained the REX American Resources Corporation 2015 Incentive Plan, approved by its shareholders, which reserved a total of 3,300,000 split-adjusted shares of common stock for issuance pursuant to its terms. The plan provided for the granting of shares of stock, including options to purchase shares of common stock, stock appreciation rights tied to the value of common stock, restricted stock, and restricted stock unit awards to eligible employees, non-employee directors and consultants. Until 2022, the Company had only granted restricted stock awards. In May 2022, the Company issued restricted stock units to certain officers of the Company which vested based on the Company’s TSR compared to the TSRs of companies that comprise the Russell 2000 Index over a three-year performance period (see below). The Company measures share-based compensation grants at fair value on the grant date, adjusted for estimated forfeitures. The Company records non-cash compensation expense related to equity awards in its consolidated financial statements over the requisite service period on a straight-line basis. At the time of its expiration,1,065,809 shares (pre-2025 split) remained available for issuance under the Plan.

Restricted Stock Awards

As a component of their compensation, restricted stock has been granted to directors and certain employees at the closing market price of REX common stock on the date of the grant. In addition, one-quarter of executives’ incentive compensation is payable by an award of restricted stock based on the then market price of REX common stock on the date of grant. The Company’s board of directors has determined that the grant date will be June 15 th, or the next business day, for all grants of restricted stock.

Based on retirement eligibility provisions, a portion of restricted stock grants are expensed at grant date, based on grant date fair value, thus considered vested for accounting purposes. At January 31, 2026,20,964 shares were unvested for accounting purposes and unrecognized compensation cost related to these nonvested restricted stock awards was approximately $245,000, to be recognized over a weighted average vesting term of 1.2 years.

The following table summarizes legally non-vested restricted stock award activity for fiscal years 2025, 2024, and 2023:

Restricted Stock Units

In May 2022, the Company issued a total of 135,000 RSUs to certain officers with a performance period that ended on December 31, 2024. The number of RSUs eligible to vest ranged from zero percent totwo-hundred percent and was determined based on how the Company’s TSR compared to the TSR of companies that comprise the Russell 2000 Index during the performance period. The calculated payout of the RSUs that vested was 148%, or 199,800 shares of REX common stock, and the shares were issued on February 26, 2025.

The Company didnot recognize any compensation cost related to RSUs for the year ended January 31, 2026. For the years ended January 31, 2025 and 2024, the Company recognized compensation cost of approximately $0.9 million and $1.1 million, respectively, related to RSUs. There wasno unrecognized compensation cost related to nonvested RSUs at January 31, 2026 and 2025, respectively.

At January 31, 2024, we calculated the diluted weighted average shares as follows (amounts in thousands):

At January 31, 2026, One Earth and NuGen had combined forward purchase contracts for approximately 18.4 million bushels of corn, the principal raw material for their ethanol plants and they had combined forward purchase contracts for approximately 1.7 million MmBtu of natural gas.

At January 31, 2026, One Earth and NuGen had combined sales commitments for approximately 54.8 million gallons of ethanol,107,000 tons of distillers grains and 17.0 million pounds of distillers corn oil.

At January 31, 2026, One Earth and NuGen had signed contracts in place for capital projects of approximately $16.2 million.

One Earth has entered into a 10-year agreement in 2009 with an unrelated party for the use of a portion of that party’s natural gas pipeline. A new 15-year agreement, with monthly payments of $29,250 was effective February 1, 2019. One Earth paid approximately $351,000 in fiscal years 2025, 2024, and 2023 pursuant to the agreement.

One Earth and NuGen each have a contract with an unrelated party (“Distillers Grains Marketers”) for distillers grains marketing services. Under the terms of the contracts, the Distillers Grains Marketers will purchase all of One Earth’s and NuGen’s distillers grains production during the term of the contracts. The contracts call for One

Earth and NuGen to pay a fee per ton of distillers grains sold for the Distillers Grains Marketers’ services. The terms of the agreements are for one year and renew automatically for additional one-year terms, unless either party sends notice to the other party of its intent to terminate the agreement at least 90 days prior to the expiration of the then current term of the agreement. One Earth and NuGen combined incurred fees of approximately $1,062,000 $1,110,000, and $1,199,000 in fiscal years 2025, 2024, and 2023, respectively, for these marketing services.

The provision for income taxes for fiscal years 2025, 2024, and 2023 consists of the following (amounts in thousands):

The tax effects of significant temporary differences representing deferred tax assets and liabilities are as follows (amounts in thousands):

The net deferred tax liability is reported on the accompanying Consolidated Balance Sheets based on net position by tax jurisdiction, within federal positions of approximately $4.0 million recorded as assets on the Consolidated Balance Sheets within “Other assets” and state positions of $4.1 million recorded as liabilities on the accompanying Consolidated Balance Sheets at January 31, 2026. At January 31, 2025, both federal positions and state positions were recorded as net liabilities with “Deferred taxes” on the Consolidated Balance Sheets.

On July 4, 2025, the OBBBA was signed into law. The OBBBA contains various tax reform provisions affecting businesses, such as the extension of bonus depreciation for assets placed in service after January 19, 2025 and immediate expensing of domestic research and development costs, to result in current deductions that will lower cash paid for income taxes for 2025. The OBBBA made changes to the 45Z and 45Q tax credits that the Company intends to take advantage of which materially impact our effective tax rate. The Section 45Z clean fuel production credit is a general business credit that is allowed with respect to clean transportation fuel produced domestically after December 31, 2024, and before December 31, 2029. This credit, which was part of the IRA, and subsequently extended by the OBBBA, incentivizes the production of clean fuels at our plants that reduce GHG emissions below a CI score of 50. The tax credit utilizes a sliding scale where credits can be earned incrementally between $0.02 and $0.20, or $0.10 and $1.00 if prevailing wage and apprenticeship requirements are met, per gallon of non-SAF fuels based on an ethanol plant’s GHG reduction below a 50 CI score threshold, with the first two or ten cents earned upon achieving a CI score below 47.5. The company expects that it is more-likely-than-not that prevailing wage and apprenticeship requirements will be met for 2025 for its consolidated ethanol plants and has calculated the credit at the highest credit rate based on its CI score for 2025, after the purchase of EACs.

The Company has a general business credit carryforward, net of the impact of uncertain tax positions, of approximately $24.7 million and $4.2 million at January 31, 2026 and 2025, respectively. The credits at January 31, 2025 were fully utilized as part of the effective settlement of the IRS audit that is in process of being finalized. The Company earned 45Z clean fuel production credits in 2025 that make up the $24.7 million of credits to be carried forward at January 31, 2026. The Company can carry these credits forward for up to twenty-two years. The carryforward periods expire in fiscal year 2047.

The Company has a valuation allowance of approximately $64,000 and $132,000 at January 31, 2026 and 2025, respectively, related to state net operating loss carryforwards. The Company decreased the valuation allowance by $68,000 in fiscal year 2025. These adjustments to the valuation allowance are a result of estimates of realizing certain future state tax benefits.

The Company assessed all available positive and negative evidence to determine whether it expects sufficient future taxable income will be generated to allow for the realization of existing federal deferred tax assets. There is sufficient objectively verifiable income for management to conclude that it is more likely than not that the Company will utilize available federal deferred tax assets prior to their expiration.

During fiscal year 2025, the Company recognized an income tax benefit for federal 45Z clean fuel production credits of approximately $28.1 million. The credits can be used to reduce future income tax liabilities for up to 22 years.

The Company paid income taxes in fiscal years 2025, 2024, 2023 of the following (amounts in thousands):

The Company received no refunds in fiscal years 2025, 2024, and 2023.

Income taxes paid (net of refunds) exceeded 5 percent of total income taxes paid (net of refunds) in the following state jurisdictions in fiscal years 2025, 2024 and 2023 (amounts in thousands):

Reconciliations of the federal statutory tax and the Company’s income tax (benefit) provision for fiscal years 2025, 2024, and 2023 are as follows (amounts in thousands):

The Company files a U.S. federal income tax return and income tax returns in various states. In general, the Company is no longer subject to U.S. federal, state or local income tax examinations by tax authorities for fiscal years ended January 31, 2014 and prior. The Company is currently finalizing, as a settlement agreement has been reached, a federal income tax examination for the years ended January 31, 2015 through January 31, 2022 related to tax credits claimed on returns during those years.

The Company applies the provisions of ASC 740-10-25-5 for uncertain tax positions. Tax positions held at January 31, 2025 related to the research and experimentation credits that are under IRS audit have been considered effectively settled as of January 31, 2026. The Company has reached a settlement with the IRS and is in process of finalizing the audit. As of January 31, 2026, total unrecognized tax benefits were approximately $259,000, and accrued penalties and interest were approximately $124,000. If the Company were to prevail on all unrecognized tax benefits recorded, the provision for income taxes would be reduced by approximately $178,000. In addition, the impact of penalties and interest would also benefit the effective tax rate. Interest and penalties associated with unrecognized tax benefits are recorded within income tax expense.

On a quarterly and annual basis, the Company accrues for the effects of open uncertain tax positions and the related potential penalties and interest. It is reasonably possible that the amount of the unrecognized tax benefit with respect to certain unrecognized tax positions will increase or decrease during the next 12 months; however, the Company does not expect the change to have a material effect on results of operations or financial position. The Company accounts for uncertainty in income taxes by determining whether it is more likely than not the position will be sustained on audit, including resolution of any related tax audits.

A reconciliation of the beginning and ending amount of unrecognized tax benefits, including interest and penalties, is as follows (amounts in thousands):

At January 31, 2026 and 2025, the total unrecognized tax benefits were included within the following lines on the accompanying Consolidated Balance Sheets (amounts in thousands):

The Company is involved in various legal actions arising in the normal course of business. After taking into consideration legal counsels’ evaluation of such actions, management is of the opinion that their outcome will not have a material effect on the Company’s consolidated financial statements. There wereno liabilities recorded at January 31, 2026 as the Company did not believe that there was a probable and reasonably estimable loss associated with any legal contingencies.

During fiscal years 2025, 2024, and 2023, One Earth and NuGen, combined, purchased approximately $86.4 million, $99.2 million, and $117.0 million, respectively, of corn and other supplies from minority equity investors. The Company had amounts payable to related parties of approximately $1.2 million and $1.4 million at January 31, 2026 and 2025, respectively.

During fiscal year 2024, $1.5 million was paid to landowners who are equity investors of One Earth Energy, for land easements related to the carbon sequestration project.

The Company hasone reportable segment, ethanol and by-products. Within the ethanol and by-products segment, the Company has equity investments inthree ethanol limited liability companies, two of which are majority ownership interests and are consolidated in the financial statements presented. Prior period amounts have been reclassified to conform to current segment reporting.

The Company’s chief operating decision maker is the Executive Committee that includes the Executive Chairman of the Board and The Chief Executive Officer. The chief operating decision maker uses net income generated from operating segments in determining the allocation of resources and making assessment of Company performance.

In applying the criteria set forth in ASC 280 the Company determined that based on the nature of the products and production process and the expected financial results, the Company’s operations at its ethanol plants, each of which is reviewed in the same manner by the CODM, are aggregated into one reporting segment. Aggregation into one reporting segment is appropriate based upon the similarity of economic characteristics of the operating segments, including the markets for identical revenue sources and the primary input, corn. The plants in all locations operate in a similar manner to produce ethanol and by-products. The types of customers and how the products are distributed to the customers are similar across each operating entity, consisting of a combination of rail and truck shipments. Finally, the regulatory environment is largely impacted by guidance from the federal level, impacting each operating segment the same. The measure of segment assets is reported on the balance sheet as total consolidated assets.

The following tables set forth certain financial data for the Company’s reportable segment for the years ended January 31, 2026, 2025 and 2024 (amounts in thousands):

To the Shareholders and the Board of Directors of REX American Resources Corporation

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheets of REX American Resources Corporation and its subsidiaries (the Company) as of January 31, 2026 and 2025, the related consolidated statements of operations, shareholders’ equity and cash flows for each of the three years in the period ended January 31, 2026, and the related notes to the consolidated financial statements and schedules (collectively, the financial statements). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of January 31, 2026 and 2025, and the results of its operations and its cash flows for each of the three years in the period ended January 31, 2026, in conformity with accounting principles generally accepted in the United States of America.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company’s internal control over financial reporting as of January 31, 2026, based on criteria established inInternal Control — Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission in 2013, and our report dated March 30, 2026 expressed an unqualified opinion on the effectiveness of the Company’s internal control over financial reporting.

Basis for Opinion

These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

Critical Audit Matters

The critical audit matter communicated below is a matter arising from the current period audit of the financial statements that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing separate opinions on the critical audit matter or on the accounts or disclosures to which it relates.

45Z Tax Credit Recognition

As described in Note 1 and Note 12 to the financial statements, the Company has determined that it qualifies for clean fuel production tax credits allowable under the Inflation Reduction Act (IRA) and One Big Beautiful Bill Act (OBBBA). The Company elected to account for the nonrefundable, transferable tax credits under ASC 740. The credits are recognized as a tax benefit in the period in which production occurs, and the product is sold in a qualifying manner. The tax benefit recognized is determined based on the company’s carbon intensity (CI) score to date. In accordance with ASC 740, the tax incentives are recognized when it is more-likely-than-not the Company will comply with the provisions of the incentive and that the incentive will be received. The Company recognized $28,100,000, as 45Z Tax Credits within the balance sheet (deferred tax asset) and statement of operations (income tax benefit) as of and for the year ended January 31, 2026.

We identified the accounting for the 45Z tax credits as a critical audit matter because of the significant judgments management makes when determining how to account for the 45Z tax credits given the significant unusual nature of the credits, as well as when determining eligibility for the tax credits. The 45Z tax credit recognition required a high degree of auditor judgment when performing audit procedures to evaluate whether management appropriately determined eligibility and accounted for the tax credits.

Our audit procedures related to the accounting for the 45Z tax credits included the following, among others:

/s/RSM US LLP

We have served as the Company’s auditor since 2023.

Des Moines, Iowa

March 30, 2026

Schedule II - VALUATION AND QUALIFYING ACCOUNTS

FOR THE YEARS ENDED JANUARY 31, 2026, 2025, AND 2024

(Amounts in thousands)