Green Plains Inc.

(A)

First Supplemental Indenture; Second Amended and Restated Warrant Agreements

On May 7, 2025, Green Plains SPE LLC, as issuer, entered into that certain First Supplemental Indenture (the “First Supplemental Indenture”), dated May 7, 2025, related to Note Purchase Agreement dated February 9, 2021, by Green Plains SPE LLC, as Issuer, Green Plains Inc., as Guarantor and Wilmington Trust, National Association, as Trustee. The First Supplemental Indenture extended the maturity date of the Junior Notes from February 9, 2026 to May 15, 2026 and increased the principal amount outstanding by $2.5 million.

The foregoing description of the First Supplemental Indenture does not purport to be complete. The description of the First Supplemental Indenture herein is qualified by reference to the copy of the First Supplemental Indenture attached as Exhibit 10.4, which is incorporated by reference into this Current Quarterly Report on Form 10-Q in its entirety.

In connection with the entry into the First Supplemental Indenture, the company amended and restated its outstanding warrant agreements with certain funds and accounts under management by BlackRock. The amended and restated warrant agreements modified the exercise price of the warrants to (i) $22.00 per share if certain conditions were met by July 31, 2025 (ii) $7.00 per share if such conditions were not met by July 31, 2025 and extended the exercise period to December 31, 2029. As a result of the company’s issuance of warrants to certain affiliates of Ancora, the exercise price of the warrants is now $0.01.

The foregoing description of the second amended and restated warrant agreements do not purport to be complete. The description of the second amended and restated warrant agreements is qualified by reference to the copy of the second amended and restated warrant agreements attached as Exhibits 10.6(a)-10.6(d), which is incorporated by reference into this Current Quarterly Report on Form 10-Q in its entirety.

Subscription Agreement; Amended and Restated Indenture

On August 10, 2025, the company amended and restated the indenture covering the Junior Notes with BlackRock to extend the maturity date to September 15, 2026, with an amendment fee of 2.5% to be added to the principal balance of the Junior Notes, payable at the maturity date (the “Amended and Restated Indenture”). The interest rate will increase by 0.5% after the amendment, and by an additional 0.5% each quarter on each scheduled interest payment date, with the next interest payment date being September 15, 2025. In addition to previous assets and equity securities pledged, the Junior Notes are now also secured by the assets and the real property owned by Green Plains Central City, LLC. The Amended and Restated Indenture adds certain financial covenant requirements, including restrictions on additional debt and certain transfer of assets.

The foregoing description of the Amended and Restated Indenture does not purport to be complete. The description of the Amended and Restated Indenture herein is qualified by reference to the copy of the Amended and Restated Indenture attached as Exhibit 10.11 which is incorporated by reference into this Current Quarterly Report on Form 10-Q in its entirety.

In connection with the Amended and Restated Indenture, the company executed a subscription agreement with certain funds and accounts under management by BlackRock (the “Subscription Agreement”) pursuant to which the company agreed to issue, and certain funds and accounts under management by BlackRock purchased, 3,250,000 stock warrants at a strike price of $0.01 per share with a ten year exercise period. The Subscription Agreement contains customary registration, demand, and piggyback rights. The Subscription Agreement also includes the right for such funds and accounts to exchange up to 750,000 warrants issued pursuant to the second amended and restated warrant agreements to be exchanged pro rata for up to $6 million of outstanding principal of Junior Notes. The Subscription Agreement obligates the company to register for resale the shares of common stock underlying warrants issued to BlackRock.

The foregoing description of the Subscription Agreement does not purport to be complete. The description of the Subscription Agreement herein is qualified by reference to the copy of the Subscription Agreement attached as Exhibit 10.12 which is incorporated by reference into this Current Quarterly Report on Form 10-Q in its entirety.

(B) N/A

(C) During the three months ended June 30, 2025, no director or officer of the company adopted, modified orterminated a "Rule 10b5-1 trading arrangement" or "non-Rule 10b5-1 trading arrangement," as each term is defined in Item 408(a) of Regulation S-K.