Green Plains Inc.

Components of Our Compensation Programs

The following charts illustrate the mix of total direct compensation elements for our NEOs at target performance. These charts demonstrate our executive compensation program’s focus on variable, performance-based cash and equity-based compensation through long-term equity awards and annual cash incentive awards.

Executive Compensation Snapshot

The following chart illustrates the mix of total direct compensation elements for our CEO and the average of other NEOs at target performance.

Base Salary

Our Company provides NEOs with a base salary to compensate them for services rendered during each fiscal year. Base salary ranges for NEOs are determined for each executive based on the executive’s position and responsibility by using market data supplied by the Compensation Committee’s independent compensation consultant. Base salary is designed to be competitive when compared with similar positions within the Pay Levels Peer Group. The Compensation Committee periodically reviews base salaries of senior executives, including the NEOs, to determine if adjustment is necessary based on competitive practices and economic conditions. Base salary for senior executives will also be reviewed and adjustments may be made based on individual performance and the individual’s skills, experience and background.

The chart below summarizes the annual base salary of our NEOs for fiscal 2025 and 2024:

(1)Effective August 19, 2025, Mr. Osowski was appointed as President and Chief Executive Officer and his annual base salary was increased to $650,000.

(2)Effective March 1, 2025, Mr. Becker departed the Company as President and Chief Executive Officer.

(3)Effective March 1, 2025, Ms. Mapes' annual base salary was increased to $450,000. Effective December 31, 2025, Ms. Mapes departed the Company as Chief Legal and Administration Officer and Corporate Secretary.

(4)Effective January 5, 2026, Mr. Boggs departed the Company as Chief Financial Officer.

(5)Effective January 1, 2025, Mr. Collins' base salary was increased to $263,000. Effective August 19, 2025, Mr. Collins was appointed as Senior Vice President - Operations and his annual base salary was increased to $315,600.

(6)Effective February 20, 2025, Mr. Havasi was appointed as Senior Vice President – Head of Trading and Commercial Operations and his annual base salary was increased to $325,000.

(7)Effective March 1, 2025, Mr. Herbert's salary was increased to $400,000.

(8)Effective February 6, 2025, Mr. Kadavy departed the Company as EVP-Commercial Operations.

(9)Effective August 27, 2025, Mr. Simpkins departed the Company as Chief Executive Officer - Fluid Quip.

Annual Incentive Compensation

Overview

To motivate performance and reward the achievement of critical objectives, each of our NEOs was provided with an annual incentive award opportunity for fiscal 2025.

The annual incentive program advances our pay-for-performance philosophy by providing participants with annual bonus opportunities linked to the achievement of specific performance goals. The annual incentive program is designed to:

—Reinforce the Company’s goal-setting and strategic planning process;

—Recognize the efforts of management in the achievement of key financial, operational and strategic objectives; and

—Aid in attracting and retaining executive management, thus ensuring the long-range success of the Company.

The Compensation Committee sets objective performance measures for the Company as a whole and establishes corresponding performance goals for each participant under the annual incentive program, including our NEOs. In structuring the performance measures and goals, the Compensation Committee sets targets for achieving those goals:

—Minimum threshold before any annual performance bonus can be earned;

—Target goal to incentivize a specific desired performance level; and

—Maximum goal, which requires an appropriate level of stretch for a maximum bonus to be earned.

After the end of the fiscal year, the Compensation Committee determines whether the performance goals have been attained and approves any cash payment amount based upon the level of achievement of the annual performance goals. The Compensation Committee also evaluates each executive’s performance for the year and determines their overall cash performance bonus based on an assessment of their performance, among other things, against the following objectives:

—Leadership and Company strategy;

—Business performance and development;

—Accomplishment of strategic objectives;

—Commitment to development of management;

—Growth initiatives; and

—Financial and operational objectives.

Annual Incentive Award Opportunities

In early 2025, the Compensation Committee established target annual incentive award opportunities for the NEOs for 2025, as summarized in the table below:

(1)Mr. Becker and Mr. Kadavy are not presented above as their employment was terminated prior to the establishment of target incentives for 2025.

(2)Mr. Osowski's target bonus was established on August 19, 2025, when he was appointed as President and Chief Executive Officer.

(3)Mr. Boggs departed the Company as Chief Financial Officer on January 5, 2026, and did not receive any annual incentive awards for 2025.

(4)Mr. Collins's target bonus was established on August 19, 2025, when he was appointed as Senior Vice President - Operations.

(5)Mr. Simpkins departed the Company as Chief Executive Officer - Fluid Quip on August 27, 2025, and did not receive any annual incentive awards for 2025.

Annual Incentive Award Formula

In 2025, the Compensation Committee approved the following performance measures, weighting and goals, and corresponding payouts, for use in determining payouts under the 2025 annual incentive program:

(1)The maximum potential payout for each measure (as a % of the weighting at target) is 200% of target.

(2)Emergent EBITDA is comprised of contributions from corn oil, high-protein, carbon, FQT, and FQM. Performance goals are pre-established in two six-month periods to address the commodity nature of our business. No award is paid until the end of the annual period.

(3)The plant safety goal is comprised of various industry metrics, including OSHA rate, DART rate, air permit deviation count, water permit deviation count, and 30-hour OSHA training completion percentage.

(4)Other operating initiatives include multiple initiatives including but not limited to operating expense per gallon, SG&A expenditures and non-core asset monetization. Each operating initiative has pre-established quantitative metrics.

Each measure is separately weighted and if performance falls between the specified performance levels, the payout earned will be determined using straight-line interpolation (for those measures with threshold, target and maximum performance goals).

The performance levels, aggregate performance required to earn a payout at each level and corresponding payouts for the NEOs are summarized in the table to the right:

Determination of Payouts

Following the end of 2025, the Compensation Committee assessed the Company’s performance on the measures above and each of the NEOs individual performance, and determined the payout earned.

The Board and Compensation Committee determined the following executive officers met the aforementioned objectives with the following accomplishments:

Chief Executive Officer (CEO-Mr. Osowski)

—Drove a culture of continuous improvement resulting in strong execution while working safely

—Led the development and execution of operations initiatives for portion of the year yielding contribution from the fleet beyond stated capacity

—Transitioned into CEO role accelerating the pace of operational excellence initiatives focused on yield improvements, expense discipline, balance sheet optimization and management process improvement

—Led successful operationalization of Advantage Nebraska carbon capture efforts

—Served on Executive Committee Interim Company Leadership team prior to being appointed CEO

Former Interim Principal Executive Officer and Former Chief Legal and Administration Officer (Ms. Mapes)

—Provided key support to material transactions, including the strategic review process, debt restructuring and asset transitions

—Effectively led the resolution of a number of legal matters for the Company, including certain pending litigation;

—Provided ongoing leadership to the stand up of carbon monetization initiatives

—Served as Executive Committee Interim Company Leadership Assignment, inclusive of Interim PEO

—Leadership in streamlining process and cost savings

Former Chief Financial Officer (CFO-Mr. Boggs)

—Improved working capital and expense efficiency

—Supported strategic initiatives raising liquidity and simplifying the portfolio

—Engaged investors through a number of formal and informal events

Senior Vice President - Operations (Mr. Collins)

—Drove improvements in environmental, health and safety performance

—Led several initiatives resulting in operating expense improvements

—Implemented product and production quality improvements

—Facilitated yield improvement across all platforms

Senior Vice President – Head of Trading and Commercial Operations (Mr. Havasi)

—Implemented disciplined risk management processes and strategy

—Achieved Commercial Operation Core Business objectives of financial performance, corn origination channel management and fleet optimization

—Enhanced operational excellence through structured Sales Operations Planning Process

—Served as Executive Committee Interim Company Leadership Assignment

Chief Human Resources Officer (Mr. Herbert)

—Assumed responsibility for the IT Function and worked to continuously improve efficiency and technology risk mitigation

—Implemented talent acquisition, development and retention initiatives

—Facilitated company restructuring to improve operational efficiency

—Led implementation of enhanced FQT board of managers support framework

—Served as Executive Committee Interim Company Leadership Assignment

The Compensation Committee determined, after consultation with its independent compensation consultant, that based on Company performance as described above, as well as strong performance on Operating Initiatives, and the NEOs’ contributions and achievement of their individual objectives as described above, to award the following bonuses for 2025, which ranged from 98% to 114% of each active NEO’s 2025 target bonus, as illustrated in the table below:

(1)Mr. Becker and Mr. Kadavy are not presented above as they departed the Company effective March 1, 2025 and February 6, 2025, respectively, which was prior to the establishment of target incentives for 2025.

(2)Mr. Boggs departed the Company as Chief Financial Officer on January 5, 2026, and did not receive any annual incentive awards for 2025.

(3)Mr. Simpkins departed the Company as Chief Executive Officer - Fluid Quip on August 27, 2025, and did not receive any annual incentive awards for 2025.

Long-Term Incentive Compensation

Overview

Each of our NEOs was provided with long-term incentive award opportunities for fiscal 2025 that were tied to our performance. The principal objectives of the LTI awards are to (i) motivate our NEOs to drive sustained long-term shareholder value creation, (ii) grant award opportunities that are based on the competitive market, but then adjusted for our performance, and (iii) provide the NEOs with equity ownership opportunities that will further enhance their alignment with our shareholders’ interests. The Compensation Committee believes that providing long-term equity-based awards incentivizes executives to balance short- and long-term decisions, which helps to mitigate excessive risk-taking by our executives.

Grants are generally made in the first quarter of each year; however, in limited, special situations, long-term incentive awards may be granted at other times to attract new executives and to retain existing executives.

Equity awards are discretionary and are generally granted annually with awards priced two business days after the Company's fourth quarter earnings are released to ensure material nonpublic information does not affect the value of executive compensation. In certain circumstances, including the hiring or promotion of an officer, the Compensation Committee may approve grants to be effective at other times. The Compensation Committee did not take material nonpublic information into account when determining the timing and terms of equity awards in 2025, and the Company does not time the disclosure of material nonpublic information for the purpose of affecting the value of executive compensation.

Type and Incentive Mix

For 2025, the NEOs’ awards were granted 50% in PSUs, which vest on the third anniversary of the grant date, with the balance in service based RSAs, which vest ratably over the three-year period following the date of grant.

Performance Share Unit Awards. PSUs are tied to our Company’s long-term strategic objectives to ensure that our NEOs’ compensation is directly linked to the achievement of sustained long-term operating performance and expected, resulting stock price performance. Reflective of the desire to align the NEOs with achievement of our business strategy, the Compensation Committee determined that 2025 PSU awards would be earned based on achievement of key initiatives (as described on page 68 of the proxy) for a three-year performance period. Shares not earned in each performance period expire and are forfeited. PSUs are also subject to potential forfeiture if an executive terminates their employment prior to vesting.

Grants

The 2025 RSA awards and PSU awards granted to the NEOs are summarized in the tables below:

(1)Mr. Becker and Mr. Kadavy are not presented above as they departed the Company effective March 1, 2025 and February 6, 2025, respectively, and they did not receive any share awards during 2025.

(2)Based on the closing price of our stock on March 10, 2025 of $5.48/share for all awards other than those noted in the footnotes below and other than market-based PSU awards, which reflect a fair value of $7.08/share.

(3)Mr. Osowski, Ms. Mapes, Mr. Havasi and Mr. Herbert were each granted RSA awards of 7,685 shares on December 18, 2025, at $9.76/share.

(4)Mr. Osowski was granted RSA awards of 83,933 shares at $8.34/share and PSU awards of 83,933 shares valued at $12.89/share upon his appointment as President and Chief Executive Officer on August 19, 2025.

(5)Mr. Collins was granted RSA awards of 15,828 shares at $8.34/share and PSU awards of 15,828 shares valued at $12.89/share upon his appointment as Senior Vice President - Operations on August 19, 2025. Mr. Collins was also granted RSA awards of 7,781 at $9.64/share on January 10, 2025.

Metrics

The performance levels and corresponding payouts established for the Company’s Performance Goals described below with respect to the 2025 PSU awards are summarized in the table below:

• In 2025, 2024 and 2023, the Company's CEO has a maximum opportunity of 200% of the target number of PSUs with further stretch Performance Goals necessary for achievement of such levels, as described below. If performance falls between the threshold and the specified performance levels, payouts will be interpolated as determined by the Compensation Committee at its discretion.

The Performance Goals for the 2025 LTI awards granted in March 2025 set by the Compensation Committee are as follows:

The Compensation Committee views these performance goals to be aligned with the objectives of motivating and rewarding executives for performance on key long-term measures, while also promoting retention of executive talent. The PSUs that vested during the year-ended December 31, 2025, 2024 and 2023, respectively, achieved a final payout of 30%, 115% and 123% of their performance target.

Retirement Benefits and Perquisites

Retirement Benefits

Our Company offers a 401(k) plan to all its eligible U.S.-based salaried employees. During 2021, the 401(k) plan included an employer contribution ranging from 1% of a participant’s base salary, and a matching contribution of 100% of a participant’s contributions, up to 4% of a participant’s base salary. During 2022, the Company increased the employer match from 4% to 6% of eligible employee contributions for employees with less than 5 years of service, and up to 8% of eligible employee contributions after 5 years of service. Effective January 1, 2025, the Company decreased the employer match for employees with five years of service from 8% to 6% of eligible employee contributions. Employee and employer contributions are 100% vested immediately.

We do not provide special or supplemental retirement benefits to our NEOs.

Perquisites and Other Personal Benefits

The Company provides limited perquisites to the NEOs. Consistent with the benefits offered to all other eligible employees, the Company provides our NEOs with (i) choice of various health care plans, (ii) a matching contribution to the Company’s 401(k) Plan, up to a maximum of $28,000 in 2025 for employees with greater than five years of service and up to a maximum of $21,000 in 2025 for employees with less than five years of service, as well as (iii) Company paid life insurance. In addition, in accordance with his employment agreement, Mr. Becker also received additional insurance and disability benefits as well as a tax gross-up payment to cover the taxes associated with these benefits, the details of which are set forth below.