DEF 14A of Green Plains Inc., Apr 24, 2026

DEF 14A of Green Plains Inc.

Filed Apr 24, 2026 · FY20250001309402-26-000050

Open on EDGAR

  1. Our Board of Directors

    Our Board of Directors On April 14, 2025, three individuals were appointed as independent members of our Board, Steven Furcich, Carl Grassi, and Patrick Sweeney. These individuals were appointed as part of the continuation of the Company's refreshment of our Board as they possess additive experience in key areas such as the agriculture and commodities sector, capital allocation, finance, long-term planning, and strategic reviews and transactions. On August 19, 2025, Chris Osowski was appointed as a non-independent member of the Board upon his appointment as the Company's President and Chief Executive Officer.

  2. Our Board of Directors

    | | | | Director Since | Committee Membership | | | | | | Name and Primary Occupation | | Age | | AC | CC | NGC | RC | SPC | | Director Nominees | | | | | | | | | | | JAMES D. ANDERSON Chairman of the Board Chief Executive Officer, Molycop | 68 | 2008 | | | | | | | | FARHA ASLAM Managing Partner, Crescent House Capital | 57 | 2021 | | | | | | | | STEVEN FURCICH Partner, Tillridge Global Agribusiness Fund | 67 | 2025 | | | | | | | | CARL GRASSI Former Chairman, McDonald Hopkins LLC | 66 | 2025 | | | | | | | | CHRIS OSOWSKI President and Chief Executive Officer, Green Plains | 47 | 2025 | | | | | | | | BRIAN PETERSON President and Chief Executive Officer, Whiskey Creek Enterprises | 62 | 2005 | | | | | | | | MARTIN SALINAS JR. Former Chief Financial Officer, Energy Transfer Partners, LP | 54 | 2021 | | | | | | | | PATRICK SWEENEY Director, Portfolio Manager, Ancora Holdings Group LLC | 36 | 2025 | | | | | | | | KIMBERLY WAGNER Managing Partner, TBGD Partners | 62 | 2020 | | | | | |

  3. Our Board of Directors

    | | | | | IND Independent Director | | | Chair | | Member | | AC Audit Committee | CC Compensation Committee | | | | | | NGC Nominating and Governance Committee | | | | | | | RC Risk Committee | SPC Strategic Planning Committee |

  4. Our Board of Directors

    | 8 | GREEN PLAINS INC. 2026 ANNUAL MEETING OF SHAREHOLDERS AND PROXY STATEMENT |

  5. Director Nominee Biographical Information and Experience

    Director Nominee Biographical Information and Experience

  6. Nominees for Election at the 2026 Annual Meeting

    Nominees for Election at the 2026 Annual Meeting

  7. Nominees for Election at the 2026 Annual Meeting

    | | | | James D. Anderson Chairman of the Board Chief Executive Officer, Molycop Age: 68 Director Since: 2008 Committees: Compensation, Risk, Strategic Planning | | | | Director Qualifications Mr. Anderson is qualified to serve as a director because of his commodity experience and agribusiness knowledge, which provides the Board with a relevant depth of understanding of our operations. Past Public Company Directorships —United Malt Holdings | | | Background —Chief Executive Officer of Molycop since November 2017 —Served as Managing Director and Operating Partner at CHAMP Private Equity —Served The Gavilon Group, LLC as its President and Chief Executive Officer from October 2014 until February 2016 as well as its Chief Operating Officer, Fertilizer, since February 2010 —Served as Chief Executive Officer and member of the board of directors at United Malt Holdings, a producer of malt for use in the brewing and distilling industries, from September 2006 to February 2010 —Served as Chief Operating Officer / Executive Vice President of CT Malt, a joint venture between ConAgra Foods, Inc. and Tiger Brands of South Africa, beginning in April 2003 —Served as Senior Vice President and then President of ConAgra Grain Companies —His career has also included association with the firm Ferruzzi USA and as an Operations Manager for Pillsbury Company —Served as a Board Member of the North American Export Grain Association and the National Grain and Feed Association —Holds a Bachelor of Arts degree with a Finance emphasis from the University of Wisconsin - Platteville | | | | Skills | —Industrial Mfg & Ingredient Prod —Commodity Markets/ Marketing —Strategy Development | —International Business —M&A/Partnerships —Capital Markets | | —Audit/Risk/Cybersecurity —Legal/Regulatory/Gov’t Rel —Public Co/Corp Govern/Sustainability | —Executive Leadership —Executive Compensation |

  8. Nominees for Election at the 2026 Annual Meeting

    | CORPORATE GOVERNANCE | 15 |

  9. Nominees for Election at the 2026 Annual Meeting

    | | | | Farha Aslam Managing Partner, Crescent House Capital Age: 57 Director Since: 2021 Committees: Risk (Chair), Compensation | | | | Director Qualifications Ms. Aslam is qualified to serve as a director because of her extensive knowledge of the agriculture and ethanol industries, as well as her investor and financial knowledge from years working at a leading investment bank, providing the Board with valued industry experience. Current Public Company Directorships —Pilgrim’s Pride Corporation (PPC) —Calavo Growers, Inc. (CVGW) Past Public Company Directorships —AdvanSix Inc. (ASIX) | | | Background —Managing Partner of Crescent House Capital since October 2019 —Previous experience includes service as Managing Director at Stephens Inc where she led the firm’s Food and Agribusiness equity research team. Previously she was a vice president at Merrill Lynch and a risk management advisor at UBS —In addition to the current public company directorships, also serves on the boards of Farmers Fridge, Packers Sanitation Services, Inc. and Saffron Road —Serves as a member of the audit and sustainability committees at Pilgrim's Pride —Previously served as a member of the audit and compensation committees at AdvanSix —Has a Master’s degree in Business Administration from Columbia University and a Bachelor of Arts degree in Economics from the University of California | | | | Skills | —Industrial Mfg & Ingredient Prod —Commodity Markets/Marketing —Strategy Development | —International Business —M&A/Partnerships —Capital Markets | | —Audit/Risk/ Cybersecurity —Legal/Regulatory/ Gov’t Rel —Public Co/Corp Govern/ESG | —Executive Leadership —Executive Compensation |

  10. Nominees for Election at the 2026 Annual Meeting

    | 16 | GREEN PLAINS INC. 2026 ANNUAL MEETING OF SHAREHOLDERS AND PROXY STATEMENT |

  11. Nominees for Election at the 2026 Annual Meeting

    | | | | Steven Furcich Partner, Tillridge Global Agribusiness Fund Age: 67 Director Since: 2025 Committees: Strategic Planning (Chair), Compensation | | | | Director Qualifications Mr. Furcich is qualified to serve as a director because of his extensive knowledge of the midstream and downstream agribusiness sectors, providing the Board with valued industry experience. Current Directorships in Public Company Subsidiaries —Wilmar Nutrition, a subsidiary of Wilmar International (WLMIY) —Furst-McNess and Devenish Nutrition, subsidiaries of Easy Bio, Inc. | | | Background —Partner, Tillridge Global Agribusiness Fund and Director for portfolio companies in the Tillridge and NGP Agribusiness Follow-on Funds since 2016 —Served as President of Archer Daniels Midland Company’s Nutrition and Malting divisions from 2002 to 2009 —Served as the Vice President and Director of Group Operations for Oilseeds from 2000 to 2002, responsible for all global manufacturing operations for the Oilseeds, Cocoa, Nutrition, and Animal Nutrition Divisions —Has a Bachelor's degree in Agricultural Engineering from the University of Illinois | | | | Skills | —Industrial Mfg & Ingredient Prod —Commodity Markets/Marketing —Strategy Development | —International Business —M&A/Partnerships —Capital Markets | | —Legal/Regulatory/ Gov’t Rel —Public Co/Corp Govern/Sustainability | —Executive Leadership —Executive Compensation |

  12. Nominees for Election at the 2026 Annual Meeting

    | CORPORATE GOVERNANCE | 17 |

  13. Nominees for Election at the 2026 Annual Meeting

    | | | | Carl Grassi Former Chairman, McDonald Hopkins LLC Age: 66 Director Since: 2025 Committees: Nominating and Governance, Strategic Planning | | | | Director Qualifications Mr. Grassi is qualified to serve as a director because of his extensive legal and accounting knowledge, serving as an advisor and director to numerous public companies and providing the Board with valued industry experience. Current Public Company Directorships —Regional Brands, Inc. (RGBD) Past Public Company Directorships —J. Alexander's Inc. —Mace Security International, Inc. | | | Background —Former Senior Counsel at McDonald Hopkins, LLC through March 2024, former Chairman of Board Directors and Executive Committee from 2016 to 2019, President and Chairman from 2007 to 2016 and member of the Board of Directors from 1997 to 2020 —Worked as an attorney since July 1992 with experience as corporate counsel and a business advisor to a number of middle-market and growth companies —Member of the board of directors of the International Lawyers Network from May 2019 to March 2022 —Member of Greater Cleveland Sports Commission from April 2007 to 2022 —Has a Juris Doctor's degree from Cleveland State University College of Law and a Bachelor’s degree in Accounting from John Carroll University —Certified Public Accountant (non-active) in state of Ohio | | | | Skills | —Industrial Mfg & Ingredient Prod —Strategy Development | —M&A/Partnerships —Capital Markets | | —Audit/Risk/ Cybersecurity —Legal/Regulatory/ Gov’t Rel —Public Co/Corp Govern/Sustainability | —Executive Leadership —Executive Compensation |

  14. Nominees for Election at the 2026 Annual Meeting

    | 18 | GREEN PLAINS INC. 2026 ANNUAL MEETING OF SHAREHOLDERS AND PROXY STATEMENT |

  15. Nominees for Election at the 2026 Annual Meeting

    | | | | Chris Osowski President and Chief Executive Officer, Green Plains Age: 47 Director Since: 2025 Committees: None | | | | Director Qualifications Mr. Osowski is qualified to serve as a director because he provides an insider’s perspective about our business and strategic direction to Board discussions. His extensive operations, commodity and leadership experience make him an essential member of the Board. | | | Background —Served as President and Chief Executive Officer, as well as director, since August 2025 —Member of Executive Committee from February 2025 to August 2025 —Executive Vice President – Operations and Technology from January 2022 to August 2025 —Vice President Global Technology at ADM from August 2020 to December 2021 —General Director, Aston Startch Products, an ADM joint venture in Moscow, from July 2018 to August 2020 —Director – India Operations, New Delhi at ADM from February 2015 to February 2017 —Held several other senior level positions at ADM from August 2013 to January 2015 —Held several senior level positions at Tate & Lyle from August 2008 to August 2013 —Production Support Manager at Renewable Energy Group from March 2007 to August 2008 —Technical Manager at Poet from September 2003 to March 2007 —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 | | | | Skills | —Industrial Mfg & Ingredient Prod —Commodity Markets/ Marketing | —Strategy Development —International Business | | —M&A/Partnerships —Public Co/Corp Govern/Sustainability | —Executive Leadership |

  16. Nominees for Election at the 2026 Annual Meeting

    | CORPORATE GOVERNANCE | 19 |

  17. Nominees for Election at the 2026 Annual Meeting

    | | | | Brian Peterson President and Chief Executive Officer, Whiskey Creek Enterprises Age: 62 Director Since: 2005 Committees: Compensation (Chair), Risk | | | | Director Qualifications Mr. Peterson is qualified to serve as a director because of his ethanol and grain industry experience, which serves as an important resource to the Board. | | | Background —President and Chief Executive Officer of Whiskey Creek Enterprises since 1986 —Served on the board of Green Plains Cattle Company LLC from 2014 to 2020 —Served as our Executive Vice President in charge of site development from 2005 to October 2008 —Sole founder and owner of Superior Ethanol LLC, which was acquired by us in 2006 —For over twenty years, he has owned and operated grain farming entities, which now includes acreages in Iowa, Arkansas and South Dakota —Built, owns and operates a cattle feedlot in northwest Iowa —Has a Bachelor of Science degree in Agricultural Business from Dordt University —Investor in several other ethanol companies | | | | Skills | —Industrial Mfg & Ingredient Prod | —Commodity Markets/ Marketing | | —Audit/Risk/ Cybersecurity | —Executive Leadership |

  18. Nominees for Election at the 2026 Annual Meeting

    | 20 | GREEN PLAINS INC. 2026 ANNUAL MEETING OF SHAREHOLDERS AND PROXY STATEMENT |

  19. Nominees for Election at the 2026 Annual Meeting

    | | | | Martin Salinas Jr. Former Chief Financial Officer Energy Transfer Partners, LP Age: 54 Director Since: 2021 Committees: Audit (Chair), Nominating and Governance | | | | Director Qualifications Mr. Salinas is qualified to serve as a director because he possesses the requisite education and business acumen to serve as an audit committee financial expert along with having served on other boards as well as the CFO of another public company. Past Public Company Directorships —Noble Midstream Partners L.P. (NBLX) —NuStar Energy L.P. (NS) —Green Plains Partners LP (GPP) | | | Background —Former Chief Financial Officer of Energy Transfer Partners, LP, one of the largest publicly traded master limited partnerships from 2008 to 2015. Prior to that, he served as their controller and vice president of finance from 2004 to 2008 —Served as an audit committee member at NuStar Energy —Began his career at KPMG —Advisory council member of the University of Texas in San Antonio —Holds a Bachelor’s Degree in Business Administration from the University of Texas in San Antonio. He is a member of the Texas Society of Certified Public Accountants | | | | Skills | —Commodity Markets/Marketing —Strategy Development | —M&A/Partnerships —Capital Markets | | —Audit/Risk/ Cybersecurity —Public Co/Corp Govern/Sustainability | —Executive Leadership —Executive Compensation |

  20. Nominees for Election at the 2026 Annual Meeting

    | CORPORATE GOVERNANCE | 21 |

  21. Nominees for Election at the 2026 Annual Meeting

    | | | | Patrick Sweeney Director, Portfolio Manager, Ancora Holdings Group LLC Age: 36 Director Since: 2025 Committees: Audit, Strategic Planning | | | | Director Qualifications Mr. Sweeney is qualified to serve as a director because of his background as an investor and financial knowledge from more than a decade working at a leading investment firm, providing the Board with valued industry experience. | | | Background —Director, Portfolio Manager, Ancora Holdings Group LLC —Serves as a Portfolio Manager in Ancora's Alternatives Group for the firm's activist strategy —Previously served as an equity analyst for Ancora's Alternatives group after joining Ancora in an institutional marketing role in 2013 —Prior to joining Ancora, worked as a Corporate Banking Analyst at PNC Financial Services in the healthcare and public finance group, handling the corporate banking needs of large healthcare providers and municipalities in the Midwest —Has a Bachelor of Science degree in finance from John Carroll University | | | | Skills | —Industrial Mfg & Ingredient Prod —Strategy Development | —M&A/Partnerships —Capital Markets | | —Audit/Risk/ Cybersecurity —Legal/Regulatory/ Gov’t Rel | —Public Co/Corp Govern/Sustainability |

  22. Nominees for Election at the 2026 Annual Meeting

    | 22 | GREEN PLAINS INC. 2026 ANNUAL MEETING OF SHAREHOLDERS AND PROXY STATEMENT |

  23. Nominees for Election at the 2026 Annual Meeting

    | | | | Kimberly Wagner Managing Partner, TBGD Partners Age: 62 Director Since: 2020 Committees: Nominating and Governance (Chair), Audit | | | | Director Qualifications Ms. Wagner is qualified to serve as a director because of her extensive strategy, governance and operational experience in the agribusiness, food/nutrition and life science sectors, providing the Board with valued industry experience. | | | Background —Founder and Managing Partner of TBGD Partners since January 2018 —Previous industry experience includes Venture Partner at Flagship Pioneering and President and Chief Operating Officer of CiBO Technologies from 2018-2019; Equity Partner at McKinsey & Company from 2016 to 2018; Senior Partner and Managing Director at The Boston Consulting Group, Inc. from 2001 to 2015 where she founded the Global Agriculture Practice Area —Serves on the board of Frontier National Products (Frontier Co-Op) where she chairs the Governance Committee and is a former director at SmithFoods, Inc. and former Trustee at Cornell University —Serves on the boards of several not-for-profit organizations with agricultural, sustainability, and/or educational missions and is an active member of multiple national and international scientific societies —Holds certifications in governance (NACD.DC), sustainability (GCB.D), climate/biodiversity (CCB.D) and cyber-risk oversight (CERT) —Has a PhD in Biological Chemistry and Molecular Pharmacology from Harvard University, a Master of Science in Animal Science from Texas A&M University, and a Bachelor of Science with distinction in Biology and Animal Science from Cornell University | | | | Skills | —Industrial Mfg & Ingredient Prod —Strategy Development | —International Business —M&A/Partnerships | | —Audit/Risk/Cybersecurity —Legal/Regulatory/Gov’t Rel | —Public Co/Corp Govern/Sustainability —Executive Leadership |

  24. Nominees for Election at the 2026 Annual Meeting

    | CORPORATE GOVERNANCE | 23 |

  25. Compensation of Directors

    Compensation of Directors Upon the recommendation of the Compensation Committee, we compensate our non-employee directors through a retainer structure for knowledge of us and the industry in which we operate, serving in a stewardship role, preparing for and attending Board and committee meetings, and serving as Board leadership or a committee Chairperson. Compensation for Board members has not been changed since August 2022, with the exception of the addition of Risk and Strategic Planning Committee chair retainers. Board members are also reimbursed for travel and other business-related expenses. A summary is as follows:

  26. Compensation of Directors

    | Type | Amount | | Annual Cash Retainer | $90,000 | | Restricted Stock | $135,000 | | Committee Chair Retainers | Board Chair and Audit, Risk and Strategic Planning Committee - $20,000 each Nominating and Governance Committee - $15,000 Compensation Committee - $10,000 |

  27. Compensation of Directors

    On June 6, 2025, the Company’s non-employee directors each received a grant of 32,375 shares of restricted stock with an award value of $135,000 pursuant to the 2019 Equity Incentive Plan, as amended. The award vests and shares of Common Stock are issued after one year. On April 14, 2025, the Company's three new non-employee directors each received a pro rata grant of 5,079 shares of restricted stock with an award value of $19,600 for their service through the June 6, 2025 annual meeting. As employees, neither Mr. Becker nor Mr. Osowski received director compensation. See Summary Compensation Table for information on their compensation.

  28. Compensation of Directors

    | CORPORATE GOVERNANCE | 37 |

  29. Compensation of Directors

    The following table sets forth certain information regarding the fees earned or paid in cash and stock awards granted to each outside director during the fiscal year ended December 31, 2025:

  30. Compensation of Directors

    | Name | Fees Earned or Paid in Cash ($) | Stock Awards ($) (1) | Option Awards ($) | All Other Compensation ($) | Total ($) | | James D. Anderson, Chairman | 110,000 | - | - | - | 110,000 | | Farha Aslam (2) | 106,822 | 135,000 | - | - | 241,822 | | Steven Furcich (3) | 65,072 | 154,600 | - | - | 219,672 | | Carl Grassi (4) | 64,250 | 154,600 | - | - | 218,850 | | Ejnar A. Knudsen III (5) | 39,000 | - | - | - | 39,000 | | Brian Peterson | 100,000 | 135,000 | - | - | 235,000 | | Martin Salinas Jr. | 110,000 | 135,000 | - | - | 245,000 | | Patrick Sweeney (6) | 64,250 | 154,600 | - | - | 218,850 | | Alain Treuer (7) | 39,000 | - | - | - | 39,000 | | Kimberly Wagner | 105,000 | 135,000 | - | - | 240,000 |

  31. Compensation of Directors

    (1)Amounts for “Stock Awards” reflect the aggregate grant date fair value of annual restricted stock grants pursuant to the Plan computed in accordance with ASC 718. On June 6, 2025, our non-employee directors, received a grant of restricted stock with an award value of $135,000, or 32,375 shares of restricted stock, which were outstanding as of December 31, 2025, with the exception of Mr. Anderson due to his discretionary election to decline his award for 2025. This grant represents noncash compensation for Board service for the year following that date. On April 14, 2025, the Company's three new non-employee directors each received a pro rata grant of 5,079 shares of restricted stock with an award value of $19,600 for their service through the June 6, 2025 annual meeting. (2)Ms. Aslam was appointed as Chair of the Risk Committee effective February 28, 2025. (3)Mr. Furcich was appointed as a new Board member on April 14, 2025, and was appointed as a new member of the Compensation Committee effective May 7, 2025 and as Chair of the Strategic Planning Committee effective December 17, 2025. Stock awards granted include a pro rata grant on April 14, 2025, representing a portion of the full annual stock award for the portion of the year served, in addition to the full annual stock award awarded on June 6, 2025. (4)Mr. Grassi was appointed as a new Board member on April 14, 2025, and was appointed as a new member of the Nominating and Governance Committee effective April 16, 2025. Stock awards granted include a pro rata grant on April 14, 2025, representing a portion of the full annual stock award for the portion of the year served, in addition to the full annual stock award awarded on June 6, 2025. (5)Mr. Knudsen served as a Board member and a member of the Audit Committee until his term ended on June 6, 2025. (6)Mr. Sweeney was appointed as a new Board member on April 14, 2025, and was appointed as a new member of the Audit Committee effective May 7, 2025. Stock awards granted include a pro rata grant on April 14, 2025, representing a portion of the full annual stock award for the portion of the year served, in addition to the full annual stock award awarded on June 6, 2025. (7)Mr. Treuer served as a Board member and a member of the Audit, Nominating and Governance and Risk Committees until his term ended on June 6, 2025.

  32. Compensation Discussion and Analysis

    | 54 | Executive Overview | | 57 | How We Make Compensation Decisions | | 62 | Pay Levels Peer Group |

  33. Compensation Objectives and Philosophy

    Compensation Objectives and Philosophy Our Compensation Committee has designed our executive compensation program to deliver pay that reflects corporate, business unit and individual performance that also aligns with the plans of the Company for the creation of long-term value for our shareholders. As part of our compensation philosophy, we pay executive salaries that are competitive with the majority of compensation being “at-risk” through annual cash incentive and long-term equity awards. Our annual cash incentive plan provides an incentive to achieve financial and operational performance aligned with our business plan and the long-term strategy.

  34. Compensation Best Practices

    | Special awards may be made to compensate new hires for equity they forfeit at their former employer or for targeted retention for critical and at-risk executives. One-half of annual awards granted to executive officers under the LTIP are in the form of PSUs which vest based on the attainment of pre-established performance goals aligned to the long-term strategies of the Company. We have a forward-looking performance measurement for our LTIP, with PSUs earned at the end of a three-year performance period. We maintain a compensation recovery (clawback) policy in compliance with NASDAQ listing standards to allow the Board to recover incentive compensation in connection with a material financial restatement. We adopt separate metrics for our annual incentive bonus and LTIP programs. We have stock ownership guidelines, and we prohibit stock pledging, as well as hedging transactions, for executive officers. |

  35. Use of an Independent Compensation Consultant

    Use of an Independent Compensation Consultant The Compensation Committee’s charter allows the Compensation Committee to engage an independent compensation consultant to advise the Compensation Committee on the design of our executive compensation. In 2021, the Compensation Committee engaged Pay Governance as the independent executive compensation consulting firm. Since then, Pay Governance has provided advice on peer groups, executive compensation benchmarking and our short-term and long-term executive compensation program design, and has generally advised the Compensation Committee on executive compensation matters at its meetings, including executive sessions. Pay Governance is engaged directly by, and is fully accountable to, the Compensation Committee and does not provide advice to management. The Compensation Committee has determined that Pay Governance is independent based on the independence factors provided by the SEC and NASDAQ.

  36. SIGNIFICANT ACTIONS TAKEN IN RESPONSE TO SAY-ON-PAY VOTES AND INVESTOR FEEDBACK

    | WHAT WE HEARD | ACTIONS TAKEN | EFFECTIVE STARTING | | Market preference toward forward-looking performance measurement for LTIP | We have shifted from a backward-looking/trailing performance measurement to a forward-looking performance measurement for our LTIP, with PSUs earned at the end of a three-year performance period. The 2023 PSUs vested based on achievement of future EBITDA and Ultra-High Protein and clean sugar returns. The 2024 PSUs vest based on achievement of future EBITDA and absolute stock price, as well as Ultra-High Protein, clean sugar and carbon returns. The 2025 PSUs vest based on achievement of future EBITDA and absolute stock price as well as carbon EBITDA. | FY 2018 | | Eliminate excise tax gross-up provisions | Mr. Becker agreed to an amendment to his employment agreement to eliminate the excise tax gross-up provision regarding change in control benefits that had been in his agreement for a number of years. None of our NEOs would be provided with an excise tax gross-up in the event of a qualified termination and a change in control. | FY 2018 | | Adopt a clawback policy | We adopted a compensation recovery (clawback) policy to allow the Board to recover annual or long-term incentive awards in connection with a material financial restatement. The policy was updated in November 2023 to comply with NASDAQ listing standards to require the Board to recoup certain executive incentive-based compensation in the event of an accounting restatement resulting from material noncompliance with financial reporting requirements. | FY 2018 and FY 2023 | | Market preference toward strategic performance measures in incentive payouts | Since 2018, we have granted PSUs that utilize strategic performance measures, weighted 50%, to further align our NEOs’ interests with shareholder interests and expectations. | FY 2018 | | Separate metrics in incentive plans | We adopted separate metrics for our annual incentive bonus and LTIP programs. | FY 2018 | | Peer group update | We re-evaluated our compensation benchmarking peer group to better align with our Company following the completion of acquisitions and business evolution and introduced a new performance peer group for use with PSU awards. | Annually since FY 2016 | | Stock ownership guidelines and Pledging Policy | We have stock ownership guidelines with detailed procedures, and we have always prohibited stock pledging, as well as hedging, transactions, and any Board members granted an exception were revoked in 2021. No future exceptions will be allowed. | FY 2011 FY 2021 and FY 2024 |

  37. SIGNIFICANT ACTIONS TAKEN IN RESPONSE TO SAY-ON-PAY VOTES AND INVESTOR FEEDBACK

    | WHAT WE HEARD | ACTIONS TAKEN | EFFECTIVE STARTING | | CEO Compensation | | | | Concern with level of CEO target and maximum bonus opportunity | We moved towards a more typical compensation mix beginning in 2018, increasing the CEO’s base salary, but maintaining a below market median salary and reducing his target annual incentive to 200% of salary and maximum annual incentive to 1.5x the target bonus. | FY 2018 | | Proxy Design | | | | Provide an executive summary in the Proxy Statement and discuss responsiveness to shareholder feedback | We have improved our proxy disclosures by including a proxy summary and an executive summary at the beginning of the Compensation Discussion and Analysis section of the Proxy Statement. We have expanded disclosures on our shareholder input, practices, governance and sustainability matters. Re-designed the proxy layout to be more consistent with best practices and more user friendly. | FY 2017 and FY 2022 |

  38. Use of Peer Companies in Setting Executive Compensation and Measuring Performance

    Use of Peer Companies in Setting Executive Compensation and Measuring Performance

  39. Purpose

    | The Compensation Committee uses peer group to assess executive compensation opportunities and competitive compensation (the "Pay Levels Peer Group"). |

  40. Purpose

    As discussed in more detail below, our Company has a unique product offering that makes it difficult to establish a group of pay-level peer companies for evaluating the competitiveness of our NEOs’ compensation opportunities and for measuring our relative business performance. It is challenging to identify appropriate peers for our business performance among companies in our S&P 8-digit and 6-digit Global Industry Classification Standard (GICS) codes, as many of the companies in those GICS codes that are of roughly similar size are exclusively energy focused, or manufacture, market, and distribute food for human consumption. These latter companies typically use agricultural commodities as ingredients in their products, and as a result these companies would typically experience reduced performance when these commodity prices rise. In contrast, our products are not generally for human consumption and our product prices generally track the performance of an identified group of agricultural commodities. As those agricultural commodities prices rise, our financial performance will generally improve, and conversely, as those commodities prices fall, our financial performance will generally be negatively impacted. As a result, our Company tends to operate in opposite economic cycles from many of the other food or agricultural-related companies in our general GICS codes. The Compensation Committee, in consultation with Pay Governance, updated the selected companies for the Pay Levels Peer Group. The Pay Levels Peer Group has one or more of the following characteristics: (i) similar in size and financial performance to us, in particular market capitalization (ii) within a relevant industry group (including companies engaged in the production of ethanol, alternative fuels or gasoline oxygenates as well as the marketing and distribution of such fuels and increasingly so, companies engaged in the processing of agriculture products and or in specialty chemicals), (iii) considered competitors to us according to analysts and advisory firms and other selection criteria. The composition of the peer group is periodically reviewed and, if appropriate, updated to ensure continued relevancy and to account for mergers, acquisitions, divestitures or other business-related changes that may occur. The Compensation Committee believes that it is appropriate to use companies that are generally similar in size to our Company for pay comparisons.

  41. Purpose

    The Compensation Committee uses competitive pay information derived from the Pay Levels Peer Group to generally inform its compensation decisions but does not formulaically benchmark based on this data. The Compensation Committee generally sets target levels of annual total direct compensation for the NEOs within a competitive range of the market median of the Pay Levels Peer Group. The Compensation Committee considers each executive’s experience, responsibilities, performance and internal equity when setting compensation opportunities. Given the weighting assigned to at-risk incentives, when Company performance is strong, executives can earn above median compensation. Where Company performance is weaker, compensation will be below the market median.

  42. Pay Levels Peer Group

    Pay Levels Peer Group The following companies comprised the Pay Levels Peer Group used to inform 2025 pay decisions.

  43. Pay Levels Peer Group

    | Pay Levels Peer Group | | Alto Ingredients, Inc. Calumet, Inc. Clean Energy Fuels Corporation CVR Energy, Inc. H.B. Fuller Company Ingevity Corporation Innospec Inc. Koppers Holdings Inc. New Market Corporation Par Pacific Holdings, Inc. Rayonier Advanced Materials Inc. REX American Resources Corporation Stepan Company Talos Energy Inc. The Andersons, Inc. |

  44. Pay Levels Peer Group

    In 2025, the Company reviewed its Pay Levels Peer Group as a result of changes in the Company's size, market capitalization and other factors. In August of 2025, the Company updated its Pay Levels Peer Group to add seven companies, including Alto Ingredients, Inc., Calumet, Inc., Ingevity Corporation, Innospec Inc., Rayonier Advanced Materials Inc., REX American Resources Corporation and Stepan Company, and to eliminate three companies, including Darling Ingredients Inc., Delek US Holdings, Inc. and Ingredion Incorporated. The Company deemed these remaining companies sufficient to represent our Company for purposes of informing 2025 pay decisions.

  45. Pay Levels Peer Group

    | EXECUTIVE COMPENSATION | 63 |

  46. Executive Compensation Snapshot

    | | FIXED | VARIABLE | | | | | | | LONG-TERM INCENTIVE COMPENSATION | | | | BASE SALARY | ANNUAL INCENTIVE COMPENSATION | RSAs | PSUs | | CEO TARGET PAY MIX | | | | | | NEO TARGET PAY MIX | | | | |

  47. Annual Incentive Compensation

    Annual Incentive Compensation

  48. Overview

    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.

  49. Annual Incentive Award Opportunities

    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:

  50. Annual Incentive Award Opportunities

    | Executive (1) | Target Cash Bonus as a Percent of Base Salary | Potential Award Range as a Percent of Base Salary | | Mr. Osowski (2) | 100% | 0 – 200% | | Ms. Mapes | 80% | 0 – 200% | | Mr. Boggs (3) | 80% | 0 – 200% | | Mr. Collins (4) | 80% | 0 – 200% | | Mr. Havasi | 80% | 0 – 200% | | Mr. Herbert | 80% | 0 – 200% | | Mr. Simpkins (5) | 80% | 0 – 200% |

  51. Annual Incentive Award Opportunities

    (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.

  52. Annual Incentive Award Opportunities

    | 66 | GREEN PLAINS INC. 2026 ANNUAL MEETING OF SHAREHOLDERS AND PROXY STATEMENT |

  53. Annual Incentive Award Formula

    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:

  54. Annual Incentive Award Formula

    | Objective | Weighting | Threshold Performance / 50% Payout | | Target Performance / 100% Payout | | Maximum Performance / 200% Payout (1) | | | Emergent EBITDA (2) | 30% | | Earned based on various performance targets for each product | | | | | | Safety (3) | 5% | | Earned based on various safety targets | | | | | | Run Rate (mm bushels/year) | 5% | | 240 | | 259 | | 267 | | Renewable Corn Oil, Protein and Ethanol Yields | 5% | | Earned based on various performance targets for each product | | | | | | Other Operating Initiatives | 35% | | Earned based on various quantitative metrics for each operating initiative (4) | | | | | | MBOs / Individual Performance | 20% | | Earned through MBO attainment | | | | |

  55. Annual Incentive Award Formula

    (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:

  56. Annual Incentive Award Formula

    | Level of Attainment | Payout as a % of the Target Bonus (All NEOs except CEO) | Payout as a % of the Target Bonus (CEO) | | Threshold | 50% | 50% | | Target (% of Salary) | 80% | 100% | | Maximum | 200% | 200% |

  57. Annual Incentive Award Formula

    | EXECUTIVE COMPENSATION | 67 |

  58. Determination of Payouts

    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.

  59. Determination of Payouts

    | Company Objective | Weighting | Threshold Performance | Target Performance | Maximum Performance (1) | | Emergent EBITDA | | Earned based on various performance targets for each metric (2) | | | | Safety | | Earned based on various safety targets (3) | | | | Run Rate (mm bushels/year) | | | | | | Renewable Corn Oil, Protein and Ethanol Yields | | Earned based on various performance targets for each product (4) | | | | Other Operating Initiatives | | Earned based on various quantitative metrics for each operating initiative (5) | | | | Individual Performance | | | | | | MBOs | | Earned on an individual basis | | | | (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 four products, for which the Company achieved a payout on all four. (3)The Company achieved a payout on all five of these performance measures. (4)The Company achieved these performance measures at an average of 98% of target. (5)The Company achieved these performance measures on two of the three initiatives. | | | | |

  60. Determination of Payouts

    | 68 | GREEN PLAINS INC. 2026 ANNUAL MEETING OF SHAREHOLDERS AND PROXY STATEMENT |

  61. Determination of Payouts

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

  62. Chief Human Resources Officer (Mr. Herbert)

    | Executive (1) | Fiscal 2025 Target Bonus Opportunity | 2025 Bonus | Payout as a Percent of Target | | Mr. Osowski | $650,000 | $636,000 | 98% | | Ms. Mapes | $360,000 | $411,390 | 114% | | Mr. Boggs (2) | $320,000 | $— | 0% | | Mr. Herbert | $320,000 | $366,000 | 114% | | Mr. Havasi | $260,000 | $258,115 | 99% | | Mr. Collins | $252,480 | $251,000 | 99% | | Mr. Simpkins (3) | $360,000 | $— | 0% |

  63. Chief Human Resources Officer (Mr. Herbert)

    (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.

  64. Long-Term Incentive Compensation

    Long-Term Incentive Compensation

  65. Overview

    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.

  66. Type and Incentive Mix

    | LTI Incentive Mix | | Year 1 | Year 2 | Year 3 | Year 4 | | | RSAs | Grant | One Third Vests | One Third Vests | One Third Vests | | | PSUs | | | | Earned |

  67. Type and Incentive Mix

    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.

  68. Grants

    | Executive (1) | Number of Shares | | Award Value (2) | | | | Award as a % of Annual Base Salary | | | | RSAs | PSUs | RSAs | | PSUs | | RSAs | PSUs | | Mr. Osowski (3)(4) | 140,006 | 132,321 | | $1,040,173 | | $1,194,825 | 160% | 184% | | Ms. Mapes (3) | 56,073 | 48,388 | | $340,172 | | $303,877 | 76% | 68% | | Mr. Boggs | 32,259 | 32,259 | | $176,779 | | $202,587 | 44% | 51% | | Mr. Collins (5) | 23,609 | 15,828 | | $207,014 | | $168,015 | 66% | 53% | | Mr. Havasi (3) | 48,008 | 40,323 | | $295,976 | | $253,228 | 91% | 78% | | Mr. Herbert (3) | 56,073 | 48,388 | | $340,172 | | $303,877 | 85% | 76% | | Mr. Simpkins | 48,388 | 48,388 | | $265,166 | | $303,877 | 74% | 84% |

  69. Grants

    (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.

  70. Metrics

    | Performance Level | Payout % of Target Number of PSUs Earned | | Maximum | 200%* | | Target | 100% | | Threshold | 50% |

  71. Employment and Severance Agreements

    Employment and Severance Agreements The Company has entered into Employment Agreements with Messrs. Osowski, Collins, Havasi and Herbert that provide for, among other things, potential payments and other benefits upon termination of employment for a variety of reasons. Additionally, the Company has entered into Change in Control Severance Plans with Messrs. Osowski, Havasi and Herbert that provide for, among other things, potential payments and other benefits upon termination of employment due to a change in control. Mr. Becker, Ms. Mapes, Mr. Boggs, Mr. Kadavy and Mr. Simpkins departed the Company effective March 1, 2025, December 31, 2025, January 5, 2026, February 6, 2025 and August 27, 2025, respectively. See “Employment Agreements” and “Potential Payments upon Termination or Change in Control” included elsewhere in this Proxy Statement for a description of these agreements, including the severance benefits thereunder. The Compensation Committee believes that these severance arrangements are an important part of overall compensation for our NEOs and an important recruitment and retention tool as most of our competitors have implemented similar arrangements for their senior employees. Certain of these agreements include the Compensation Committee approved change of control provisions to provide reasonable protection to our senior executives in the context of an actual or potential change of control of our Company. The Compensation Committee views these arrangements as preventing management distraction during the critical periods prior to and immediately following a change of control. The Compensation Committee may adjust base salary, bonus percentage or long-term incentives to levels that exceed the initial terms of the executive officers’ employment agreements based on its periodic review of compensation data.

  72. Summary Compensation Table

    Summary Compensation Table The following table sets forth certain information with respect to the total compensation paid or earned by each of our named executive officers for our fiscal years 2025, 2024 and 2023:

  73. Summary Compensation Table

    | Name and Principal Position | Year | Salary ($) | Bonus ($) | Stock Awards ($) (1) | Non-Equity Incentive Plan Comp. ($) (2) | All Other Comp. ($) (3) | Total ($) | | Chris Osowski (4)(5) -President and Chief Executive Officer (since August 2025) -Executive Committee Member (March 2025 - August 2025) -Executive Vice President Operations and Technology (January 2024 - August 2025) | 2025 | 476,808 | 75,000 | 2,234,998 | 686,000 | 24,949 | 3,497,755 | | | 2024 | 395,989 | – | 602,733 | 290,400 | 17,848 | 1,306,970 | | Todd Becker (6) Former President and Chief Executive Officer | 2025 | 132,308 | – | – | – | 2,124,264 | 2,256,572 | | | 2024 | 800,000 | – | 3,987,183 | 772,240 | 116,594 | 5,676,017 | | | 2023 | 800,000 | – | 3,946,767 | 725,000 | 111,420 | 5,583,187 | | Michelle Mapes (5)(7) -Former Interim Principal Executive Officer (March 2025 - August 2025) -Executive Committee Member (March 2025 - August 2025) -Former Chief Legal and Administration Officer and Corporate Secretary (January 2023 - December 2025) -Former Head of Carbon (February 2025 - December 2025) | 2025 | 446,769 | 575,000 | 644,049 | 411,390 | 71,387 | 2,148,595 | | | 2024 | 420,000 | – | 556,378 | 304,920 | 35,210 | 1,316,508 | | | 2023 | 420,000 | – | 563,852 | 273,000 | 31,105 | 1,287,957 | | Phil Boggs (8) Former Chief Financial Officer | 2025 | 389,231 | – | 379,366 | – | 22,578 | 791,175 | | | 2024 | 316,667 | – | 620,926 | 200,400 | 23,457 | 1,161,450 | | Trent Collins (9)(10) Senior Vice President - Operations | 2025 | 273,275 | – | 375,029 | 251,000 | 74,685 | 973,989 | | Imre Havasi (5)(9) -Senior Vice President - Head of Trading and Commercial Operations -Executive Committee Member (March 2025 - August 2025) | 2025 | 309,327 | 75,000 | 549,204 | 258,115 | 18,103 | 1,209,749 | | James Herbert II (5)(9) -Chief Human Resources Officer -Executive Committee Member (March 2025 - August 2025) | 2025 | 385,096 | 75,000 | 644,049 | 366,000 | 30,251 | 1,500,396 | | Grant Kadavy (11) Former Executive Vice President Commercial Operations | 2025 | 44,135 | – | – | – | 821,320 | 865,455 | | | 2024 | 417,500 | – | 741,837 | 244,800 | 18,748 | 1,422,885 | | | 2023 | 380,000 | – | 657,849 | 201,000 | 18,606 | 1,257,455 | | Patrich Simpkins (12) -Former Chief Executive Officer - Fluid Quip (March 2025 - August 2025) -Former Chief Transformation Officer (January 2023 - March 2025) | 2025 | 295,962 | 500,000 | 569,043 | – | 349,127 | 1,714,132 | | | 2023 | 450,000 | – | 657,849 | 211,000 | 32,027 | 1,350,876 |

  74. Summary Compensation Table

    (1)Amounts for “Stock Awards” reflect a grant date fair value of $5.48/share in 2025, $20.31/share in 2024 and $32.57/share in 2023 for all awards other than market-based PSU awards, which reflect a fair value of $7.08/share in 2025 and $25.23/share in 2024, computed in

  75. Summary Compensation Table

    | 76 | GREEN PLAINS INC. 2026 ANNUAL MEETING OF SHAREHOLDERS AND PROXY STATEMENT |

  76. Summary Compensation Table

    accordance with ASC 718. Amounts for “Stock Awards” also reflect grant date fair values of $8.34/share for all awards other than market-based PSU awards at a fair value of $12.89/share for Mr. Osowski and Mr. Collins, $9.64/share for Mr. Collins upon promotion in 2025, $9.76/share for Mr. Osowski, Ms. Mapes, Mr. Havasi and Mr. Herbert for their service on the Executive Committee, and $11.31/share for Mr. Boggs upon promotion in 2024. Restricted stock awards granted in 2025, 2024 and 2023 vest ratably over the three-year period following the date of grant. PSU awards were granted to all NEOs in March 2025, March 2024 and March 2023, which cliff-vest in March 2028, March 2027 and March 2026, respectively, based on achievement of a variety of key initiatives. PSU awards are included in the Stock Awards column above and presented as the fair value at the date of the grant based the Company’s closing stock price. The grant date fair value of the 2025 restricted stock awards, as well as the target and maximum potential fair value of the PSU awards, are also provided below. See the Compensation Discussion and Analysis section for additional information.

  77. Summary Compensation Table

    | | | PSUs | | | Name | RSAs ($) | Target ($) | Maximum ($) | | Mr. Osowski | 1,040,173 | 1,194,825 | 2,389,650 | | Mr. Becker (6) | – | – | – | | Ms. Mapes | 340,172 | 303,877 | 607,754 | | Mr. Boggs | 176,779 | 202,587 | 405,174 | | Mr. Collins | 207,014 | 168,015 | 336,030 | | Mr. Havasi | 295,976 | 253,228 | 506,456 | | Mr. Herbert | 340,172 | 303,877 | 607,754 | | Mr. Kadavy (11) | – | – | – | | Mr. Simpkins | 265,166 | 303,877 | 607,754 |

  78. Summary Compensation Table

    (2)The column for “Option Awards” has been omitted from this table because no compensation is reportable thereunder. “Non-equity incentive plan compensation” amounts were paid pursuant to the Incentive Plan. (3)“All Other Compensation” generally consists of our match to the executive officer’s 401(k) retirement plan, up to a maximum of $23,500 per employee for 2025 plus any catch-up payments for anyone age 50 or older during the calendar year, $23,000 per employee for 2024 and $22,500 per employee for 2023, and imputed income on Company-paid life insurance. (4)Effective August 19, 2025, Mr. Osowski was appointed as President and Chief Executive Officer. Mr. Osowski became a NEO in 2024. As a result, only compensation paid or earned for 2024 and 2025 is reported above. (5)Mr. Osowski, Ms. Mapes, Mr. Havasi and Mr. Hebert received a $150,000 award comprised of $75,000 in restricted shares and a $75,000 bonus payment for their service on the Executive Committee that lead to the appointment of the Company’s President and Chief Executive Officer. (6)Effective March 1, 2025, Mr. Becker departed the Company as President and Chief Executive Officer. (7)Effective December 31, 2025, Ms. Mapes departed the Company as Chief Legal and Administration Officer and Corporate Secretary. Ms. Mapes received a one-time $500,000 cash payment for leading, negotiating, documenting and closing both (1) the sale of our Obion, Tennessee plant, and (2) the BlackRock Junior Notes extensions during 2025. (8)Effective January 5, 2026, Mr. Boggs departed the Company as Chief Financial Officer. Mr. Boggs became a NEO in 2024. As a result, only compensation paid or earned for 2024 and 2025 is reported above. (9)Mr. Collins, Mr. Havasi and Mr. Herbert became NEOs in 2025. As a result, only compensation paid or earned for 2025 is reported above. (10)Effective August 19, 2025, Mr. Collins was appointed as Senior Vice President - Operations. (11)Effective February 6, 2025, Mr. Kadavy departed the Company as EVP-Commercial Operations. (12)Effective August 27, 2025, Mr. Simpkins departed the Company as Chief Executive Officer - Fluid Quip. Mr. Simpkins was a NEO in both 2023 and 2025. As a result, only compensation paid or earned for 2023 and 2025 is reported above.

  79. Summary Compensation Table

    | EXECUTIVE COMPENSATION | 77 |

  80. Grants of Plan-Based Awards Table

    Grants of Plan-Based Awards Table The following table sets forth certain information with respect to the plan-based awards granted to the named executive officers during the fiscal year ended December 31, 2025:

  81. Grants of Plan-Based Awards Table

    | | Estimated Future Payouts Under Non-Equity Incentive Plan Awards | | | | Estimated Future Payouts Under Equity Incentive Plan Awards | | | All Other Stock Awards | Grant Date Fair Value of | | Name (1)(2) | Grant Date | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | Number of Shares of Stock or Units (#) | Stock Awards ($) | | Chris Osowski | | 325,000 | 650,000 | 1,300,000 | | | | – | – | | | 3/10/25(3) | – | – | – | | | | 48,388 | 265,166 | | | 3/10/25(4) | – | – | – | 24,194 | 48,388 | 96,776 | | 303,877 | | | 8/19/25(3) | – | – | – | | | | 83,933 | 700,001 | | | 8/19/25(4) | – | – | – | 41,967 | 83,933 | 167,866 | | 890,949 | | | 12/18/25(3) | – | – | – | | | | 7,685 | 75,006 | | Michelle Mapes | | 180,000 | 360,000 | 900,000 | | | | – | – | | | 3/10/25(3) | – | – | – | | | | 48,388 | 265,166 | | | 3/10/25(4) | – | – | – | 24,194 | 48,388 | 96,776 | | 303,877 | | | 12/18/25(3) | – | – | – | | | | 7,685 | 75,006 | | Phil Boggs | | 160,000 | 320,000 | 800,000 | | | | – | – | | | 3/10/25(3) | – | – | – | | | | 32,259 | 176,779 | | | 3/10/25(4) | – | – | – | 16,130 | 32,259 | 64,518 | | 202,587 | | Trent Collins | | 126,240 | 252,480 | 631,200 | | | | | | | | 1/10/25(3) | – | – | – | | | | 7,781 | 75,009 | | | 8/19/25(3) | – | – | – | | | | 15,828 | 132,006 | | | 8/19/25(4) | – | – | – | 7,914 | 15,828 | 31,656 | | 168,015 | | Imre Havasi | | 130,000 | 260,000 | 650,000 | | | | | | | | 3/10/25(3) | | | | | | | 40,323 | 220,970 | | | 3/10/25(4) | | | | 20,162 | 40,323 | 80,646 | | 253,228 | | | 12/18/25(3) | – | – | – | | | | 7,685 | 75,006 | | James Herbert II | | 160,000 | 320,000 | 800,000 | | | | – | – | | | 3/10/25(3) | – | – | – | | | | 48,388 | 265,166 | | | 3/10/25(4) | – | – | – | 24,194 | 48,388 | 96,776 | | 303,877 | | | 12/18/25(3) | – | – | – | | | | 7,685 | 75,006 | | Patrich Simpkins (5) | | – | – | – | | | | – | – | | | 3/10/25(3) | – | – | – | | | | 48,388 | 265,166 | | | 3/10/25(4) | – | – | – | 24,194 | 48,388 | 96,776 | | 303,877 |

  82. Grants of Plan-Based Awards Table

    (1)Columns for “All other option awards: number of securities underlying options” and “Exercise or base price of option awards” have been omitted from this table because no compensation is reportable thereunder. (2)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 incentive or share awards during 2025. (3)Represents restricted stock awards granted in 2025, which vest ratably over the three-year period following the date of grant. (4)Represents PSU awards granted in 2025, which cliff vest in March 2028 based on various performance criteria. PSU awards are presented at fair value on the date of grant. See footnotes of the Summary Compensation Table for target and maximum PSU values. (5)Effective August 27, 2025, Mr. Simpkins departed the Company as Chief Executive Officer - Fluid Quip.

  83. Grants of Plan-Based Awards Table

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  84. Outstanding Equity Awards at Year-End

    Outstanding Equity Awards at Year-End The following table sets forth certain information with respect to stock awards and equity incentive plan awards for each named executive officer that have not vested and are outstanding as of December 31, 2025:

  85. Outstanding Equity Awards at Year-End

    | | | Stock Awards | | | | | | | Restricted Stock Awards | | Performance Share Units (1) | | | Name (2) | | Number of Shares or Units of Stock that have not Vested (#) | Market Value of Shares or Units of Stock that have not Vested ($) (3) | Equity Incentive Plan Awards: Number of Shares or Units of Stock that have not Vested (#) | Equity Incentive Plan Awards: Market Value of Shares or Units of Stock that have not Vested ($) (3) | | Chris Osowski | 3/9/23(4) | 2,885 | 28,273 | 8,656 | 84,829 | | | 3/13/24(5) | 9,327 | 91,405 | 13,991 | 137,112 | | | 3/10/25(6) | 48,388 | 474,202 | 48,388 | 474,202 | | | 8/19/25(7) | 83,933 | 822,543 | 83,933 | 822,543 | | | 12/18/25(8) | 7,685 | 75,313 | — | — | | Michelle Mapes | 3/9/23(4) | 2,885 | 28,273 | 8,656 | 84,829 | | | 3/13/24(5) | 8,610 | 84,378 | 12,915 | 126,567 | | | 3/10/25(6) | 48,388 | 474,202 | 48,388 | 474,202 | | | 12/18/25(8) | 7,685 | 75,313 | — | — | | Phil Boggs | 3/9/23(4) | 962 | 9,428 | 2,886 | 28,283 | | | 3/13/24(5) | 5,740 | 56,252 | 8,610 | 84,378 | | | 11/11/24(7) | 14,736 | 144,413 | — | — | | | 3/10/25(6) | 32,259 | 316,138 | 32,259 | 316,138 | | Trent Collins | 4/29/24(7) | 3,066 | 30,047 | — | — | | | 1/10/25(9) | 7,781 | 76,254 | — | — | | | 8/19/25(7) | 15,828 | 155,114 | 15,828 | 155,114 | | Imre Havasi | 5/15/23(7) | 1,074 | 10,525 | — | — | | | 3/13/24(5) | 5,022 | 49,216 | 7,534 | 73,833 | | | 3/10/25(6) | 40,323 | 395,165 | 40,323 | 395,165 | | | 12/18/25(8) | 7,685 | 75,313 | — | — | | James Herbert II | 3/9/23(4) | 2,885 | 28,273 | 8,656 | 84,829 | | | 3/13/24(5) | 8,610 | 84,378 | 12,915 | 126,567 | | | 3/10/25(6) | 48,388 | 474,202 | 48,388 | 474,202 | | | 12/18/25(8) | 7,685 | 75,313 | — | — |

  86. Outstanding Equity Awards at Year-End

    (1)Reflects the target number of PSUs granted. Performance share awards granted in 2025, 2024 and 2023 cliff-vest three years following the grant date based on attainment of performance goals. (2)Mr. Becker, Mr. Simpkins and Mr. Kadavy are not presented above as they departed the Company effective March 1, 2025, August 27, 2025, and February 6, 2025, respectively, and they did not have any outstanding share awards as of December 31, 2025. (3)The closing stock price of our Common Stock on December 31, 2025 of $9.80 was used to calculate the market value of shares and units that have not vested. (4)The March 9, 2023 restricted stock awards vest in equal installments on the first, second and third anniversaries of the date of grant. The PSUs cliff vest three years following the date of grant, subject to attainment of performance goals. (5)The March 13, 2024 restricted stock awards vest in equal installments on the first, second and third anniversaries of the date of grant. The PSUs cliff vest three years following the date of grant, subject to attainment of performance goals. (6)The March 10, 2025 restricted stock awards vest in equal installments on the first, second and third anniversaries of the date of grant. The PSUs cliff vest three years following the date of grant, subject to attainment of performance goals. (7)Messrs. Osowski, Boggs, Havasi and Collins were awarded restricted shares at the time of promotion or hiring, which vest ratably over the three-year period following the date of grant. (8)The December 18, 2025 restricted stock awards vest in equal installments on the first, second and third anniversaries of the date of grant. (9)The January 10, 2025 restricted stock award vests in equal installments on the first, second and third anniversaries of the date of grant.

  87. Outstanding Equity Awards at Year-End

    | 82 | GREEN PLAINS INC. 2026 ANNUAL MEETING OF SHAREHOLDERS AND PROXY STATEMENT |

  88. Stock Vested

    Stock Vested The following table lists the number of shares acquired and the value realized of any restricted stock that vested by the named executive officers during the fiscal year ended December 31, 2025:

  89. Stock Vested

    | | Stock Awards | | | Name (1) | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($) | | Chris Osowski (2) | 10,417 | 67,901 | | Todd Becker (3) | 377,757 | 2,217,434 | | Michelle Mapes (4) | 14,265 | 74,936 | | Phil Boggs (5) | 13,922 | 109,969 | | Trent Collins (8) | 1,534 | 5,691 | | Imre Havasi (7) | 3,587 | 18,190 | | James Herbert II (6) | 8,644 | 51,632 | | Grant Kadavy (10) | — | — | | Patrich Simpkins (9) | 146,436 | 1,377,244 |

  90. Stock Vested

    (1)The columns for "Option Awards" have been omitted from this table because no compensation is reportable thereunder. (2)Value is determined based on the closing prices of our Common Stock on the vesting date multiplied by the number of shares that vested on such dates. On January 10, 2025, the Company withheld 994 shares of the 2,868 shares of restricted stock that vested on that date to satisfy the NEO's tax withholding obligations. On March 9, 2025, the Company withheld 1,280 shares of the 2,885 shares of restricted stock that vested on that date to satisfy the NEO’s tax withholding obligations. On March 13, 2025, the Company withheld 2,069 shares of the 4,664 shares of restricted stock that vested on that date to satisfy the NEO’s tax withholding obligations. (3)Value is determined based on the closing prices of our Common Stock on the vesting date multiplied by the number of shares that vested on such dates. On March 7, 2025, the Company withheld 161,082 shares of the 377,757 shares of restricted and performance shares that vested on that date upon termination of employment to satisfy the NEO's tax withholding obligations. (4)Value is determined based on the closing prices of our Common Stock on the vesting date multiplied by the number of shares that vested on such dates. On March 9, 2025, the Company withheld 1,466 shares of the 2,885 shares of restricted stock that vested on that date to satisfy the NEO's tax withholding obligations. On March 13, 2025, the Company withheld 2,187 shares of the 4,305 shares of restricted stock that vested on that date to satisfy the NEO’s tax withholding obligations. On March 14, 2025, the Company withheld 3,594 shares of the 7,075 shares of restricted and performance shares that vested on that date to satisfy the NEO’s tax withholding obligations. (5)Value is determined based on the closing prices of our Common Stock on the vesting date multiplied by the number of shares that vested on such dates. On March 9, 2025, the Company withheld 427 shares of the 962 shares of restricted stock that vested on that date to satisfy the NEO's tax withholding obligations. On March 13, 2025, the Company withheld 1,273 shares of the 2,870 shares of restricted stock that vested on that date to satisfy the NEO’s tax withholding obligations. On March 14, 2025, the Company withheld 1,208 shares of the 2,721 shares of restricted and performance shares that vested on that date to satisfy the NEO’s tax withholding obligations. On November 11, 2025, the Company withheld 3,269 shares of the 7,369 shares of restricted stock that vested on that date to satisfy the NEO's tax withholding obligations. (6)Value is determined based on the closing prices of our Common Stock on the vesting date multiplied by the number of shares that vested on such dates. On March 9, 2025, the Company withheld 1,280 shares of the 2,885 shares of restricted stock that vested on that date to satisfy the NEO's tax withholding obligations. On March 13, 2025, the Company withheld 1,910 shares of the 4,305 shares of restricted stock that vested on that date to satisfy the NEO’s tax withholding obligations. On October 10, 2025, the Company withheld 645 shares of the 1,454 shares of restricted stock that vested on that date to satisfy the NEO’s tax withholding obligations. (7)Value is determined based on the closing prices of our Common Stock on the vesting date multiplied by the number of shares that vested on such dates. On March 13, 2025, the Company withheld 871 shares of the 2,512 shares of restricted and performance shares that vested on that date. On May 15, 2025, the Company withheld 316 shares of the 1,075 shares of restricted stock that vested on that date to satisfy the NEO’s tax withholding obligations. (8)Value is determined based on the closing prices of our Common Stock on the vesting date multiplied by the number of shares that vested on such dates. On April 29, 2025, the Company withheld 531 shares of the 1,534 shares of restricted stock that vested on that date to satisfy the NEO’s tax withholding obligations. (9)Value is determined based on the closing prices of our Common Stock on the vesting date multiplied by the number of shares that vested on such dates. On March 9, 2025, the Company withheld 1,493 shares of the 3,366 shares of restricted stock that vested on that date to satisfy the NEO's tax withholding obligations. On March 13, 2025, the Company withheld 1,703 shares of the 3,839 shares of restricted stock that vested on that date to satisfy the NEO’s tax withholding obligations. On March 14, 2025, the Company withheld 4,346 shares of the 9,797 shares of restricted and performance shares that vested on that date to satisfy the NEO’s tax withholding obligations. On August 27, 2025, the Company withheld 57,408 shares of the 129,434 shares of restricted and performance shares that vested on that date upon termination of employment to satisfy the NEO's tax withholding obligations. (10)Effective February 6, 2025, Mr. Kadavy departed the Company as EVP-Commercial Operations. All outstanding share awards were forfeited and a cash payment in lieu of the shares was made to Mr. Kadavy.

  91. Stock Vested

    | EXECUTIVE COMPENSATION | 83 |

  92. Potential Payments Upon Termination or Change in Control

    Potential Payments Upon Termination or Change in Control

  93. CEO Pay Ratio

    CEO Pay Ratio As required by Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and Item 402(u) of Regulation S-K, we are providing the following information about the relationship of the annual total compensation of our median employee and the annual total compensation of Mr. Chris Osowski, our Chief Executive Officer (our “CEO”). We had three non-concurrent principal executive officers who served during 2025. Todd Becker served as CEO until March 1, 2025, when Ms. Mapes was designated interim principal executive officer. Ms. Mapes served as interim principal executive officer until August 19, 2025, when Mr. Osowski was appointed as CEO. In calculating the compensation of the CEO for purposes of the pay ratio disclosure, we annualized the compensation provided during 2025 to Mr. Osowski as if he had served as CEO for the duration of 2025. In determining Mr. Osowski’s annualized total compensation for purposes of the pay ratio disclosure, we annualized his current base salary and his incentive awards, in each case as if he were CEO for all of 2025. As a result of the annualization, the amount of Mr. Osowski’s compensation included in the pay ratio calculation is greater than the amount of his total compensation included in the Summary Compensation Table. For 2025, our last completed fiscal year: —The annual total compensation of our median employee, other than our CEO, was $117,499; and —The annualized total compensation of Mr. Osowski, assuming he had been President and Chief Executive Officer for the entirety of 2025, was $3,690,719. Based on this information, for 2025 the ratio of annual total compensation of Mr. Osowski, our CEO, to the annual total compensation of our median employee was 31 to 1. To identify the median employee, as well as to determine the annual total compensation of our median employee, we took the following steps: 1.We determined that, as of December 31, 2025, the last day of our payroll, our total employee population consisted of 628 individuals with all these individuals located in the United States. This population consisted of our full-time, part-time and temporary employees. 2.To identify the median employee from our employee population, we calculated the amount of salary, and other wages of our employees as reflected in our payroll records and reported to the Internal Revenue Service as taxable wages. We annualized the compensation for any full-time employees that were not employed by us for all of 2025. 3.We identified our median employee using this compensation measure, which was consistently applied to all our employees included in the calculation. Since all our employees are in the United States, as is our CEO, we did not make any cost-of-living adjustments in identifying the “median employee.”

  94. CEO Pay Ratio

    | 90 | GREEN PLAINS INC. 2026 ANNUAL MEETING OF SHAREHOLDERS AND PROXY STATEMENT |

  95. CEO Pay Ratio

    4.Once we identified our median employee, we combined all the elements of such employee’s compensation for 2025 in accordance with the requirements of Item 402(c)(2)(x) of Regulation S-K, resulting in total compensation of $117,499. The difference between such employee’s salary, wages and overtime pay and the employee’s annual total compensation represents the estimated value of such employee’s health care benefits. The Securities and Exchange Commission rules for identifying the median employee and calculating the pay ratio based on that employee’s annual total compensation allow companies to adopt a variety of methodologies, to apply certain exclusions, and to make reasonable estimates and assumptions that reflect their compensation practices. We believe that the calculated ratios are reasonable estimates calculated in a manner consistent with the pay ratio disclosure requirements. The pay ratios reported by other companies, including those within our peer group and industry, may not be comparable to the pay ratio reported above, as other companies may have different employment and compensation practices and may utilize different methodologies, exclusions, estimates, and assumptions in calculating their own pay ratios. This information is being provided for the purposes of compliance with the pay ratio disclosure requirement Neither the Compensation Committee nor management used the pay ratio measure in making compensation decisions.

  96. CEO Pay Ratio

    | EXECUTIVE COMPENSATION | 91 |

  97. Pay vs. Performance Comparison

    Pay vs. Performance Comparison As discussed in the Compensation Discussion and Analysis section above, our Compensation Committee has implemented an executive compensation program designed to link a sustainable portion of our NEOs' realized compensation to the achievement of the Company's financial, operational and strategic objectives, and to align pay with changes in the value of our shareholders' investments. The following table sets forth additional information for our NEOs, calculated in accordance with SEC rules, for 2025, 2024, 2023, 2022 and 2021:

  98. Pay vs. Performance Comparison

    | | | | | | | | | | Value of Initial Fixed $100 Investment Based on: | | (in thousands) | | | Fiscal Year | Summary Compensation Table Total for CEO- Osowski ($) (5) | Compensation Actually Paid to CEO-Osowski ($) (1) | Summary Compensation Table Total for CEO Mapes ($) (7) | Compensation Actually Paid to CEO Mapes ($) (1) | Summary Compensation Table Total for CEO Becker ($) (6) | Compensation Actually Paid to CEO Becker ($) (1) | Average Summary Compensation Table Total for Non-CEO NEOs ($) (2) | Average Compensation Actually Paid to Non-CEO NEOs ($) (1) (2) | Total Shareholder Return | Peer Group Total Shareholder Return (3) | Net Loss ($) | EBITDA ($) (4) | | 2025 | 3,497,755 | 4,185,314 | 2,148,595 | 2,416,116 | 2,256,572 | 892,869 | 1,175,816 | 1,223,088 | 74 | 66 | (121,000) | 1,683 | | 2024 | | | | | 5,676,017 | (437,469) | 1,271,352 | 512,916 | 72 | 50 | (81,189) | 47,646 | | 2023 | | | | | 5,583,187 | 3,573,386 | 1,306,937 | 1,037,260 | 192 | 61 | (76,299) | 54,031 | | 2022 | | | | | 5,861,036 | 3,464,733 | 1,292,677 | 1,045,357 | 232 | 68 | (103,377) | 26,710 | | 2021 | | | | | 5,864,530 | 16,221,461 | 1,406,008 | 2,979,364 | 264 | 97 | (44,146) | 116,795 |

  99. Pay vs. Performance Comparison

    (1)The dollar amounts reported represent the amount of “compensation actually paid,” as computed in accordance with SEC rules. The dollar amounts do not reflect the actual amounts of compensation paid to our CEO or other NEOs during the applicable year, but also include (i) the year-end value of equity awards granted during the reported year and (ii) the change in the value of equity awards that were unvested at the end of the prior year, measured through the date the awards vested or were forfeited, or through the end of the reported fiscal year. (2)For 2025, reflects compensation information for our NEOs, other than our CEO, as described in the Compensation Discussion and Analysis section of this Proxy Statement. For 2024, reflects compensation information for Mr. Boggs, Mr. Stark, Mr. Kadavy, Ms. Mapes and Mr. Osowski. For 2023, reflects compensation information for Mr. Stark, Mr. Kadavy, Ms. Mapes and Mr. Simpkins. For 2022, reflects compensation information for Mr. Stark, Ms. Mapes, Mr. Osowski, Mr. Simpkins and Mr. van der Meulen. For 2021, reflects compensation information for Ms. Mapes, Mr. Simpkins and Mr. van der Meulen, as well as Mr. Kolomaya, the Company's former CAO and Mr. Cronin, the Company's former CCO. (3)Reflects cumulative total shareholder return of the NASDAQ Clean Edge Green Energy (CELS) index as of December 31, 2025, weighted according to the constituent companies’ market capitalization at the beginning of each period for which a return is indicated. The CELS is the peer group used by the Company for purposes of Item 201(e) of Regulation S-K under the Exchange Act in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025. (4)EBITDA represents earnings before interest expense, income tax expense, depreciation and amortization excluding amortization of right-to-use assets and debt issuance costs. EBITDA is a key financial metric, which the Company believes reflects the efforts of executive management achievements. See the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2025, filed with the SEC on February 10, 2026, for a reconciliation of net loss on a GAAP basis to EBITDA. (5)The dollar amounts reported for fiscal year 2025 are the amounts of total compensation reported for our CEO, Mr. Osowski, in the Summary Compensation Table. (6)The dollar amounts reported for fiscal years 2025, 2024, 2023, 2022 and 2021 are amounts of total compensation for Mr. Becker who served as CEO for a portion of 2025 and each of the remaining years. (7)The dollar amounts reported for fiscal year 2025 are the amounts of total compensation reported for our Interim Principal Executive Officer, Ms. Mapes, in the Summary Compensation Table.

  100. Pay vs. Performance Comparison

    | 92 | GREEN PLAINS INC. 2026 ANNUAL MEETING OF SHAREHOLDERS AND PROXY STATEMENT |

  101. Pay vs. Performance Comparison

    To calculate the amounts in the Compensation Actually Paid columns in the table above, in accordance with SEC rules, the following adjustments were made:

  102. Pay vs. Performance Comparison

    | | 2025 | | | | 2024 | | 2023 | | 2022 | | 2021 | | | | CEO Mr. Osowski | Former Interim CEO Ms. Mapes | Former CEO Mr. Becker | Average for Non- CEO NEOs | CEO | Average for Non- CEO NEOs | CEO | Average for Non- CEO NEOs | CEO | Average for Non- CEO NEOs | CEO | Average for Non- CEO NEOs | | Adjustments for CEO and Average for Non-CEO NEOs: | | | | | | | | | | | | | | SCT Total Compensation | $3,497,755 | $2,148,595 | $2,256,572 | $1,175,816 | $5,676,017 | $1,271,352 | $5,583,187 | $1,306,937 | $5,861,036 | $1,292,677 | $5,864,530 | $1,406,008 | | Less equity amounts reported in SCT | (2,234,998) | (644,048) | – | (419,448) | (3,987,183) | (634,192) | (3,946,767) | (634,350) | (4,052,302) | (545,637) | (3,595,602) | (846,366) | | Plus fair value of equity awards granted during the year | 3,088,924 | 1,177,350 | – | 557,075 | 1,434,108 | 252,032 | 3,056,109 | 522,937 | 4,193,933 | 547,109 | 4,766,708 | 1,122,032 | | Plus vesting date fair value of vested awards granted during the year | – | – | – | 65,646 | – | – | – | – | – | – | – | – | | Year over year increase (decrease) of unvested awards granted in prior years | (135,514) | (131,332) | – | (35,848) | (3,032,327) | (305,765) | (1,329,082) | (178,521) | (1,625,156) | (164,612) | 7,962,822 | 1,177,520 | | Increase (decrease) from prior fiscal year-end for awards that vested during the year | (30,853) | (60,296) | (1,363,703) | (22,241) | (528,084) | (70,511) | 209,939 | 20,257 | (912,778) | (84,180) | 1,836,856 | 189,281 | | Decrease from prior fiscal year-end for awards that forfeited during the year | – | (74,153) | – | (97,912) | – | – | – | – | – | – | (613,853) | (69,111) | | Compensation Actually Paid | $4,185,314 | $2,416,116 | $892,869 | $1,223,088 | $(437,469) | $512,916 | $3,573,386 | $1,037,260 | $3,464,733 | $1,045,357 | $16,221,461 | $2,979,364 |

  103. Analysis of the Information Presented in the Pay Versus Performance Table

    Analysis of the Information Presented in the Pay Versus Performance Table In accordance with SEC rules, the Company is providing the following descriptions of the relationships between information presented in the pay versus performance table.

  104. Compensation Actually Paid and EBITDA

    Compensation Actually Paid and EBITDA The following graphic depicts the relationship between EBITDA and compensation actually paid (CAP) to the Company's CEOs and NEOs, respectively.

  105. Compensation Actually Paid and EBITDA

    | EXECUTIVE COMPENSATION | 93 |

  106. Compensation Actually Paid and Net Loss

    Compensation Actually Paid and Net Loss The following graphic depicts the relationship between net loss and compensation actually paid (CAP) to the Company's CEOs and NEOs, respectively.

  107. Compensation Actually Paid and Relative Total Shareholder Return

    Compensation Actually Paid and Relative Total Shareholder Return The following graphic depicts the relationship between total shareholder return (TSR) and CAP to the Company's CEOs and NEOs, respectively.