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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934

☑

Filed by the Registrant

☐

Filed by a party other than the Registrant


CHECK THE APPROPRIATE BOX:
☐						Preliminary Proxy Statement
☐						Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
☑						Definitive Proxy Statement
☐						Definitive Additional Materials
☐						Soliciting Material under §240.14a-12

GREEN PLAINS INC.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)


PAYMENT OF FILING FEE (CHECK ALL BOXES THAT APPLY):
☑						No fee required
☐						Fee paid previously with preliminary materials
☐						Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11


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Letter from our Board of Directors


Dear Shareholders: As I mark my first year as Chairman of the Board, I am honored to address you and reflect on the progress we’ve made together. Over the past year, I have had the privilege of working alongside our committed Board members and Green Plains’ talented team as we continue to drive our transformation into a leader in sustainable agriculture and ag-tech innovation. In 2024, Green Plains made significant strides in our transformation into a leading ag-tech innovator, producing sustainable ingredients that matter. We have achieved record production levels in high-protein products and renewable corn oil, expanded our protein sales into new international markets, and successfully introduced our exclusive 60% protein product, Sequence™. Additionally, we completed construction on the world’s first low-carbon-intensity dextrose facility using a dry mill process and launched a promising technology collaboration with Shell, poised to reshape the ethanol and grain processing industry. These accomplishments underscore our commitment to environmental stewardship and responsible business practices. Looking ahead, we are focused on reducing carbon intensity and improving the productivity and efficiency of our facilities, which will drive long-term value for our shareholders. Our Advantage Nebraska strategy, set for full-scale implementation in 2025, will position Green Plains as a global leader in decarbonization. This initiative is expected to drive economic growth, create new opportunities, and enhance our competitive edge, ultimately delivering strong returns and reinforcing Green Plains' commitment to both financial success and environmental leadership. We are deeply grateful for the support of our employees, customers, shareholders, and communities. Together, we are advancing toward a sustainable and prosperous future. Sincerely, James D. Anderson The Board of Directors									“Looking ahead, we are focused on reducing carbon intensity and improving the productivity and efficiency of our facilities, which will drive long-term value for our shareholders. Our Advantage Nebraska strategy, set for full-scale implementation in 2025, will position Green Plains as a global leader in sustainable agriculture and decarbonization.”


2			GREEN PLAINS INC. 2025 ANNUAL MEETING OF SHAREHOLDERS AND PROXY STATEMENT

Notice of Annual Meeting of Shareholders

DATE AND TIME

10:00 a.m., Central Daylight Time, on Friday,
June 6, 2025

LOCATION

www.meetnow.global/MWQK6U7

RECORD DATE

April 11, 2025

Items of Business

Proposals

Board Vote

Recommendation

For Further

Details

1.To elect eight directors to serve one-year terms that expire at the 2026 annual meeting

Vote FOR all nominees

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2.To ratify the selection of KPMG as the Company’s independent registered public accountants for the year ending December 31, 2025

Vote FOR

u Page 35

3.To cast an advisory vote to approve the Company’s executive compensation

Vote FOR

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To transact such other business as may properly come before the Annual Meeting or any adjournment or postponement thereof.

How To Vote

Whether or not you expect to attend the annual meeting online, we urge you to vote your shares via the following:

INTERNET

Go to: www.envisionreports.com/GPRE

PHONE

Call our toll-free telephone number 1-800-652-VOTE (8683) within the USA, US Territories and Canada

MAIL

Sign, date and mail the proxy card in the envelope provided.

The foregoing items are more fully described in the accompanying Proxy Statement. Each share of our Common Stock is entitled to one vote on all matters presented at the Annual Meeting. Dissenters’ rights are not applicable to these matters.

To provide a safe experience for our shareholders and employees, as well as to provide expanded access, improved communications and cost and time savings for our shareholders and the Company, we will once again conduct a virtual annual meeting. You will be able to attend and participate in the meeting by visiting www.meetnow.global/MWQK6U7, where you will be able to listen to the meeting live, submit questions, and vote. To access the online meeting, you must have the information that is printed on the shaded bar area located on the reverse side of the Notice. A password is not required for this meeting.

By Order of the Board of Directors,

Michelle Mapes

Corporate Secretary

Omaha, Nebraska

April 24, 2025

Important Notice Regarding the Availability of Proxy Materials for Shareholder Meeting to be held on June 6, 2025.

Pursuant to rules promulgated by the Securities and Exchange Commission, we have elected to provide access to our proxy materials by notifying you of the availability of our proxy materials on the Internet. Instead of mailing paper copies of our proxy materials, we sent shareholders the Important Notice Regarding the Availability of Proxy Materials for the Shareholder Meeting to be held on June 6, 2025, with instructions for accessing the proxy materials and voting via the Internet (the “Notice”) and attending the Annual Meeting online. The Notice, which was mailed on or around April 24, 2025, also provides information on how shareholders may obtain paper copies of our proxy materials if they so choose. The Notice, the Proxy Statement and our 2024 Annual Report may be accessed at www.edocumentview.com/GPRE.


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Table of Contents


1			Letter from our Board of Directors
2			Notice of Annual Meeting of Shareholders
4			Safe Harbor for Forward-Looking Statements
4			Web Links
5			Proxy Statement
5			Proxy Summary
13			Corporate Governance

13			PROPOSAL 1 Election of Directors


14			Director Nominee Biographical Information and Experience
22			Director Nomination Process
23			Leadership Structure
24			Committees of the Board
27			Board Oversight
31			Investor Engagement
32			Other Governance Principles
34			Compensation of Directors
35			Audit Matters

35			PROPOSAL 2 Ratification of Company’s Auditors


36			Independence of Auditors
36			Auditors’ Fees
37			Audit Committee Report


38			Executive Officers
41			Executive Compensation

41			PROPOSAL 3 Advisory Vote to Approve Executive Compensation


42			Compensation Discussion and Analysis
61			Compensation Committee Report
61			Compensation Tables
72			CEO Pay Ratio
73			Pay vs. Performance Comparison
76			Equity Compensation Plan Information

77			Security Ownership of Certain Beneficial Owners and Management
79			Transactions with Related Persons, Promoters and Certain Control Persons
80			Other Matters


4			GREEN PLAINS INC. 2025 ANNUAL MEETING OF SHAREHOLDERS AND PROXY STATEMENT

Safe Harbor for Forward-Looking Statements

Any statements in this Proxy Statement that are not historical, including statements concerning plans and objectives of management for future operations, economic performance or related assumptions, are forward-looking statements made in accordance with safe harbor provisions of the Private Securities Litigation Reform Act of 1995. These statements may be identified by words such as “anticipate,” “believe,” “continue,” “estimate,” “expect,” “intend,” “outlook,” “plan,” “predict,” “may,” “could,” “should,” “will” and similar expressions, as well as statements regarding future operating or financial performance or guidance, business strategy, environment, key trends and benefits of actual or planned acquisitions. We believe our expectations regarding future events are based on reasonable assumptions; however, these assumptions may not be accurate or account for all risks and uncertainties. Consequently, forward-looking statements are not guaranteed. Important factors that could cause actual results to differ materially from those in the forward-looking statements are described under Part I, Item 1A, Risk Factors, and Part II, Item 7, Management’s Discussion and Analysis of Financial Condition and Results of Operations in our 2024 Annual Report on Form 10-K and other filings with the Securities and Exchange Commission. Certain statements contained in this Proxy Statement, particularly pertaining to our ongoing transformation into the biorefinery platform as well as sustainability performance, goals, and initiatives, are subject to additional risks and uncertainties, including regarding gathering and verification of information and related methodological considerations; our ability to implement various initiatives under expected timeframes, cost, and complexity; our dependency on third-parties to provide certain information and to comply with applicable laws and policies; and other unforeseen events or conditions. These factors, as well as others, may cause results to differ materially and adversely from those expressed in any of our forward-looking statements. All forward-looking statements included in this document are based on information available to us on the date hereof. We will not undertake and specifically decline any obligation to update any forward-looking statements, except as required under applicable law.

Web Links

Web links throughout this document are provided for convenience only, and information on the Company's website is not incorporated by reference into this Proxy Statement.


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Proxy Statement

This Proxy Statement is provided to the shareholders of Green Plains Inc. in connection with the solicitation of proxies by our Board of Directors (the “Board”) to be voted at an Annual Meeting of Shareholders to be held at 10:00 a.m., Central Daylight Time, online at www.meetnow.global/MWQK6U7 on Friday, June 6, 2025, and at any adjournment or postponement thereof (the “Annual Meeting”).

Proxy Summary

This summary highlights selected information contained elsewhere in this Proxy Statement. This summary does not contain all the information that you should consider in deciding how to vote. You should read the Proxy Statement carefully before voting.


						About Our Company Transformation. It’s what we do every day when we convert a kernel of corn into sustainable products to help meet the global demand for high-value feed ingredients and low-carbon fuel. We are amid a broader transformation extracting even more low-carbon ingredients from the same annually renewable crops. Our suite of proprietary technologies makes our broad transformation possible. We are leading the way in producing sustainable ingredients to meet the demands of a growing world. Green Plains is an Iowa corporation, founded in June 2004 as a producer of low-carbon fuels and has grown to be a leading biorefining company maximizing the potential of existing resources through fermentation and patented agribusiness technologies. We continue the transition from a commodity-processing business to a value-added agricultural technology company creating lower carbon, high-value ingredients from existing resources. To that end, we are currently executing on a number of initiatives to develop and implement proven agricultural, food and industrial biotechnology systems that allow for product diversification, new market opportunities and production of additional value-added low-carbon ingredients, such as Ultra-High Protein, low-CI dextrose, renewable corn oil and more, as well as offering these technologies to the broader biofuels industry. We are a leader in deploying carbon capture technology to reduce the CI of our biofuels at several of our production facilities. We are executing on initiatives to become a low cost operator.

Company Highlights

The Company operates two business segments: (1) ethanol production, which includes the production, storage and transportation of ethanol, distillers grains, Ultra-High Protein and renewable corn oil, and (2) agribusiness and energy services, which includes grain handling and storage, commodity marketing and merchant trading for Company-produced and third-party ethanol, distillers grains, renewable corn oil, natural gas and other commodities.


6			GREEN PLAINS INC. 2025 ANNUAL MEETING OF SHAREHOLDERS AND PROXY STATEMENT

2024 Performance Highlights

Green Plains made significant progress in 2024, once again reaching record yields of renewable corn oil while producing record amounts of Ultra-High Protein. We continued executing on initiatives to simplify our business and ultimately our cost structure, with a corporate reorganization and cost reduction initiative commenced in 2024 and executed in the early months of 2025. Our ‘Advantage Nebraska’ carbon reduction strategy remains on track, with major equipment ordered and construction management agreements executed.



Achievements —Completed acquisition of remaining interest in Green Plains Partners LP on January 9, 2024 streamlining operations and improving efficiencies; —MSC™ turnkey partner Tharaldson Ethanol in Casselton, North Dakota, began operating the world’s largest MSC™ facility in the second quarter, bringing total Ultra-High Protein production capacity to 430,000 tons per year; —Commissioned the York, Nebraska, demonstration facility combining Fluid Quip Technologies’ precision separation and processing technology (MSC™) with Shell Fiber Conversion Technology (SFCT), beginning in the first half of 2024; —Executed construction management agreements and ordered major equipment necessary to capture carbon from the Central City, Wood River and York facilities as part of ‘Advantage Nebraska’ strategy; —Completed the sale of the unit train terminal in Birmingham, Ala. to Lincoln Birmingham, LLC on September 30, 2024. The proceeds of the sale were used to repay the outstanding balance of the Green Plains Partners term loan due July 20, 2026; and —Began operating the Clean Sugar Technology™ deployment in Shenandoah, Iowa, with samples sent to customers for evaluation.


PROXY SUMMARY			7

Board Highlights

Our Board of Directors

On April 14, 2025, Green Plains Inc. appointed three individuals as independent members of its board of directors, Steve Furcich, Carl Grassi, and Patrick Sweeney. These individuals were appointed as part of the continuation of the Company's refreshment of its board of directors 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. Now through the Annual Meeting, the appointments will result in an expansion of the Board to ten members. The Board will be reduced to eight members due to Ejnar A. Knudsen III and Alain Treuer not standing for re-election at this year’s Annual Meeting.

Director
Since

Committee
Membership

Name and Primary Occu

SEC Form DEF 14A filed by Green Plains Inc.