株探米国株
英語
エドガーで原本を確認する
FALSE000130940200013094022026-01-052026-01-05

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_________________
FORM 8-K
_________________
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):  January 5, 2026
_______________________________
GREEN PLAINS INC.
(Exact name of registrant as specified in its charter)
_______________________________
Iowa 001-32924 84-1652107
(State or Other Jurisdiction of Incorporation) (Commission File Number) (I.R.S. Employer Identification No.)
1811 Aksarben Drive
Omaha, Nebraska 68106
(Address of Principal Executive Offices) (Zip Code)
(402) 884-8700
(Registrant's telephone number, including area code)
(Former name or former address, if changed since last report)
Securities registered pursuant to Section 12(b) of the Act:
Title of each class Trading Symbol(s) Name of each exchange on which registered
Common Stock, par value $0.001 per share GPRE The Nasdaq Stock Market LLC
_______________________________
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐



Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangement of Certain Officers.

The Board of Directors of Green Plains Inc. (the “Company”) has approved the appointment of Ann Reis to serve as Chief Financial Officer of the Company effective January 6, 2026, who succeeds Phil Boggs who has departed the Company on January 5, 2026. Ms. Reis, age 47, has more than 20 years of experience across agribusiness, energy and financial services. Prior to joining the Company, she served at Southwest Iowa Renewable Energy, LLC from May 2021 through December 2025 as Chief Financial Officer, Chief Accounting Officer, and Assistant Secretary of the Board of Directors, at Lincoln Financial Group from November 2015 through May 2021 as Assistant Vice President, Corporate Accounting, at Conagra Foods, Inc. from December 2011 through November 2015 as Director of Finance, Internal Audit and at PricewaterhouseCoopers, LLP from August 2005 through August 2010. Ms. Reis holds a Bachelor of Arts from the University of Nebraska–Lincoln and a Master of Science in Accounting from the University of Toledo.

The Company entered into an offer letter dated December 10, 2025 (the “Offer Letter”) filed as Exhibit 10.1, and an employment agreement with Ms. Reis (“Employment Agreement”) effective January 6, 2026 filed as Exhibit 10.2 hereto. Pursuant to the Offer Letter and the Employment Agreement, Ms. Reis will receive a one-time grant of $200,000 of restricted shares that will vest over a 3 year period, a one-time bonus eligibility of $75,000 for the achievement of certain 100 day milestones, an annual base salary of $325,000, eligibility to participate in the Company’s short-term incentive plan at a target of 80% and eligibility to participate in the Company’s long-term incentive plan. The Offer Letter and Employment Agreement supersede all prior oral or written understandings and agreements with respect to such specific subject matter.

Ms. Reis has no family relationships with any current director or executive officer of the Company, and there are no transactions or proposed transactions to which the Company is a party, or intended to be a party, in which Ms. Reis has, or will have, a material interest subject to disclosure under Item 404(a) of Regulation S-K. Ms. Reis was not chosen to succeed Mr. Boggs as the Company’s Chief Financial Officer pursuant to any arrangement or understanding with any other person.

Mr. Boggs' employment with the Company is terminated effective January 5, 2026 and his departure was not due to any disagreement with the Company. He will receive (i) vesting of the following awards (a) restricted share awards previously granted under the Green Plains Inc. 2019 Equity Incentive Plan (“the LTIP”), of which 53,697 shares remain unvested, (b) performance share units previously granted under the LTIP, of which 43,755 remain unvested; and (ii) a payment equal to 6 months base salary.

Michelle Mapes, who departed her role as Chief Legal & Administration Officer on December 31, 2025, pursuant to the terms of Amendment No. 1 to her Employment Agreement dated February 27, 2025, has executed and entered into with the Company a Release Agreement filed as Exhibit 10.3 hereto. Her departure was not due to any disagreement with the Company. The Company has also entered into a Professional Services Agreement with Ms. Mapes whereby she will provide part-time consulting services to the Company through June 30, 2026, for a retainer of $225,000, with such agreement filed as Exhibit 10.4 hereto.

Item 7.01. Regulation FD Disclosure.

On January 5, 2026, the Company issued a press release announcing the appointment of its Chief Financial Officer. A copy of the press release is furnished hereto as Exhibit 99.1 and incorporated into this Item 7.01 by reference.

The information in this Item 7.01 of Form 8-K, including the accompanying Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to the liability of such section, nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, regardless of the general incorporation language of such filing, except as shall be expressly set forth by specific reference in such filing.



Item 9.01. Financial Statements and Exhibits.
(d) Exhibits. The following exhibits are filed as part of this report.
Exhibit No. Description of Exhibit
104 Cover Page Interactive Data File (embedded within the Inline XBRL document)



SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Green Plains Inc.
Date: January 5, 2026 By:
/s/ Chris G. Osowski
Chris G. Osowski
Chief Executive Officer
(Principal Executive Officer)

EX-10.1 2 exhibit101-annreiscfooffer.htm EX-10.1 Document
Exhibit 10.1
Ann Reis

Dear Ann,
On behalf of Green Plains Inc. (the “Company” or “Green Plains”), I am pleased to confirm our offer of employment, which will be formally set forth in an employment agreement, for the following position with our company.  Further details are set forth below.
1.Position: This position is Chief Financial Officer.  This is a full-time exempt position reporting to Chris Osowski, Chief Executive Officer.
2.Start Date: You will commence this position with Green Plains on January 6, 2026. 
3.Location: This position is based at our corporate office at 1811 Aksarben Drive Omaha, NE 68106.
4.Compensation:
a.Base Salary: You will be compensated at a base salary of $325,000 annually. Your salary will be payable pursuant to the Company’s regular payroll policy.
b.Short-Term Incentive Program (STIP): You will be eligible to participate in the 2026 GPRE STIP, whereby awards are based on certain milestone and individual performance as determined by the GPRE Board of Directors’ Compensation Committee. Your target STIP award will be set at 80% of base salary with any awards payable in 2027.

c.Share Grant. You will receive a one-time $200,000 GPRE unvested share award, in the form of restricted shares. The restricted shares shall vest ratably over a three (3) year period following the grant date. The grant date shall be your first date of employment. Such grant shall be documented on the Company’s award agreements.

d.Long-Term Incentive Program (LTIP): In addition to the share grant noted above, you will be eligible to participate in the GPRE LTIP, as determined by the GPRE Board of Directors’ Compensation Committee. An LTIP grant will be considered in the Spring of 2026 when the Company pays its awards in Restricted shares and Performance share units.
e.Cell Phone Reimbursement: You will be eligible to receive a non-taxable allowance for business-related cellular phone expenses on a monthly basis in the amount of $80.00.
f.Special Bonus: You will be eligible to receive a one-time special bonus of $75,000.00, subject to the achievement of the deliverables over the first one hundred (100) days as Chief Financial Officer, which deliverables will be outlined during the Management by Objective process. The special bonus, if any, shall be paid within thirty (30) days following the end of the first one hundred (100) days, subject to all applicable withholdings. In the event you voluntarily separate or are termed for cause from Green Plains in the first 12 months, you will be required to reimburse the Company in full any portion of this bonus you have received.


            
5.Benefits:
a.Insurance Benefits: Enclosed with this offer letter is a Benefits Summary providing detailed information regarding the total compensation program in effect as of your expected start date.  The Company will provide you with competitive medical, dental, and vision insurance, the cost of which is shared by you if you elect coverage.  The additional voluntary coverages, paid by you, are available for election include accident insurance, critical illness insurance, hospital indemnity, voluntary life, voluntary spouse life, and voluntary child life. Other benefits such as Short-Term Disability, Long-Term Disability, Life Insurance, and Paid Time Off are paid by the company.  Eligibility for these benefits is immediate in most cases. 
b.401(k) Plan: The Company will make safe harbor matching contributions of 100% up to 6% of compensation you contribute to the plan on a pre-tax or Roth 401(k) basis. You will be 100% vested in 401(k) employer contributions and your own contributions to the Plan. The amount of your compensation that is considered for Plan purposes may be restricted by law.
c.Paid Time Off: You will be paid an equivalent of 160 hours of PTO (4 weeks) per your Employment Agreement upon termination.    
d.Company Holidays: New Year’s Day, Martin Luther King Jr. Day, President’s Day, Good Friday, Memorial Day, Independence Day (July 4th), Labor Day, Thanksgiving Day, Christmas Day and two floating holidays to be taken at employee’s discretion. Holidays may change in the future, at the Company’s sole discretion.
6.At-Will Employment: Your employment with Green Plains shall be for no specified period or term and may be terminated by you or by the Company at any time for any or no reason, with or without cause. In the event you separate from Green Plains Inc. you will be required to return all Company property. If you fail to return such property, you authorize the value of such property to be deducted from your final payroll.
7.Probationary Period: New employees shall be considered probationary employees until they have completed the probationary period of ninety (90) days. Any employee who completes his/her probationary period shall commence his/her seniority as of the date of employment and his/her seniority shall remain in full force and effect and shall accumulate thereafter until terminated, all as herein provided. No employee shall be required to serve more than one (1) probationary period, provided such employee is rehired within one year. The Company, however, retains the right to terminate such employee in the event he or she has not demonstrated the ability to successfully perform the job within 30 days of rehire.
8.Arbitration: Any dispute or claim arising out of or in connection with this letter agreement will be finally settled by binding arbitration in the State of Nebraska in accordance with the rules of the American Arbitration Association by one arbitrator appointed in accordance with said rules. The arbitrator shall apply Nebraska law, without reference to rules of conflicts of law or rules of statutory arbitration, to the resolution of any dispute. Judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. Notwithstanding the


            
foregoing, the parties may apply to any court of competent jurisdiction for preliminary or interim equitable relief, or to compel arbitration in accordance with this paragraph, without breach of this arbitration provision.
The Company reserves the right to make changes to policies, benefits, and employment terms and conditions, with or without notice. Successful completion of a background check and drug test, fitness for duty evaluation, review and acknowledgement of the Employee Handbook, review and acknowledgement of the Non-Disclosure, Non-Solicitation & Inventions Agreement, Risk Management, Directors & Officers Questionnaire, etc. and other required policies are also required prior to your first day of employment.
We are delighted to extend this offer of employment to you. To indicate your acceptance of this offer and to acknowledge and represent you are not currently subject to any noncompetition or non-solicitation provision or agreement that would interfere with you taking this position, please sign and date in the space provided below, and return to the Company by December 12, 2025.
Sincerely,
/s/ Chris Osowski
Chris Osowski
Chief Executive Officer

Agreed and Accepted December 10, 2025


/s/ Ann Reis                            
Ann Reis



EX-10.2 3 exhibit102annreisemploymen.htm EX-10.2 Document
Exhibit 10.2
EMPLOYMENT AGREEMENT
This Employment Agreement (this “Agreement”) is effective as of the Effective Date defined herein, by and between GREEN PLAINS INC., an Iowa corporation (the “Company”), and Ann Reis, an individual (“Executive”).
In consideration of the promises and mutual covenants contained herein, the parties hereto agree as follows:
1.Employment; Location. The Company hereby employs Executive and Executive hereby accepts such employment in the Omaha, Nebraska metro area.
2.Term. Executive’s employment shall be “at-will” and may be terminated at any time, by either party, for any reason whatsoever (the “Term”). Executive’s employment with the Company shall commence January 6, 2026 and the terms of this Agreement are effective as of the start date of Executive (the “Effective Date”).
3.Duties and Authorities. During the Term:
3.1Executive shall serve as the Chief Financial Officer of the Company and shall report to the Chief Executive Officer (“CEO”). Executive shall have responsibilities, duties and authority reasonably accorded to and expected of such positions in similar businesses in the United States, including such responsibilities and duties assigned by the Chief Executive Officer from time to time (the “Duties”).
3.2Executive shall diligently execute such Duties and shall devote full time, skills and efforts to such Duties, subject to the general supervision and control of the CEO. Executive will not engage in any other employment, occupation or consulting activity during the Term of this Agreement, without the written consent of the CEO.
4.Compensation and Benefits. The Company shall pay Executive, and Executive accepts as full compensation for all services to be rendered to the Company, the following compensation and benefits:
4.1Base Salary. The Company shall pay Executive a base salary of Three Hundred Twenty-Five Thousand Dollars ($325,000.00) per year. Base salary shall be payable in equal installments twice monthly or at more frequent intervals in accordance with the Company’s customary pay schedule. The Company shall annually consider increases of Executive’s base salary and may periodically increase such base salary in its discretion.
4.2Additional Compensation. In addition to base salary, the Company shall pay the following to Executive:
(a)Special Bonus Executive will be entitled to receive a one-time special bonus consistent with the offer letter dated December 9, 2025 executed by the Executive (the “Offer Letter”).
(b)Annual Bonus. Executive will be entitled to participate in the Company’s short-term incentive plan (“STIP”), which currently has designated a target bonus of up to 80% of annual base salary, payable annually, when target objectives set by the Company’s Compensation Committee are achieved. The STIP is subject to change at the discretion of the Board of Directors.



(c)Long-Term Incentive Compensation. The Compensation Committee has developed a long-term incentive program (“LTIP”) for the Company, which is subject to change at the discretion of the Board of Directors. Executive shall be eligible to participate in such LTIP at the sole discretion of the Company. Executive shall receive a one-time grant of restricted stock upon the Effective Date in the amount set forth in the Offer Letter to Executive which shall vest over a 3-year period, consistent with the Company’s standard grant agreement.
4.3Intentionally Left Blank.
(a)Intentionally Left Blank.
4.4Additional Benefits. Executive shall be permitted, during the Term, if and to the extent eligible, to participate in any group life, hospitalization or disability insurance plan, health or dental program, pension plan, similar benefit plan or other so-called “fringe benefits” of the Company made available to officers of the Company.
4.5Vacation. Executive shall be entitled to an aggregate of up to four weeks leave for vacation for each calendar year during the Term at full pay. Executive agrees to give reasonable notice of his vacation scheduling requests, which shall be allowed subject to the Company’s reasonable business needs.
4.6Deductions. The Company shall have the right to deduct from the compensation due to Executive hereunder any and all sums required for social security and withholding taxes and for any other federal, state or local tax or charge which may be hereafter enacted or required by law as a charge on the compensation of Executive.
5.Business Expenses. Executive may incur reasonable, ordinary and necessary business expenses in the course of his performance of his obligations under this Agreement. The Company shall reimburse Executive in accordance with the Company’s business expense reimbursement policy.
6.Intentionally Left Blank
7.Termination.
7.1Termination for Cause. Executive’s employment hereunder shall be terminable for Cause (as defined below) upon written notice from the Company to Executive. As used in this Agreement, “Cause” shall mean one of the following: (a) a material breach by Executive of the terms of this Agreement, not cured within thirty (30) days from receipt of notice from the CEO of such breach, (b) conviction of or plea of guilty or no contest to, a felony; (c) willful misconduct or gross negligence in connection with the performance of Executive’s duties; or (d) willfully engaging in conduct that constitutes fraud, gross negligence or gross misconduct. For purposes of this definition, no act, or failure to act, on Executive’s part shall be considered "willful" unless done, or omitted to be done, by Executive in knowing bad faith and without reasonable belief that his action or omission was in, or not opposed to, the best interests of the Company. If the Company terminates Executive’s employment for Cause, Executive shall be paid his salary and benefits through the date of termination and, except as otherwise required by applicable law or under any applicable and properly approved compensation plan or arrangement, no other amounts shall be payable.
7.2Termination without Cause or for Good Reason. The Company may terminate Executive’s employment at any time for any reason (or no reason) other than Cause, as determined by the CEO and the Executive may terminate Executive’s employment with the Company for Good Reason and resign any and all positions as officer of the Company and any related companies. If the Company terminates Executive’s employment without Cause or the Executive terminates his employment for Good Reason:
2


(a)The Company shall pay within 10 business days after such termination: (1) an amount equal to six (6) months of Executive’s full annual base salary on the date of his termination; (2) in the event a change in control of the Company (as defined in the Company’s 2019 Equity Incentive Plan) has occurred within 12 months prior to such termination, an amount equal to one year of Executive’s full annual base salary on the date of his termination, in lieu of and not in addition to the amount in section subsection (1); and
(b)all options and other equity awards, whether made pursuant to this agreement or otherwise, shall become fully vested and released from any restrictions on transfer upon such termination and PSU awards shall vest at the target level. Notwithstanding Section 7.2(b), the Company reserves the right in any future special award to override Section 7.2(b) with respect to such special award; provided however, no such override is intended by this provision with respect to annual awards. As used in this Agreement, “Good Reason” shall mean any of the following if the same occurs without Executive’s express written consent: (a) a material diminution in Executive’s base salary as described in Section 4.1, which for such purposes shall be deemed to exist with a reduction of greater than fifteen percent (15%); (b) a material diminution in Executive’s authority, Duties, or responsibilities; (c) a material diminution in the authority, duties, or responsibilities of the person to whom Executive is required to report; (d) a material change in the geographic location (defined as greater than fifty (50) miles from Omaha, NE) at which Executive must perform the services pursuant to Section 1; (e) any material reduction or other material adverse change in Executive’s benefits under any applicable and properly approved compensation plan or arrangement without the substitution of comparable benefits; or (e) any other action or inaction that constitutes a material breach by the Company under this Agreement. To terminate for Good Reason, an Executive must incur a termination of employment on or before the second (2nd) anniversary of the initial existence of the condition. Executive shall be required to provide notice to the Company of the existence of any of the foregoing conditions within 60 days of the initial existence of the condition, upon the notice of which the Company shall have a period of 30 days during which it may remedy the condition.
7.3Termination by Executive Without Good Reason. If Executive terminates without Good Reason, then Executive will be required to give the Company at least ninety (90) days notice. If Executive terminates without Good Reason then Executive will be paid his salary and benefits through the date of termination and, except as otherwise required by applicable law, no other amounts shall be payable except as provided under any applicable and properly approved compensation plan or arrangement.
7.4Effect of Termination. In the event Executive’s employment is terminated, all obligations of the Company and all obligations of Executive shall cease except that (a) the terms of this Section 7 and of Sections 8 through 23 below shall survive such termination and (b) the Company shall continue to be obligated to fulfill its obligations pursuant to Section 4, 5 and 6 to the extent they have not been satisfied as of the date of such termination. Executive acknowledges that, upon termination of his employment, he is entitled to no other compensation, severance or other benefits other than those specifically set forth in this Agreement, except to the extent provided in any applicable compensation plan or arrangement.
8.Covenant Not to Compete; Nonsolicitation.
8.1Acknowledgments. Executive acknowledges that Company’s relationships with its customers, clients, employees, and other business associations are among Company’s most important assets and that developing, maintaining, and continuing such relationships is one of Company’s highest priorities. Executive further understands Executive will be relied upon to develop and to maintain such relationships on behalf of Company throughout the course of Executive’s employment with Company.
3


8.2Non-Solicitation of Employees. Executive agrees that, during the term of Executive’s employment with Company and for a period of two (2) years after termination of Executive’s employment with Company (voluntary or involuntary, for Good Reason, any reason or no reason), Executive will not, directly or indirectly, recruit, solicit, or induce, or attempt to induce, any employee(s) of Company, sales representatives, or foreign agents with or through whom Company conducts business (and with whom Executive worked and had personal contact during Executive’s employment) to terminate their employment with, or otherwise cease a relationship with, Company.
8.3Non-Competition and Non-Solicitation of Customers. For a period of one (1) year following the termination of Executive’s employment with Company (voluntary or involuntary, for Good Reason, any reason or no reason), Executive shall not, seek or accept employment with, call on, solicit the business of, sell to, or service (directly or indirectly, on Executive’s own behalf or in association, with or on behalf of any other individual or entity), any of the customers of Company with whom Executive did business and had personal contact during the two (2) years immediately preceding the termination of Executive’s employment with Company, except to the extent such activities are unrelated to and not competitive with the business, products or services offered or provided by Company and cannot adversely affect the relationship or volume of business that Company has with its customers.
8.4Reasonable Restrictions. In signing this Agreement, Executive is fully aware of the restrictions that this Agreement places upon Executive’s future employment or contractual opportunities with someone other than Company. However, Executive understands and agrees that Executive’s employment by Company and Executive’s access to Confidential Information (as defined below), trade secrets and goodwill of Company makes such restrictions both necessary and reasonable. Executive acknowledges and agrees that the restrictions hereby imposed constitute reasonable protections of the legitimate business interests of Company and that they will not unduly restrict Executive’s opportunity to earn a reasonable living following Executive’s termination from employment with Company.
8.5Intended Third Party Beneficiaries. Executive acknowledges and understands that some of the Confidential Information, trade secrets and/or goodwill accessible to Executive in the performance of Executive’s duties during Executive’s employment with Company may belong to and be provided by Company’s parents, subsidiaries, and/or affiliates (“Third Party Beneficiaries”). For purposes of this Agreement, the term “affiliates” means any entity under common control or ownership with Company. Executive expressly acknowledges and agrees that the Third Party Beneficiaries are intended third party beneficiaries of this Agreement as it pertains to Executive’s obligations under this Agreement and shall have the right to enforce this Agreement directly against Executive in their own names or jointly with Company or each other. This Agreement, without more, is not intended to and shall not be construed as granting any Third Party Beneficiary with any ownership interest of any kind in any of Company’s Confidential Information.
4


9.Confidential Information. Executive acknowledges that during his employment or consultancy with the Company he will develop, discover, have access to and/or become acquainted with technical, financial, marketing, personnel and other information relating to the present or contemplated products or the conduct of business of the Company which is of a confidential and proprietary nature (“Confidential Information”). Executive agrees that all files, records, documents and the like relating to such Confidential Information, whether prepared by him or otherwise coming into his possession, shall remain the exclusive property of the Company, and Executive hereby agrees to promptly disclose such Confidential Information to the Company upon request and hereby assigns to the Company any rights which he may acquire in any Confidential Information. Executive further agrees not to disclose or use any Confidential Information and to use his best efforts to prevent the disclosure or use of any Confidential Information either during the term of his employment or consultancy or at any time thereafter, except as may be necessary in the ordinary course of performing his duties under this Agreement. Upon termination of Executive’s employment or consultancy with the Company for any reason, (a) Executive shall promptly deliver to the Company all materials, documents, data, equipment and other physical property of any nature containing or pertaining to any Confidential Information, and (b) Executive shall not take from the Company’s premises any such material or equipment or any reproduction thereof.
10.Inventions.
10.1Disclosure of Inventions. Executive hereby agrees that if he conceives, learns, makes or first reduces to practice, either alone or jointly with others, any “Employment Inventions” (as defined in Section 10.3 below) while he is employed by the Company, either as an employee or as a consultant, he will promptly disclose such Employment Inventions to the CEO or to any other Company officer designated by the Board.
10.2Ownership, Assignment Assistance and Power of Attorney. All Employment Inventions shall be the sole and exclusive property of the Company, and the Company shall have the right to use and to apply for patents, copyrights or other statutory or common law protection for such Employment Inventions in any country. Executive hereby assigns to the Company any rights which he may acquire in such Employment Inventions. Furthermore, Executive agrees to assist the Company in every proper way at the Company’s expense to obtain patents, copyrights and other statutory or common law protections for such Employment Inventions in any country and to enforce such rights from time to time. Specifically, Executive agrees to execute all documents as the Company may desire for use in applying for and in obtaining or enforcing such patents, copyrights and other statutory or common law protections together with any assignments thereof to the Company or to any person designated by the Company. Executive’s obligations under this Section 10 shall continue beyond the termination of his employment under this Agreement, but the Company shall compensate Executive at a reasonable rate after any such termination for the time which Executive actually spends at the Company’s request in rendering such assistance. In the event the Company is unable for any reason whatsoever to secure Executive’s signature (after reasonable attempts to do so) to any lawful document required to apply for or to enforce any patent, copyright or other statutory or common law protections for such Employment Inventions, Executive hereby irrevocably designates and appoints the Company and its duly authorized officers and agents as his agents and attorneys-in-fact to act in his stead to execute such documents and to do such other lawful and necessary acts to further the issuance and prosecution of such patents, copyrights or other statutory or common law protection, such documents or such acts to have the same legal force and effect as if such documents were executed by or such acts were done by Executive.
10.3Employment Inventions. The definition of “Employment Invention” as used herein is as follows: “Employment Invention” means any invention or part thereof conceived, developed, reduced to practice, or created by Executive which is: (a) conceived, developed, reduced to practice, or created by Executive: (i) within the scope of his employment; (ii) on the Company’s time; or (iii) with the aid, assistance, or use of any of the Company’s property, equipment, facilities, supplies, resources, or intellectual property; (b) the result of any work, services, or duties performed by Executive for the Company; (c) related to the industry or trade of the Company; or (d) related to the current or demonstrably anticipated business, research, or development of the Company.
5


10.4Exclusion of Prior Inventions. Executive has identified on Exhibit A attached hereto a complete list of all inventions which Executive has conceived, learned, made or first reduced to practice, either alone or jointly with others, prior to employment with the Company and which Executive desires to exclude from the operation of this Agreement. If no inventions are listed on Exhibit A, Executive represents that he has made no such inventions at the time of signing this Agreement.
10.5Inventions of Third Parties. Executive shall not disclose to the Company, use in the course of his employment, or incorporate into the Company’s products or processes any confidential or proprietary information or inventions that belong to a third party, unless the Company has received authorization from such third party and Executive has been directed by the CEO to do so.
11.Compliance with Section 409A of the Code. Notwithstanding any provision in this Agreement to the contrary, this Agreement shall be interpreted, construed and conformed in accordance with Section 409A of the Code and regulations and other guidance issued thereunder. If, on the date of Executive’s separation from service (as defined in Treasury Regulation §1.409A-1(h)), Executive is a specified employee (as defined in Code Section 409A and Treasury Regulation §1.409A-1(i)), no payment shall be made under this Agreement at any time during the 6-month period following the Employee's separation from service of any amount that results in the "deferral of compensation" within the meaning of Treasury Regulation §1.409A-1(b), after application of the exemptions provided in Treasury Regulation §§1.409A-1(b)(4) and 1.409A-1(b)(9)(iii) and (v), and any amounts otherwise payable during such 6-month period shall be paid in a lump sum on the first payroll payment date following expiration of such 6-month period.
12.No Conflicts. Executive hereby represents that, to the best of his knowledge, his performance of all the terms of this Agreement and his work as an employee or consultant of the Company does not breach any oral or written agreement which he has made prior to his employment with the Company.
13.Equitable Remedies. Executive acknowledges and agrees that the breach or threatened breach by his of certain provisions of this Agreement, including without limitation Sections 8, 9 or 10 above, would cause irreparable harm to the Company for which damages at law would be an inadequate remedy. Accordingly, Executive hereby agrees that in any such instance the Company shall be entitled to seek injunctive or other equitable relief in addition to any other remedy to which it may be entitled.
14.Assignment. This Agreement is for the unique personal services of Executive and is not assignable or delegable in whole or in part by Executive without the consent of the CEO. This Agreement may be assigned or delegated in whole or in part by the Company and, in such case, the terms of this Agreement shall inure to the benefit of, be assumed by, and be binding upon the entity to which this Agreement is assigned.
15.Waiver or Modification. Any waiver, modification or amendment of any provision of this Agreement shall be effective only if in writing in a document that specifically refers to this Agreement and such document is signed by the parties hereto.
16.Entire Agreement. This Agreement constitutes the full and complete understanding and agreement of the parties hereto with respect to the specific subject matter covered herein and therein and supersedes all prior oral or written understandings and agreements with respect to such specific subject matter, except for the offer letter dated December 10, 2025 between the Company and Executive which shall control with respect to sections herein specifically referenced.
6


17.Severability. If any provision of this Agreement is found to be unenforceable by a court of competent jurisdiction, the remaining provisions shall nevertheless remain enforceable in full force and effect, and the court making such determination shall modify, among other things, the scope, duration, or geographic area of such affected provision to preserve the enforceability thereof to the maximum extent then permitted by law.
18.Notices. All notices thereunder shall be in writing addressed to the respective party as set forth below and may be personally served, sent by facsimile transmission, sent by overnight courier service, or sent by United States mail, return receipt requested. Such notices shall be deemed to have been given: (a) if delivered in person, on the date of delivery; (b) if delivered by facsimile transmission, on the date of transmission if transmitted by 5:00 p.m. (local time, Omaha, Nebraska) on a business day or, if not, on the next succeeding business day; provided that a copy of such notice is also sent the same day as the facsimile transmission by any other means permitted herein; (c) if delivered by overnight courier, on the date that delivery is first attempted; or (d) if by United States mail, on the earlier of two (2) business days after depositing in the United States mail, postage prepaid and properly addressed, or the date delivery is first attempted. Notices shall be addressed as set forth as set forth on the signature page hereof, or to such other address as the party to whom such notice is intended shall have previously designated by written notice to the serving party. Notices shall be deemed effective upon receipt.
19.Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Nebraska, without reference to the choice of law provisions thereof.
20.Attorneys’ Fees. In the event an action or proceeding is brought by any party under this Agreement to enforce or construe any of its terms, the party that prevails by enforcing this Agreement shall be entitled to recover, in addition to all other amounts and relief, its reasonable costs and attorneys’ fees incurred in connection with such action or proceeding.
21.Construction. Whenever the context requires, the singular shall include the plural and the plural shall include the singular, the whole shall include any part thereof, and any gender shall include all other genders. The headings in this Agreement are for convenience only and shall not limit, enlarge, or otherwise affect any of the terms of this Agreement. Unless otherwise indicated, all references in this Agreement to sections refer to the corresponding sections of this Agreement. This Agreement shall be construed as though all parties had drafted it.
22.Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same agreement. Counterparts and signatures transmitted by facsimile shall be valid, effective and enforceable as originals.
23.Indemnification. In the event that Executive is made a party or threatened to be made a party to any action, suit, or proceeding, whether civil, criminal, administrative, or investigative (a "Proceeding"), other than any Proceeding initiated by Executive or the Company related to any contest or dispute between Executive and the Company or any of its affiliates with respect to this Agreement or Executive’s employment hereunder, by reason of the fact that Executive is or was a director or officer of the Company, or any affiliate of the Company, or is or was serving at the request of the Company as a director, officer, member, employee, or agent of another corporation or a partnership, joint venture, trust, or other enterprise, Executive shall be indemnified and held harmless by the Company to the fullest extent applicable to any other officer or director of the Company/to the maximum extent permitted under applicable law and the Company's bylaws from and against any liabilities, costs, claims, and expenses, including all costs and expenses incurred in defense of any Proceeding (including attorneys' fees). Costs and expenses incurred by Executive in defense of such Proceeding (including attorneys' fees) shall be
7


paid by the Company in advance of the final disposition of such litigation upon receipt by the Company of: (i) a written request for payment; (ii) appropriate documentation evidencing the incurrence, amount, and nature of the costs and expenses for which payment is being sought; and (iii) an undertaking adequate under applicable law made by or on behalf of Executive to repay the amounts so paid if it shall ultimately be determined that Executive is not entitled to be indemnified by the Company under this Agreement. During the Term of this Agreement and while potential liability exists after the Employment Term, as determined by the Company in its sole reasonable discretion but in no event for a period of not less than six (6) years thereafter, the Company or any successor to the Company shall purchase and maintain, at its own expense, directors' and officers' liability insurance providing coverage to Executive on terms that are no less favorable than the coverage provided to other directors and similarly situated executives of the Company.
IN WITNESS WHEREOF, Executive has signed this Agreement personally and the Company has caused this Agreement to be executed by its duly authorized representative.


GREEN PLAINS INC.


By:     /s/ Chris Osowski        
Name: Chris Osowski
Title: CEO

Address:
Green Plains Inc.
1811 Aksarben Dr.
Omaha NE 68106

Executive

    /s/ Ann Reis            
Ann Reis, individually

Address:







8


EXHIBIT A
EXCLUDED INVENTIONS

9
EX-10.3 4 exhibit103releaseagreement.htm EX-10.3 Document
Exhibit 10.3
EXHIBIT B
RELEASE AGREEMENT
This Release Agreement (this “Release”) is the Release referenced in Section 7.2 of that certain Employment Agreement between Michelle Mapes (“Executive”) and Green Plains Inc. (“GPRE” or the “Company”) effective as of February 2, 2020, as amended by that certain Amendment No. 1 to Employment Agreement effective as of February 27, 2025 (the “Employment Agreement”). Capitalized terms not defined herein have the meaning given to them in the Employment Agreement. In signing below, Executive agrees as follows:
The terms of this Agreement are as follows:
1.Executive’s Release of Claims. For good and valuable consideration, including the separation benefits and payments set forth in Section 7.2(a) and 7.2.(b) of the Employment Agreement, Executive (on behalf of Executive and Executive’s heirs, executors, administrators, agents, attorneys, representatives and assigns) hereby releases GPRE and any current or former parent, subsidiary, predecessor, entity, division or affiliated company of GPRE or successor assign of any of them, or any benefit plain maintained by any of them, and the current and former directors, officers, employees, trustees, shareholders and agents of any or all of them (collectively hereinafter the “Company Releasees”) from any and all claims, damages, losses, liabilities, debts, obligations, demands, judgments, controversies, and causes of action of every kind and nature whatsoever, foreseen or unforeseen, known or unknown, which have arisen between Executive and the Company Releasees up to the execution date of this Release by Executive (collectively hereinafter “Released Claims”) as follows:
a.Full and General Release. Executive agrees to release and forever discharge GPRE and the other Company Releasees from any and all Released Claims, including but not limited to, any Released Claims Executive may have relating to Executive’s employment; Released Claims for breach of an actual or implied contract; Released Claims for attorney fees or costs; Released Claims under any severance pay plan or policy with or provided by the Company; Released Claims of unjust or tortious discharge; Released Claims of negligence, intentional or negligent infliction of emotional distress, negligent hire/retention/supervision or other negligence, emotional distress, fraud (including fraudulent inducement) or misrepresentation of any kind, detrimental reliance, or tortious interference with contract or business expectancy; Released Claims of defamation, libel, and/or slander or any other public policy, contract, or common law Released Claims; all Released Claims for discrimination or retaliation, all Released Claims under the Civil Rights Act of 1866, 42 U.S.C. § 1981, the Civil Rights Act of 1964, 42 U.S.C. § 2000 et seq., the Americans with Disabilities Act of 1990, 42 U.S.C. § 12101 et seq., the Employee Retirement Income Security Act, 29 U.S.C. § 1001 et seq. as amended by the Consolidated Omnibus Budget Reconciliation Act (“COBRA”) as amended by the American Recovery and Reinvestment Act of 2009 (“ARRA”), the Fair Labor Standards Act of 1938 and any other federal, state or local wage law, 29 U.S.C. § 201 et seq., the Genetic Information Nondiscrimination Act (“GINA”), the Rehabilitation Act of 1973, 29 U.S.C. § 701 et seq., the False Claims Act, 31 U.S.C. § 3729 et seq., the Family and Medical Leave Act, 29 U.S.C. § 2601 et seq., Nebraska Fair Employment Practice Act, Neb. Rev. Stat. § 48-1101 et seq., Nebraska AIDS Discrimination Act, Neb. Rev. Stat. § 20-167 et seq., Nebraska Equal Pay Act, Neb. Rev. Stat. § 48-1219 et seq., Nebraska Law on Genetic Information and Testing, Neb. Rev. Stat. § 48-236 et seq., Nebraska Age Discrimination in Employment Act, Neb. Rev. Stat. § 48-1001 et seq., Nebraska Non-English-Speaking Workers Protection Act, Neb. Rev. Stat. § 48-2207 et seq., Nebraska Minimum Wage and Overtime Laws, Neb. Rev. Stat. § 48-1202 et seq., Nebraska Family Military Leave Law, Neb. Rev. Stat. § 55-503 et seq., Nebraska Drug and Alcohol Testing Laws, Neb. Rev. Stat. §§ 48-1901 et seq., and Nebraska Privacy Laws, Neb. Rev. Stat. §§ 22-201 to 20-211 and 25-840.01, Released Claims (whether direct or derivative) arising from being a shareholder of any Company Releasee; Released Claims relating to Executive’s application for hire, employment, or termination thereof; and any Released Claims which Executive may have arising under or in connection with any and all local, state or federal ordinances, statutes, rules, regulations, executive orders or common law, up to and including the date of Executive’s execution of this Release. The defined term “Released Claims” does not include claims by Executive for: (1) unemployment insurance; (2) worker’s compensation benefits; (3) state disability compensation; (4) previously vested benefits under any Company-sponsored benefits plan that is subject to ERISA and cannot be released pursuant to ERISA; (5) unpaid overtime or violations of minimum wage obligations under the federal Fair Labor Standards Act, 29 U.S.C. Sections 201 et seq.; (6) continued benefits in accordance with the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”); (7) enforcement of rights under the Employment Agreement that arise following the date this Release is signed by Executive; or (8) any other rights that cannot by law be released by private agreement.



b.ADEA Release. Executive agrees to release and forever discharge GPRE and the other Company Releasees from any and all Released Claims relating to Executive’s employment with arising under the Age Discrimination in Employment Act (“ADEA”), 29 U.S.C. § 621 et seq., and as modified by the Older Workers’ Benefits Protection Act, 29 U.S.C. § 626(f). Nothing in this Release shall limit or restrict Executive’s right under the ADEA to challenge the validity of the ADEA release herein in a court of law. However, Executive nevertheless understands that the waiver and release contained in this paragraph still applies to Executive’s ADEA Released Claims and that Executive has waived all ADEA Released Claims as part of Executive’s execution of this Release. Executive further understands that in any suit brought under the ADEA, Executive would not be entitled to any damages or other relief unless the waiver in this paragraph was deemed to be invalid.
c.Rights Unaffected. Nothing in this Release shall prevent Executive from filing any non-legally waivable claim (including a challenge to the validity of this Release) with the EEOC, SEC, or other governmental agency or participating in any investigation or proceeding conducted by the EEOC, SEC or other governmental agency or cooperating with such agency; however, Executive understands and agrees that, to the extent permitted by law, Executive is waiving any and all rights to recover from any Company Releasee based on any of the Released Claims released herein, including any relief that may result from any Governmental Agency proceeding or subsequent legal actions. Nothing herein waives Executive’s right to receive an award for information provided to a governmental agency (including, for the avoidance of doubt, any monetary award or bounty from any governmental agency or regulatory or law enforcement authority in connection with any protected “whistleblower” activity), and nothing herein or in any other agreement between Executive and the Company shall prohibit or restrict Executive from (i) initiating communications directly with, cooperating with, providing information or making statements to, causing information to be provided to, or otherwise assisting in an investigation by, any governmental agency; (ii) responding to any inquiry or legal process directed to Executive from any governmental agency; (iii) testifying, participating or otherwise assisting in any action or proceeding by any governmental agency; or (iv) making any disclosures that are protected under the whistleblower provisions of any applicable law. Nothing in this Agreement requires Executive to obtain prior authorization before engaging in any conduct described in this paragraph or to notify GPRE or any other Company Releasee that Executive has engaged in any such conduct.
2



2.Company Release of Claims. The Company and its affiliated entities hereby release Executive from any and all claims, damages, losses, liabilities, debts, obligations, demands, judgments, controversies, and causes of action of every kind and nature whatsoever, foreseen or unforeseen, known or unknown, which have arisen between Executive and the Company or any of its affiliated entities up to the execution date of this Release by the Company (collectively hereinafter “Company Released Claims”). The Company Released Claims do not include any rights that cannot by law be released by private agreement.
3.Return of Company Property. Executive agrees and represents that Executive has returned to GPRE any and all Company property and proprietary or confidential information, including originals and copies thereof (whether in hard copy or electronic form), including, without limitation, electronic equipment (including laptops), books, records and documents, files, memoranda, credit cards, passes, keys, computer access codes, and any other information or property which was in Executive’s possession or under his control.
4.Non-Admission. Nothing herein is an admission by any Company Releasee of any wrongdoing, either in violation of an applicable law or otherwise, and that nothing in this Release is to be construed as such by any person.
5.Non-Disparagement.
(a)Executive hereby agrees that Executive shall not make, or cause to be made, any disparaging statements or remarks (whether orally or in writing) or any other statements or remarks (whether orally or in writing that may be considered to be derogatory or detrimental to the good name or business reputation of the Company or any other Company Releasee. Executive further agrees not to make any deliberately or maliciously false statements or remarks regarding the Company or any Company affiliate or its operations.
(b)GPRE, including its former, current, and future executives, officers, and directors, and its affiliated entities and the former, current, and future executives, officers, and directors of GPRE’s affiliated entities, hereby agree not to make or cause to be made: (x) any disparaging statements or remarks (whether orally or in writing) with respect to Executive, (y) any other statements or remarks (whether orally or in writing that may be considered to be derogatory or detrimental to the good name or business reputation of Executive, or (z) any deliberately or maliciously false statements or remarks regarding Executive.
(c)Notwithstanding the foregoing, nothing in this Section 5 shall prevent any person from making any statement to any governmental agencies or as required by law or legal process or from engaging in any activity described in Section 1(c) above.
6.Consultation with Attorney/Time for Consideration. This is an important legal document, and GPRE hereby advises Executive to consult with an attorney prior to executing this Release. Executive agrees that she has been advised to consult with an attorney regarding this Agreement and has been given a reasonable period of time to consider this Release.
3



Executive also acknowledges that Executive has voluntarily entered into this Release of her own free will based only upon her own judgment and the terms and conditions set out herein, and in choosing to enter into this Release Executive has not relied on any statement or representation of any Company Releasee not set forth in this Release and the Employment Agreement. Further, Executive acknowledges and agrees Executive has had at least twenty-one (21) calendar days from her receipt of this Release to consider, sign and accept this Release.
7.Revocation Period. Executive understands that she has the right to revoke this Release for a period of seven (7) calendar days after signing it and that this Release shall not become effective or enforceable until the seven (7) calendar day period has expired. In the event Executive exercises Executive’s right to revoke this Agreement, Executive agrees to notify the Company in writing of such revocation within the seven (7) calendar day period. Such written notice of revocation must be sent via electronic mail to GPRE’s Chief Executive Officer and sent within the seven (7) calendar day revocation period.
8.Acknowledgement. Executive acknowledges: (a) she has been paid in full all wages due and owing to her for any and all work performed for the Company; (b) she does not have any work-related injuries or illnesses that have not been reported to GPRE; (c) Executive has read this entire Release; (d) Executive fully understands the terms and effects of this Release, including that this Release releases claims under the Age Discrimination and Employment Act (“ADEA”); and (e) she has freely, knowingly, and voluntarily executed this Release.
I HAVE READ THIS CONFIRMING RELEASE AGREEMENT AND, UNDERSTANDING ALL OF ITS TERMS, I SIGN IT AS MY FREE ACT AND DEED.
EXECUTIVE


/s/ Michelle Mapes
Michelle Mapes

Date: December 31, 2025


GREEN PLAINS INC.


By: /s/ Jamie Herbert     
Name: James “Jamie” F. Herbert II
Title: Chief Human Resources Officer
Date: December 31, 2025
4

EX-10.4 5 exhibit104-professionalser.htm EX-10.4 Document
Exhibit 10.4
PROFESSIONAL SERVICES AGREEMENT

image_0a.jpg

This Professional Services Agreement ("Agreement") is made and entered into this 11th day of November, 2025 with an effective date of January 1, 2026 ("Effective Date"), by and between Michelle Mapes ("Consultant"), or her designated legal entity, and Green Plains Inc. (the “Company” or “GPRE”).

RECITALS:

Consultant’s role as the Company’s Chief Legal and Administration Officer and leader of carbon terminated on December 31, 2025. She possesses unique expertise to assist the Company in its handling of board, strategic initiatives, securities, material financings and transactions, the Company’s carbon initiatives as well as the transition of day to day duties in the legal, compliance, carbon, sustainability and insurance functions of the Company (“Duties”).image_1a.jpg The Company desires to retain Consultant to be available to perform such Duties consistent with the terms as set forth herein, in exchange for the consideration set forth herein.

NOW, THEREFORE, in consideration of the foregoing recitals which are hereby incorporated into this Agreement, the mutual promises and covenants set forth herein, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows:

1)Services. Consultant agrees to provide consulting services within the scope of the Duties as reasonably requested by the Company. Consultant shall report to the CEO of the Company with respect to such Duties, with dotted line reporting to the Company’s Board on legal matters. Consultant shall provide services within the scope of the Duties for up to (20) hours per week (excluding holidays) for the Term. In the event such services requested exceed such hours when measured on a monthly basis, Consultant shall invoice for actual time exceeding such average at the end of each calendar month at the rate set forth in her Employment Agreement.

2)Performance of work. Consultant will perform the Duties and all work in a professional and workmanlike manner and shall provide all work and deliverables free and clear of any interests, liens or encumbrances and free of claims of infringement or misappropriation.

3)Compensation, Fees and Expenses. Company agrees to pay Consultant the sum of $225,000 (the “Retainer”) for the Duties and services herein on the terms set forth herein and shall reimburse Consultant for reasonable and documented expenses incurred on behalf of the Company during the Term.

4)Payment. GPRE shall remit the Retainer payment to Consultant in six (6) equal installments no later than the last business day of each month during the Term.

5)image_2a.jpgEquipment and Supplies. GPRE agrees to provide such equipment and supplies (e.g. laptop and cellular phone) as may be reasonably required to perform the services and Consultant shall be entitled to retain the laptop and cell phone assigned to her following termination of this Agreement and will cooperate with the Company to download any data the Company may need at the time of termination of this Agreement.

6)Work and Work Product. Consultant and Company each acknowledge and agree that Consultant will be acting as the Company’s legal counsel when performing legal services for the Term hereof and as such, shall have the rights, duties, authorities and obligations possessed prior to her termination for the Duties assigned herein. The Company shall also include Consultant on the Company’s employed lawyers insurance coverage. Consultant warrants and represents that all work created in connection with the Services (collectively, "Work Product") will not infringe upon any third-party patent, copyright, trade secret or other intellectual property rights. Consultant acknowledges and agrees that GPRE is the sole owner of all right, title and interest in all Work Product, including but not limited to all rights arising under federal patent and copyright laws. Consultant hereby assigns to GPRE all right, title and interest in and to all Work Product.




7)Confidentiality/Trade Secrets (a) Confidential Information includes all information that has or could have commercial value or other utility in the businesses in which GPRE is engaged, and all information of which the unauthorized disclosure could be detrimental to the interests of GPRE or such customer or client, regardless of the form in which such information is provided to Consultant and regardless of whether such information is identified as Confidential Information by GPRE. Confidential Information, regardless of whether the information was provided in a verbal disclosure, an electronic disclosure, a document, or any other form, includes but is not limited to secret, proprietary, or confidential matters disclosed or otherwise provided by GPRE or to which access is provided by GPRE: (a) of a technical nature, such as methods, know-how, business processes, discoveries, inventions, computer data or software (whether stored on computer or in paper form) and business development activities, (b) of a business, financial or personnel nature, such as information about fees, service costs (including cost of services, labor and overhead), purchasing, profits, markets, sales, customers or clients, and (c) pertaining to future developments, such as development activities, future marketing and service plans and future expansion plans.
(b) Confidential Information shall be held by Consultant in strict confidence and shall be used only to perform the contracted services requested by GPRE. Consultant shall (a) maintain the confidentiality of the Confidential Information, and (b) not disclose any such Confidential Information to any third party, including but not limited to Consultant's representatives and agents, in any manner whatsoever, in whole or in part, without the express prior written authorization of GPRE. Upon completion of Consultant's engagement, Consultant shall return to GPRE all documents furnished by GPRE, all documents prepared by Consultant containing Confidential Information, and all copies of any such documents, and shall delete all such documents from any electronic storage maintained by Consultant. Consultant will not, during or after the term of work with GPRE, use for Consultant or others, or communicate or disclose to others any trade secret or confidential information relating to GPRE or any third party.
(c) In the event that Consultant becomes legally compelled to disclose any of the Confidential Information or is requested or ordered to disclose any of the Confidential Information by a governmental authority, prior to disclosure Consultant will provide GPRE with prompt notice thereof so that GPRE may seek a protective order or other appropriate relief, and/or waive compliance by Consultant with the provisions of this Agreement.

8) Exclusivity. Consultant acknowledges and agrees that the services to be provided by Consultant to GPRE pursuant to this Agreement are exclusive to GPRE and that at no time during the Term of this Agreement, will Consultant perform similar services for or on behalf of any person, firm or entity whose products or activities compete in whole or in part with GPRE's business anywhere within the United States.

9) Third Party Materials. In connection with Consultant's performance hereunder, Consultant may be allowed access to certain third-party information and other materials ("Third-Party Materials") that have been provided to GPRE, for limited use. Consultant agrees that such Third-Party Materials shall be considered "Confidential Information" for the purposes of this Agreement and that Consultant shall abide by the terms and conditions of any third-party agreements relating to such Third-Party Materials.

10) Indemnification. In the event that Consultant is made a party or threatened to be made a party to any action, suit, or proceeding, whether civil, criminal, administrative, or investigative (a "Proceeding"), other than any Proceeding initiated by Consultant or the Company related to any contest or dispute between Consultant and the Company or any of its affiliates with respect to this Agreement, by reason of the fact that Consultant is or was performing the Duties or services herein or is or was an officer or agent of the Company, or any affiliate of the Company, or is or was serving at the request of the Company hereunder or as an officer, member, employee, or agent of another corporation or a partnership, joint venture, trust, or other enterprise, Consultant shall be indemnified and held harmless by the Company to the fullest extent applicable to any other officer or director of the Company to the maximum extent permitted under applicable law and the Company's bylaws from and against any liabilities, costs, claims, and expenses, including all costs and expenses incurred in defense of any Proceeding (including attorneys' fees). Costs and expenses incurred by Consultant in defense of such Proceeding (including attorneys' fees) shall be paid by the Company in advance of the final disposition of such litigation upon receipt by the Company of: (i) a written request for payment; and (ii) appropriate documentation evidencing the incurrence, amount, and nature of the costs and expenses for which payment is being sought.



During the Term of this Agreement and while potential liability exists after the Term, as determined by the Company in its sole reasonable discretion but in no event for a period of not less than six (6) years thereafter, the Company or any successor to the Company shall maintain, at its own expense, directors' and officers' liability insurance providing coverage to Consultant on terms that are no less favorable than the coverage provided to other executives of the Company.

11) Term and Termination. This Agreement shall commence as of the Effective Date and shall continue for a period of six (6) months from the Effective Date. Any extension of the Term of this Agreement shall be mutually negotiated by the parties. Either party may terminate this Agreement, in the event that the other party commits a material breach of this Agreement and fails to cure such breach within thirty (30) days after receiving written notice of such breach and failure to cure. In the event of breach by the Company, all amounts due hereunder shall become immediately due and payable.

12) Notices. All notices from either party to this Agreement to the other shall be in writing and shall be deemed to have been properly given one day after having been sent via an overnight service to the address on file for such party or when delivered in person.

13) Governing Law. This Agreement, including its interpretation, performance and enforcement shall be governed by and controlled in accordance with the laws of the State of Nebraska.

14) Assignment. Neither party may assign or delegate their respective rights or obligations under this Agreement without the express written consent of the other party.

15) Binding Effect. This Agreement shall inure to the benefit of and be binding upon the parties hereto and to their respective successors and legal representatives.

16) Non-waiver. No provisions of this Agreement will be waived by any party except in writing. The parties hereto agree that the waiver by any party of a breach of any provision of this Agreement shall not operate or be construed as a waiver of any subsequent breach of that provision by the same party, or any other provision or condition of this Agreement.

17) Severability and Survival. If any provision or application of this Agreement shall be held invalid or unenforceable, the remaining provisions and applications of this Agreement shall not be affected, but rather shall remain valid and enforceable. Sections 3, 4, 5, 7, 8, 10 and 11 shall survive the termination of this Agreement.

18) Entire Agreement. This Agreement constitutes the entire agreement and supersedes all other understandings and agreements between the parties with respect to the subject matter hereof and no representation, statement or promise not contained herein shall be binding on either party. Notwithstanding the foregoing, the parties acknowledge that Consultant and Company are parties to an Employment Agreement dated February 3, 2020 as amended February 27, 2025 (collectively the “Employment Agreement”), and associated Release Agreement, with certain terms under each that still enforceable and shall remain enforceable to the extent applicable. This Agreement may be modified only by a written amendment duly signed by persons authorized to sign agreements on behalf of the parties and shall not be supplemented or modified by any course of dealing or trade usage.

IN WITNESS WHEREOF, the parties have executed this Agreement as of the Effective Date.
Company:                            Consultant:
image_5a.jpgBy: /s/ Brian Peterson             By:/s/ Michelle Mapes
image_6a.jpgName: Brian Peterson                        Name: Michelle Mapes
Title: Chair, Compensation Committee, Board of Directors

EX-99.1 6 exhibit991-pressrelease1526.htm EX-99.1 Document
image.jpg
Exhibit 99.1

FOR IMMEDIATE RELEASE

Green Plains Appoints Ann Reis as Chief Financial Officer

OMAHA, Neb. January 5, 2026 - Green Plains Inc. (NASDAQ: GPRE) today announced the appointment of Ann Reis as Chief Financial Officer, effective January 6, 2026. In this role, Reis will lead the finance organization and partner with senior leadership to advance Green Plains long-term strategic and financial objectives.

“Ann brings deep financial leadership, industry experience, and operations expertise to drive Green Plains’ continued focus on measurement-driven results and operational excellence,” said Chris Osowski, President and Chief Executive Officer. “Her collaborative approach to leadership and strategic insight position her well to support our long-term growth strategy.”

Reis joins Green Plains from Southwest Iowa Renewable Energy (SIRE), where she served as CFO, Chief Accounting Officer, and Assistant Secretary of the Board of Directors. She has more than 20 years of experience across agribusiness, energy, and financial services, including leadership roles at Lincoln Financial Group and ConAgra Foods. A Nebraska native, she holds a Bachelor of Arts from the University of Nebraska-Lincoln and a Master of Science in Accounting from the University of Toledo. Reis is also an active member of several renewable fuel boards.

Phil Boggs, who has served in multiple finance leadership roles over the past sixteen years, will depart the Company on January 5, 2026. “We thank Phil for his many years of dedication and service to Green Plains,” said Osowski. “We wish him all the best in his future endeavors.”

About Green Plains Inc.
Green Plains Inc. (NASDAQ:GPRE) is a leading biorefining company driving the transition to a low-carbon economy through the production of renewable fuels and sustainable, high-impact ingredients. Leveraging agricultural, biological, and fermentation expertise, the company transforms renewable crops into low-carbon energy and feedstocks. Green Plains is a leader in low-carbon intensity (CI) biofuels production and continues to explore opportunities to expand its output. With a strong commitment to innovation and operational excellence, Green Plains is delivering long-term value to stakeholders. For more information, visit www.gpreinc.com.

Green Plains Inc. Contacts
Investors: Will Joekel, CFA | Vice President and Treasurer | 402.952.4946 | will.joekel@gpreinc.com
Media: 402.884.8700 | media@gpreinc.com
###