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FALSE000130940200013094022026-01-122026-01-12

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 12, 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 Ryan Loneman to serve as the General Counsel and Corporate Secretary of the Company effective January 26, 2026. Mr. Loneman, age 42, joins Green Plains from Lindsay Corporation, where he served in a variety of legal roles since 2016, most recently as Vice President - Legal. He previously was Vice President and General Counsel at Signal Security, an international security services franchisor, and practiced law with Kirkland & Ellis LLP. A Nebraska-licensed attorney, he earned his Juris Doctor with distinction from Stanford Law School, and an undergraduate degree in Finance and Philosophy from Creighton University.

The Company entered into an offer letter dated January 8, 2026 (the “Offer Letter”) filed as Exhibit 10.1, and an employment agreement with Mr. Loneman (“Employment Agreement”) effective January 26, 2026 filed as Exhibit 10.2 hereto. Pursuant to the Offer Letter and the Employment Agreement, Mr. Loneman 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 $50,000 for the achievement of certain 100 day milestones, an annual base salary of $300,000, 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.

Mr. Loneman 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 Mr. Loneman has, or will have, a material interest subject to disclosure under Item 404(a) of Regulation S-K. Mr. Loneman was not chosen pursuant to any arrangement or understanding with any other person.

Item 7.01. Regulation FD Disclosure.

On January 12, 2026, the Company issued a press release announcing the appointment of its General Counsel. 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 12, 2026 By:
/s/ Chris G. Osowski
Chris G. Osowski
Chief Executive Officer
(Principal Executive Officer)

EX-10.1 2 exhibit101-offerletter.htm EX-10.1 Document
Exhibit 10.1
Ryan Loneman


Dear Ryan,
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 General Counsel. 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 26, 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 $300,000 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 $50,000.00, subject to the achievement of the deliverables over the first one hundred (100) days as General Counsel, 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 January 8, 2026.
Sincerely,
/s/ Chris Osowski
Chris Osowski
Chief Executive Officer
Agreed and Accepted January 8, 2026
/s/ Ryan Loneman
Ryan Loneman

EX-10.2 3 exhibit102-employmentagree.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 Ryan Loneman, 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 26, 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 General Counsel 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 him 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 Thousand Dollars ($300,000.00) 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 January 8, 2026, executed by the Executive (the “Offer Letter”).



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(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


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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:
(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.


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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.
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.


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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.
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.


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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.
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.


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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 January 8, 2026, between the Company and Executive which shall control with respect to sections herein specifically referenced.


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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


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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 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
By: /s/ Ryan Loneman    
Ryan Loneman, individually




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EXHIBIT A
EXCLUDED INVENTIONS


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EX-99.1 4 exhibit991-pressrelease112.htm EX-99.1 Document
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Exhibit 99.1

FOR IMMEDIATE RELEASE

Green Plains Expands Leadership Team with Ryan Loneman as General Counsel

OMAHA, Neb. January 12, 2026 - Green Plains Inc. (NASDAQ: GPRE) today announced the appointment of Ryan Loneman as General Counsel and Secretary, effective January 26, 2026. In this role, Loneman will lead Green Plains’ legal function and serve as a key advisor to senior leadership on corporate governance, strategic transactions, and regulatory matters.

“Ryan brings a wealth of legal experience and a strategic perspective that will be invaluable to Green Plains,” said Chris Osowski, President and Chief Executive Officer. “His expertise in corporate governance, compliance, and complex transactions positions him well to support our long-term growth strategy.”

Loneman joins Green Plains from Lindsay Corporation, where he served in a variety of legal roles since 2016, most recently as Vice President - Legal. He previously was Vice President and General Counsel at Signal Security, an international security services franchisor, and practiced law with Kirkland & Ellis LLP. A Nebraska-licensed attorney, he earned his Juris Doctor with distinction from Stanford Law School, and an undergraduate degree in Finance and Philosophy from Creighton University. He is also a 2019 Leadership Omaha graduate.

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
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