Green Plains Inc. filed a Form 8-K on October 30, 2026, disclosing that on October 29, 2026, it entered into a Tax Credit Purchase Agreement to supply Section 45Z production tax credits to two unaffiliated institutional buyers, with a committed range of $250 million to $325 million in aggregate credits.

Key Highlights

  • Credit commitment range: Buyers have committed to purchase a minimum of $250 million and up to a maximum of $325 million of Section 45Z credits in the aggregate.
  • Production period: The credits cover ethanol production at Green Plains' operating facilities between January 1, 2026 and December 31, 2026.
  • Two institutional buyers: One is described as "a leading U.S. life insurance company" acquiring up to $5 million in the final funding tranche; the other is "an investment subsidiary of a Fortune-ranked engineering and construction company" acquiring the balance, with payment unconditionally guaranteed by its ultimate parent.
  • Payment timing: Cash proceeds from the first half of 2026 credit generation are expected during the fourth quarter; proceeds from the third and fourth quarters and any final true-up amounts are expected in the first half of 2027.
  • Confidential purchase price: The filing states the purchase price "includes a market-based discount for such credits" but is otherwise confidential.
  • Tax law change protection: If a change or proposed change in tax law limits or disallows any portion of the transferred credits, the filing states that "Seller is obligated to return to the affected Buyer the portion of the purchase price attributable to the affected credits (together with interest)."

Green Plains' Section 45Z Tax Credit Sale: Agreement Terms and Structure

According to the filing, Green Plains Inc. (NASDAQ:GPRE) entered into the Tax Credit Purchase Agreement on October 29, 2026 (the "Execution Date"). Under the agreement, Green Plains, as Seller, committed to deliver Section 45Z production tax credits generated from its ethanol operations during the 2026 production year, with Buyers committing to purchase no less than $250 million and no more than $325 million of such credits in aggregate, "subject to generation and availability and the satisfaction of certain conditions," the filing stated.

The two buyers are described in the filing as unaffiliated institutional counterparties. The first is a leading U.S. life insurance company that will acquire up to $5 million of transfer credits in the final funding tranche. The second is an investment subsidiary of a Fortune-ranked engineering and construction company that will acquire the remainder of the credits; that subsidiary's payment obligations are "unconditionally guaranteed by its ultimate parent (a direct, primary-obligor guaranty)," according to the filing. The company disclosed it has received the most recent audited financial statements of both the primary insurance-company buyer and the parent guarantor.

The agreement became effective on the Execution Date and remains in force unless terminated by a party upon customary events of default. The filing also describes a tax law change provision: if a change or proposed change in applicable tax law limits, restricts, reduces, or disallows any portion of the transferred credits or any buyer's ability to claim them, Green Plains is obligated to return the affected portion of the purchase price, plus interest, and the agreement continues with respect to any unaffected credits. A press release announcing the agreement was issued October 30, 2026, and is furnished as Exhibit 99.1 to the filing.

What Was Disclosed

Green Plains disclosed the execution of a Tax Credit Purchase Agreement dated October 29, 2026, committing to supply between $250 million and $325 million in Section 45Z ethanol production tax credits to two unaffiliated institutional buyers, with payment occurring in tranches through the first half of 2027.