SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13E-3
TRANSACTION STATEMENT UNDER SECTION 13(e) OF THE
SECURITIES EXCHANGE ACT OF 1934 AND
RULE 13e-3 THEREUNDER
Rule 13e-3 Transaction Statement Under Section 13(e)
of the Securities Exchange Act of 1934
GREEN PLAINS PARTNERS LP
(Name of Issuer)
Green Plains Partners LP
Green Plains Inc.
Green Plains Holdings LLC
GPLP Holdings Inc.
GPLP Merger Sub LLC
(Names of Persons Filing Statement)
Common Units Representing Limited Partner Interests
(Title of Class of Securities)
393221106
(CUSIP Number of Class of Securities)
This statement is filed in connection with (check the appropriate box):
| a. ☒ |
The filing of solicitation materials or an information statement subject to Regulation 14A, Regulation 14C or Rule 13e-3(c) under the Securities Exchange Act of 1934. | |||
| b. ☒ |
The filing of a registration statement under the Securities Act of 1933. | |||
| c. ☐ |
A tender offer. | |||
| d. ☐ |
None of the above. | |||
Check the following box if the soliciting materials or information statement referred to in checking box (a) are preliminary copies: ☒
Check the following box if the filing is a final amendment reporting the results of the transaction: ☐
Neither the SEC nor any state securities regulatory agency has approved or disapproved the Merger, passed upon the merits or fairness of the Merger or passed upon the adequacy or accuracy of the disclosure in this document. Any representation to the contrary is a criminal offense.
INTRODUCTION
This Rule 13e-3 Transaction Statement on Schedule 13E-3 (this Transaction Statement), together with the exhibits hereto, is being filed with the Securities and Exchange Commission (the SEC) pursuant to Section 13(e) of the Securities Exchange Act of 1934, as amended (the Exchange Act), by: (i) Green Plains Partners LP, a Delaware limited partnership (GPP) and the issuer of the common units representing limited partner interests in GPP (GPP Common Units, and the holders of GPP Common Units, the GPP Unitholders) that are subject to the Rule 13e-3 transaction, (ii) Green Plains Inc., an Iowa corporation (GPRE), (iii) GPLP Holdings Inc., a Delaware corporation and a wholly owned subsidiary of GPRE (Holdings), (iv) GPLP Merger Sub LLC, a Delaware limited liability company and a wholly owned subsidiary of Holdings (Merger Sub), and (v) Green Plains Holdings LLC, a Delaware limited liability company and the general partner of GPP (the General Partner). Collectively, the persons filing this Transaction Statement are referred to as the filing persons.
This Transaction Statement relates to the Agreement and Plan of Merger, dated as of September 16, 2023 (as the same may be amended or supplemented from time to time, the Merger Agreement), by and among GPRE, Holdings, Merger Sub, GPP and the General Partner, pursuant to which Merger Sub will merge with and into GPP, with GPP surviving as an indirect, wholly owned subsidiary of GPRE (the Merger).
Under the terms of the Merger Agreement, at the effective time of the Merger (the Effective Time), each outstanding GPP Common Unit other than GPP Common Units owned by GPRE, the General Partner and their respective affiliates (each, a GPP Public Common Unit and the holders of such units, the GPP Unaffiliated Unitholders) will be converted into the right to receive, subject to adjustment as described in the Merger Agreement, (i) 0.405 shares of common stock, par value $0.001 per share, of GPRE (the GPRE Common Stock and the shares of GPRE Common Stock to be issued in the Merger, the Stock Consideration) and (ii) an amount of cash equal to the sum of (a) $2.00 plus (b) the product of (x) $0.455 divided by 90, multiplied by (y) the number of days from, but excluding, the last day of the calendar quarter with respect to which the General Partner has declared a quarterly cash distribution to the holders of GPP Common Units of no less than $0.455 per GPP Common Unit with a record date prior to the date of the closing of the Merger (the Closing Date), to, but excluding, the Closing Date, computed on the basis of a 360-day year comprised of twelve 30-day months and the actual number of days for any period less than a calendar month, and rounded to the nearest whole cent, without interest (the Cash Consideration and, together with the Stock Consideration, the Merger Consideration). In addition, at the Effective Time, each of the outstanding awards relating to a GPP Common Unit issued under a Partnership Long-Term Incentive Plan (as defined in the Merger Agreement) will become fully vested and will be automatically canceled and converted into the right to receive, with respect to each GPP Common Unit subject thereto, the Merger Consideration (plus any accrued but unpaid amounts in relation to distribution equivalent rights). Except for the incentive distribution rights representing limited partner interests in GPP, which will be automatically canceled immediately prior to the Effective Time for no consideration in accordance with the First Amended and Restated Agreement of Limited Partnership of GPP, dated as of July 1, 2015 (as amended, the Partnership Agreement), the limited partner interests in GPP owned by GPRE, the General Partner and their respective affiliates prior to the Effective Time will remain outstanding as limited partner interests in the surviving entity. The economic general partner interest in GPP will remain outstanding as a general partner interest in the surviving entity immediately following the Effective Time, and the General Partner will continue as the sole general partner of the surviving entity. No fractional shares of GPRE Common Stock will be issued in the Merger; instead, all fractional shares of GPRE Common Stock to which a GPP Unaffiliated Unitholder otherwise would have been entitled will be aggregated and the resulting fraction will be rounded up to the nearest whole share of GPRE Common Stock.
The closing of the Merger will take place on the second business day after the satisfaction or waiver of the conditions set forth in the Merger Agreement (other than conditions that by their nature are to be satisfied at the Closing, but subject to the satisfaction or waiver of those conditions), or at such other place and at such later date and time as GPRE and GPP may agree. The Merger will become effective at such time as the certificate of merger effecting the Merger (the Certificate of Merger) has been duly filed with the Secretary of State of the State of Delaware or at such later date or time as may be agreed by GPRE and GPP in writing and specified in the Certificate of Merger. On September 15, 2023, the board of directors of GPRE (the GPRE Board), by unanimous vote (i) determined that the Merger Agreement and the transactions contemplated thereby, including the Merger and the issuance of GPRE Common Stock as part of the Merger Consideration (the GPRE Stock Issuance), are in the best interests of GPRE and its shareholders and (ii) approved and authorized the execution and delivery of the Merger
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Agreement and that certain Support Agreement, dated as of September 16, 2023, by and among GPP, GPRE and certain holders of GPP Common Units (such holders and GPRE, collectively, the Support Parties) (the Support Agreement and, together with the Merger Agreement, the Transaction Documents) and the consummation of the transactions contemplated thereby, including the Merger and the GPRE Stock Issuance, on the terms and subject to the conditions set forth in the Transaction Documents.
On September 16, 2023, the conflicts committee (the Conflicts Committee) of the board of directors of the General Partner (the GP Board), by unanimous vote, in good faith, (i) determined that the Merger Agreement and the transactions contemplated thereby, including the Merger, are in the best interests of GPP, including the GPP Unaffiliated Unitholders, (ii) approved the Transaction Documents and the transactions contemplated thereby, including the Merger, on the terms and subject to the conditions set forth in the Transaction Documents (the foregoing constituting Special Approval as defined in the Partnership Agreement) and (iii) recommended to the GP Board the approval by the GP Board of the Transaction Documents and the execution, delivery and performance of the Transaction Documents and the transactions contemplated thereby, including the Merger.
On September 16, 2023, following receipt of the recommendation of the Conflicts Committee, the GP Board (acting, in part, based upon the recommendation of the Conflicts Committee), by unanimous vote, in good faith, (i) determined that the Merger Agreement and the transactions contemplated thereby, including the Merger, are in the best interests of GPP, including the GPP Unaffiliated Unitholders, (ii) approved the Transaction Documents and the transactions contemplated thereby, including the Merger, (iii) authorized the execution and delivery of the Transaction Documents and the consummation of the transactions contemplated thereby, including the Merger, on the terms and subject to the conditions set forth in the Transaction Documents and (iv) directed that the Merger Agreement and the Merger be submitted to a vote of the limited partners of GPP (the GPP Limited Partners) for approval pursuant to Section 14.3 of the Partnership Agreement and authorized the GPP Limited Partners to act by written consent pursuant to Section 13.11 of the Partnership Agreement.
Pursuant to the Partnership Agreement, the approval of the Merger Agreement and the Merger by GPP requires the affirmative vote or written consent of the holders of a majority of the outstanding GPP Common Units (the Required Limited Partner Written Consent). Under the Support Agreement, each Support Party has irrevocably and unconditionally agreed to deliver a written consent, covering all of the GPP Common Units beneficially owned by such Support Party, approving the Merger Agreement and the transactions contemplated thereby, including the Merger, and any other matters necessary for the consummation of the transactions contemplated by the Merger Agreement (the Written Consent), as promptly as practicable after the effectiveness of the Consent Solicitation Statement/Prospectus (as defined below). As of September 16, 2023, the Support Parties collectively beneficially owned 11,661,429 GPP Common Units, representing approximately 50.1% of the outstanding GPP Common Units. Accordingly, the delivery of the Written Consent will be sufficient to approve the Merger Agreement and the transactions contemplated thereby, including the Merger, on behalf of the GPP Limited Partners.
Concurrently with the filing of this Transaction Statement, GPRE is filing with the SEC a Registration Statement on Form S-4, which includes a consent solicitation statement/prospectus (the Consent Solicitation Statement/Prospectus) in connection with the Merger Agreement and the transactions contemplated thereby, including the Merger. A copy of the Consent Solicitation Statement/Prospectus is attached hereto as Exhibit (a)(1). A copy of the Merger Agreement is attached as Annex A to the Consent Solicitation Statement/Prospectus. A copy of the Support Agreement is attached as Annex B to the Consent Solicitation Statement/Prospectus. All references in this Transaction Statement to Items numbered 1001 to 1016 are references to Items contained in Regulation M-A under the Exchange Act.
Pursuant to General Instruction F to Schedule 13E-3, the information contained in the Consent Solicitation Statement/Prospectus, including all annexes thereto, is incorporated herein by reference in its entirety and responses to each item herein are qualified in their entirety by the information contained in the Consent Solicitation Statement/Prospectus and the annexes thereto. The cross-references below are being supplied pursuant to General Instruction G to Schedule 13E-3 and show the location in the Consent Solicitation Statement/Prospectus of the information required to be included in response to the items of Schedule 13E-3. As of the date hereof, the Consent Solicitation Statement is in preliminary form and is subject to completion or amendment. Terms used but not defined in this Transaction Statement have the meanings given to them in the Consent Solicitation Statement/Prospectus.
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All information concerning GPP contained in, or incorporated by reference into, this Transaction Statement was supplied by GPP. Similarly, all information concerning any other filing person contained in, or incorporated by reference into, this Transaction Statement was supplied by such filing person.
| ITEM 1. |
SUMMARY TERM SHEET | |
| Regulation M-A Item 1001 | ||
| The information set forth in the Consent Solicitation Statement/Prospectus under the following captions is incorporated herein by reference: | ||
| Summary Term Sheet | ||
| Questions and Answers | ||
| ITEM 2. |
SUBJECT COMPANY INFORMATION | |
| Regulation M-A Item 1002 | ||
| (a) | Name and Address. The information set forth in the Consent Solicitation Statement/Prospectus under the following captions is incorporated herein by reference: | |
| Summary Term SheetInformation about the Companies | ||
| Information about the Companies | ||
| (b) | Securities. The information set forth in the Consent Solicitation Statement/Prospectus under the following captions is incorporated herein by reference: | |
| Comparative Market Prices and Cash Dividend/Distribution Information | ||
| Special FactorsInterests of Certain Persons in the Merger | ||
| (c) | Trading Market and Price. The information set forth in the Consent Solicitation Statement/Prospectus under the following caption is incorporated herein by reference: | |
| Comparative Market Prices and Cash Dividend/Distribution Information | ||
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| (c) | Business and Background of Natural Persons. The information set forth in the Consent Solicitation Statement/Prospectus under the following captions is incorporated herein by reference: | |
| Business and Background of Natural Persons | ||
| Where You Can Find More Information | ||
| ITEM 4. | TERMS OF THE TRANSACTION | |
| Regulation M-A Item 1004 | ||
| (a) | Material Terms. The information set forth in the Consent Solicitation Statement/Prospectus under the following captions is incorporated herein by reference: | |
| Summary Term Sheet | ||
| Questions and Answers | ||
| Written Consents of GPP Limited Partners | ||
| Special FactorsGeneral | ||
| Special FactorsEffects of the Merger | ||
| Special FactorsBackground of the Merger | ||
| Special FactorsResolution of Conflicts of Interest; Standards of Conduct and Modification of Duties | ||
| Special FactorsGPRE Parties Position as to the Fairness of the Merger | ||
| Special FactorsPurpose and Reasons of the GPRE Parties for the Merger | ||
| Special FactorsApproval of the Conflicts Committee and the GP Board and the Reasons for their Approvals | ||
| Special FactorsPrimary Benefits and Detriments of the Merger | ||
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| Special FactorsInterests of Certain Persons in the Merger | ||
| Special FactorsNo Appraisal Rights | ||
| Special FactorsListing of the GPRE Common Stock to be Issued in the Merger; Delisting and Deregistration of the GPP Common Units | ||
| Special FactorsAccounting Treatment | ||
| The Merger Agreement | ||
| The Support Agreement | ||
| Comparison of Rights of GPRE Shareholders and GPP Unitholders | ||
| Material U.S. Federal Income Tax Consequences | ||
| Annex A: The Merger Agreement | ||
| Annex B: The Support Agreement | ||
| (c) | Different Terms. The information set forth in the Consent Solicitation Statement/Prospectus under the following captions is incorporated herein by reference: | |
| Summary Term Sheet | ||
| Questions and Answers | ||
| Special FactorsGeneral | ||
| Special FactorsInterests of Certain Persons in the Merger | ||
| Special FactorsNo Appraisal Rights | ||
| Special FactorsProvisions for GPP Unaffiliated Unitholders | ||
| The Merger Agreement | ||
| Annex A: The Merger Agreement | ||
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| (d) | Appraisal Rights. The information set forth in the Consent Solicitation Statement/Prospectus under the following captions is incorporated herein by reference: | |
| Summary Term SheetNo Appraisal Rights | ||
| Questions and Answers | ||
| Special FactorsNo Appraisal Rights | ||
| (e) | Provisions for Unaffiliated Security Holders. The information set forth in the Consent Solicitation Statement/Prospectus under the following caption is incorporated herein by reference: | |
| Special FactorsProvisions for GPP Unaffiliated Unitholders | ||
| (f) | Eligibility for Listing or Trading. The information set forth in the Consent Solicitation Statement/Prospectus under the following captions is incorporated herein by reference: | |
| Summary Term SheetListing of the GPRE Common Stock to be Issued in the Merger; Delisting and Deregistration of the GPP Common Units | ||
| Special FactorsListing of the GPRE Common Stock to be Issued in the Merger; Delisting and Deregistration of the GPP Common Units | ||
| The Merger AgreementNasdaq Listing, Delisting and Deregistration | ||
| ITEM 5. | PAST CONTACTS, TRANSACTIONS, NEGOTIATIONS AND AGREEMENTS | |
| Regulation M-A Item 1005 | ||
| (a) | Transactions. The information set forth in the Consent Solicitation Statement/Prospectus under the following captions is incorporated herein by reference: | |
| Summary Term Sheet | ||
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| Information about the Companies | ||
| Special FactorsInterests of Certain Persons in the Merger | ||
| Past Contacts, Transactions, Negotiations and Agreements | ||
| Where You Can Find More Information | ||
| (b) through (c) | Significant Corporate Events; Negotiations or Contacts. The information set forth in the Consent Solicitation Statement/Prospectus under the following captions is incorporated herein by reference: | |
| Summary Term Sheet | ||
| Special FactorsGeneral | ||
| Special FactorsBackground of the Merger | ||
| Special FactorsGPRE Parties Position as to the Fairness of the Merger | ||
| Special FactorsPurpose and Reasons of the GPRE Parties for the Merger | ||
| Special FactorsApproval of the Conflicts Committee and the GP Board and the Reasons for their Approvals | ||
| Special FactorsInterests of Certain Persons in the Merger | ||
| Special FactorsFinancing of the Merger | ||
| The Merger Agreement | ||
| The Support Agreement | ||
| Past Contacts, Transactions, Negotiations and Agreements | ||
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| Annex A: The Merger Agreement | ||
| Annex B: The Support Agreement | ||
| (e) | Agreements Involving the Subject Companys Securities. The information set forth in the Consent Solicitation Statement/Prospectus under the following captions is incorporated herein by reference: | |
| Summary Term Sheet | ||
| Questions and Answers | ||
| Special FactorsEffects of the Merger | ||
| Special FactorsInterests of Certain Persons in the Merger | ||
| The Merger Agreement | ||
| The Support Agreement | ||
| Comparative Market Prices and Cash Dividend/Distribution Information | ||
| Where You Can Find More Information | ||
| Annex A: The Merger Agreement | ||
| Annex B: The Support Agreement | ||
| ITEM 6. | PURPOSES OF THE TRANSACTION AND PLANS OR PROPOSALS. | |
| Regulation M-A Item 1006 | ||
| (b) | Use of Securities Acquired. The information set forth in the Consent Solicitation Statement/Prospectus under the following captions is incorporated herein by reference: | |
| Summary Term Sheet | ||
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| Questions and Answers | ||
| Special FactorsGeneral | ||
| Special FactorsEffects of the Merger | ||
| Special FactorsPurpose and Reasons of the GPRE Parties for the Merger | ||
| Special FactorsPrimary Benefits and Detriments of the Merger | ||
| Special FactorsInterests of Certain Persons in the Merger | ||
| Special FactorsFinancing of the Merger | ||
| Special FactorsListing of the GPRE Common Stock to be Issued in the Merger; Delisting and Deregistration of the GPP Common Units | ||
| The Merger Agreement | ||
| The Support Agreement | ||
| Annex A: The Merger Agreement | ||
| Annex B: The Support Agreement | ||
| (c)(1) through (8) | Plans. The information set forth in the Consent Solicitation Statement/Prospectus under the following captions is incorporated herein by reference: | |
| Summary Term Sheet | ||
| Questions and Answers | ||
| Comparative Market Prices and Cash Dividend/Distribution Information | ||
| Written Consents of GPP Limited Partners | ||
| Special FactorsEffects of the Merger | ||
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| Special FactorsBackground of the Merger | ||
| Special FactorsGPRE Parties Position as to the Fairness of the Merger | ||
| Special FactorsPurpose and Reasons of the GPRE Parties for the Merger | ||
| Special FactorsApproval of the Conflicts Committee and the GP Board and the Reasons for their Approvals | ||
| Special FactorsPrimary Benefits and Detriments of the Merger | ||
| Special FactorsInterests of Certain Persons in the Merger | ||
| Special FactorsFinancing of the Merger | ||
| Special FactorsListing of the GPRE Common Stock to be Issued in the Merger; Delisting and Deregistration of the GPP Common Units | ||
| The Merger Agreement | ||
| The Support Agreement | ||
| Annex A: The Merger Agreement | ||
| Annex B: The Support Agreement | ||
| ITEM 7. | PURPOSES, ALTERNATIVES, REASONS AND EFFECTS | |
| Regulation M-A Item 1013 | ||
| (a) | Purposes. The information set forth in the Consent Solicitation Statement/Prospectus under the following captions is incorporated herein by reference: | |
| Summary Term Sheet | ||
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| Questions and Answers | ||
| Special FactorsEffects of the Merger | ||
| Special FactorsBackground of the Merger | ||
| Special FactorsGPRE Parties Position as to the Fairness of the Merger | ||
| Special FactorsPurpose and Reasons of the GPRE Parties for the Merger | ||
| Special FactorsApproval of the Conflicts Committee and the GP Board and the Reasons for their Approvals | ||
| Special FactorsPrimary Benefits and Detriments of the Merger | ||
| Special FactorsInterests of Certain Persons in the Merger | ||
| (b) | Alternatives. The information set forth in the Consent Solicitation Statement/Prospectus under the following captions is incorporated herein by reference: | |
| Summary Term Sheet | ||
| Special FactorsBackground of the Merger | ||
| Special FactorsGPRE Parties Position as to the Fairness of the Merger | ||
| Special FactorsPurpose and Reasons of the GPRE Parties for the Merger | ||
| Special FactorsApproval of the Conflicts Committee and the GP Board and the Reasons for their Approval | ||
| Special FactorsPrimary Benefits and Detriments of the Merger | ||
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| Special FactorsFinancial Advisor Discussion Materials Provided to GPRE | ||
| Special FactorsOpinion of Evercore Financial Advisor to the Conflicts Committee | ||
| Annex C: Opinion of Evercore Group L.L.C. | ||
| (c) | Reasons. The information set forth in the Consent Solicitation Statement/Prospectus under the following captions is incorporated herein by reference: | |
| Summary Term Sheet | ||
| Questions and Answers | ||
| Special FactorsEffects of the Merger | ||
| Special FactorsBackground of the Merger | ||
| Special FactorsGPRE Parties Position as to the Fairness of the Merger | ||
| Special FactorsPurpose and Reasons of the GPRE Parties for the Merger | ||
| Special FactorsApproval of the Conflicts Committee and the GP Board and the Reasons for their Approval | ||
| Special FactorsPrimary Benefits and Detriments of the Merger | ||
| Special FactorsFinancial Advisor Discussion Materials Provided to GPRE | ||
| Special FactorsOpinion of Evercore Financial Advisor to the Conflicts Committee | ||
| Special FactorsInterests of Certain Persons in the Merger | ||
| Annex C: Opinion of Evercore Group L.L.C. | ||
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| (d) | Effects. The information set forth in the Consent Solicitation Statement/Prospectus under the following captions is incorporated herein by reference: | |
| Summary Term Sheet | ||
| Questions and Answers | ||
| Special FactorsEffects of the Merger | ||
| Special FactorsBackground of the Merger | ||
| Special FactorsGPRE Parties Position as to the Fairness of the Merger | ||
| Special FactorsPurpose and Reasons of the GPRE Parties for the Merger | ||
| Special FactorsApproval of the Conflicts Committee and the GP Board and the Reasons for their Approvals | ||
| Special FactorsPrimary Benefits and Detriments of the Merger | ||
| Special FactorsInterests of Certain Persons in the Merger | ||
| Special FactorsFinancing of the Merger | ||
| Special FactorsListing of the GPRE Common Stock to be Issued in the Merger; Delisting and Deregistration of the GPP Common Units | ||
| The Merger Agreement | ||
| Material U.S. Federal Income Tax Consequences | ||
| Annex A: The Merger Agreement | ||
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| ITEM 8. | FAIRNESS OF THE TRANSACTION | |
| Regulation M-A Item 1014 | ||
| (a) through (b) | Fairness; Factors Considered in Determining Fairness. BofA Securities, Inc. (BofA Securities) was not requested to, and it did not, provide to GPRE or any other person any (i) opinion (whether as to the fairness of any consideration, including, without limitation, the Merger Consideration, or otherwise), (ii) valuation of GPP for the purpose of assessing the fairness of the Merger Consideration to any person, or (iii) recommendation as to how to vote or act on any matters relating to the proposed Merger or otherwise. BofA Securities discussion materials dated April 27, 2023, September 5, 2023 and September 15, 2023 should not be construed as creating any fiduciary duty on the part of BofA Securities to GPRE or any other person and such materials are not intended to be, and do not constitute, a recommendation to GPRE or any person in respect of the Merger, including as to how any GPP Unitholder should act or vote in respect of the Merger. | |
| The information set forth in the Consent Solicitation Statement/Prospectus under the following captions is incorporated herein by reference: | ||
| Summary Term Sheet | ||
| Special FactorsBackground of the Merger | ||
| Special FactorsGPRE Parties Position as to the Fairness of the Merger | ||
| Special FactorsPurpose and Reasons of the GPRE Parties for the Merger | ||
| Special FactorsApproval of the Conflicts Committee and the GP Board and the Reasons for their Approvals | ||
| Special FactorsPrimary Benefits and Detriments of the Merger | ||
| Special FactorsFinancial Advisor Discussion Materials Provided to GPRE | ||
| Special FactorsOpinion of Evercore Financial Advisor to the Conflicts Committee | ||
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| Special FactorsInterests of Certain Persons in the Merger | ||
| Annex C: Opinion of Evercore Group L.L.C. | ||
| (c) | Approval of Security Holders. The information set forth in the Consent Solicitation Statement/Prospectus under the following captions is incorporated herein by reference: | |
| Summary Term SheetGPP Limited Partner Interests Entitled to Consent and Consent Required | ||
| Questions and Answers | ||
| Written Consents of GPP Limited Partners | ||
| Special FactorsPurpose and Reasons of the GPRE Parties for the Merger | ||
| Special FactorsApproval of the Conflicts Committee and the GP Board and the Reasons for their Approvals | ||
| (d) | Unaffiliated Representative. The information set forth in the Consent Solicitation Statement/Prospectus under the following captions is incorporated herein by reference: | |
| Summary Term Sheet | ||
| Special FactorsEffects of the Merger | ||
| Special FactorsBackground of the Merger | ||
| Special FactorsApproval of the Conflicts Committee and the GP Board and the Reasons for their Approvals | ||
| Special FactorsOpinion of Evercore Financial Advisor to the Conflicts Committee | ||
| Special FactorsInterests of Certain Persons in the Merger | ||
| The Merger Agreement | ||
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| Special FactorsEffects of the Merger | ||
| Special FactorsBackground of the Merger | ||
| Special FactorsGPRE Parties Position as to the Fairness of the Merger | ||
| Special FactorsPurpose and Reasons of the GPRE Parties for the Merger | ||
| Special FactorsApproval of the Conflicts Committee and the GP Board and the Reasons for their Approvals | ||
| Special FactorsOpinion of Evercore Financial Advisor to the Conflicts Committee | ||
| Special FactorsFees and Expenses | ||
| Special FactorsFinancial Advisor Discussion Materials Provided to GPRE | ||
| Where You Can Find More Information | ||
| Annex C: Opinion of Evercore Group L.L.C. | ||
| The written opinion of Evercore Group L.L.C. is attached to the Consent Solicitation Statement/Prospectus as Annex C and is incorporated herein by reference. | ||
| (c) | Availability of Documents. The reports, opinions or appraisals referenced in this Item 9 are filed herewith and will be made available for inspection and copying at the principal executive offices of GPP during its regular business hours by any interested equity security holder of GPP Common Units or by any representative who has been so designated in writing. | |
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| The Support Agreement | ||
| Annex B: The Support Agreement | ||
| (e) | Recommendations of Others. The information set forth in the Consent Solicitation Statement/Prospectus under the following captions is incorporated herein by reference: | |
| Summary Term Sheet | ||
| Questions and Answers | ||
| Special FactorsGPRE Parties Position as to the Fairness of the Merger | ||
| Special FactorsPurpose and Reasons of the GPRE Parties for the Merger | ||
| Special FactorsApproval of the Conflicts Committee and the GP Board and the Reasons for their Approvals | ||
| ITEM 13. | FINANCIAL INFORMATION | |
| Regulation M-A Item 1010 | ||
| (a) | Financial Statements. The information set forth in the Consent Solicitation Statement/Prospectus under the following captions is incorporated herein by reference: | |
| Selected Historical Financial Information of GPRE | ||
| Selected Historical Financial Information of GPP | ||
| Special FactorsEffects of the Merger | ||
| Where You Can Find More Information | ||
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| Special FactorsPurpose and Reasons of the GPRE Parties for the Merger | ||
| Special FactorsApproval of the Conflicts Committee and the GP Board and the Reasons for their Approvals | ||
| Special FactorsUnaudited Financial Projections of GPRE and GPP | ||
| Special FactorsInterests of Certain Persons in the Merger | ||
| Special FactorsFees and Expenses | ||
| Special FactorsFinancial Advisor Discussion Materials Provided to GPRE | ||
| ITEM 15. | ADDITIONAL INFORMATION | |
| Regulation M-A Item 1011 | ||
| (b) | Golden Parachute Compensation. The information set forth in the Consent Solicitation Statement/Prospectus under the following caption is incorporated herein by reference. | |
| Special FactorsInterests of Certain Persons in the Merger Golden Parachute Compensation | ||
| (c) | Other Material Information. The information set forth in the Consent Solicitation Statement/Prospectus, including all annexes thereto, is incorporated herein by reference. | |
| ITEM 16. | EXHIBITS |
Regulation M-A Item 1016
| Exhibit No. |
Description | |
| (a)(1) | The Consent Solicitation Statement/Prospectus of Green Plains Inc. (incorporated herein by reference to the Registration Statement on Form S-4 of Green Plains Inc. filed with the SEC concurrently with this Transaction Statement). | |
| (a)(2) | Form of Written Consent for Green Plains Partners LP Limited Partners (to be filed by amendment). | |
| (a)(3) | Letter to Unitholders (incorporated herein by reference to the Consent Solicitation Statement/Prospectus). | |
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SIGNATURES
After due inquiry and to the best of each of the undersigneds knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.
Dated as of October 16, 2023
| GREEN PLAINS INC. | ||
| By: | /s/ Todd Becker | |
| Name: | Todd Becker | |
| Title: | President & Chief Executive Officer | |
| GPLP HOLDINGS INC. | ||
| By: | /s/ Michelle Mapes | |
| Name: | Michelle Mapes | |
| Title: | Secretary | |
| GPLP MERGER SUB | ||
| By: | /s/ Michelle Mapes | |
| Name: | Michelle Mapes | |
| Title: | Secretary | |
| GREEN PLAINS PARTNERS LP | ||
| By: | Green Plains Holdings LLC | |
| its general partner | ||
| By: | /s/ Michelle Mapes | |
| Name: | Michelle Mapes | |
| Title: | Chief Legal & Administration Officer, Corporate Secretary | |
| GREEN PLAINS HOLDINGS LLC | ||
| By: | /s/ Michelle Mapes | |
| Name: | Michelle Mapes | |
| Title: | Chief Legal & Administration Officer, Corporate Secretary | |
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Project Kernel---Discussion Materials April 27, 2023 Discussion Materials Project Kernel Exhibit (c)(2)

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Table of Contents Presentation to Green Plains Inc. Discussion Materials 1. GPP Situation Overview7 2. Preliminary Take Private Analysis11 3. Process Overview15 4. Initial Proposal Considerations18 5. Flowback Considerations21

Introduction---Executive Summary MLP Market Backdrop MLPs across all sectors continue to struggle to attract new public investors and have experienced negative fund flows, resulting in very limited access to equity capital Small, low float MLPs have been more negatively impacted given lack of scale, trading liquidity and poor institutional interest Even in the context of solid underlying business fundamentals and reasonably high payout ratios, MLPs broadly have experienced increasingly high distribution yields. Consequently, several sponsors have opted to execute simplification transactions or take their partnerships private There have been 34 MLP take privates since the beginning of 2018, with 13(1) affiliated MLPs currently remaining, all likely to be bought in or restructured in the near term BofA believes a take private of GPP may be the best path forward for GPRE for the following key reasons: GPP is an expensive source of capital – With its 13.9% distribution yield, GPP no longer serves the MLP’s original purpose of providing a low cost source of capital GPP does not provide access to capital and likely will not in the future – There is no clear catalyst to restore access to MLP capital markets as investor sentiment has permanently shifted away from the MLP model. Additionally, GPP will struggle to attract MLP investors with its 30-day average daily trading value of $0.44MM(2) de minimis trading activity, and lack of research analyst coverage Opportunity to retain cash flows – GPP costs GPRE ~$20MM of cash flow per year through distributions to public unitholders plus public company costs, which could otherwise be reinvested into the business Opportunity to simplify structure – A take private allows GPRE to reduce management burden, simplify organizational structure, eliminate public company expenses and increase flexibility to execute desired strategy BofA recommends exploring option to simplify the corporate structure, retain full control and optimize free cash flow 1 MPLX PBFX DKL CQP WES HESM NBLX RTLR CNXM OMP Sources: RTLR Dist. Yield: file:///\\nrtxa002n01\Energy\D\Diamondback%20Energy\2021\08%20Take Private%20Discussion\XLS\Comps\Midstream_Comps_v08.06.21_v1.xlsx FANG Current annualized dividend ($1.8/share*181,053,648) https://www.bamsec.com/filing/153983821000111/2?cik=1539838&hl=828:1050&hl_id=vkqfx_rko FANG FCF ($578MM*4) https://www.bamsec.com/filing/153983821000111/2?cik=1539838&hl=717:827&hl_id=nyve2vcki RTLR Distribution to FANG ($43.166MM*2) https://www.bamsec.com/filing/174877321000040/1?cik=1748773&hl=21978:21986&hl_id=410jcwrjj RTLR Distribution to the public ($16.446MM*2) https://www.bamsec.com/filing/174877321000040/1?cik=1748773&hl=21935:21943&hl_id=4jsujdcji BofA Securities, Inc. (“BofA”) appreciates the opportunity to meet with Green Plains Inc. (“GPRE”) to discuss our views on a potential take private of Green Plains Partners LP (“GPP”) 1 Executive Summary Introduction Includes GPP, HEP, DKL, HESM, MPLX, WES, CQP, SUN, USAC, NEP, WLKP, UAN and VNOM. Per FactSet as of April 21, 2023.

Introduction---Executive Summary (Cont’d) Process Considerations If GPRE makes an offer to GPP, GPP will likely form a conflicts committee of independent directors which, with the advice of its financial and legal advisors, will negotiate the terms of the transaction on behalf of the unaffiliated unitholders Negotiations in precedent transactions have typically lasted from a few weeks to several months Unitholder consent will be required; however, since GPRE nearly controls a majority of the common units of GPP (0.2% needed), there is a high likelihood that the requisite approval will be obtained An initial proposal at a 0% premium to current trading levels would be consistent with recent precedent MLP buy-in proposals Subject to any unforeseen market or macro disruption and/or moves following announcement of an initial offer, precedent transactions would imply that the final negotiated premium would likely be in the low to high-teens range BofA recommends exploring option to simplify the corporate structure, retain full control and optimize free cash flow 2 1 Executive Summary (Cont’d) Introduction

Introduction---Overview 3 Overview GPP GPRE Simplifies corporate structure and governance and expands investment appeal to a broader range of corporate investors Increases cash flow retention by eliminating GPP distributions to public Reduces public company costs Increases debt capacity at GPRE Improves cost of capital at GPRE Near-term benefit from tax basis step-up Exchanges units for a more liquid security in the form of GPRE stock GPP unitholders able to participate in growth potential of GPRE 2.0 Unitholders may receive a premium; whereas sales in the open market will likely create downward pressure Efficient monetization of unitholders’ interests without being exposed to downside and suffering from poor trading liquidity Introduction A take private of GPP could be the best alternative for all stakeholders

Introduction---Transaction Overview 4 Introduction Transaction Overview Pro Forma ____________________ Source:GPRE and GPP FY2022 10Ks. Represents % ownership of common units outstanding, excluding GP ownership. Includes Throughput Fees and Minimum Volume Commitments illustrated in GPP model provided to BofA on March 22, 2023. Excludes unamortized debt issuance costs of $6.61MM. Delayed drawn loan bears interest at a fixed rate of 5.02%, plus an interest rate premium of 1.5% until the loan is fully drawn. At December 31, 2022, the loan interest rate was 5.02%. If GPP is unable to repay its outstanding Term Loan before July 20, 2023, GPP will incur a 3% penalty for payments prior to July 20, 2024 and a 1.5% penalty for payments prior to July 20, 2025. Transaction will require a unit majority vote defined as approval of a majority of the outstanding common units Status Quo(1) Green Plains Partners LP Outstanding Debt $59MM – 2026 Senior Secured TL(5) Total Debt: $59MM (Less): $20MM – Cash & Cash Equivalents Total Net Debt: $39MM Total Liquidity: $20MM GPRE Outstanding Debt (Ex. GPP Debt) (3) $230MM – 2.250% 2027 Convertible Notes $125MM – 11.750% 2026 Junior Mezzanine Notes $75MM – Delayed Draw Loan Agreement(4) $138MM – Short-term Notes Payable $15MM – Other Total Book Value of Debt: $582MM (Less): $6.6MM of Unamortized Debt Issuance Costs Total Debt: $576MM (Less): $480MM – Cash & Cash Equivalents (Ex. GPP Cash) Total Net Debt: $96MM Liquidity $235MM – Availability Under $250MM Revolver $17MM – Availability Under $40MM GPCM Hedge Line $480MM – Cash & Cash Equivalents (Ex. GPP Cash) Total Liquidity: $732MM Green Plains Holdings LLC (General Partner) Green Plains Inc. (NASDAQ: GPRE) 2.0% GP IDRs Green Plains Partners LP (NASDAQ: GPP) 48.8% LP Interest (11.6MM common units) ~$46MM of Revenue / y to GPP(2) Public Unitholders Operating Companies 49.2% LP Interest (11.7MM common units) $20MM Distributions $21MM Distributions 100% Ownership Interest 100% Ownership Interest Green Plains Holdings LLC (General Partner) Operating Companies 100% Ownership Interest 100% Ownership Interest 100% Ownership Interest GPP debt: https://www.bamsec.com/filing/163565023000009/1?cik=1635650&hl=281908:281914&hl_id=vybvdpelc Green Plains Inc. (NASDAQ: GPRE) Green Plains Partners LP 48.8% LP interest; 11,586,548 units: https://www.bamsec.com/filing/130940223000012/1?cik=1309402&hl=304307:304376&hl_id=e1sn9njrt 2.0% GP interest: https://www.bamsec.com/filing/130940223000012/1?cik=1309402&hl=270414:270472&hl_id=nj8d93kcp 49.1 public LP interest: https://www.bamsec.com/filing/130940223000012/1?cik=1309402&hl=270508:270558&hl_id=4yvkchjc6 23,246,822 total units outstanding : https://www.bamsec.com/filing/163565023000009/1?cik=1635650&hl=3520:3556&hl_id=4yqbs21r6 Implied 23.246 total – 11.587 = 11.660 units held by public GPRE debt: https://www.bamsec.com/filing/130940223000012/1?cik=1309402&table=70 100% Ownership Interest

Introduction---Exchange Ratio Analysis 5 ____________________ Source: Company disclosure and FactSet data as of April 21, 2023. $15 / unit IPO price on June 26, 2015. Based on respective premiums. As reported in FY2022 10K. (USD in millions, unless otherwise noted) Exchange Ratio Analysis Introduction (1)

Introduction 6 Introduction Overview of Key Considerations Requires evaluation of the merits and considerations of a public versus private approach to GPP Board Acquirers often prefer the public approach as it substantially increases the chances of two securities trading at a tight exchange ratio band; a public approach also ensures that negotiations stay on track. A private approach is often preferred if the two securities have traded at a consistent exchange ratio, and there is high conviction that a private negotiation will lead to a constructive outcome If a private approach is made, GPP’s Conflicts Committee may still elect to disclose the offer publicly Of the 10 most recent MLP take privates, 7 have used a public approach However, GPRE will be required to update its 13D which will signal a potential transaction to the market even without a formal public announcement – Thus a truly private approach may not be feasible in this situation Given the need to file an amended 13D, GPP may decide to issue a press release upon receipt of the offer Approach Dynamics Conflicts Committee Process Requires evaluation of the merits and considerations of negotiating a merger (substantially more common) or executing a tender offer Even with a tender offer, legal advisors will likely suggest seeking Conflicts Committee approval Execution Method Description Consideration If GPRE were to make an offer to the GPP board to purchase the GPP public units, GPP’s Board would form a Conflicts Committee to review the transaction on behalf of unaffiliated unitholders Conflicts Committee will hire independent financial and legal advisors Roll Out Plan The overall process timeline can range from 3-6 months depending on the execution strategy and length of negotiations with the Conflicts Committee Timeline Per the GPP partnership agreement, a take private can be consummated by a Unit Majority (i.e., a majority of the common units outstanding) The Conflicts Committee may try to negotiate for a “majority of the minority” vote, which would require the approval of a majority of common units by written consent held by unitholders unaffiliated with GPRE – such a requirement is extremely uncommon and GPRE should resist Effective communication of the merits of a transaction can be important to help shape the SIRE market reception Precedent transactions have used a variety of methods to present the transaction to the market including press releases, investor presentations and conference calls Voting Dynamics The following discusses how best to execute a take private of GPP Precedent Transactions While third-party M&A transactions typically require a control premium, affiliate take private transactions where a small minority exits the investment typically require lower premiums; since 2015 mean and median premiums of MLP take private transactions have been 13.4% and 11.2%, respectively

1. GPP Situation Overview 1. GPP Situation Overview

GPP Situation Overview---Capital Raising in the MLP Sector Continues to be Challenged 7 ___________ Source: Dealogic as of April 21, 2023. Excludes Unregistered Blocks and Converts. MLPs still have minimal access to third-party equity capital MLP Equity Issuance ($Bn) (1) GPP Situation Overview Capital Raising in the MLP Sector Continues to be Challenged

GPP Situation Overview---Many Sponsors Have Bought-In Their MLP Given the Challenging Environment 8 Parents have been reassessing the merits of maintaining an MLP with 51 MLP buy-ins since 2011, in part due to the market's current dislike of MLP governance and / or having two separate public companies MLP Buy-In Transactions Since 2011(1) (2) ____________________ Source: Dealogic and company disclosures. Note:Based on timing of announcement. No relevant transaction available for 2012. Buyer / (Seller/Target). Announced deals that have not yet closed. MLP Buy-In Failed Transactions GPP Situation Overview Many Sponsors Have Bought-In Their MLP Given the Challenging Environment (2) (2) (2)

GPP Situation Overview---Peer Benchmarking 9 Peer Benchmarking GPP Situation Overview Current Distribution Yield LP DCF Yield 2023E EV / 2023E EBITDA Coverage 2023E ____________________ Source:Company filings and Factset as of April 21, 2023. Note: Small-Cap MLPs include: MMLP, USDP, and SNMP; Large Cap MLPs include: ET, EPD, MPLX and PAA; Refined Products & Crude MLPs include: MMP, NS, GEL, NGL, HEP, DKL, USDP, and MMLP; Gathering & Processing MLPs include WES, DCP, HESM, CEQP, SMLP, SNMP; Wholesale Distribution MLPs include: SUN, GLP, and CAPL. Note:MLP peer bars reflect averages unless noted otherwise. (1)Represents median multiple rather than average. (1) (1)

GPP Situation Overview---Total Return Since GPP IPO 10 Total Return Since GPP IPO GPP Situation Overview ____________________ Source:Company filings and Factset as of April 21, 2023. Note: Small-Cap MLPs include: MMLP, USDP, and SNMP; Large Cap MLPs include: ET, EPD, MPLX and PAA; Refined Products & Crude MLPs include: MMP, NS, GEL, NGL, HEP, DKL, and MMLP; Gathering & Processing MLPs include WES, DCP, HESM, CEQP, SMLP, SNMP; Wholesale Distribution MLPs include: SUN, GLP, and CAPL. 4/21/2023

2. Preliminary Take Private Analysis 2. Preliminary Take Private Analysis

Preliminary Take Private Analysis---Standalone GPP Financial Projections | Management 11 Total Distributable Cash Flow(1) LP Distribution Per Unit & Coverage EBITDA Leverage (Debt / EBITDA) (US$ in millions, except per unit data and where noted) Projections based on Management estimates provided on March 22, 2023 Total Debt $MM: Standalone GPP Financial Projections | Management Preliminary Take Private Analysis .97x Coverage .96x .97x .97x .96x ____________________ Source: Projections per GPP financial model received on March 22, 2023. Represents total distributable cash flow before GP distributions. $59 $59 $59 $59 $59 Storage MVC Blendstar Logistics Trucking Corporate NLR

Preliminary Take Private Analysis---Standalone GPRE Financial Projections | Management 12 Free Cash Flow(1) Earnings Per Share Adjusted EBITDA Leverage (Debt / EBITDA) (US$ in millions, except per unit data and where noted) Projections based on preliminary Management estimates provided on March 23, 2023 Total Debt $MM: $650 $648 $647 $461 $105 Standalone GPRE Financial Projections | Management Preliminary Take Private Analysis ____________________ Source: Projections per GPRE financial model received on March 23, 2023. Calculated as CFFO – Capex. Turnkey JVs Fuel Ethanol CST Ultra-High Protein Corn Oil Inc. Corn Oil (UHP) Minority Interest Inc. Corn Oil (DCO) Corporate Other Carbon Pipeline ’23E – ’27E CAGR – 34.8% Cap. Utilization / Production Vol (MMGY): 90% / 945 90% / 945 90% / 945 90% / 945 90% / 945

Preliminary Take Private Analysis---Analysis at Various Premiums 13 Analysis at Various Premiums ____________________ Source: Company filings, Wall Street research and FactSet as of April 21, 2023. Includes the value of IDRs illustratively calculated using GPP’s LQA distribution yield applied to LQA GP distribution. Assumes 100% equity consideration. Preliminary Take Private Analysis ($ in millions, except per share / unit data)

Preliminary Take Private Analysis---Illustrative Transaction Analysis 14 Transaction Assumptions Pro Forma Sensitivity Analysis ($ in MM) GPRE issues equity in order to purchase outstanding GPP units that are publicly traded Assumes a 0% - 20% premium to the GPP unit price of $13.10 as of April 21, 2023 Existing debt balances as of December 31, 2022 Assumes GPP Senior Secured Term Loan is assumed by GPRE given potential inability to repay until mid-year 2023 and associated premiums for early prepayment across following two years Assumes $0 - $6MM of illustrative annual synergies in combination of GPRE and GPP Assumes synergies are tax adjusted at an effective tax rate of 21% Assumes transaction closes on January 1, 2024 for illustrative purposes ____________________ Source: Company disclosures, FactSet as of April 21, 2023 and GPRE / GPP company models provided to BofA. Preliminary Take Private Analysis Illustrative Transaction Analysis

3. Process Overview 3. Process Overview

Process Overview---Illustrative GPP Buy-in Process Overview (Public or Private Approach) 15 Process Overview Illustrative GPP Buy-in Process Overview (Public or Private Approach) Initial Phase GPRE, together with its advisors, evaluate the merits of potential GPP buy-in transaction GPRE and its advisors formulate and present buy-in proposals and summary evaluation materials Upon GPRE Board approval, GPRE submits buy-in proposal to the GPP Conflicts Committee, which the GPP Board authorizes to review, evaluate and negotiate the proposed transaction on behalf of unaffiliated unitholders GPRE may choose to make a public approach; if private, GPP may choose to publicly disclose the initial buy-in proposal GPP Conflicts Committee determines whether the proposal merits formal review and engages an independent advisor The Conflicts Committee’s advisor reviews background to transaction, strategic alternatives and management forecasts and prepares preliminary evaluation materials Negotiations GPRE and GPP Conflicts Committee negotiate the terms and conditions of the potential buy-in transaction GPP Conflicts Committee may seek a revised offer price and/or negotiate the terms and conditions of the proposal Execution GPP Conflicts Committee recommends revised proposal (if consistent with the exercise of their fiduciary duties) and GPP and GPRE approve the definitive agreement Joint press release announcing agreement of buy-in transaction Parties draft registration / proxy statement and file with the SEC Once declared effective, GPP schedules a unitholder meeting to approve the transaction and GPRE schedules a special meeting of the shareholders to vote on the transaction if the transaction requires GPRE to issue more than 20% of its outstanding shares as consideration(1) Approval requires the affirmative vote of a Unit Majority of all outstanding LP units, voting as a single class, including units owned by GPRE and its affiliates General Partner interest is economic only and does not carry voting rights A GPRE vote will be required if 20% or more of the company’s common stock is issued, approval requires a vote of a majority of the shareholders(1) Transaction closing upon GPP unitholder and regulatory approval Below is an illustrative buy-in transaction process involving GPRE and the Conflicts Committee of GPP. Every Conflicts Committee process is unique based on the circumstances and the Conflicts Committee may determine it is not in the best interests of GPP to move forward with any transaction ____________________ Source: Subject to legal counsel review. (1)Transaction not expected to require GPRE to issue more than 20% of its outstanding shares as consideration.

Initial Approach Considerations 16 Description Publicly disclose initial offer before engaging with the Conflicts Committee Solicit support from public unitholders Negotiate terms of GPP buy-in privately with Conflicts Committee Make joint public announcement if and when agreement is reached Benefits May result in faster overall process Public market / unitholder reaction may facilitate price discovery Obtain Conflicts Committee support for a deal in advance of public announcement Absent a leak, no unit-price reaction until deal announced Not public if agreement not reached Considerations MLP unit price and parent share price may “over-react” to announcement Potential deal failure would be public if agreement cannot be reached Inability to withdraw or lower offer privately if markets deteriorate May result in slower overall process No market “view point” on deal value Obligation of GPRE to file updated 13D reduces ability to keep truly “private” Public Private Initial Approach Considerations Process Overview

Process Overview---Illustrative GPRE and GPP Calendar of Events (if Take Private is Management and Board Approved) 17 Illustrative GPRE and GPP Calendar of Events (if Take Private is Management and Board Approved) Illustrative Dates Expected Earnings Release NYSE Market Holiday (1) ____________________ (1)Required SEC filings and proxy materials to be confirmed based on final structure and terms of transaction. Process Overview

4. Initial Proposal Considerations 4. Initial Proposal Considerations

Initial Proposal Considerations---Exchange Ratio Analysis 18 ____________________ Source: FactSet as of April 21, 2023. GPP / GPRE Unit / Share Price Performance (Last Two Years) GPP / GPRE Exchange Ratio (Last Two Years) 15% Premium 0% Premium 10% Premium Exchange Ratio Analysis 5% Premium 20% Premium Initial Proposal Considerations

Premiums Paid in Selected Precedent MLP Buy-ins – 100% Stock Transactions 19 ____________________ Source:Company filings. Deal size calculated as equity purchase price of publicly-held units. Values listed in millions. Premium / (Discount) calculated as total consideration paid per unit relative to the price or VWAP for the Target on the unaffected date. Unaffected date is the date of the last full trading period immediately prior to the public announcement of a definitive agreement for privately negotiated transactions and the full trading period immediately prior to the initial public offer for publicly negotiated transactions. Premiums Paid in Selected Precedent MLP Buy-ins – 100% Stock Transactions ____________________ Based on the initial proposal from Sprague Resources Holdings LLC. The proposal was withdrawn on June 4, 2020. Transaction not included in medians. Initial Proposal Considerations Publicly Negotiated

Initial Proposal Considerations---Summary of Selected Precedent Transactions 20 ____________________ Source:Company disclosure and FactSet. Deal size calculated as equity value of incremental acquired stake. Initial offer premium calculated as value of initial offer price divided by unit price from the unaffected date – 1. Definitive agreement premium calculated as value of agreed upon consideration divided by unit price from the unaffected date – 1. Calculated as (final agreed upon exchange ratio / initial proposed exchange ratio) – 1. Summary of Selected Precedent Transactions Initial Proposal Considerations

5. Flowback Considerations 5. Flowback Considerations

Flowback Considerations---Flowback Considerations for GPRE 21 Our analysis suggests that, if GPRE were to make a share-based buy-in offer for GPP, we expect flowback to be modest as there is not much shareholder overlap between the two companies The flowback may be from index and active funds with MLP, Midstream and / or infrastructure based mandates Some of these institutions may still be able to hold GPRE stock in other energy sector funds Long only funds will be strategic when exiting and won’t “flood the market” The targeting of incremental buyers will be pivotal to building a long term supportive shareholder base should existing GPP shareholders choose to sell, and demand could be absorbed to an extent by: Existing GPRE shareholders, especially those underweight GPRE vs. peers / S&P 600 Holders of both GPRE and GPP with conviction in the pro forma equity story Merger Arbitrage Investors Selling typically begins immediately following an announcement Active funds that cannot own securities outside of MLP / midstream / infrastructure mandates tend to have more discretion on timing of sales; these investors will make sales before and after the closing of a transaction Merger arbitrage investors will be active upon announcement and typically can represent c.15-20% of a target’s issued share capital Selling pressure is typically concentrated immediately post-announcement and around completion of the transaction Key Takeaways for GPRE Flowback Considerations for GPRE Flowback Considerations

Flowback Considerations---Shareholder Crossover – GPRE & GPP 22 Flowback Considerations GPP Top 20 Active Institutional Shareholders GPRE Top 20 Active Institutional Shareholders Holder of both GPRE and GPP ____________________ Source: Factset as of April 21, 2023 per most recent 13-F filings dated December 30, 2022. Excludes index funds and broker / dealers. While a portion of GPP’s top 20 active holders also have a position in GPRE, indicating they will likely retain a position in the pro forma company, these investors represent only ~1% of total U/O. None of GPRE’s top 20 holders have a top 20 holding in GPP, signaling the risk of active money to churn post-announcement, although these funds could well choose to retain their shares Shareholder Crossover – GPRE & GPP

Project Kernel---Potential Structuring Alternatives August 2023 Potential Structuring Alternatives Project Kernel DRAFT CONFIDENTIAL Exhibit (c)(3)

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Project Kernel---Potential Structuring Alternatives 1 ____________________ Source: Company Filings. Note: Dollars in millions except per unit amounts. Assumes publicly held GPP units of 11.660mm as of June 30, 2023. Assumes GPRE common stock outstanding of 59.528mm as of July 28, 2023. GPRE share price as of August 25, 2023. Potential Structuring Alternatives Project Kernel 0.45x - 0.47x Collar (Evercore Proposal) 0.44x - 0.48x Modified Collar @$13.00 Min. Value Description Exchange ratio of 0.45x to 0.47x to achieve a minimum value of $15.00 per GPP unit at the time of closing If 0.47x results in a value at close below $15.00 then the shortfall will be paid in cash If 0.47x results in a value at close greater than $15.00, GPP unitholders receive an exchange ratio of 0.45x Exchange ratio of 0.44x to 0.48x to achieve a minimum value of $13.00 per GPP unit at the time of closing If 0.48x results in a value at close below $13.00 then the shortfall will be paid in cash If 0.48x results in a value at close greater than $13.00, GPP unitholders receive an exchange ratio of 0.44x Total Value of Consideration Paid 0.46x Exchange Ratio Fixed exchange ratio offer of 0.46x with no cash or minimum value protections 0.345x Exchange Ratio + Cash Total value of 0.46x GPRE shares per GPP unit at the time of signing (0.345x exchange ratio plus $3.62 in cash) Aggregate cash consideration is limited to $50mm (3) (3) (3) (3)

Analysis at Various Prices 2 Analysis at Various Prices ____________________ Source: Bloomberg, FactSet. Market data as of August 25, 2023. Note: Dollars in millions except per unit amounts. Implied unit price calculated by applying respective exchange ratio to GPRE share price as of August 25, 2023. Based on 23.265mm common units outstanding as of July 28, 2023. Based on net debt of $41.55mm, assuming $57.1mm debt and $15.5mm cash as of June 30, 2023 Based on 11.660mm public units outstanding as of June 30, 2023. (1)

Project Kernel---Board of Directors Meeting September 15, 2023 Board of Directors Meeting Project Kernel DRAFT CONFIDENTIAL Exhibit (c)(4)

Notice to Recipient---Confidential “Bank of America” and “BofA Securities” are the marketing names used by the Global Banking and Global Markets divisions of Bank of America Corporation. Lending, other commercial banking activities, and trading in certain financial instruments are performed globally by banking affiliates of Bank of America Corporation, including Bank of America, N.A., Member FDIC. Trading in securities and financial instruments, and strategic advisory, and other investment banking activities, are performed globally by investment banking affiliates of Bank of America Corporation (“Investment Banking Affiliates”), including, in the United States, BofA Securities, Inc. and Merrill Lynch Professional Clearing Corp., both of which are registered broker-dealers and Members of SIPC, and, in other jurisdictions, by locally registered entities. 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If you are unsure who your contractual service provider is or will be please contact your usual contact. For Bank of America or BofA Securities entities in EMEA, please see additional information via the following link: https://www.bofaml.com/content/dam/boamlimages/documents/articles/ID20_1204/bofaml_entity_list.pdf Investment products offered by Investment Banking Affiliates: Are Not FDIC Insured * May Lose Value * Are Not Bank Guaranteed. These materials have been prepared by one or more subsidiaries of Bank of America Corporation for the client or potential client to whom such materials are directly addressed and delivered (the “Company”) in connection with an actual or potential mandate or engagement and may not be used or relied upon for any purpose other than as specifically contemplated by a written agreement with us. 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No representation or warranty, express or implied, is made as to the accuracy or completeness of such information and nothing contained herein is, or shall be relied upon as, a representation, whether as to the past, the present or the future. These materials were designed for use by specific persons familiar with the business and affairs of the Company and are being furnished and should be considered only in connection with other information, oral or written, being provided by us in connection herewith. These materials are not intended to provide the sole basis for evaluating, and should not be considered a recommendation with respect to, any transaction or other matter. These materials do not constitute an offer or solicitation to sell or purchase any securities and are not a commitment by Bank of America Corporation or any of its affiliates to provide or arrange any financing for any transaction or to purchase any security in connection therewith. These materials are for discussion purposes only and are subject to our review and assessment from a legal, compliance, accounting policy and risk perspective, as appropriate, following our discussion with the Company. We assume no obligation to update or otherwise revise these materials. These materials have not been prepared with a view toward public disclosure under applicable securities laws or otherwise, are intended for the benefit and use of the Company, and may not be reproduced, disseminated, quoted or referred to, in whole or in part, without our prior written consent. These materials may not reflect information known to other professionals in other business areas of Bank of America Corporation and its affiliates. Any League Tables referenced within these materials have been prepared using data sourced from external third party providers as outlined in the relevant footnotes where applicable. For persons wishing to request further information regarding these third party providers and the criteria and methodology used to prepare a league table please contact your usual Bank of America or BofA Securities representative/Relationship Manager. Bank of America Corporation and its affiliates (collectively, the “BAC Group”) comprise a full service securities firm and commercial bank engaged in securities, commodities and derivatives trading, foreign exchange and other brokerage activities, and principal investing as well as providing investment, corporate and private banking, asset and investment management, financing and strategic advisory services and other commercial services and products to a wide range of corporations, governments and individuals, domestically and offshore, from which conflicting interests or duties, or a perception thereof, may arise. In the ordinary course of these activities, parts of the BAC Group at any time may invest on a principal basis or manage funds that invest, make or hold long or short positions, finance positions or trade or otherwise effect transactions, for their own accounts or the accounts of customers, in debt, equity or other securities or financial instruments (including derivatives, bank loans or other obligations) of the Company, potential counterparties or any other company that may be involved in a transaction. Products and services that may be referenced in the accompanying materials may be provided through one or more affiliates of Bank of America Corporation. We have adopted policies and guidelines designed to preserve the independence of our research analysts. The BAC Group prohibits employees from, directly or indirectly, offering a favorable research rating or specific price target, or offering to change a rating or price target to a subject company as consideration or inducement for the receipt of business or for compensation and the BAC Group prohibits research analysts from being directly compensated for involvement in investment banking transactions. The views expressed herein are the views solely of Global Corporate and Investment Banking, and no inference should be made that the views expressed represent the view of the firm’s research department. We are required to obtain, verify and record certain information that identifies the Company, which information includes the name and address of the Company and other information that will allow us to identify the Company in accordance, as applicable, with the USA Patriot Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)) and such other laws, rules and regulations as applicable within and outside the United States. We do not provide legal, compliance, tax or accounting advice. Accordingly, any statements contained herein as to tax matters were neither written nor intended by us to be used and cannot be used by any taxpayer for the purpose of avoiding tax penalties that may be imposed on such taxpayer. If any person uses or refers to any such tax statement in promoting, marketing or recommending a partnership or other entity, investment plan or arrangement to any taxpayer, then the statement expressed herein is being delivered to support the promotion or marketing of the transaction or matter addressed and the recipient should seek advice based on its particular circumstances from an independent tax advisor. Notwithstanding anything that may appear herein or in other materials to the contrary, the Company shall be permitted to disclose the tax treatment and tax structure of a transaction (including any materials, opinions or analyses relating to such tax treatment or tax structure, but without disclosure of identifying information or any nonpublic commercial or financial information (except to the extent any such information relates to the tax structure or tax treatment)) on and after the earliest to occur of the date of (i) public announcement of discussions relating to such transaction, (ii) public announcement of such transaction or (iii) execution of a definitive agreement (with or without conditions) to enter into such transaction; provided, however, that if such transaction is not consummated for any reason, the provisions of this sentence shall cease to apply. Confidential Notice to Recipient

Analysis at Various Prices 1 Analysis at Various Prices ____________________ Source: Bloomberg, FactSet. Market data as of September 14, 2023. Note: Dollars in millions except per unit amounts. Implied exchange ratio based on 0.405 share of GPRE common stock and $2.00 of cash assuming GPRE closing price of $34.15 as of September 14, 2023. Implied offer value calculated by applying respective exchange ratio to GPRE share price as of September 14, 2023. Based on 23.265mm common units outstanding as of July 28, 2023. Based on net debt of $41.55mm, assuming $57.1mm debt and $15.5mm cash as of June 30, 2023 Based on 11.660mm public units outstanding as of June 30, 2023. (2) (1) 1 2 3 4 1 2 3 4 5

Exchange Ratio Update 2 Exchange Ratio Update ____________________ Source: Bloomberg, FactSet. Market data as of September 14, 2023.

Premiums Paid in Selected Precedent MLP Buy-ins – Transactions with Stock Consideration 3 Premiums Paid in Selected Precedent MLP Buy-ins – Transactions with Stock Consideration ____________________ Source: Company disclosures and FactSet. Note: Dollars in millions. Deal size calculated as equity purchase price of publicly held units. Dollars shown in millions. Premium / (Discount) calculated as total consideration paid per unit relative to the price or VWAP for the Target on the unaffected date. Unaffected date is the date of the last full trading period immediately prior to the public announcement of a definitive agreement for privately negotiated transactions and the full trading period immediately prior to the initial public offer for publicly negotiated transactions. Illustratively reflects potential agreement of 0.405 GPRE shares and $2.00 cash per GPP common unit as of September 14, 2023. Definitive agreement has not been reached.

Illustrative Calendar of Events 4 Illustrative Dates Expected Earnings Release NYSE Market Holiday Illustrative Calendar of Events

Discussion Materials for the Conflicts Committee of the Board of Directors of Green Plains Holdings LLC June 30, 2023 Exhibit (c)(5)

These materials have been prepared by Evercore Group L.L.C. (“Evercore”) for the Conflicts Committee (the “Conflicts Committee”) of the Board of Directors of Green Plains Holdings LLC (the “General Partner” or “GPP GP”), the general partner of Green Plains Partners LP (“GPP” or the “Partnership”), to whom such materials are directly addressed and delivered and may not be used or relied upon for any purpose other than as specifically contemplated by a written agreement with Evercore. These materials are based on information provided by or on behalf of the Conflicts Committee and/or other potential transaction participants, from public sources or otherwise reviewed by Evercore. Evercore assumes no responsibility for independent investigation or verification of such information and has relied on such information being complete and accurate in all material respects. To the extent such information includes estimates and forecasts of future financial performance prepared by or reviewed with the management of the Partnership and/or other potential transaction participants or obtained from public sources, Evercore has assumed that such estimates and forecasts have been reasonably prepared on bases reflecting the best currently available estimates and judgments of such management (or, with respect to estimates and forecasts obtained from public sources, represent reasonable estimates). No representation or warranty, express or implied, is made as to the accuracy or completeness of such information and nothing contained herein is, or shall be relied upon as, a representation, whether as to the past, the present or the future. These materials were designed for use by specific persons familiar with the business and affairs of the Partnership. These materials are not intended to provide the sole basis for evaluating, and should not be considered a recommendation with respect to, any transaction or other matter. These materials have been developed by and are proprietary to Evercore and were prepared exclusively for the benefit and internal use of the Conflicts Committee. These materials were compiled on a confidential basis for use by the Conflicts Committee in evaluating the potential transaction described herein and not with a view to public disclosure or filing thereof under state or federal securities laws, and may not be reproduced, disseminated, quoted or referred to, in whole or in part, without the prior written consent of Evercore. These materials do not constitute an offer or solicitation to sell or purchase any securities and are not a commitment by Evercore (or any affiliate) to provide or arrange any financing for any transaction or to purchase any security in connection therewith. Evercore assumes no obligation to update or otherwise revise these materials. These materials may not reflect information known to other professionals in other business areas of Evercore and its affiliates. Evercore and its affiliates do not provide legal, accounting or tax advice. Accordingly, any statements contained herein as to tax matters were neither written nor intended by Evercore or its affiliates to be used and cannot be used by any taxpayer for the purpose of avoiding tax penalties that may be imposed on such taxpayer. Each person should seek legal, accounting and tax advice based on his, her or its particular circumstances from independent advisors regarding the impact of the transactions or matters described herein. Disclaimer

Table of Contents Section Executive Summary Current Ethanol Market Overview Green Plains Partners LP Situation Analysis Preliminary Valuation of GPP Common Units Green Plains Inc. Situation Analysis Preliminary Valuation of GPRE Common Shares Analysis of the Proposed Exchange Ratio Appendix Pro Forma Considerations Illustrative GPP Unitholder Tax Analysis Weighted Average Cost of Capital Analysis I II III IV V VI VII

Executive Summary

Executive Summary Evercore Group L.L.C. (“Evercore”) is pleased to provide the following materials to the Conflicts Committee (the “Conflicts Committee”) of the Board of Directors of Green Plains Holdings LLC (the “General Partner” or “GPP GP”), the general partner of Green Plains Partners LP (“GPP” or the “Partnership”), regarding the proposed acquisition by Green Plains Inc. (“GPRE” or the “Company”) of all of the outstanding common units (the “Common Units”) of the Partnership not already owned by GPRE, the General Partner, or their respective affiliates (the “Unaffiliated Unitholders”), in exchange for GPRE common shares (“Common Shares”) (the “Proposed Transaction”) On May 3, 2023, GPRE proposed to acquire each Common Unit owned by the Unaffiliated Unitholders at a fixed exchange ratio of 0.3913x Common Shares (the “Proposed Exchange Ratio”) Based on GPRE’s closing share price of $33.43, implies a $13.08 GPP price (0% premium to the May 3rd price and a 0.5% premium to GPP’s 30-day volume-weighted average price (“VWAP”) as of May 3, 2023) GPRE currently owns 11,586,548 Common Units (48.8%) and 100% of Green Plains Holdings LLC, which owns a 2.0% general partner interest in the Partnership as well as the Partnership’s incentive distribution rights (the “IDRs”) The materials herein include: An executive summary, including an overview of the Proposed Transaction, including summary proposed terms and a summary overview of GPP’s current partnership structure A current situation analysis for GPP, including financial projections for GPP as provided by GPP management (the “GPP Financial Projections”) and a review of the assumptions utilized by GPP management in deriving such financial projections A preliminary valuation of the Common Units A current situation analysis for GPRE, including financial projections for GPRE (the “GPRE Financial Projections”) and a review of the assumptions utilized by GPRE management in deriving such financial projections A preliminary valuation of the Common Shares An analysis of the Proposed Exchange Ratio In the Appendix: (i) initial pro forma considerations; (ii) a summary of the tax impact of the Proposed Transaction to the Unaffiliated Unitholders as provided by PricewaterhouseCoopers LLP and (iii) an analysis of GPP and GPRE cost of capital Introduction and Overview of Materials 1

Executive Summary Overview of the Transaction Counterparties Green Plains Partners LP (“GPP” or the “Partnership”) Green Plains Inc. (“GPRE” or the “Company”) Transaction Summary GPRE to acquire 100% of the Common Units owned by the Unaffiliated Unitholders GPP will cease to be a publicly-traded partnership Proposed Exchange Ratio The Unaffiliated Unitholders will receive 0.3913 Common Shares for each Common Unit Timing and Approvals Approval of the Conflicts Committee and the board of directors of the general partner of GPP Requires approval from 50.0% of the holders of Common Units, including the 49.8% of the Common Units owned by GPRE and its affiliates (requires 0.3% of Unaffiliated Unitholders to approve) Other The Proposed Transaction is structured to be taxable to the Unaffiliated Unitholders resulting in: (i) realization of the taxes on deferred income and capital gains for Unaffiliated Unitholders and (ii) a tax basis step-up on the Unaffiliated Unitholders’ interest in GPP for GPRE 2

Executive Summary Summary Organizational Structure and Transaction Economics Source: Public filings, FactSet as of June 28, 2023 Per GPP’s Q1 2023 10-Q filing as of March 31, 2023 Includes 2.0% General Partner interest % ADTV represents the number of GPRE shares issued as consideration as a percentage of the average daily trading volume of GPRE shares during the latest 30 trading days Green Plains Holdings LLC (the “General Partner”) Operating Companies Unaffiliated Unitholders 11,660,274 Common Units1 2.0% General Partner Interest and Incentive Distribution Rights Green Plains Partners LP (Nasdaq: GPP) (23,721,247 total units)2 (Nasdaq: GPRE) 11,586,548 Common Units1 100.0% 100.0% 49.2% LP Interest 48.8% LP Interest Current Partnership Ownership Structure Proposed Transaction Overview ($ in millions, except per unit / share amounts) Pro Forma Ownership 3

Executive Summary Historical GPP / GPRE Implied Exchange Ratio Since January 1, 2022 Favorable to GPP Favorable to GPRE Source: FactSet as of June 28, 2023 4

Executive Summary Analysis at Various Prices Source: FactSet as of June 28, 2023 EBITDA based on GPP Financial Projections 5

Executive Summary GPP Common Unit Trading Data Source: FactSet as of June 28, 2023 Implied Proposed Consideration at May 3, 2023 Offer Date: $13.08 6

Executive Summary Side-by-Side Analysis ($ in millions, except per unit / share amounts) Note: Balance sheet data per Partnership / Company filings as of March 31, 2023 Source: Factset, public filings, GPRE management as of June 28, 2023 Includes 2.0% General Partner interest 7

Executive Summary Indexed Price Performance Source: FactSet, Public filings GPRE Peer Group Average calculated as the average indexed performance of publicly traded alternative fuels companies (ADM, ALTO, AMTX, ANDE, BG, DAR, INGR, and REX) Alerian MLP Index 1 3 8

Current Ethanol Market Overview

Current Ethanol Market Overview Overview of Ethanol Plant Feedstock and Products Corn Feedstock Products Source: World of Corn, United States Department of Agriculture (“USDA”), United States Energy Information Administration (“EIA”), Renewable Fuels Association, U.S. Census Bureau 2021 – 2022 production season vs. 2011 – 2012 production season Ethanol Distillers’ Grains with Solubles (“DGS”) Corn Oil Dried DGS Wet DGS Corn remains a major U.S. agricultural product 2021 U.S. corn crop is valued at $82.4 billion As a feedstock, corn is primarily used for ethanol and corn oil production Ethanol has increased in recent years due to federal mandates The U.S. ethanol industry consumed approximately 37.8% of the 2022 U.S. corn crop Ethanol is a biofuel that is widely used in the U.S., particularly in motor vehicles and the primary output of ethanol plants The U.S. consumed 13.9 billion gallons of fuel ethanol in 2021 The U.S. has been the world’s top ethanol producer since 2005, with 192 operating plants as of 2022 Ethanol can also be produced with wheat or sugarcane DGS is a cereal byproduct of the ethanol distillation process that is primarily used as an animal feed 45% of the 2021 U.S. corn crop was used as animal feed DGS is particularly used as feed for ruminants such as cattle and sheep DGS is initially produced with up to 70% moisture, making long-distance delivery non-economic Wet DGS average shelf life of ten days reduces its value relative to Dried DGS Drying DGS to 10-12% moisture makes long-distance delivery economic and significantly extends shelf life Corn oil is primarily used as a feedstock for biodiesel or agricultural feed usage Corn oil also has various industrial and medical applications U.S. corn oil production has increased by 68% over the past decade1 U.S. Corn Used for Ethanol and Dried DGS Production (billion bushels) Z COVID Market Impact 9

Current Ethanol Market Overview U.S. Ethanol Market Trends U.S. Fuel Ethanol Exports by Destination U.S. Ethanol Capacity and Production Source: EIA, USDA U.S. Ethanol Domestic Use & Export vs. Production From 2007 to 2011, U.S. ethanol production increased at a compound annual growth rate (“CAGR”) of approximately 18.7% to meet domestic U.S. demand and export demand, which increased at a compound annual growth rate of approximately 68.2% over the same period From 2013 to 2022 annual U.S. fuel ethanol consumption ranged from a low of 12.7 billion gallons (“BG”) in 2020 to a high of 14.6 BG in 2018 while U.S. production ranged from a low of 13.3 BG in 2013 to a high of 16.1 BG in 2018 During 2022, the U.S. exported approximately 1.4 BG of ethanol Canada, South Korea, India and the EU have been the largest export markets for U.S. ethanol 10

According to the EIA, there were 192 ethanol plants in the U.S. with aggregate annual capacity of approximately 17.4 BG as of January 2022 In the U.S., ethanol is primarily used as a gasoline blending component The U.S. fuel ethanol production market is fragmented, with the top five producers accounting for approximately 44% of total capacity through 69 plants Smaller producers compete on the strength of local supply and offtake markets and efficiency of operations – scale is not considered crucial to remaining competitive U.S. Ethanol Production Overview U.S. Ethanol Plant Map (192 plants) Source: EIA, Renewable Fuels Association EIA as of January 2022 U.S. Production Capacity by Producer1 (Billion Gallons per Year) Current Ethanol Market Overview U.S. Ethanol Plant Utilization POET Valero ADM Green Plains Andersons/Marathon All Others 11

High protein feeds are animal foods that contain approximately 30% to 60% protein, versus traditional animal feeds with less than 20% protein Traditional feeds, including distillers dried grains and soybean meal, were produced as by-products of corn and soy crushing to produce ethanol, soybean oil, vegetable oil and other traditional primary products Types of high protein feeds include fish meal, corn gluten meal and high protein soy meal Feeds with high protein concentrations sell at a premium given: Feeder / young livestock require a higher protein percent to properly develop and to develop more rapidly High protein contents decrease mortality rates of aquatic species High protein diets are growing in popularity for the domestic animal food industry The global animal feed protein market is estimated to be approximately $290 billion as of 2022 and is expected to surpass $420 billion by 2032, a 3.5% CAGR driven by rising demand for livestock feed and in the pet industry Current Ethanol Market Overview U.S. Feed Protein Market Overview Historical Average Protein Prices by Production Season ($ / ton) (% Protein Concentration) Source: USDA Note: (Percent) Represents average protein content Indexed High Protein Feed Consumption 5-Year Average Price ($ / ton) 12

Current Ethanol Market Overview Historical U.S. Midwest Corn Gluten Meal Wholesale Market Prices Source: USDA 13 ($ per ton) GPRE Average Projected UHP Price

Green Plains Partners LP Situation Analysis

Green Plains Partners LP Situation Analysis Partnership Overview Description Ethanol Storage Tanks Historical Revenue Contribution Historical Adjusted EBITDA Source: Public filings ($ in millions) Green Plains Partners LP is a Delaware master limited partnership formed in 2015 by Green Plains Inc. to provide downstream logistics services for GPRE’s ethanol production plants GPP operates, primarily for GPRE: 27 ethanol storage tanks with an aggregate capacity of 25.1 million gallons Fuel terminals in Birmingham, Alabama and Collins, Mississippi (collectively “Blendstar”) with an aggregate capacity of 6.7 million gallons 2,500 railcars with an aggregate capacity of 75 million gallons and 19 trucks and tankers In April 2023 GPP determined to sell its trucking operations GPP intends to spend $6.2 million to expand the Birmingham rail loop to increase the number of cars per train and avoid an additional fee levied by BNSF 14

Green Plains Partners LP Situation Analysis Recent GPRE and GPP Financial and Operating Performance GPRE Ethanol Production (Gallons) Crush Margin per Gallon Storage & Throughput Gallons (mm) GPP Terminal Services Gallons (mm) Source: Public filings, Wall Street Research Adjusted EBITDA ($ MM) Railcar Capacity Billed (Daily Avg.) 15

Green Plains Partners LP Situation Analysis Summary Market Data Public Trading Statistics Balance Sheet and Credit Data Unit Price and Distribution per Unit Source: FactSet, Public filings GP / IDR Distribution Profile ($ in millions, except per unit amounts) 16

Green Plains Partners LP Situation Analysis Green Plains Partners Unit Ownership Summary Source: FactSet as of June 28, 2023; Public filings; Wall Street Research Top 20 Institutional Unitholders Unit Ownership Breakdown Unit Ownership Summary Harvest / No Street Ownership Summary Harvest becomes No Street 17

Source: Public filings, Press releases, Wall Street research, FactSet Crude Oil and Refined Products Terminal Trading Statistics ($ in millions, except per share / unit amounts) Green Plains Partners LP Situation Analysis 18

Green Plains Partners LP Situation Analysis GPP Financial Projections – Assumptions Source: GPP management The GPP Financial Projections as provided by GPP management and reviewed by Evercore, incorporate the following assumptions: Trucking assets are sold at the beginning of Q2 2023E for total consideration of $2.0 million Forecasted fees and volumes as follows assuming storage and logistics fees after the minimum volume commitment (“MVC”) with GPRE expires in Q2 2029E based on GPP management’s view of market rates O&M expense per gallon of $0.0033 on Throughput (Storage) Volumes, $0.018 on Blendstar Throughput Volumes and $0.0255 on Logistics Volumes SG&A expense of $4.2 million in 2023E and $4.0 million each year thereafter Cash taxes equal to 0.50% of pre-tax income Maintenance capital expenditures of $0.4 million per year 19

Green Plains Partners LP Situation Analysis GPP Financial Projections – Assumptions (cont’d) Source: GPP management Interest income earned on average cash balance utilizing 5.00% SOFR Interest on GPP’s 2026 Term Loan Facility utilizing 5.00% SOFR plus 8.00% GPP’s 2026 Term Loan Facility allows one optional principal prepayment of $1.5 million per quarter. The GPP Financial Projections include a $1.5 million principal prepayment in Q2 2023E Principal payments of $5.0 million per quarter begin in Q3 2026E until the 2026 Term Loan Facility is fully repaid in Q2 2029E Growth capital expenditures of $6.0 million in 2023E related to the Birmingham rail loop expansion Working capital requirements assume 40-days of revenue for accounts receivable and accounts payable based on O&M expense with pre-paid expenses equal to 30% of O&M expense Distribution per LP unit of $1.82 from 2023E through 2025E, then decreasing to $1.41 in 2026E, $1.00 from 2027E through 2028E, $0.90 in 2029E and $0.80 in 2030E Distribution reductions in 2026E, 2027E, 2029E, and 2030E driven by discretionary Term Loan repayments beginning Q3 2027E 13,605 units issued each Q3 as stock-based compensation, no other LP units issued or repurchased throughout the projection period 20

Green Plains Partners LP Situation Analysis GPP Operating Projections Summary Source: GPP management GPRE Ethanol Production (MMGal) and Utilization % Volumes by Segment Fees ($ / Gallon) Revenue by Segment ($ MM) 21

Green Plains Partners LP Situation Analysis GPP Financial Projections Summary ($ in millions) Source: GPP management EBITDA Distributable Cash Flow Distributed Cash Flow Net Debt ($ MM) | Net Debt / LTM EBITDA 22

Green Plains Partners LP Situation Analysis GPP Financial Projections – Summary EBITDA Build ($ in millions, unless otherwise noted) Source: GPP management 1. 2023E GPRE Operating Statistics and GPRE Volumes do not adjust for Q1 2023 Actuals 23

Green Plains Partners LP Situation Analysis GPP Financial Projections – Summary Cash Flows ($ in millions, except per unit amounts) Source: GPP management 24

Green Plains Partners LP Situation Analysis GPP Financial Projections – Summary Sources and Uses ($ in millions) Source: GPP management 25 Sources Uses

Preliminary Valuation of GPP Common Units

Preliminary Valuation of GPP Common Units Valuation Methodologies Methodology Description Metrics/Assumptions Discounted Cash Flow Analysis Values the Common Units based on the concepts of the time value of money. In performing its analysis, Evercore: Utilized varying weighted average cost of capital (“WACC”) discount rates and applied various perpetuity growth rates to derive after-tax valuation ranges for the GPP Common Units Calculated terminal values based on a range of multiples of EBITDA as well as assumed perpetuity growth rates Discounted the projected cash flows to June 30, 2023 WACC based on the Capital Asset Pricing Model (“CAPM”) Unitholder effective tax rate of 29.6% (80.0% at 37.0% top bracket) from 2023E to 2025E and a tax rate of 37.0% for 2026E and terminal value EBITDA exit multiple of 7.0x to 9.0x and a perpetuity growth rate of (1.0%) to 1.0% Discounted Distributions Analysis Values the Common Units based on the present value of the future cash distributions to GPP unitholders Discounted projected distributions to June 30, 2023 Terminal yield range of 12.0% to 16.0% Cost of equity of 10.25% to 11.25% based on CAPM Peer Group Trading Analysis Values the Common Units based on peer group’s current market enterprise value multiples of relevant EBITDA Peer group selected from MLPs and corporations with assets similar to those owned by GPP Enterprise Value / EBITDA multiples applied to 2023E and 2024E EBITDA Precedent M&A Transaction Analysis Values the Common Units based on multiples of transaction value to EBITDA in historical transactions involving assets similar to those owned by GPP Enterprise Value / EBITDA multiples applied to 2023E EBITDA Premiums Paid Analysis Values the Common Units based on historical premiums paid in (i) MLP buy-ins and (ii) MLP mergers since 2018 Range of 1-Day spot, 20-Day and 60-Day volume weighted average price (“VWAP”) premiums paid applied to relevant unit prices Analyst Price Targets Based on the minimum and maximum price targets set by Wall Street research analysts Uses current analyst price targets 52-Week Trading Range Based on recent stock trading prices Based on closing prices for the Common Units during the period of June 28, 2022 to June 28, 2023 The following sets forth the methodologies utilized by Evercore in its preliminary valuation of the Common Units, each assuming a June 30, 2023 valuation date For Reference Only 26

Preliminary Valuation of GPP Common Units Preliminary Valuation Summary Source: Factset, partnership filings, GPP management As of June 28, 2023 For Reference Only 27

Preliminary Valuation of GPP Common Units Discounted Cash Flow Analysis ($ in millions, except per unit amounts) Summary Result Sensitivity Analysis Source: GPP management 2023E Tax D&A assumes 80% bonus depreciation calculated as the implied enterprise value plus 2023E capital expenditures; 2024E+ Tax D&A is calculated assuming bonus depreciation phase out as follows: 80% in 2023E, 60% in 2024E, 40% in 2025E, 20% in 2026E and 0% in 2027E and 2028E Assumes unitholder effective tax rate of 29.6% (80.0% of 37.0% tax rate) through 2025E, and a unitholder effective tax rate of 37.0% in 2026E and in perpetuity Includes 2.0% general partner interest, economically equivalent to 474,425 LP Units as of June 30, 2023E 28

Preliminary Valuation of GPP Common Units Discounted Distribution Analysis ($ in millions, except per unit amounts) Source: FactSet, GPP management Values LP units based on distributions Based on GPP’s 52-week yield range of 12.5% to 15.2% with a median of 14.2% and mean of 14.2% as of June 28, 2023 Sensitivity Analysis 29

Source: Public filings, Press releases, Wall Street research, FactSet Peer Group Trading Analysis ($ in millions, except per share / unit amounts) Preliminary Valuation of GPP Common Units 30

Preliminary Valuation of GPP Common Units Peer Group Trading Analysis (cont’d) ($ in millions, except per unit amounts) Source: FactSet, GPP management Includes 2.0% general partner interest, economically equivalent to 474,425 LP Units as of June 30, 2023E 31

Preliminary Valuation of GPP Common Units Precedent M&A Transaction Analysis Precedent Crude Oil and Refined Products Terminalling Transactions Source: Public filings, Investor presentations, Wall Street research Includes 2.0% general partner interest, economically equivalent to 474,425 LP Units as of June 30, 2023E Precedent M&A Transaction Analysis ($ in millions, except per unit amounts) 32

Premiums Paid Analysis Source: Bloomberg, FactSet, Public filings VWAP premiums paid are calculated by dividing the value of the offer, defined as the exchange ratio multiplied by the closing price of the acquiror’s shares / units on the last trading day prior to announcement plus any cash received, by the 30- or 60-trading day VWAP of the target as calculated from the last undisturbed trading day prior to the announcement Preliminary Valuation of GPP Common Units 33

Preliminary Valuation of GPP Common Units Premiums Paid Analysis (cont’d) Source: FactSet For Reference Only 34

Preliminary Valuation of GPP Common Units Sensitivity Cases – Assumptions 35 In addition to the GPP Financial Projections, Evercore considered three sensitivity cases with respect to: (i) the throughput and logistics rates charged to GPRE following the expiration of the MVC and (ii) GPP’s distribution policy while holding volumes consistent with the GPP Financial Projections GPP Financial Projections (32% decline in Throughput Rate and 17% decline in Logistics Rate) No decline in Throughput Rate or Logistics Rate / 1.00x distribution coverage 10% decline in Throughput Rate and 5% decline in Logistics Rate / 1.00x distribution coverage 20% Decline in Throughput Rate and 10% decline in Logistics Rate / 1.30x distribution coverage Throughput Rate by Case ($ / Gallon) Logistics Rate by Case ($ / Gallon) 0% Decline in Rates / 1.00x Distribution Coverage 10% Decline in Throughput Rate / 5% Decline in Logistics Rate / 1.00x Distribution Coverage 20% Decline in Throughput Rate / 10% Decline in Logistics Rate / 1.30x Distribution Coverage GPP Financial Projections GPP Financial Projections Sensitivity Cases

Preliminary Valuation of GPP Common Units Sensitivity Cases – Adjusted EBITDA and Distribution per Unit Comparison Adjusted EBITDA ($ MM) Distributions per Unit 0% Decline in Rates / 1.00x Distribution Coverage 10% Decline in Throughput Rate / 5% Decline in Logistics Rate / 1.00x Distribution Coverage 20% Decline in Throughput Rate / 10% Decline in Logistics Rate / 1.30x Distribution Coverage GPP Financial Projections 36

Preliminary Valuation of GPP Common Units Sensitivity Cases – Preliminary Valuation Summary Source: Factset, Partnership filings, GPP management As of June 28, 2023 37

Green Plains Inc. Situation Analysis

Green Plains Inc. Situation Analysis Company Overview Description Production Facilities Historical Adjusted EBITDA Source: Public filings Excludes intersegment eliminations ($ in millions) Green Plains Inc. is an Omaha, Nebraska headquartered firm founded in 2004 as a producer of low-carbon fuels, primarily ethanol GPRE has recently shifted strategy to be a sustainable biorefinery platform producing ethanol as well as Ultra-High Protein and Renewable Corn Oil GPRE is the General Partner of GPP and owns ~51% of the Partnership GPRE facilities are capable of processing approximately 330 million bushels of corn per year and producing approximately: 958 million gallons per year of ethanol 2.7 million tons per year of distillers grains and Ultra-High Protein 310 million pounds per year of renewable corn oil Historical External Revenue Contribution1 38

Green Plains Inc. Situation Analysis Summary Market Data Public Trading Statistics Balance Sheet and Credit Data Share Price Source: FactSet, Public filings ($ in millions, except per share amounts) 39

Green Plains Inc. Situation Analysis Green Plains Inc. Wall Street Research Selected Price Targets Evolution of Analyst Ratings EBITDA Estimates Source: FactSet, Wall Street Research as of June 28, 2023 ($ in millions, except per share amounts) 40

Many analysts (Jefferies, Craig Hallum, Oppenheimer included) attributed the Q1 2023 miss to volatile ethanol markets, weaker crush margins, and increasing feedstock prices Analysts perceive GPRE as being on track with its transition to GPRE 2.0, as judged by key metrics such as rising run-rate Ultra-High Protein production, full production at existing 5 facilities, and heightened yields (on track for 4.0 lb UHP / bushel vs expected 3.5 lb) The biggest point of concern among research analysts is the projected UHP pricing premium, as, while still a significant value add (~$60 million EBITDA in 2022), it appears to be coming in below management’s expected J-Curve Research analysts project that beginning in 2025, GPRE’s partnership with Summit Carbon Solutions will contribute $50 – $100 million in EBITDA uplift due to a lower CI score with the possibility for further increases from IRA clarification Research analysts expect GPRE 2.0 to be rewarded by the diversity and transparency of its various business operations, and believe they are all viable opportunities to transition away from strict reliance on ethanol Wall Street Research Commentary Regarding Green Plains 2.0 Green Plains Inc. Situation Analysis Analyst Commentary While pointing to a more favorable ethanol crush margin backdrop, we reiterate our view that GPRE is on the precipice of delivering its biorefinery transformation vision. With our first look at UHP sales volumes, we are encouraged by production rates … Looking across each of its growth pillars (protein, oil, sugar, carbon), GPRE has multiple ways to win, however we see only one or two as needed to drive sustained positive EBITDA, and reduced earnings volatility. - Oppenheimer (May 2023) The company continues to make good progress on its 60% protein content product (for aquafeed), which comes with significantly higher premium. Sales towards that market could start in earnest by 4Q22 and grow from there. Additionally, we believe that pricing for recurring business is likely to increase as customers are satisfied with the results of their first order. - BofA Securities (May 2023) The good news is this [GPRE 2.0] plan continues to show tangible progress with full production of High Proteins reached at five plants with strong commercial demand, increased yields for renewable corn oil, Clean Sugars progressing towards the start-up of production at its Shenandoah, IA plant in early 2024, and the overall Carbon Capture opportunity becoming clearer. In addition, GPRE announced its offer to acquire Green Plains Partners (GPP) which would simplify its organization structure, reduce OpEx, and be accretive to cash flow. - Craig-Hallum (May 2023) 41 Source: Wall Street Research

Green Plains Inc. Situation Analysis Green Plains Inc. Share Ownership Summary Source: FactSet as of June 28, 2023; Public filings; Wall Street Research Top 20 Institutional Shareholders Share Ownership Breakdown Share Ownership Summary 42

Source: Public filings, Press releases, Wall Street research, FactSet GPRE Peer Trading Statistics ($ in millions, except per share amounts) Green Plains Inc. Situation Analysis 43

Source: Public filings, Press releases, Wall Street research, FactSet Note: Pie charts represent 2022 revenue split GPRE Peer Business Overview Green Plains Inc. Situation Analysis Clean Fuels Peers Ethanol production company based in California, pursuing renewable natural gas, sustainable aviation fuel, renewable diesel and CCUS opportunities Specialty ingredients manufacturer focused on converting bio-nutrient streams into ingredients for food, feed, renewable diesel and other fuels Distiller and refiner specializing in ethanol, distiller’s grains, and natural gas products with plans for CCUS and other clean energy endeavors Ethanol production company Pursuing opportunities such as SAF, renewable diesel and CCUS Enterprise Value < $1 billion P P Produces specialty ingredients used for feed and fuel Operates renewable diesel business with Valero (Diamond Green Diesel) Enterprise value > $14 billion P Ethanol production company Pursuing opportunities in clean energy including CCUS Enterprise value < $1 billion P P 44

Source: Public filings, Press releases, Wall Street research, FactSet Note: Pie charts represent 2022 revenue split GPRE Peer Business Overview (cont’d) Green Plains Inc. Situation Analysis Agriculture & Ingredients Peers Largest producer of specialty alcohols in the US. Fuel ethanol production capacity of 210 MMGpy and specialty alcohol capacity of 140 MMGpy. Also markets and distributes third-party ethanol Agricultural company with operations in production, distribution, and marketing of grains, ethanol, oils and renewable diesel feedstocks Food processing and agricultural ingredient manufacturing company. Produces renewable feedstocks, specialty proteins and sustainable fuels Food and beverage ingredients provider primarily manufacturing sweeteners, starches and plant-based protein options Global oilseed and grains processor producing vegetable oils, protein meals and packaged plant-based oils 45

Green Plains Inc. Situation Analysis Overview of GPRE Segments ($ in millions) 46

Asset Summary Matrix 2027E capacity net of fully integrated biorefinery expansions and CST installation impacts at various facilities Current capacity DCO financials are not currently included in the GPRE Financial Projections In service by 2028. Reflects base capacity. CO2 capacity is offset by CST installations and will be reduced as additional CST operations come online at Madison, Obion, Wood River and York facilities. CP = Carbon Pipeline Partnership facility; DI = Direct Inject facility; Offtake = Carbon Offtake facility Central City (NE) Fairmont (MN) Madison (IL) Mount Vernon (IN) Obion (TN) Wood River (NE) Shenandoah (IA) Superior (IA) Otter Tail (MN) Atkinson (NE) York (NE) Full Ethanol Capacity (MMGal)1 156 119 120 90 120 121 82 60 55 552 502 MSC (DCO and Ultra-High Protein) Completion Date Complete Q4 2024 Q3 2024 Complete Complete Complete Complete Remaining Capital Expenditures $ - $69 $69 $ - $ - $ - $ - Full UHP Capacity (K tons) 84 64 65 48 65 65 44 Full DCO Capacity (MMlbs)3 63 47 47 47 63 47 49 CST Completion Date Q2 2026 Q3 2025 Q4 2026 Q2 2024 Remaining Capital Expenditures $56 $106 $76 $36 Full Capacity (MMlbs) 554 1,047 745 475 Carbon (CP) (CP) (Offtake) (DI) (Offtake) (CP) (CP) (CP) (CP) Completion Date Q4 2024 Q4 2024 FY2028 Q4 2026 FY2028 Q4 2024 Q4 2024 Q4 2024 Q4 2024 Remaining Capital Expenditures $ - $ - $ - $61 $ - $ - $ - $ - $ - Full Capacity (K tons) 458 343 3434 343 3434 172 243 200 200 ü ü ü ü ü ü ü ü ü ü ü ü ü ü ü ü ü ü ü ü Green Plains Inc. Situation Analysis ($ in millions) 47

Green Plains Inc. Situation Analysis ($ in millions, unless otherwise noted) GPRE Segment Level Financial Projections – Fuel Ethanol Source: GPRE management The Fuel Ethanol segment incorporates the following operating assumptions: The Central City Plant is forecasted to complete a 40.0 MMGY capacity expansion in Q3 2025E at a cost of $50.0 million. Capacity at the Madison Plant increases by 30.0 MMGY in Q4 2025E, with no incremental capital expenditures Atkinson and York plants assumed to be idled beginning in Q1 2024E Ethanol production declines as installed CST capacity shifts plant grinding capacity to CST feedstock Assumes plant utilization of 90% Operating expenses are subject to a total cap of $0.32 / gallon and include the following: Natural gas usage constant at 0.08 MMBtu / bushel, natural gas price held constant at $5.49 / MMBtu Denaturant usage of 0.06 gallons / bushel, denaturant price held constant at $2.18 / gallon Electricity usage constant at 2.39 kWhs / bushel, electricity cost held constant at $0.07 / kWh Chemicals, yeast and enzymes cost held constant at $0.23 / bushel Repairs & maintenance expense held constant at $0.05 / gallon of equivalent total production attributed proportionally between ethanol and clean sugars based on total production Biorefinery production labor expense held constant at $11.6 million per quarter, attributed proportionally between ethanol and clean sugars based on total production Fuel Ethanol Financial Summary Ethanol Production and Average Price 48

Green Plains Inc. Situation Analysis ($ in millions, unless otherwise noted) GPRE Segment Level Financial Projections – Corn Oil Source: GPRE management The Corn Oil segment incorporates the following operating assumptions: Corn oil yields of 0.80 pounds per bushel during ethanol production and an incremental 0.35 pounds per bushel during Ultra-High Protein production Operating expenses of $0.017 / pound includes: Chemical expense of $0.014 / pound Repairs and maintenance expense of $0.003 / pound The Corn Oil segment purchases Distillers Dried Grains from the Fuel Ethanol & CST segments Corn Oil Financial Summary Corn Oil Production and Average Price 49

Green Plains Inc. Situation Analysis ($ in millions, unless otherwise noted) GPRE Segment Level Financial Projections – Ultra-High Protein Source: GPRE management The UHP segment incorporates the following operating assumptions: Conversion completed on five plants as of Q1 2023A Fairmont and Madison plant conversions expected to be complete in Q1 2025E and Q3 2024E, respectively Fairmont: capital expenditures of $69.3 million and capacity of 16,030 tons Madison: capital expenditures of $68.9 million and capacity of 16,165 tons Ultra-High Protein capacity increases with ethanol expansions at Central City and Madison Protein yield ramp of 2.10 pounds per bushel in the first quarter of operations, 3.15 pounds per bushel in the second quarter of operations and 3.50 pounds per bushel thereafter Operating expense of $83.00 per ton The UHP segment purchases Distillers Dried Grains from the Fuel Ethanol & CST segments Ultra-High Protein Financial Summary Ultra-High Protein Production and Average Price 50

Green Plains Inc. Situation Analysis ($ in millions, unless otherwise noted) GPRE Segment Level Financial Projections – Ultra-High Protein JV Source: GPRE management Turnkey solution introduced to provide strategic partners with Fluid Quip MSC protein technology GPRE will commit up to 50% of capital required, as well as provide technological, marketing, and sourcing assistance for processing of Ultra-High Protein products and other distillers grains products In August 2021, GPRE established a 50/50 JV with Tharaldson Ethanol Plant I, LLC (“Tharaldson”), with MSC technology assets added adjacent to the Tharaldson Ethanol Plant in North Dakota The JV is aimed at producing Ultra-High Protein products and increasing renewable corn oil yields. The JV assets are anticipated to be fully-operational in early 2024 The UHP - JV segment incorporates the following operating assumptions: One operational JV through projection period $28.1 million in additional capital expenditures to complete MSC integration Operating expenses of $83.00 / ton Ultra-Protein JV Financial Summary Ultra-High Protein JV Production and Average Price 51

Green Plains Inc. Situation Analysis ($ in millions, unless otherwise noted) GPRE Segment Level Financial Projections – Clean Sugar Technology Source: GPRE management The Clean Sugar Technology segment incorporates the following operating assumptions: Shenandoah, Obion, Madison and Wood River plants assumed to receive conversions starting Q2 2024E, Q4 2025E, Q3 2026E and Q1 2027E, respectively Shenandoah: capital expenditures of $48.2 million and capacity of 38.6 MMGY Obion: capital expenditures of $106.3 million and capacity of 85.0 MMGY Madison: capital expenditures of $56.3 million and capacity of 45.0 MMGY Wood River: capital expenditures of $75.6 million and capacity of 60.5 MMGY Operating expenses are subject to a total cap of $0.74 / bushel and include the following identified costs: Natural gas usage of 0.02 MMBtu / bushel, natural gas price of $5.49 / MMBtu Electricity usage of 0.24 kWhs / bushel, at a rate of $0.07 / kWh Chemicals, yeast and enzymes expense of $0.41 / bushel Repairs & maintenance expense of $0.05 / gallon of total equivalent production, attributed proportionally between ethanol and clean sugars based on total production Biorefinery production labor expense held constant at $11.6 million per quarter, attributed proportionally between ethanol and clean sugars based on total production Clean Sugar Technology Financial Summary Clean Sugar Production and Average Price 52

Task % Complete May Jun Quarter 3 2023 Aug Sep Quarter 3 2023 Quarter 1 2024 Jul Aug Sep Oct Nov Dec Jan Feb CST Construction 8% Area 46 SACC 19% Tank Installation 50% Tank Pipe Rack 0% Tank Piping 0% Electrical / I&C Install 0% Area 46 Refinery 32% Foundation 0% Interior Steel Erection 0% PEMB Shell Erection 0% Electrical / I&C Install 0% Area 46 Evaporator 0% Steel Erection 0% Evaporator Setting 0% Piping 0% Electrical / I&C Install 0% Area 40 OSBL (North) 0% Foundation 0% Pipe Rack Erection 0% Piping 0% Electrical / I&C Install 0% Area 40 OSBL (South) 0% Foundation 0% Pipe Rack Erection 0% Piping 0% Electrical / I&C Install 0% Area 48 Loadout Building 0% Foundation 0% PEMB Shell Erection 0% Interior Steel Erection 0% Piping 0% Electrical / I&C Install 0% Area 48 Loadout Tanks 0% Tank Installation 0% Piping 0% Electrical / I&C Install 0% Area 49 Cooling Tower 0% Foundation 0% Tower Erection 0% Pipe Rack Erection 0% Piping 0% Electrical / I&C Install 0% Area 43 Chemical Offload 0% Foundation 0% Task Installation 0% Piping 0% Electrical / I&C Install 0% Mechanical Completion 0% 0% MCC Installation 0% Motors, Valves, Water, etc. 0% CST Start Up 2/2 0% Shenandoah CST Conversion Gantt Chart Green Plains Inc. Situation Analysis 12/29 2/2 53 Source: GPRE management

Green Plains Inc. Situation Analysis The financial projections for GPRE as provided by GPRE management and reviewed by Evercore, incorporate the following assumptions: Segment level financial projections as reviewed previously herein GPRE’s Adjusted EBITDA includes its wholly owned segments as well as the pro rata EBITDA attributable to GPRE in certain subsidiaries EBITDA attributable to noncontrolling interests: MLP Non-Crush third-party EBITDA assumed to be 5.5% of GPP EBITDA FQT third-party EBITDA of $13.5 million per year, and FQT ownership of 70.0% EBITDA attributable to GPRE’s 50.0% interest in the UHP JV CCUS includes cash flows related to both Pipeline and Direct Injection CCUS – Pipeline requires no capital expenditures and begins contributing to EBITDA in 2025E CCUS – Direct Injection requires $60.8 million of capital expenditures and generates approximately $25.8 million of EBITDA in 2027E CHP includes $7.5 million and $6.7 million of capital expenditures, net of tax credits, in 2024E and 2025E, respectively, related to the installation of CHP upgrades at Central City, Madison, Mount Vernon, Shenandoah and Wood River GPRE Financial Projections – Assumptions Source: GPRE management 54

Green Plains Inc. Situation Analysis Selling, General and Administrative expenses of $67.0 million in 2023E, escalated at 3% annually As GPRE’s debt instruments mature, cash on hand is utilized for principal payments Annual maintenance capital expenditures of 1.63% of gross property, plant and equipment Ospraie and BlackRock warrants projected to be exercised in Q3 2025E through Q1 2026E, generating gross proceeds of $56.1 million for 2.6 million shares (exercise price of $22.00 per share) Atkinson and York plants assumed to be sold for $20.0 million in Q1 2024E Working capital requirements assume an average of 12 days sales outstanding based on total revenue, an average of 37 days inventory outstanding based on total COGS, prepaid and other expenses based on an average of 2.3% of COGS + SG&A, an average of 16 days payables outstanding based on total COGS and accrued liabilities & other based on an average of 6.5% of COGS + SG&A GPRE Financial Projections – Assumptions (cont’d) Source: GPRE management 55

Green Plains Inc. Situation Analysis GPRE Financial Projections – Summary Cash Flows ($ in millions) Source: GPRE management 56

Green Plains Inc. Situation Analysis GPRE Financial Projections – Sources and Uses ($ in millions) Source: GPRE management 57

Preliminary Valuation of GPRE Common Shares

Preliminary Valuation of GPRE Common Shares Valuation Methodologies Methodology Description Metrics/Assumptions Discounted Cash Flow Analysis Values Common Shares based on the concepts of the time value of money. In performing its analysis, Evercore: Utilized varying WACC discount rates and applied various perpetuity growth rates to derive after-tax valuation ranges for the Common Shares Calculated terminal values based on a range of multiples of EBITDA as well as assumed perpetuity growth rates Discounted the projected cash flows to June 30, 2023 WACC based on CAPM Effective tax rate of 24.5% as provided by GPRE management EBITDA exit multiple of 7.5x to 8.5x and a perpetuity growth rate of 0.5% to 1.5% CCUS and CHP initiatives valued at historical investment and as such, all forecasted cash flows are removed from the valuation Peer Group Trading Analysis Values the Common Shares based on peer group’s current market enterprise value multiples of relevant EBITDA Peer group selected from corporations with assets similar to those owned by GPRE Enterprise Value / EBITDA multiples applied to 2024E and 2025E EBITDA CCUS and CHP initiatives valued at historical investment and as such, all forecasted cash flows are removed from the valuation Precedent M&A Transaction Analysis Values the Common Shares based on multiples of transaction value to EBITDA in historical transactions involving assets similar to those owned by GPRE Enterprise Value / EBITDA multiples applied to 2023E and 2024E EBITDA CCUS and CHP initiatives valued at historical investment and as such, all forecasted cash flows are removed from the valuation Analyst Price Targets Based on the minimum and maximum price targets set by Wall Street research analysts Uses current analyst price targets 52-Week Trading Range Based on recent stock trading prices Based on closing prices for the Common Shares during the period of June 28, 2022 to June 28, 2023 The following sets forth the methodologies utilized by Evercore in its preliminary valuation of the Common Shares, each assuming a June 30, 2023 valuation date 58 For Reference Only

Preliminary Valuation of GPRE Common Shares Preliminary Valuation Summary For Reference Only Source: Factset, company filings, GPRE management As of June 28, 2023 59

Preliminary Valuation of GPRE Common Shares Discounted Cash Flow Analysis ($ in millions, except per share amounts) Sensitivity Analysis Source: GPRE management Note: Adjusted EBITDA excludes CCUS and CHP EBITDA Cash taxes as per GPRE management Net Debt and Fully Diluted Share Count adjusts for redemption of $230 million 2.25% Convertible Notes Due March 2027 if the median Implied Value per Share is above $31.6250, Fully Diluted Share Count adjusts for exercise of Ospraie and BlackRock warrants if the median Implied Value per Share is above $22.00, treasury stock method at the median Implied Value per Share used for warrant redemptions Summary Result 60

Source: Public filings, Press releases, Wall Street research, FactSet Peer Group Trading Analysis ($ in millions, except per share amounts) Preliminary Valuation of GPRE Common Shares Peer Trading Statistics 61

Source: Public filings, Press releases, Wall Street research, FactSet Note: Adjusted EBITDA excludes CCUS and CHP EBITDA Net Debt and Fully Diluted Share Count adjusts for redemption of $230 million 2.25% Convertible Notes Due March 2027 if the median Implied Value per Share is above $31.6250, Fully Diluted Share Count adjusts for exercise of Ospraie and BlackRock warrants if the median Implied Value per Share is above $22.00, treasury stock method at the median Implied Value per Share used for warrant redemptions Peer Group Trading Analysis (cont’d) ($ in millions, except per share amounts) Preliminary Valuation of GPRE Common Shares 62

Preliminary Valuation of GPRE Common Shares Precedent M&A Transaction Analysis Precedent Ethanol Production Transactions Source: Public filings, Investor presentations, Wall Street research ($ in millions, except per unit amounts) 63

Preliminary Valuation of GPRE Common Shares Precedent M&A Transaction Analysis (cont’d) Precedent Animal Feed Transactions Source: Public filings, Investor presentations, Wall Street research ($ in millions) 64

Preliminary Valuation of GPRE Common Shares Precedent M&A Transaction Analysis (cont’d) Source: Public filings, Investor presentations, Wall Street research Net Debt and Fully Diluted Share Count adjusts for redemption of $230 million 2.25% Convertible Notes Due March 2027 if the median Implied Value per Share is above $31.6250, Fully Diluted Share Count adjusts for exercise of Ospraie and BlackRock warrants if the median Implied Value per Share is above $22.00, treasury stock method at the median Implied Value per Share used for warrant redemptions ($ in millions, except per unit amounts) 65

Preliminary Valuation of GPRE Common Shares Sensitivity Analysis – Assumptions Source: GPRE management To sensitize the GPRE Financial Projections, certain assumptions provided in the GPRE Financial Projections were modified, including: Corn Oil price projections held flat at $0.70 per pound beginning in 2024 Ultra-High Protein price projections held flat at $550 per ton beginning in 2024 A 20% increase in projected Ultra-High Protein capital expenditures A 12-month delay in Clean Sugar Technology Protein project completions at Shenandoah, Obion, Madison and Wood River CCUS and CHP cash flows excluded from the forecast 66

Preliminary Valuation of GPRE Common Shares Sensitivity Analysis – Preliminary Valuation Summary Source: Factset, company filings, GPRE management As of June 28, 2023 67 For Reference Only

Analysis of the Proposed Exchange Ratio

Analysis of the Proposed Exchange Ratio Preliminary Exchange Ratio Analysis Note: Based on low-to-high and high-to-low implied unit / share prices per the Preliminary Valuation of GPP and Preliminary Valuation of GPRE 68

Sensitivity Cases – Analysis of the Proposed Exchange Ratio Preliminary Exchange Ratio Analysis 69 Note: Based on low-to-high and high-to-low implied unit / share prices per the Preliminary Valuation Sensitivities of GPP and Preliminary Valuation Sensitivities Discounted Cash Flow Analysis of GPRE

Appendix

Pro Forma Considerations

Pro Forma Analysis Green Plains Partners LP / Green Plains Inc. Top Institutional Overlap Shading represents institutions holding both companies – excluding brokers holding in street name GPP Top 20 Institutions GPRE Top 20 Institutions Source: Factset as of June 28, 2023 Note: Holdings represent visible shares reported as % of shares outstanding as of 03/31/23 Form 13F filings and any subsequent updates. Excludes holdings held by insiders 70

Pro Forma Analysis GPRE Share Liquidity Analysis Source: Public filings, FactSet as of June 28, 2023 Assumes common shares equal to 10% of YTD average daily trading volume are sold each day Proposed Transaction – Consideration Liquidity Analysis GPRE Daily Trading Volume (MM) 71

Illustrative GPP Unitholder Tax Analysis

Illustrative GPP Unitholder Tax Analysis Illustrative GPP Unitholder Tax Analysis at $13.08 / unit On June 5, 2023, PricewaterhouseCoopers LLP (“PwC”) provided the Unaffiliated Unitholders tax liability by unit acquisition date information, which included the following: Adjusted Basis – Represents the weighted average price acquired, plus cumulative income, less cumulative distributions and DD&A from the acquisition date to December 2022 §751 Gain – Recharacterization of gain or loss on the sale of a partnership interest from capital to ordinary on §751 property owned by the partnership Net Ordinary Gain / (Loss) per Unit – Calculated as §751 Gain less Passive Loss Carryover assuming Passive Loss Carryover amounts are 100% available to offset Ordinary Gains Net Capital Gain / (Loss) per Unit – Calculated as Total Gain / (Loss) per Unit less §751 Gain Estimated Taxes – Calculated based on the Net Ordinary Gain / (Loss) per Unit assuming a 37.0% tax rate and the Net Capital Gain / (Loss) per Unit assuming a 20.0% tax rate Source: PwC Note: GPP Unaffiliated Units outstanding from PwC are overstated due to broker overreporting 72

Illustrative GPP Unitholder Tax Analysis Implied Taxes @ 37.0% Ordinary Gain / 20.0% Capital Gain Tax Liability Deciles ($ per unit) Illustrative GPP Unitholder Tax Analysis at $13.08 / unit (cont’d) 73

Illustrative GPP Unitholder Tax Analysis Precedent Taxable MLP Buy-In Unitholder Tax Impact Estimated Cash Tax (Benefit) / Expense per Unit 74

Illustrative GPP Unitholder Tax Analysis Precedent Taxable MLP Buy-In Unitholder Tax Impact (cont’d) Estimated Cash Tax (Benefit) / Expense per Unit as % of Offer Value 75

Weighted Average Cost of Capital Analysis

Weighted Average Cost of Capital Analysis GPP WACC Analysis – Theoretical Capital Asset Pricing Model($ in millions, except per unit / share amounts) Source: Predicted raw betas from Factset; Adjusted Equity Beta calculated as: (0.67) × Raw Beta + (0.33) × 1.0 Unlevered Beta calculated as: Adjusted Equity Beta × (E/(E + D × (1-T)) Assumes corporate tax rate of 29.6% for MLPs and assumes corporate tax rate of 21.0% for Corporations 20-year Treasury as of June 28, 2023 Source: Ibbotson Associates Micro Cap (Decile 9) by Ibbotson Associates with a market capitalization between $218.4 million and $373.9 million Equity Cost of Capital calculated as: Risk-free rate + (Levered Equity Beta × Market Risk Premium) + Small Company Risk Premium Implied GPP 20-year cost of debt based on the current yield to worst of the BofA US High Yield (Single-B) Index 76

Weighted Average Cost of Capital Analysis GPRE WACC Analysis – Theoretical Capital Asset Pricing Model($ in millions, except per share amounts) Source: Predicted raw betas from Factset; Adjusted Equity Beta calculated as: (0.67) × Raw Beta + (0.33) × 1.0 Unlevered Beta calculated as: Adjusted Equity Beta × (E/(E + D × (1-T)) Assumes corporate tax rate of 21.0% for Corporations 20-year Treasury as of June 28, 2023 Source: Ibbotson Associates Low Cap (Decile 6) by Ibbotson Associates with a market capitalization between $1,389.9 million and $2,365.1 million Equity Cost of Capital calculated as: Risk-free rate + (Levered Equity Beta × Market Risk Premium) + Small Company Risk Premium Implied GPRE 20-year cost of debt based on the current yield to worst of the BofA US High Yield (Single-B) Index 77

Project Kernel Analysis at Various Prices Source: FactSet as of June 30, 2023 EBITDA based on GPP Financial Projections Exhibit (c)(6)

Project Kernel Analysis at Various Prices Source: FactSet as of July 6, 2023 EBITDA based on GPP Financial Projections Exhibit (c)(7)

Project Kernel Analysis at Various Prices Source: FactSet as of July 24, 2023 EBITDA based on GPP Financial Projections GPRE Initial Proposal GPRE Revised Proposal GPP Initial Counter Exhibit (c)(8)

Project Kernel Analysis at Various Prices Source: FactSet as of July 28, 2023 EBITDA based on GPP Financial Projections GPRE Initial Proposal GPRE Revised Proposal GPP Initial Counter GPP Revised Counter Exhibit (c)(9)

Project Kernel Analysis at Various Prices Source: FactSet as of July 31, 2023 EBITDA based on GPP Financial Projections GPRE Initial Proposal GPRE Revised Proposal GPP Initial Counter GPP Revised Counter Exhibit (c)(10)

Project Kernel Analysis at Various Prices Source: FactSet as of August 2, 2023 EBITDA based on GPP Financial Projections GPRE Initial Proposal GPRE Revised Proposal GPP Initial Counter GPP Revised Counter GPRE Second Revised Proposal Exhibit (c)(11)

Discussion Materials for the Conflicts Committee of the Board of Directors of Green Plains Holdings LLC August 8, 2023 Exhibit (c)(12)

These materials have been prepared by Evercore Group L.L.C. (“Evercore”) for the Conflicts Committee (the “Conflicts Committee”) of the Board of Directors of Green Plains Holdings LLC (the “General Partner” or “GPP GP”), the general partner of Green Plains Partners LP (“GPP” or the “Partnership”), to whom such materials are directly addressed and delivered and may not be used or relied upon for any purpose other than as specifically contemplated by a written agreement with Evercore. These materials are based on information provided by or on behalf of the Conflicts Committee and/or other potential transaction participants, from public sources or otherwise reviewed by Evercore. Evercore assumes no responsibility for independent investigation or verification of such information and has relied on such information being complete and accurate in all material respects. To the extent such information includes estimates and forecasts of future financial performance prepared by or reviewed with the management of the Partnership and/or other potential transaction participants or obtained from public sources, Evercore has assumed that such estimates and forecasts have been reasonably prepared on bases reflecting the best currently available estimates and judgments of such management (or, with respect to estimates and forecasts obtained from public sources, represent reasonable estimates). No representation or warranty, express or implied, is made as to the accuracy or completeness of such information and nothing contained herein is, or shall be relied upon as, a representation, whether as to the past, the present or the future. These materials were designed for use by specific persons familiar with the business and affairs of the Partnership. These materials are not intended to provide the sole basis for evaluating, and should not be considered a recommendation with respect to, any transaction or other matter. These materials have been developed by and are proprietary to Evercore and were prepared exclusively for the benefit and internal use of the Conflicts Committee. These materials were compiled on a confidential basis for use by the Conflicts Committee in evaluating the potential transaction described herein and not with a view to public disclosure or filing thereof under state or federal securities laws, and may not be reproduced, disseminated, quoted or referred to, in whole or in part, without the prior written consent of Evercore. These materials do not constitute an offer or solicitation to sell or purchase any securities and are not a commitment by Evercore (or any affiliate) to provide or arrange any financing for any transaction or to purchase any security in connection therewith. Evercore assumes no obligation to update or otherwise revise these materials. These materials may not reflect information known to other professionals in other business areas of Evercore and its affiliates. Evercore and its affiliates do not provide legal, accounting or tax advice. Accordingly, any statements contained herein as to tax matters were neither written nor intended by Evercore or its affiliates to be used and cannot be used by any taxpayer for the purpose of avoiding tax penalties that may be imposed on such taxpayer. Each person should seek legal, accounting and tax advice based on his, her or its particular circumstances from independent advisors regarding the impact of the transactions or matters described herein. Disclaimer

Table of Contents Section Executive Summary Current Ethanol Market Overview Green Plains Partners LP Situation Analysis Preliminary Valuation of GPP Common Units Green Plains Inc. Situation Analysis Preliminary Valuation of GPRE Common Shares Analysis of the Proposed Exchange Ratio Pro Forma Analysis Appendix Additional Pro Forma Considerations Illustrative GPP Unitholder Tax Analysis Weighted Average Cost of Capital Analysis I II III IV V VI VII VIII

Executive Summary

Executive Summary Evercore Group L.L.C. (“Evercore”) is pleased to provide the following materials to the Conflicts Committee (the “Conflicts Committee”) of the Board of Directors of Green Plains Holdings LLC (the “General Partner” or “GPP GP”), the general partner of Green Plains Partners LP (“GPP” or the “Partnership”), regarding the proposed acquisition by Green Plains Inc. (“GPRE” or the “Company”) of all of the outstanding common units (the “Common Units”) of the Partnership not already owned by GPRE, the General Partner, or their respective affiliates (the “Unaffiliated Unitholders”), in exchange for GPRE common shares (“Common Shares”) (the “Proposed Transaction”) On May 3, 2023, GPRE proposed to acquire each Common Unit owned by the Unaffiliated Unitholders at a fixed exchange ratio of 0.3913x Common Shares which was subsequently revised to 0.4304x common shares on August 3, 2023 (the “Proposed Exchange Ratio”) Based on GPRE’s closing share price of $31.77 on August 4, 2023, implies a $13.67 GPP value (4.5% premium to the May 3, 2023 price and a 5.0% premium to GPP’s 30-day volume-weighted average price (“VWAP”) as of May 3, 2023) GPRE currently owns 11,586,548 Common Units (48.8%) and 100% of Green Plains Holdings LLC, which owns a 2.0% general partner interest in the Partnership as well as the Partnership’s incentive distribution rights (the “IDRs”) The materials herein include: An executive summary, including an overview of the Proposed Transaction, including summary proposed terms and a summary overview of GPP’s current partnership structure A current situation analysis for GPP, including financial projections for GPP as provided by GPP management (the “GPP Financial Projections”) and a review of the assumptions utilized by GPP management in deriving such financial projections A preliminary valuation of the Common Units A current situation analysis for GPRE, including financial projections for GPRE (the “GPRE Financial Projections”) and a review of the assumptions utilized by GPRE management in deriving such financial projections A preliminary valuation of the Common Shares An analysis of the Proposed Exchange Ratio An analysis of the pro forma impact of the Proposed Transaction on the combined entity In the Appendix: (i) additional pro forma considerations; (ii) a summary of the tax impact of the Proposed Transaction to the Unaffiliated Unitholders as provided by PricewaterhouseCoopers LLP and (iii) an analysis of GPP and GPRE cost of capital Introduction and Overview of Materials 1

Executive Summary Updated for most recent Proposed Exchange Ratio Updated for second quarter ended June 30, 2023 financial information Updated for changes in market prices which resulted in: An increase in the GPP cost of equity utilized in the Discounted Distribution Analysis from 10.25% - 11.25% to 11.0% - 12.0% An increase in the GPRE weighted average cost of capital (“WACC”) utilized in the Discounted Cash Flow Analysis from 10.5% - 11.5% to 11.0% - 12.0% Updated for changes in Wall Street Research forecasts and price targets Adjusted the GPRE Peer Group Trading Analysis methodology to not deduct the present value of projected growth capital expenditures Changes Since June 30, 2023 Discussion Materials 2

Executive Summary Overview of the Transaction Counterparties Green Plains Partners LP (“GPP” or the “Partnership”) Green Plains Inc. (“GPRE” or the “Company”) Transaction Summary GPRE to acquire 100% of the Common Units owned by the Unaffiliated Unitholders GPP will cease to be a publicly-traded partnership Proposed Exchange Ratio The Unaffiliated Unitholders will receive 0.4304 Common Shares for each Common Unit Timing and Approvals Approval of the Conflicts Committee and the board of directors of the general partner of GPP Requires approval from 50.0% of the holders of Common Units, including the 49.8% of the Common Units owned by GPRE and its affiliates (requires 0.3% of Unaffiliated Unitholders to approve) Other The Proposed Transaction is structured to be taxable to the Unaffiliated Unitholders resulting in: (i) realization of the taxes on deferred income and capital gains for Unaffiliated Unitholders and (ii) a tax basis step-up on the Unaffiliated Unitholders’ interest in GPP for GPRE 3

Executive Summary Summary Organizational Structure and Transaction Economics Source: Public filings, FactSet as of August 4, 2023 Per GPP’s Q2 2023 10-Q filing as of June 30, 2023 Includes 2.0% General Partner interest $230.0 million 2.25% Convertible Notes due March 2027 assumed to convert into 7.3 million GPRE Common Shares % ADTV represents the number of GPRE shares issued as consideration as a percentage of the average daily trading volume of GPRE shares during the latest 30 trading days Green Plains Holdings LLC (the “General Partner”) Operating Companies Unaffiliated Unitholders 11,678,285 Common Units1 2.0% General Partner Interest and Incentive Distribution Rights Green Plains Partners LP (Nasdaq: GPP) (23,739,626 total units)2 (Nasdaq: GPRE) 11,586,548 Common Units1 100.0% 100.0% 49.2% LP Interest 48.8% LP Interest Current Partnership Ownership Structure Proposed Transaction Overview ($ in millions, except per unit / share amounts) Pro Forma Ownership 4

Executive Summary Historical GPP / GPRE Implied Exchange Ratio Since January 1, 2022 Favorable to GPP Favorable to GPRE Source: FactSet as of August 4, 2023 5

Executive Summary Analysis at Various Prices Source: FactSet as of August 4, 2023 EBITDA based on GPP Financial Projections GPRE Initial Proposal GPRE Revised Proposal GPP Initial Counter GPP Revised Counter GPRE Second Revised Proposal 6

Executive Summary GPP Common Unit Trading Data Source: FactSet as of August 4, 2023 Implied Proposed Consideration at May 3, 2023 Offer Date: $13.08 7

Executive Summary Side-by-Side Analysis ($ in millions, except per unit / share amounts) Note: Balance sheet data per Partnership / Company filings as of June 30, 2023 Source: Factset, public filings, GPRE management as of August 4, 2023 Includes 2.0% General Partner interest $230.0 million 2.25% Convertible Notes due March 2027 assumed to convert into 7.3 million GPRE Common Shares 8

Executive Summary Indexed Price Performance Source: FactSet, Public filings GPRE Peer Group Average calculated as the average indexed performance of publicly traded alternative fuels companies (ADM, ALTO, AMTX, ANDE, BG, DAR, INGR, and REX) 1 3 9

Current Ethanol Market Overview

Current Ethanol Market Overview Overview of Ethanol Plant Feedstock and Products Corn Feedstock Products Source: World of Corn, United States Department of Agriculture (“USDA”), United States Energy Information Administration (“EIA”), Renewable Fuels Association, U.S. Census Bureau 2021 – 2022 production season vs. 2011 – 2012 production season Ethanol Distillers’ Grains with Solubles (“DGS”) Corn Oil Dried DGS Wet DGS Corn remains a major U.S. agricultural product 2021 U.S. corn crop is valued at $82.4 billion As a feedstock, corn is primarily used for ethanol and corn oil production Ethanol has increased in recent years due to federal mandates The U.S. ethanol industry consumed approximately 37.8% of the 2022 U.S. corn crop Ethanol is a biofuel that is widely used in the U.S., particularly in motor vehicles and the primary output of ethanol plants The U.S. consumed 13.9 billion gallons of fuel ethanol in 2021 The U.S. has been the world’s top ethanol producer since 2005, with 192 operating plants as of 2022 Ethanol can also be produced with wheat or sugarcane DGS is a cereal byproduct of the ethanol distillation process that is primarily used as an animal feed 45% of the 2021 U.S. corn crop was used as animal feed DGS is particularly used as feed for ruminants such as cattle and sheep DGS is initially produced with up to 70% moisture, making long-distance delivery non-economic Wet DGS average shelf life of ten days reduces its value relative to Dried DGS Drying DGS to 10-12% moisture makes long-distance delivery economic and significantly extends shelf life Corn oil is primarily used as a feedstock for biodiesel or agricultural feed usage Corn oil also has various industrial and medical applications U.S. corn oil production has increased by 68% over the past decade1 U.S. Corn Used for Ethanol and Dried DGS Production (billion bushels) Z COVID Market Impact 10

Current Ethanol Market Overview U.S. Ethanol Market Trends U.S. Fuel Ethanol Exports by Destination U.S. Ethanol Capacity and Production Source: EIA, USDA U.S. Ethanol Domestic Use & Export vs. Production From 2007 to 2011, U.S. ethanol production increased at a compound annual growth rate (“CAGR”) of approximately 18.7% to meet domestic U.S. demand and export demand, which increased at a compound annual growth rate of approximately 68.2% over the same period From 2013 to 2022 annual U.S. fuel ethanol consumption ranged from a low of 12.7 billion gallons (“BG”) in 2020 to a high of 14.6 BG in 2018 while U.S. production ranged from a low of 13.3 BG in 2013 to a high of 16.1 BG in 2018 During 2022, the U.S. exported approximately 1.4 BG of ethanol Canada, South Korea, India and the EU have been the largest export markets for U.S. ethanol 11

According to the EIA, there were 192 ethanol plants in the U.S. with aggregate annual capacity of approximately 17.4 BG as of January 2022 In the U.S., ethanol is primarily used as a gasoline blending component The U.S. fuel ethanol production market is fragmented, with the top five producers accounting for approximately 44% of total capacity through 69 plants Smaller producers compete on the strength of local supply and offtake markets and efficiency of operations – scale is not considered crucial to remaining competitive U.S. Ethanol Production Overview U.S. Ethanol Plant Map (192 plants) Source: EIA, Renewable Fuels Association EIA as of January 2022 U.S. Production Capacity by Producer1 (Billion Gallons per Year) Current Ethanol Market Overview U.S. Ethanol Plant Utilization POET Valero ADM Green Plains Andersons/Marathon All Others 12

High protein feeds are animal foods that contain approximately 30% to 60% protein, versus traditional animal feeds with less than 20% protein Traditional feeds, including distillers dried grains and soybean meal, were produced as by-products of corn and soy crushing to produce ethanol, soybean oil, vegetable oil and other traditional primary products Types of high protein feeds include fish meal, corn gluten meal and high protein soy meal Feeds with high protein concentrations sell at a premium given: Feeder / young livestock require a higher protein percent to properly develop and to develop more rapidly High protein contents decrease mortality rates of aquatic species High protein diets are growing in popularity for the domestic animal food industry The global animal feed protein market is estimated to be approximately $290 billion as of 2022 and is expected to surpass $420 billion by 2032, a 3.5% CAGR driven by rising demand for livestock feed and in the pet industry Current Ethanol Market Overview U.S. Feed Protein Market Overview Historical Average Protein Prices by Production Season ($ / ton) (% Protein Concentration) Source: USDA Note: (Percent) Represents average protein content Indexed High Protein Feed Consumption 5-Year Average Price ($ / ton) 13

Current Ethanol Market Overview Historical U.S. Midwest Corn Gluten Meal Wholesale Market Prices Source: USDA ($ per ton) GPRE Average Projected UHP Price Renewable Fuel Standard Enacted Renewable Fuel Standard Expanded 14

Green Plains Partners LP Situation Analysis

Green Plains Partners LP Situation Analysis Partnership Overview Description Ethanol Storage Tanks Historical Revenue Contribution Historical Adjusted EBITDA Source: Public filings ($ in millions) Green Plains Partners LP is a Delaware master limited partnership formed in 2015 by Green Plains Inc. to provide downstream logistics services for GPRE’s ethanol production plants As of 2022 GPP operates, primarily for GPRE: 27 ethanol storage tanks with an aggregate capacity of 25.1 million gallons Fuel terminals in Birmingham, Alabama and Collins, Mississippi (collectively “Blendstar”) with an aggregate capacity of 6.7 million gallons 2,500 railcars with an aggregate capacity of 75 million gallons and 19 trucks and tankers In April 2023 GPP determined to sell its trucking operations In July 2023 GPRE / GPP sold the ethanol plant and associated storage assets located in Atkinson, Nebraska GPP intends to spend $6.2 million to expand the Birmingham rail loop to increase the number of cars per train and avoid an additional fee levied by BNSF 15

Green Plains Partners LP Situation Analysis Recent GPRE and GPP Financial and Operating Performance GPRE Ethanol Production (Gallons) Crush Margin per Gallon Storage & Throughput Gallons (mm) GPP Terminal Services Gallons (mm) Source: Public filings, Wall Street Research Adjusted EBITDA ($ MM) Railcar Capacity Billed (Daily Avg.) 16

Green Plains Partners LP Situation Analysis Summary Market Data Public Trading Statistics Balance Sheet and Credit Data Unit Price and Distribution per Unit Source: FactSet, Public filings GP / IDR Distribution Profile ($ in millions, except per unit amounts) 17

Green Plains Partners LP Situation Analysis Green Plains Partners Unit Ownership Summary Source: FactSet as of August 4, 2023; Public filings; Wall Street Research Top 20 Institutional Unitholders Unit Ownership Breakdown Unit Ownership Summary Harvest / No Street Ownership Summary Harvest becomes No Street 18

Source: Public filings, Press releases, Wall Street research, FactSet Crude Oil and Refined Products Terminal Trading Statistics ($ in millions, except per share / unit amounts) Green Plains Partners LP Situation Analysis 19

Green Plains Partners LP Situation Analysis GPP Financial Projections – Assumptions Source: GPP management The GPP Financial Projections as provided by GPP management and reviewed by Evercore, incorporate the following assumptions: Trucking assets are sold at the beginning of Q2 2023E for total consideration of $2.0 million Forecasted fees and volumes as follows assuming storage and logistics fees after the minimum volume commitment (“MVC”) with GPRE expires in Q2 2029E based on GPP management’s view of market rates O&M expense per gallon of $0.0033 on Throughput (Storage) Volumes, $0.018 on Blendstar Throughput Volumes and $0.0255 on Logistics Volumes SG&A expense of $4.2 million in 2023E and $4.0 million each year thereafter Cash taxes equal to 0.50% of pre-tax income Maintenance capital expenditures of $0.4 million per year 20

Green Plains Partners LP Situation Analysis GPP Financial Projections – Assumptions (cont’d) Source: GPP management Interest income earned on average cash balance utilizing 5.00% SOFR Interest on GPP’s 2026 Term Loan Facility utilizing 5.00% SOFR plus 8.00% GPP’s 2026 Term Loan Facility allows one optional principal prepayment of $1.5 million per quarter. The GPP Financial Projections include a $1.5 million principal prepayment in Q2 2023E Principal payments of $5.0 million per quarter begin in Q3 2026E until the 2026 Term Loan Facility is fully repaid in Q2 2029E Growth capital expenditures of $6.0 million in 2023E related to the Birmingham rail loop expansion Working capital requirements assume 40-days of revenue for accounts receivable and accounts payable based on O&M expense with pre-paid expenses equal to 30% of O&M expense Distribution per LP unit of $1.82 from 2023E through 2025E, then decreasing to $1.41 in 2026E, $1.00 from 2027E through 2028E, $0.90 in 2029E and $0.80 in 2030E Distribution reductions in 2026E, 2027E, 2029E, and 2030E driven by discretionary Term Loan repayments beginning Q3 2027E 13,605 units issued each Q3 as stock-based compensation, no other LP units issued or repurchased throughout the projection period 21

Green Plains Partners LP Situation Analysis GPP Operating Projections Summary Source: GPP management GPRE Ethanol Production (MMGal) and Utilization % Volumes by Segment Fees ($ / Gallon) Revenue by Segment ($ MM) 22

Green Plains Partners LP Situation Analysis GPP Financial Projections Summary ($ in millions) Source: GPP management EBITDA Distributable Cash Flow Distributed Cash Flow Net Debt ($ MM) | Net Debt / LTM EBITDA 23

Green Plains Partners LP Situation Analysis GPP Financial Projections – Summary EBITDA Build ($ in millions, unless otherwise noted) Source: GPP management 1. 2023E GPRE Operating Statistics and GPRE Volumes do not adjust for Q1 2023 Actuals 24

Green Plains Partners LP Situation Analysis GPP Financial Projections – Summary Cash Flows ($ in millions, except per unit amounts) Source: GPP management 25

Green Plains Partners LP Situation Analysis GPP Financial Projections – Summary Sources and Uses ($ in millions) Source: GPP management 26 Sources Uses

Preliminary Valuation of GPP Common Units

Preliminary Valuation of GPP Common Units Valuation Methodologies Methodology Description Metrics/Assumptions Discounted Cash Flow Analysis Values the Common Units based on the concepts of the time value of money. In performing its analysis, Evercore: Utilized varying WACC discount rates and applied various perpetuity growth rates to derive after-tax valuation ranges for the GPP Common Units Calculated terminal values based on a range of multiples of EBITDA as well as assumed perpetuity growth rates Discounted the projected cash flows to June 30, 2023 WACC based on the Capital Asset Pricing Model (“CAPM”) Unitholder effective tax rate of 29.6% (80.0% at 37.0% top bracket) from 2023E to 2025E and a tax rate of 37.0% for 2026E and terminal value EBITDA exit multiple of 7.0x to 9.0x and a perpetuity growth rate of (1.0%) to 1.0% Discounted Distributions Analysis Values the Common Units based on the present value of the future cash distributions to GPP unitholders Discounted projected distributions to June 30, 2023 Terminal yield range of 12.0% to 16.0% Cost of equity of 11.0% to 12.0% based on CAPM Peer Group Trading Analysis Values the Common Units based on peer group’s current market enterprise value multiples of relevant EBITDA Peer group selected from MLPs and corporations with assets similar to those owned by GPP Enterprise Value / EBITDA multiples applied to 2023E and 2024E EBITDA Precedent M&A Transaction Analysis Values the Common Units based on multiples of transaction value to EBITDA in historical transactions involving assets similar to those owned by GPP Enterprise Value / EBITDA multiples applied to 2023E EBITDA Premiums Paid Analysis Values the Common Units based on historical premiums paid in (i) MLP buy-ins and (ii) MLP mergers since 2018 Range of 1-Day spot, 20-Day and 60-Day volume weighted average price (“VWAP”) premiums paid applied to relevant unit prices Analyst Price Targets Based on the minimum and maximum price targets set by Wall Street research analysts Uses current analyst price targets 52-Week Trading Range Based on recent stock trading prices Based on closing prices for the Common Units during the period of August 4, 2022 to August 4, 2023 The following sets forth the methodologies utilized by Evercore in its preliminary valuation of the Common Units, each assuming a June 30, 2023 valuation date For Reference Only 27

Preliminary Valuation of GPP Common Units Preliminary Valuation Summary Source: Factset, partnership filings, GPP management As of August 4, 2023 For Reference Only 28

Preliminary Valuation of GPP Common Units Discounted Cash Flow Analysis ($ in millions, except per unit amounts) Summary Result Sensitivity Analysis Source: GPP management 2023E Tax D&A assumes 80% bonus depreciation calculated as the implied enterprise value plus 2023E capital expenditures; 2024E+ Tax D&A is calculated assuming bonus depreciation phase out as follows: 80% in 2023E, 60% in 2024E, 40% in 2025E, 20% in 2026E and 0% in 2027E and 2028E Assumes unitholder effective tax rate of 29.6% (80.0% of 37.0% tax rate) through 2025E, and a unitholder effective tax rate of 37.0% in 2026E and in perpetuity Includes 2.0% general partner interest, economically equivalent to 474,793 LP Units as of June 30, 2023 29

Preliminary Valuation of GPP Common Units Discounted Distribution Analysis ($ in millions, except per unit amounts) Source: FactSet, GPP management Values LP units based on distributions Based on GPP’s 52-week yield range of 12.3% to 15.2% with a median of 14.1% and mean of 14.1% as of August 4, 2023 Sensitivity Analysis 30

Source: Public filings, Press releases, Wall Street research, FactSet Peer Group Trading Analysis ($ in millions, except per share / unit amounts) Preliminary Valuation of GPP Common Units 31

Preliminary Valuation of GPP Common Units Peer Group Trading Analysis (cont’d) ($ in millions, except per unit amounts) Source: FactSet, GPP management Includes 2.0% general partner interest, economically equivalent to 474,793 LP Units as of June 30, 2023 32

Preliminary Valuation of GPP Common Units Precedent M&A Transaction Analysis Precedent Crude Oil and Refined Products Terminalling Transactions Source: Public filings, Investor presentations, Wall Street research Includes 2.0% general partner interest, economically equivalent to 474,793 LP Units as of June 30, 2023 Precedent M&A Transaction Analysis ($ in millions, except per unit amounts) 33

Premiums Paid Analysis Source: Bloomberg, FactSet, Public filings VWAP premiums paid are calculated by dividing the value of the offer, defined as the exchange ratio multiplied by the closing price of the acquiror’s shares / units on the last trading day prior to announcement plus any cash received, by the 30- or 60-trading day VWAP of the target as calculated from the last undisturbed trading day prior to the announcement Preliminary Valuation of GPP Common Units 34

Preliminary Valuation of GPP Common Units Premiums Paid Analysis (cont’d) Source: FactSet For Reference Only 35

Preliminary Valuation of GPP Common Units Sensitivity Cases – Assumptions In addition to the GPP Financial Projections, Evercore considered three sensitivity cases with respect to: (i) the throughput and logistics rates charged to GPRE following the expiration of the MVC and (ii) GPP’s distribution policy while holding volumes consistent with the GPP Financial Projections GPP Financial Projections (32% decline in Throughput Rate and 17% decline in Logistics Rate) No decline in Throughput Rate or Logistics Rate / 1.00x distribution coverage 10% decline in Throughput Rate and 5% decline in Logistics Rate / 1.00x distribution coverage 20% Decline in Throughput Rate and 10% decline in Logistics Rate / 1.30x distribution coverage Throughput Rate by Case ($ / Gallon) Logistics Rate by Case ($ / Gallon) 0% Decline in Rates / 1.00x Distribution Coverage 10% Decline in Throughput Rate / 5% Decline in Logistics Rate / 1.00x Distribution Coverage 20% Decline in Throughput Rate / 10% Decline in Logistics Rate / 1.30x Distribution Coverage GPP Financial Projections GPP Financial Projections Sensitivity Cases 36

Preliminary Valuation of GPP Common Units Sensitivity Cases – Adjusted EBITDA and Distribution per Unit Comparison Adjusted EBITDA ($ MM) Distributions per Unit 0% Decline in Rates / 1.00x Distribution Coverage 10% Decline in Throughput Rate / 5% Decline in Logistics Rate / 1.00x Distribution Coverage 20% Decline in Throughput Rate / 10% Decline in Logistics Rate / 1.30x Distribution Coverage GPP Financial Projections 37

Preliminary Valuation of GPP Common Units Sensitivity Cases – Preliminary Valuation Summary Source: Factset, Partnership filings, GPP management As of August 4, 2023 38

Green Plains Inc. Situation Analysis

Green Plains Inc. Situation Analysis Company Overview Description Production Facilities Historical Adjusted EBITDA Source: Public filings As of December 31, 2022 Excludes intersegment eliminations ($ in millions) Green Plains Inc. is an Omaha, Nebraska headquartered firm founded in 2004 as a producer of low-carbon fuels, primarily ethanol GPRE has recently shifted strategy to be a sustainable biorefinery platform producing ethanol as well as Ultra-High Protein and Renewable Corn Oil GPRE is the General Partner of GPP and owns ~51% of the Partnership GPRE facilities are capable of processing approximately 309 million bushels of corn per year and producing approximately: 903 million gallons per year of ethanol 2.7 million tons per year of distillers grains and Ultra-High Protein1 278 million pounds per year of renewable corn oil Historical External Revenue Contribution2 39

Green Plains Inc. Situation Analysis Summary Market Data Public Trading Statistics Balance Sheet and Credit Data Share Price Source: FactSet, Public filings Note: $230.0 million 2.25% Convertible Notes due March 2027 assumed to convert into 7.3 million GPRE Common Shares ($ in millions, except per share amounts) Source: FactSet, Public filings Note: $230.0 million 2.25% Convertible Notes due March 2027 assumed to convert into 7.3 million GPRE Common Shares Down from $130.0 million as of June 28, 2023 40

Green Plains Inc. Situation Analysis Green Plains Inc. Wall Street Research Selected Price Targets Evolution of Analyst Ratings EBITDA Estimates Source: FactSet, Wall Street Research as of August 4, 2023 ($ in millions, except per share amounts) 41

Many analysts (Jefferies, Craig Hallum, Oppenheimer included) attributed the Q1 2023 miss to volatile ethanol markets, weaker crush margins, and increasing feedstock prices Analysts perceive GPRE as being on track with its transition to GPRE 2.0, as judged by key metrics such as rising run-rate Ultra-High Protein production, full production at existing 5 facilities, and heightened yields (on track for 4.0 lb UHP / bushel vs expected 3.5 lb) The biggest point of concern among research analysts is the projected UHP pricing premium, as, while still a significant value add (~$60 million EBITDA in 2022), it appears to be coming in below management’s expected J-Curve Research analysts project that beginning in 2025, GPRE’s partnership with Summit Carbon Solutions will contribute $50 – $100 million in EBITDA uplift due to a lower CI score with the possibility for further increases from IRA clarification Research analysts expect GPRE 2.0 to be rewarded by the diversity and transparency of its various business operations, and believe they are all viable opportunities to transition away from strict reliance on ethanol Wall Street Research Commentary Regarding Green Plains 2.0 Green Plains Inc. Situation Analysis Analyst Commentary While pointing to a more favorable ethanol crush margin backdrop, we reiterate our view that GPRE is on the precipice of delivering its biorefinery transformation vision. With our first look at UHP sales volumes, we are encouraged by production rates … Looking across each of its growth pillars (protein, oil, sugar, carbon), GPRE has multiple ways to win, however we see only one or two as needed to drive sustained positive EBITDA, and reduced earnings volatility. - Oppenheimer (May 2023) The company continues to make good progress on its 60% protein content product (for aquafeed), which comes with significantly higher premium. Sales towards that market could start in earnest by 4Q22 and grow from there. Additionally, we believe that pricing for recurring business is likely to increase as customers are satisfied with the results of their first order. - BofA Securities (May 2023) The good news is this [GPRE 2.0] plan continues to show tangible progress with full production of High Proteins reached at five plants with strong commercial demand, increased yields for renewable corn oil, Clean Sugars progressing towards the start-up of production at its Shenandoah, IA plant in early 2024, and the overall Carbon Capture opportunity becoming clearer. In addition, GPRE announced its offer to acquire Green Plains Partners (GPP) which would simplify its organization structure, reduce OpEx, and be accretive to cash flow. - Craig-Hallum (May 2023) Source: Wall Street Research 42

Green Plains Inc. Situation Analysis Green Plains Inc. Share Ownership Summary Source: FactSet as of August 4, 2023; Public filings; Wall Street Research Top 20 Institutional Shareholders Share Ownership Breakdown Share Ownership Summary 43

Source: Public filings, Press releases, Wall Street research, FactSet GPRE Peer Trading Statistics ($ in millions, except per share amounts) Green Plains Inc. Situation Analysis 44

Source: Public filings, Press releases, Wall Street research, FactSet Note: Pie charts represent 2022 revenue split GPRE Peer Business Overview Green Plains Inc. Situation Analysis Clean Fuels Peers Ethanol production company based in California, pursuing renewable natural gas, sustainable aviation fuel, renewable diesel and CCUS opportunities Specialty ingredients manufacturer focused on converting bio-nutrient streams into ingredients for food, feed, renewable diesel and other fuels Distiller and refiner specializing in ethanol, distiller’s grains, and natural gas products with plans for CCUS and other clean energy endeavors Ethanol production company Pursuing opportunities such as SAF, renewable diesel and CCUS Enterprise Value < $1 billion P P Produces specialty ingredients used for feed and fuel Operates renewable diesel business with Valero (Diamond Green Diesel) Enterprise value > $15 billion P Ethanol production company Pursuing opportunities in clean energy including CCUS Enterprise value < $1 billion P P 45

Source: Public filings, Press releases, Wall Street research, FactSet Note: Pie charts represent 2022 revenue split GPRE Peer Business Overview (cont’d) Green Plains Inc. Situation Analysis Agriculture & Ingredients Peers Largest producer of specialty alcohols in the US. Fuel ethanol production capacity of 210 MMGpy and specialty alcohol capacity of 140 MMGpy. Also markets and distributes third-party ethanol Agricultural company with operations in production, distribution, and marketing of grains, ethanol, oils and renewable diesel feedstocks Food processing and agricultural ingredient manufacturing company. Produces renewable feedstocks, specialty proteins and sustainable fuels Food and beverage ingredients provider primarily manufacturing sweeteners, starches and plant-based protein options Global oilseed and grains processor producing vegetable oils, protein meals and packaged plant-based oils 46

Green Plains Inc. Situation Analysis Overview of GPRE Segments ($ in millions) 47

Asset Summary Matrix 2027E capacity net of fully integrated biorefinery expansions and CST installation impacts at various facilities Current capacity DCO financials are not currently included in the GPRE Financial Projections In service by 2028. Reflects base capacity. CO2 capacity is offset by CST installations and will be reduced as additional CST operations come online at Madison, Obion, Wood River and York facilities. CP = Carbon Pipeline Partnership facility; DI = Direct Inject facility; Offtake = Carbon Offtake facility Central City (NE) Fairmont (MN) Madison (IL) Mount Vernon (IN) Obion (TN) Wood River (NE) Shenandoah (IA) Superior (IA) Otter Tail (MN) Atkinson (NE) York (NE) Full Ethanol Capacity (MMGal)1 156 119 120 90 120 121 82 60 55 552 502 MSC (DCO and Ultra-High Protein) Completion Date Complete Q4 2024 Q3 2024 Complete Complete Complete Complete Remaining Capital Expenditures $ - $69 $69 $ - $ - $ - $ - Full UHP Capacity (K tons) 84 64 65 48 65 65 44 Full DCO Capacity (MMlbs)3 63 47 47 47 63 47 49 CST Completion Date Q2 2026 Q3 2025 Q4 2026 Q2 2024 Remaining Capital Expenditures $56 $106 $76 $36 Full Capacity (MMlbs) 554 1,047 745 475 Carbon (CP) (CP) (Offtake) (DI) (Offtake) (CP) (CP) (CP) (CP) Completion Date Q4 2024 Q4 2024 FY2028 Q4 2026 FY2028 Q4 2024 Q4 2024 Q4 2024 Q4 2024 Remaining Capital Expenditures $ - $ - $ - $61 $ - $ - $ - $ - $ - Full Capacity (K tons) 458 343 3434 343 3434 172 243 200 200 ü ü ü ü ü ü ü ü ü ü ü ü ü ü ü ü ü ü ü ü Green Plains Inc. Situation Analysis ($ in millions) 48

Green Plains Inc. Situation Analysis ($ in millions, unless otherwise noted) GPRE Segment Level Financial Projections – Fuel Ethanol Source: GPRE management The Fuel Ethanol segment incorporates the following operating assumptions: The Central City Plant is forecasted to complete a 40.0 MMGY capacity expansion in Q3 2025E at a cost of $50.0 million. Capacity at the Madison Plant increases by 30.0 MMGY in Q4 2025E, with no incremental capital expenditures Atkinson and York plants assumed to be idled beginning in Q1 2024E Ethanol production declines as installed CST capacity shifts plant grinding capacity to CST feedstock Assumes plant utilization of 90% Operating expenses are subject to a total cap of $0.32 / gallon and include the following: Natural gas usage constant at 0.08 MMBtu / bushel, natural gas price held constant at $5.49 / MMBtu Denaturant usage of 0.06 gallons / bushel, denaturant price held constant at $2.18 / gallon Electricity usage constant at 2.39 kWhs / bushel, electricity cost held constant at $0.07 / kWh Chemicals, yeast and enzymes cost held constant at $0.23 / bushel Repairs & maintenance expense held constant at $0.05 / gallon of equivalent total production attributed proportionally between ethanol and clean sugars based on total production Biorefinery production labor expense held constant at $11.6 million per quarter, attributed proportionally between ethanol and clean sugars based on total production Fuel Ethanol Financial Summary Ethanol Production and Average Price 49

Green Plains Inc. Situation Analysis ($ in millions, unless otherwise noted) GPRE Segment Level Financial Projections – Corn Oil Source: GPRE management The Corn Oil segment incorporates the following operating assumptions: Corn oil yields of 0.80 pounds per bushel during ethanol production and an incremental 0.35 pounds per bushel during Ultra-High Protein production Operating expenses of $0.017 / pound includes: Chemical expense of $0.014 / pound Repairs and maintenance expense of $0.003 / pound The Corn Oil segment purchases Distillers Dried Grains from the Fuel Ethanol & CST segments Corn Oil Financial Summary Corn Oil Production and Average Price 50

Green Plains Inc. Situation Analysis ($ in millions, unless otherwise noted) GPRE Segment Level Financial Projections – Ultra-High Protein Source: GPRE management The UHP segment incorporates the following operating assumptions: Conversion completed on five plants as of Q1 2023A Fairmont and Madison plant conversions expected to be complete in Q1 2025E and Q3 2024E, respectively Fairmont: capital expenditures of $69.3 million and capacity of 16,030 tons Madison: capital expenditures of $68.9 million and capacity of 16,165 tons Ultra-High Protein capacity increases with ethanol expansions at Central City and Madison Protein yield ramp of 2.10 pounds per bushel in the first quarter of operations, 3.15 pounds per bushel in the second quarter of operations and 3.50 pounds per bushel thereafter Operating expense of $83.00 per ton The UHP segment purchases Distillers Dried Grains from the Fuel Ethanol & CST segments Ultra-High Protein Financial Summary Ultra-High Protein Production and Average Price 51

Green Plains Inc. Situation Analysis ($ in millions, unless otherwise noted) GPRE Segment Level Financial Projections – Ultra-High Protein JV Source: GPRE management Turnkey solution introduced to provide strategic partners with Fluid Quip MSC protein technology GPRE will commit up to 50% of capital required, as well as provide technological, marketing, and sourcing assistance for processing of Ultra-High Protein products and other distillers grains products In August 2021, GPRE established a 50/50 JV with Tharaldson Ethanol Plant I, LLC (“Tharaldson”), with MSC technology assets added adjacent to the Tharaldson Ethanol Plant in North Dakota The JV is aimed at producing Ultra-High Protein products and increasing renewable corn oil yields. The JV assets are anticipated to be fully-operational in early 2024 The UHP - JV segment incorporates the following operating assumptions: One operational JV through projection period $28.1 million in additional capital expenditures to complete MSC integration Operating expenses of $83.00 / ton Ultra-Protein JV Financial Summary Ultra-High Protein JV Production and Average Price 52

Green Plains Inc. Situation Analysis ($ in millions, unless otherwise noted) GPRE Segment Level Financial Projections – Clean Sugar Technology Source: GPRE management The Clean Sugar Technology segment incorporates the following operating assumptions: Shenandoah, Obion, Madison and Wood River plants assumed to receive conversions starting Q2 2024E, Q4 2025E, Q3 2026E and Q1 2027E, respectively Shenandoah: capital expenditures of $48.2 million and capacity of 38.6 MMGY Obion: capital expenditures of $106.3 million and capacity of 85.0 MMGY Madison: capital expenditures of $56.3 million and capacity of 45.0 MMGY Wood River: capital expenditures of $75.6 million and capacity of 60.5 MMGY Operating expenses are subject to a total cap of $0.74 / bushel and include the following identified costs: Natural gas usage of 0.02 MMBtu / bushel, natural gas price of $5.49 / MMBtu Electricity usage of 0.24 kWhs / bushel, at a rate of $0.07 / kWh Chemicals, yeast and enzymes expense of $0.41 / bushel Repairs & maintenance expense of $0.05 / gallon of total equivalent production, attributed proportionally between ethanol and clean sugars based on total production Biorefinery production labor expense held constant at $11.6 million per quarter, attributed proportionally between ethanol and clean sugars based on total production Clean Sugar Technology Financial Summary Clean Sugar Production and Average Price 53

Task % Complete May Jun Quarter 3 2023 Aug Sep Quarter 4 2023 Quarter 1 2024 Jul Aug Sep Oct Nov Dec Jan Feb CST Construction 8% Area 46 SACC 19% Tank Installation 50% Tank Pipe Rack 0% Tank Piping 0% Electrical / I&C Install 0% Area 46 Refinery 32% Foundation 0% Interior Steel Erection 0% PEMB Shell Erection 0% Electrical / I&C Install 0% Area 46 Evaporator 0% Steel Erection 0% Evaporator Setting 0% Piping 0% Electrical / I&C Install 0% Area 40 OSBL (North) 0% Foundation 0% Pipe Rack Erection 0% Piping 0% Electrical / I&C Install 0% Area 40 OSBL (South) 0% Foundation 0% Pipe Rack Erection 0% Piping 0% Electrical / I&C Install 0% Area 48 Loadout Building 0% Foundation 0% PEMB Shell Erection 0% Interior Steel Erection 0% Piping 0% Electrical / I&C Install 0% Area 48 Loadout Tanks 0% Tank Installation 0% Piping 0% Electrical / I&C Install 0% Area 49 Cooling Tower 0% Foundation 0% Tower Erection 0% Pipe Rack Erection 0% Piping 0% Electrical / I&C Install 0% Area 43 Chemical Offload 0% Foundation 0% Task Installation 0% Piping 0% Electrical / I&C Install 0% Mechanical Completion 0% 0% MCC Installation 0% Motors, Valves, Water, etc. 0% CST Start Up 2/2 0% Shenandoah CST Conversion Gantt Chart Green Plains Inc. Situation Analysis 12/29 2/2 Source: GPRE management 54

Green Plains Inc. Situation Analysis The financial projections for GPRE as provided by GPRE management and reviewed by Evercore, incorporate the following assumptions: Segment level financial projections as reviewed previously herein GPRE’s Adjusted EBITDA includes its wholly owned segments as well as the pro rata EBITDA attributable to GPRE in certain subsidiaries EBITDA attributable to noncontrolling interests: MLP Non-Crush third-party EBITDA assumed to be 5.5% of GPP EBITDA FQT third-party EBITDA of $13.5 million per year, and FQT ownership of 70.0% EBITDA attributable to GPRE’s 50.0% interest in the UHP JV CCUS includes cash flows related to both Pipeline and Direct Injection CCUS – Pipeline requires no capital expenditures and begins contributing to EBITDA in 2025E CCUS – Direct Injection requires $60.8 million of capital expenditures and generates approximately $25.8 million of EBITDA in 2027E CHP includes $7.5 million and $6.7 million of capital expenditures, net of tax credits, in 2024E and 2025E, respectively, related to the installation of CHP upgrades at Central City, Madison, Mount Vernon, Shenandoah and Wood River GPRE Financial Projections – Assumptions Source: GPRE management 55

Green Plains Inc. Situation Analysis Selling, General and Administrative expenses of $67.0 million in 2023E, escalated at 3% annually As GPRE’s debt instruments mature, cash on hand is utilized for principal payments Annual maintenance capital expenditures of 1.63% of gross property, plant and equipment Ospraie and BlackRock warrants projected to be exercised in Q3 2025E through Q1 2026E, generating gross proceeds of $56.1 million for 2.6 million shares (exercise price of $22.00 per share) Atkinson and York plants assumed to be sold for $20.0 million in Q1 2024E Working capital requirements assume an average of 12 days sales outstanding based on total revenue, an average of 37 days inventory outstanding based on total COGS, prepaid and other expenses based on an average of 2.3% of COGS + SG&A, an average of 16 days payables outstanding based on total COGS and accrued liabilities & other based on an average of 6.5% of COGS + SG&A GPRE Financial Projections – Assumptions (cont’d) Source: GPRE management 56

Green Plains Inc. Situation Analysis GPRE Financial Projections – Summary Cash Flows ($ in millions) Source: GPRE management 57

Green Plains Inc. Situation Analysis GPRE Financial Projections – Sources and Uses ($ in millions) Source: GPRE management 58

Preliminary Valuation of GPRE Common Shares

Preliminary Valuation of GPRE Common Shares Valuation Methodologies Methodology Description Metrics/Assumptions Discounted Cash Flow Analysis Values Common Shares based on the concepts of the time value of money. In performing its analysis, Evercore: Utilized varying WACC discount rates and applied various perpetuity growth rates to derive after-tax valuation ranges for the Common Shares Calculated terminal values based on a range of multiples of EBITDA as well as assumed perpetuity growth rates Discounted the projected cash flows to June 30, 2023 WACC based on CAPM Effective tax rate of 24.5% as provided by GPRE management EBITDA exit multiple of 7.5x to 8.5x and a perpetuity growth rate of 0.5% to 1.5% CCUS and CHP initiatives valued at historical investment and as such, all forecasted cash flows are removed from the valuation Peer Group Trading Analysis Values the Common Shares based on peer group’s current market enterprise value multiples of relevant EBITDA Peer group selected from corporations with assets similar to those owned by GPRE Enterprise Value / EBITDA multiples applied to 2024E and 2025E EBITDA CCUS and CHP initiatives valued at historical investment and as such, all forecasted cash flows are removed from the valuation Precedent M&A Transaction Analysis Values the Common Shares based on multiples of transaction value to EBITDA in historical transactions involving assets similar to those owned by GPRE Enterprise Value / EBITDA multiples applied to 2023E and 2024E EBITDA CCUS and CHP initiatives valued at historical investment and as such, all forecasted cash flows are removed from the valuation Analyst Price Targets Based on the minimum and maximum price targets set by Wall Street research analysts Uses current analyst price targets 52-Week Trading Range Based on recent stock trading prices Based on closing prices for the Common Shares during the period of August 4, 2022 to August 4, 2023 The following sets forth the methodologies utilized by Evercore in its preliminary valuation of the Common Shares, each assuming a June 30, 2023 valuation date For Reference Only 59

Preliminary Valuation of GPRE Common Shares Preliminary Valuation Summary For Reference Only Source: Factset, company filings, GPRE management As of August 4, 2023 60

Preliminary Valuation of GPRE Common Shares Discounted Cash Flow Analysis ($ in millions, except per share amounts) Sensitivity Analysis Source: GPRE management Note: Adjusted EBITDA excludes CCUS and CHP EBITDA Cash taxes as per GPRE management Net Debt and Fully Diluted Share Count adjusts for redemption of $230 million 2.25% Convertible Notes Due March 2027 if the median Implied Value per Share is above $31.6250, Fully Diluted Share Count adjusts for exercise of Ospraie and BlackRock warrants if the median Implied Value per Share is above $22.00, treasury stock method at the median Implied Value per Share used for warrant redemptions Summary Result 61

Source: Public filings, Press releases, Wall Street research, FactSet Peer Group Trading Analysis ($ in millions, except per share amounts) Preliminary Valuation of GPRE Common Shares Peer Trading Statistics 62

Source: Public filings, Press releases, Wall Street research, FactSet Note: Adjusted EBITDA excludes CCUS and CHP EBITDA Net Debt and Fully Diluted Share Count adjusts for redemption of $230 million 2.25% Convertible Notes Due March 2027 if the median Implied Value per Share is above $31.6250, Fully Diluted Share Count adjusts for exercise of Ospraie and BlackRock warrants if the median Implied Value per Share is above $22.00, treasury stock method at the median Implied Value per Share used for warrant redemptions Peer Group Trading Analysis (cont’d) ($ in millions, except per share amounts) Preliminary Valuation of GPRE Common Shares 63

Preliminary Valuation of GPRE Common Shares Precedent M&A Transaction Analysis Precedent Ethanol Production Transactions Source: Public filings, Investor presentations, Wall Street research ($ in millions, except per unit amounts) 64

Preliminary Valuation of GPRE Common Shares Precedent M&A Transaction Analysis (cont’d) Precedent Animal Feed Transactions Source: Public filings, Investor presentations, Wall Street research ($ in millions) 65

Preliminary Valuation of GPRE Common Shares Precedent M&A Transaction Analysis (cont’d) Source: Public filings, Investor presentations, Wall Street research Net Debt and Fully Diluted Share Count adjusts for redemption of $230 million 2.25% Convertible Notes Due March 2027 if the median Implied Value per Share is above $31.6250, Fully Diluted Share Count adjusts for exercise of Ospraie and BlackRock warrants if the median Implied Value per Share is above $22.00, treasury stock method at the median Implied Value per Share used for warrant redemptions ($ in millions, except per unit amounts) 66

Preliminary Valuation of GPRE Common Shares Sensitivity Analysis – Assumptions Source: GPRE management To sensitize the GPRE Financial Projections, certain assumptions provided in the GPRE Financial Projections were modified, including: Corn Oil price projections held flat at $0.70 per pound beginning in 2024 Ultra-High Protein price projections held flat at $550 per ton beginning in 2024 A 20% increase in projected Ultra-High Protein capital expenditures A 12-month delay in Clean Sugar Technology Protein project completions at Shenandoah, Obion, Madison and Wood River CCUS and CHP cash flows excluded from the forecast 67

Preliminary Valuation of GPRE Common Shares Sensitivity Analysis – Preliminary Valuation Summary Source: Factset, company filings, GPRE management As of August 4, 2023 For Reference Only 68

Analysis of the Proposed Exchange Ratio

Analysis of the Proposed Exchange Ratio Preliminary Exchange Ratio Analysis Note: Based on low-to-high and high-to-low implied unit / share prices per the Preliminary Valuation of GPP and Preliminary Valuation of GPRE Given no GPRE dividends utilizes Discounted Cash Flow Analysis 69 1 1

Sensitivity Cases – Analysis of the Proposed Exchange Ratio Preliminary Exchange Ratio Analysis Note: Based on low-to-high and high-to-low implied unit / share prices per the Preliminary Valuation Sensitivities of GPP and Preliminary Valuation Sensitivities Discounted Cash Flow Analysis of GPRE Given no GPRE dividends utilizes Discounted Cash Flow Analysis 70 1 1 1 1 1 1 1 1

Pro Forma Analysis

Pro Forma Analysis Pro Forma Financial Projections – Assumptions Evercore considered the financial impact of the Proposed Transaction to GPRE and to holders of GPP Common Units assuming both the GPRE Financial Projections as well as the GPRE Sensitivity Analysis and the following assumptions: Effective date of June 30, 2023 Proposed Transaction funded 100% with GPRE Common Shares assuming 0.4305x Common Shares per Common Unit, or 5.0 million Common Shares issued to the Unaffiliated Unitholders The transaction value is assumed to be allocated primarily to intangible assets for tax purposes, and GPRE expects bonus depreciation to have minimal tax benefits GPRE management has detailed $2.7 million in projected annual synergies using 2022A selling, general and administrative expenses Incremental cash taxes calculated using GPRE’s effective tax rate of 24.5% as provided by GPRE management No incremental debt paydown assumed relative to the GPRE Financial Projections 71 GPRE CAFD per Share Accretion / (Dilution) GPRE Net Debt / LTM Adj. EBITDA Versus Status Quo Source: GPRE management 9% 11% (1%) 5% (3%) 2% (5%) (3%) % Accretion / (Dilution)

Pro Forma Analysis Pro Forma Financial Projections – CAFD Accretion / Dilution Source: GPRE management ($ in millions, except per share amounts) 72

Pro Forma Analysis Pro Forma Financial Projections – Sources and Uses ($ in millions) Source: GPRE management 73

Pro Forma Analysis Pro Forma Financial Projections – GPP Unitholder DCF per Unit Accretion / Dilution Source: GPRE management 74

Pro Forma Analysis Pro Forma Financial Projections: GPRE Sensitivity Case – CAFD Accretion / Dilution Source: GPRE management ($ in millions, except per share amounts) 75

Pro Forma Analysis Pro Forma Financial Projections: GPRE Sensitivity Case – Sources and Uses ($ in millions) Source: GPRE management 76

Pro Forma Analysis Pro Forma Financial Projections: GPRE Sensitivity Case – GPP Unitholder DCF per Unit Accretion / Dilution Source: GPRE management 77

Appendix

Additional Pro Forma Considerations

Additional Pro Forma Considerations Green Plains Partners LP / Green Plains Inc. Top Institutional Overlap Shading represents institutions holding both companies – excluding brokers holding in street name GPP Top 20 Institutions GPRE Top 20 Institutions Source: Factset as of August 4, 2023 Note: Holdings represent visible shares reported as % of shares outstanding as of 03/31/23 Form 13F filings and any subsequent updates. Excludes holdings held by insiders 78

Additional Pro Forma Considerations GPRE Share Liquidity Analysis Source: Public filings, FactSet as of August 4, 2023 Assumes common shares equal to 10% of YTD average daily trading volume are sold each day Proposed Transaction – Consideration Liquidity Analysis GPRE Daily Trading Volume (MM) 79

Illustrative GPP Unitholder Tax Analysis

Illustrative GPP Unitholder Tax Analysis Illustrative GPP Unitholder Tax Analysis at $13.67 / unit On June 5, 2023, PricewaterhouseCoopers LLP (“PwC”) provided the Unaffiliated Unitholders tax liability by unit acquisition date information, which included the following: Adjusted Basis – Represents the weighted average price acquired, plus cumulative income, less cumulative distributions and DD&A from the acquisition date to December 2022 §751 Gain – Recharacterization of gain or loss on the sale of a partnership interest from capital to ordinary on §751 property owned by the partnership Net Ordinary Gain / (Loss) per Unit – Calculated as §751 Gain less Passive Loss Carryover assuming Passive Loss Carryover amounts are 100% available to offset Ordinary Gains Net Capital Gain / (Loss) per Unit – Calculated as Total Gain / (Loss) per Unit less §751 Gain Estimated Taxes – Calculated based on the Net Ordinary Gain / (Loss) per Unit assuming a 37.0% tax rate and the Net Capital Gain / (Loss) per Unit assuming a 20.0% tax rate Source: PwC Note: GPP Unaffiliated Units outstanding from PwC are overstated due to broker overreporting 80

Illustrative GPP Unitholder Tax Analysis Implied Taxes @ 37.0% Ordinary Gain / 20.0% Capital Gain Tax Liability Deciles ($ per unit) Illustrative GPP Unitholder Tax Analysis at $13.67 / unit (cont’d) 81

Illustrative GPP Unitholder Tax Analysis Precedent Taxable MLP Buy-In Unitholder Tax Impact Estimated Cash Tax (Benefit) / Expense per Unit 82

Illustrative GPP Unitholder Tax Analysis Precedent Taxable MLP Buy-In Unitholder Tax Impact (cont’d) Estimated Cash Tax (Benefit) / Expense per Unit as % of Offer Value 83

Weighted Average Cost of Capital Analysis

Weighted Average Cost of Capital Analysis GPP WACC Analysis – Theoretical Capital Asset Pricing Model($ in millions, except per unit / share amounts) Source: Predicted raw betas from Factset; Adjusted Equity Beta calculated as: (0.67) × Raw Beta + (0.33) × 1.0 Unlevered Beta calculated as: Adjusted Equity Beta × (E/(E + D × (1-T)) Assumes corporate tax rate of 29.6% for MLPs and assumes corporate tax rate of 21.0% for Corporations 20-year Treasury as of August 4, 2023 Source: Ibbotson Associates Micro Cap (Decile 9) by Ibbotson Associates with a market capitalization between $218.4 million and $373.9 million Equity Cost of Capital calculated as: Risk-free rate + (Levered Equity Beta × Market Risk Premium) + Small Company Risk Premium Implied GPP 20-year cost of debt based on the current yield to worst of the BofA US High Yield (Single-B) Index 84

Weighted Average Cost of Capital Analysis GPRE WACC Analysis – Theoretical Capital Asset Pricing Model($ in millions, except per share amounts) Source: Predicted raw betas from Factset; Adjusted Equity Beta calculated as: (0.67) × Raw Beta + (0.33) × 1.0 Unlevered Beta calculated as: Adjusted Equity Beta × (E/(E + D × (1-T)) Assumes corporate tax rate of 21.0% for Corporations 20-year Treasury as of August 4, 2023 Source: Ibbotson Associates Low Cap (Decile 6) by Ibbotson Associates with a market capitalization between $1,389.9 million and $2,365.1 million Equity Cost of Capital calculated as: Risk-free rate + (Levered Equity Beta × Market Risk Premium) + Small Company Risk Premium Implied GPRE 20-year cost of debt based on the current yield to worst of the BofA US High Yield (Single-B) Index 85

Discussion Materials for the Conflicts Committee of the Board of Directors of Green Plains Holdings LLC September 8, 2023 Exhibit (c)(13)

These materials have been prepared by Evercore Group L.L.C. (“Evercore”) for the Conflicts Committee (the “Conflicts Committee”) of the Board of Directors of Green Plains Holdings LLC (the “General Partner” or “GPP GP”), the general partner of Green Plains Partners LP (“GPP” or the “Partnership”), to whom such materials are directly addressed and delivered and may not be used or relied upon for any purpose other than as specifically contemplated by a written agreement with Evercore. These materials are based on information provided by or on behalf of the Conflicts Committee and/or other potential transaction participants, from public sources or otherwise reviewed by Evercore. Evercore assumes no responsibility for independent investigation or verification of such information and has relied on such information being complete and accurate in all material respects. To the extent such information includes estimates and forecasts of future financial performance prepared by or reviewed with the management of the Partnership and/or other potential transaction participants or obtained from public sources, Evercore has assumed that such estimates and forecasts have been reasonably prepared on bases reflecting the best currently available estimates and judgments of such management (or, with respect to estimates and forecasts obtained from public sources, represent reasonable estimates). No representation or warranty, express or implied, is made as to the accuracy or completeness of such information and nothing contained herein is, or shall be relied upon as, a representation, whether as to the past, the present or the future. These materials were designed for use by specific persons familiar with the business and affairs of the Partnership. These materials are not intended to provide the sole basis for evaluating, and should not be considered a recommendation with respect to, any transaction or other matter. These materials have been developed by and are proprietary to Evercore and were prepared exclusively for the benefit and internal use of the Conflicts Committee. These materials were compiled on a confidential basis for use by the Conflicts Committee in evaluating the potential transaction described herein and not with a view to public disclosure or filing thereof under state or federal securities laws, and may not be reproduced, disseminated, quoted or referred to, in whole or in part, without the prior written consent of Evercore. These materials do not constitute an offer or solicitation to sell or purchase any securities and are not a commitment by Evercore (or any affiliate) to provide or arrange any financing for any transaction or to purchase any security in connection therewith. Evercore assumes no obligation to update or otherwise revise these materials. These materials may not reflect information known to other professionals in other business areas of Evercore and its affiliates. Evercore and its affiliates do not provide legal, accounting or tax advice. Accordingly, any statements contained herein as to tax matters were neither written nor intended by Evercore or its affiliates to be used and cannot be used by any taxpayer for the purpose of avoiding tax penalties that may be imposed on such taxpayer. Each person should seek legal, accounting and tax advice based on his, her or its particular circumstances from independent advisors regarding the impact of the transactions or matters described herein. Disclaimer

Table of Contents Section Executive Summary Current Ethanol Market Overview Green Plains Partners LP Situation Analysis Preliminary Valuation of GPP Common Units Green Plains Inc. Situation Analysis Preliminary Valuation of GPRE Common Shares Analysis of the Proposed Consideration Pro Forma Analysis Appendix Additional Pro Forma Considerations Illustrative GPP Unitholder Tax Analysis Weighted Average Cost of Capital Analysis I II III IV V VI VII VIII

Executive Summary

Executive Summary Evercore Group L.L.C. (“Evercore”) is pleased to provide the following materials to the Conflicts Committee (the “Conflicts Committee”) of the Board of Directors of Green Plains Holdings LLC (the “General Partner” or “GPP GP”), the general partner of Green Plains Partners LP (“GPP” or the “Partnership”), regarding the proposed acquisition by Green Plains Inc. (“GPRE” or the “Company”) of all of the outstanding common units (the “Common Units”) of the Partnership not already owned by GPRE, the General Partner, or their respective affiliates (the “Unaffiliated Unitholders”), in exchange for GPRE common shares (“Common Shares”) and cash (the “Proposed Transaction”) On May 3, 2023, GPRE proposed to acquire each Common Unit owned by the Unaffiliated Unitholders at a fixed exchange ratio of 0.3913x Common Shares per Common Unit, which was subsequently revised on September 5, 2023 to 0.4050x Common Shares and $2.00 cash per Common Unit (the “Proposed Consideration”) Based on GPRE’s closing share price of $31.54 on September 6, 2023, the Proposed Consideration implies a value of $14.77 per Common Unit (12.9% premium to the May 3, 2023, unaffected Common Unit price and a 13.5% premium to GPP’s 30-day volume-weighted average price (“VWAP”) as of May 3, 2023) GPRE currently owns 11,586,548 Common Units (48.8%) and 100% of Green Plains Holdings LLC, which owns a 2.0% general partner interest in the Partnership as well as the Partnership’s incentive distribution rights (the “IDRs”) The materials herein include: An executive summary, including an overview of the Proposed Transaction, including summary proposed terms and a summary overview of GPP’s current partnership structure A current situation analysis for GPP, including financial projections for GPP as provided by GPP management (the “GPP Financial Projections”) and a review of the assumptions utilized by GPP management in deriving such financial projections A preliminary valuation of the Common Units A current situation analysis for GPRE, including financial projections for GPRE (the “GPRE Financial Projections”) and a review of the assumptions utilized by GPRE management in deriving such financial projections A preliminary valuation of the Common Shares An analysis of the Proposed Consideration An analysis of the pro forma impact of the Proposed Transaction on the combined entity In the Appendix: (i) additional pro forma considerations; (ii) a summary of the tax impact of the Proposed Transaction to the Unaffiliated Unitholders as provided by PricewaterhouseCoopers LLP and (iii) an analysis of GPP and GPRE cost of capital Introduction and Overview of Materials 1

Executive Summary Overview of the Transaction Counterparties Green Plains Partners LP (“GPP” or the “Partnership”) Green Plains Inc. (“GPRE” or the “Company”) Transaction Summary GPRE to acquire 100% of the Common Units owned by the Unaffiliated Unitholders GPP will cease to be a publicly-traded partnership Proposed Consideration The Unaffiliated Unitholders will receive 0.4050 Common Shares and $2.00 cash for each Common Unit Timing and Approvals Approval of the Conflicts Committee and the board of directors of the general partner of GPP GPP unitholder approval Other The Proposed Transaction is structured to be taxable to the Unaffiliated Unitholders resulting in: (i) realization of the taxes on deferred income and capital gains for Unaffiliated Unitholders and (ii) a tax basis step-up on the Unaffiliated Unitholders’ interest in GPP for GPRE 2

Executive Summary Summary Organizational Structure and Transaction Economics Source: Public filings, FactSet as of September 6, 2023 Per GPP’s Q2 2023 10-Q filing as of June 30, 2023 Includes 2.0% General Partner interest Implied Exchange Ratio as of September 6, 2023 calculated as GPRE closing share price of ($31.54 x 0.4050x + $2.00) / $31.54 % ADTV represents the number of GPRE shares issued as consideration as a percentage of the average daily trading volume of GPRE shares during the latest 30 trading days Green Plains Holdings LLC (the “General Partner”) Operating Companies Unaffiliated Unitholders 11,678,285 Common Units1 2.0% General Partner Interest and Incentive Distribution Rights Green Plains Partners LP (Nasdaq: GPP) (23,739,626 total units)2 (Nasdaq: GPRE) 11,586,548 Common Units1 100.0% 100.0% 49.2% LP Interest 48.8% LP Interest Current Partnership Ownership Structure Proposed Transaction Overview ($ in millions, except per unit / share amounts) Pro Forma Ownership 3

Executive Summary GPP Common Unit Trading Data Source: FactSet as of September 6, 2023 4

Executive Summary Side-by-Side Analysis ($ in millions, except per unit / share amounts) Note: Balance sheet data per Partnership / Company filings as of June 30, 2023 Source: Factset, public filings, GPRE management as of September 6, 2023 Includes 2.0% General Partner interest 5

Executive Summary Indexed Price Performance Source: FactSet, Public filings GPRE Peer Group Average calculated as the average indexed performance of publicly traded alternative fuels companies (ADM, ALTO, AMTX, ANDE, BG, DAR, INGR and REX) 1 May 3, 2023 6

Executive Summary Updated for most recent Proposed Consideration Updated for second quarter ended June 30, 2023 financial information for peers that reported earnings post August 8, 2023 Update for changes in market prices which resulted in: A change to the GPP 2024E peer trading multiple range from 6.5x – 8.5x to 7.0x – 9.0x A decrease in the GPP Discounted Distribution Analysis terminal yield from 12.0% - 16.0% to 12.0% - 15.0% A decrease in the GPRE weighted average cost of capital (“WACC”) from 11.0% - 12.0% to 10.5% - 11.5% A change to the GPRE 2024E peer trading multiple range from 7.5x – 8.5x to 7.0x – 8.0x A change to the GPRE 2025E peer trading multiple range from 6.0x – 8.0x to 6.0x – 7.5x Updated for changes in Wall Street Research forecasts Changes Since August 8, 2023 Discussion Materials 7

Current Ethanol Market Overview

Current Ethanol Market Overview Overview of Ethanol Plant Feedstock and Products Corn Feedstock Products Source: World of Corn, United States Department of Agriculture (“USDA”), United States Energy Information Administration (“EIA”), Renewable Fuels Association, U.S. Census Bureau 2021 – 2022 production season vs. 2011 – 2012 production season Ethanol Distillers’ Grains with Solubles (“DGS”) Corn Oil Dried DGS Wet DGS Corn remains a major U.S. agricultural product 2021 U.S. corn crop is valued at $82.4 billion As a feedstock, corn is primarily used for ethanol and corn oil production Ethanol has increased in recent years due to federal mandates The U.S. ethanol industry consumed approximately 37.8% of the 2022 U.S. corn crop Ethanol is a biofuel that is widely used in the U.S., particularly in motor vehicles and the primary output of ethanol plants The U.S. consumed 13.9 billion gallons of fuel ethanol in 2021 The U.S. has been the world’s top ethanol producer since 2005, with 192 operating plants as of 2022 Ethanol can also be produced with wheat or sugarcane DGS is a cereal byproduct of the ethanol distillation process that is primarily used as an animal feed 45% of the 2021 U.S. corn crop was used as animal feed DGS is particularly used as feed for ruminants such as cattle and sheep DGS is initially produced with up to 70% moisture, making long-distance delivery non-economic Wet DGS average shelf life of ten days reduces its value relative to Dried DGS Drying DGS to 10-12% moisture makes long-distance delivery economic and significantly extends shelf life Corn oil is primarily used as a feedstock for biodiesel or agricultural feed usage Corn oil also has various industrial and medical applications U.S. corn oil production has increased by 68% over the past decade1 U.S. Corn Used for Ethanol and Dried DGS Production (billion bushels) Z COVID Market Impact 8

Current Ethanol Market Overview U.S. Ethanol Market Trends U.S. Fuel Ethanol Exports by Destination U.S. Ethanol Capacity and Production Source: EIA, USDA U.S. Ethanol Domestic Use & Export vs. Production From 2007 to 2011, U.S. ethanol production increased at a compound annual growth rate (“CAGR”) of approximately 18.7% to meet domestic U.S. demand and export demand, which increased at a compound annual growth rate of approximately 68.2% over the same period From 2013 to 2022 annual U.S. fuel ethanol consumption ranged from a low of 12.7 billion gallons (“BG”) in 2020 to a high of 14.6 BG in 2018 while U.S. production ranged from a low of 13.3 BG in 2013 to a high of 16.1 BG in 2018 During 2022, the U.S. exported approximately 1.4 BG of ethanol Canada, South Korea, India and the EU have been the largest export markets for U.S. ethanol 9

According to the EIA, there were 192 ethanol plants in the U.S. with aggregate annual capacity of approximately 17.4 BG as of January 2022 In the U.S., ethanol is primarily used as a gasoline blending component The U.S. fuel ethanol production market is fragmented, with the top five producers accounting for approximately 44% of total capacity through 69 plants Smaller producers compete on the strength of local supply and offtake markets and efficiency of operations – scale is not considered crucial to remaining competitive U.S. Ethanol Production Overview U.S. Ethanol Plant Map (192 plants) Source: EIA, Renewable Fuels Association EIA as of January 2022 U.S. Production Capacity by Producer1 (Billion Gallons per Year) Current Ethanol Market Overview U.S. Ethanol Plant Utilization POET Valero ADM Green Plains Andersons/Marathon All Others 10

High protein feeds are animal foods that contain approximately 30% to 60% protein, versus traditional animal feeds with less than 20% protein Traditional feeds, including distillers dried grains and soybean meal, were produced as by-products of corn and soy crushing to produce ethanol, soybean oil, vegetable oil and other traditional primary products Types of high protein feeds include fish meal, corn gluten meal and high protein soy meal Feeds with high protein concentrations sell at a premium given: Feeder / young livestock require a higher protein percent to properly develop and to develop more rapidly High protein contents decrease mortality rates of aquatic species High protein diets are growing in popularity for the domestic animal food industry The global animal feed protein market is estimated to be approximately $290 billion as of 2022 and is expected to surpass $420 billion by 2032, a 3.5% CAGR driven by rising demand for livestock feed and in the pet industry Current Ethanol Market Overview U.S. Feed Protein Market Overview Historical Average Protein Prices by Production Season ($ / ton) (% Protein Concentration) Source: USDA Note: (Percent) Represents average protein content Indexed High Protein Feed Consumption 5-Year Average Price ($ / ton) 11

Current Ethanol Market Overview Historical U.S. Midwest Corn Gluten Meal Wholesale Market Prices Source: USDA ($ per ton) GPRE Average Projected UHP Price Renewable Fuel Standard Enacted Renewable Fuel Standard Expanded 12

Green Plains Partners LP Situation Analysis

Green Plains Partners LP Situation Analysis Partnership Overview Description Ethanol Storage Tanks Historical Revenue Contribution Historical Adjusted EBITDA Source: Public filings ($ in millions) Green Plains Partners LP is a Delaware master limited partnership formed in 2015 by Green Plains Inc. to provide downstream logistics services for GPRE’s ethanol production plants GPP operates, primarily for GPRE: Ethanol storage tanks with an aggregate capacity of 23.1 million gallons Fuel terminals in Birmingham, Alabama and Collins, Mississippi (collectively “Blendstar”) with an aggregate capacity of 6.7 million gallons 2,500 railcars with an aggregate capacity of 75 million gallons and 19 trucks and tankers In April 2023 GPP determined to sell its trucking operations In July 2023 GPRE / GPP sold the ethanol plant and associated storage assets located in Atkinson, Nebraska GPP intends to spend $6.2 million to expand the Birmingham rail loop to increase the number of cars per train and avoid an additional fee levied by BNSF 13

Green Plains Partners LP Situation Analysis Recent GPRE and GPP Financial and Operating Performance GPRE Ethanol Production (Gallons) Crush Margin per Gallon Storage & Throughput Gallons (mm) GPP Terminal Services Gallons (mm) Source: Public filings, Wall Street Research Adjusted EBITDA ($ MM) Railcar Capacity Billed (Daily Avg.) 14

Green Plains Partners LP Situation Analysis Summary Market Data Public Trading Statistics Balance Sheet and Credit Data Unit Price and Distribution per Unit Source: FactSet, Public filings GP / IDR Distribution Profile ($ in millions, except per unit amounts) 15

Green Plains Partners LP Situation Analysis Green Plains Partners Unit Ownership Summary Source: FactSet as of September 6, 2023; Public filings; Wall Street Research Top 20 Institutional Unitholders Unit Ownership Breakdown Unit Ownership Summary Harvest / No Street Ownership Summary Harvest becomes No Street 16

Source: Public filings, Press releases, Wall Street research, FactSet Crude Oil and Refined Products Terminal Trading Statistics ($ in millions, except per share / unit amounts) Green Plains Partners LP Situation Analysis 17

Green Plains Partners LP Situation Analysis GPP Financial Projections – Assumptions Source: GPP management The GPP Financial Projections as provided by GPP management and reviewed by Evercore, incorporate the following assumptions: Trucking assets are sold at the beginning of Q2 2023E for total consideration of $2.0 million Forecasted fees and volumes as follows assuming storage and logistics fees after the minimum volume commitment (“MVC”) with GPRE expires in Q2 2029E based on GPP management’s view of market rates O&M expense per gallon of $0.0033 on Throughput (Storage) Volumes, $0.018 on Blendstar Throughput Volumes and $0.0255 on Logistics Volumes SG&A expense of $4.2 million in 2023E and $4.0 million each year thereafter Cash taxes equal to 0.50% of pre-tax income Maintenance capital expenditures of $0.4 million per year 18

Green Plains Partners LP Situation Analysis GPP Financial Projections – Assumptions (cont’d) Source: GPP management Interest income earned on average cash balance utilizing 5.00% SOFR Interest on GPP’s 2026 Term Loan Facility utilizing 5.00% SOFR plus 8.00% GPP’s 2026 Term Loan Facility allows one optional principal prepayment of $1.5 million per quarter. The GPP Financial Projections include a $1.5 million principal prepayment in Q2 2023E Principal payments of $5.0 million per quarter begin in Q3 2026E until the 2026 Term Loan Facility is fully repaid in Q2 2029E Growth capital expenditures of $6.0 million in 2023E related to the Birmingham rail loop expansion Working capital requirements assume 40-days of revenue for accounts receivable and accounts payable based on O&M expense with pre-paid expenses equal to 30% of O&M expense Distribution per LP unit of $1.82 from 2023E through 2025E, then decreasing to $1.41 in 2026E, $1.00 from 2027E through 2028E, $0.90 in 2029E and $0.80 in 2030E Distribution reductions in 2026E, 2027E, 2029E and 2030E driven by discretionary Term Loan repayments beginning Q3 2027E 13,605 units issued each Q3 as stock-based compensation, no other LP units issued or repurchased throughout the projection period 19

Green Plains Partners LP Situation Analysis GPP Operating Projections Summary Source: GPP management GPRE Ethanol Production (MMGal) and Utilization % Volumes by Segment Fees ($ / Gallon) Revenue by Segment ($ MM) 20

Green Plains Partners LP Situation Analysis GPP Financial Projections Summary ($ in millions) Source: GPP management EBITDA Distributable Cash Flow Distributed Cash Flow Net Debt ($ MM) | Net Debt / LTM EBITDA 21

Green Plains Partners LP Situation Analysis GPP Financial Projections – Summary EBITDA Build ($ in millions, unless otherwise noted) Source: GPP management 1. 2023E GPRE Operating Statistics and GPRE Volumes do not adjust for Q1 2023 Actuals 22

Green Plains Partners LP Situation Analysis GPP Financial Projections – Summary Cash Flows ($ in millions, except per unit amounts) Source: GPP management 23

Green Plains Partners LP Situation Analysis GPP Financial Projections – Summary Sources and Uses ($ in millions) Source: GPP management 24 Sources Uses

Preliminary Valuation of GPP Common Units

Preliminary Valuation of GPP Common Units Valuation Methodologies Methodology Description Metrics/Assumptions Discounted Cash Flow Analysis Values the Common Units based on the concepts of the time value of money. In performing its analysis, Evercore: Utilized varying WACC discount rates and applied various perpetuity growth rates to derive after-tax valuation ranges for the Common Units Calculated terminal values based on a range of multiples of EBITDA as well as assumed perpetuity growth rates Discounted the projected cash flows to June 30, 2023 WACC based on the Capital Asset Pricing Model (“CAPM”) Unitholder effective tax rate of 29.6% (80.0% at 37.0% top bracket) from 2023E to 2025E and a tax rate of 37.0% for 2026E and terminal value EBITDA exit multiple of 7.0x to 9.0x and a perpetuity growth rate of (1.0%) to 1.0% Discounted Distributions Analysis Values the Common Units based on the present value of the future cash distributions to GPP unitholders Discounted projected distributions to June 30, 2023 Terminal yield range of 12.0% to 15.0% Cost of equity of 11.0% to 12.0% based on CAPM Peer Group Trading Analysis Values the Common Units based on peer group’s current market enterprise value multiples of relevant EBITDA Peer group selected from MLPs and corporations with assets similar to those owned by GPP Enterprise Value / EBITDA multiples applied to 2023E and 2024E EBITDA Precedent M&A Transaction Analysis Values the Common Units based on multiples of transaction value to EBITDA in historical transactions involving assets similar to those owned by GPP Enterprise Value / EBITDA multiples applied to 2023E EBITDA Premiums Paid Analysis Values the Common Units based on historical premiums paid in (i) MLP buy-ins and (ii) MLP mergers since 2018 Range of 1-Day spot, 20-Day and 60-Day volume weighted average price premiums paid applied to relevant unit prices Analyst Price Targets Based on the minimum and maximum price targets set by Wall Street research analysts Uses current analyst price targets 52-Week Trading Range Based on recent trading prices Based on closing prices for the Common Units during the period of September 6, 2022 to September 6, 2023 The following sets forth the methodologies utilized by Evercore in its preliminary valuation of the Common Units, each assuming a June 30, 2023 valuation date For Reference Only 25

Preliminary Valuation of GPP Common Units Preliminary Valuation Summary Source: FactSet, Partnership filings, GPP management As of September 6, 2023 For Reference Only 26

Preliminary Valuation of GPP Common Units Discounted Cash Flow Analysis ($ in millions, except per unit amounts) Summary Result Sensitivity Analysis Source: GPP management 2023E Tax D&A assumes 80% bonus depreciation calculated as the implied enterprise value plus 2023E capital expenditures; 2024E+ Tax D&A is calculated assuming bonus depreciation phase out as follows: 80% in 2023E, 60% in 2024E, 40% in 2025E, 20% in 2026E and 0% in 2027E and 2028E Assumes unitholder effective tax rate of 29.6% (80.0% of 37.0% tax rate) through 2025E, and a unitholder effective tax rate of 37.0% in 2026E and in perpetuity Includes 2.0% general partner interest, economically equivalent to 474,793 LP Units as of June 30, 2023 27

Preliminary Valuation of GPP Common Units Discounted Distribution Analysis Source: FactSet, GPP management Values LP units based on distributions Based on GPP’s 52-week yield range of 12.3% to 15.1% with a median of 14.1% and mean of 14.0% as of September 6, 2023 Sensitivity Analysis 28

Source: Public filings, Press releases, Wall Street research, FactSet Peer Group Trading Analysis ($ in millions, except per share / unit amounts) Preliminary Valuation of GPP Common Units 29

Preliminary Valuation of GPP Common Units Peer Group Trading Analysis (cont’d) ($ in millions, except per unit amounts) Source: FactSet, GPP management Includes 2.0% general partner interest, economically equivalent to 474,793 LP Units as of June 30, 2023 30

Preliminary Valuation of GPP Common Units Precedent M&A Transaction Analysis Precedent Crude Oil and Refined Products Terminalling Transactions Source: Public filings, Investor presentations, Wall Street research Includes 2.0% general partner interest, economically equivalent to 474,793 LP Units as of June 30, 2023 Precedent M&A Transaction Analysis ($ in millions, except per unit amounts) 31

Premiums Paid Analysis Source: Bloomberg, FactSet, Public filings VWAP premiums paid are calculated by dividing the value of the offer, defined as the exchange ratio multiplied by the closing price of the acquiror’s shares / units on the last trading day prior to announcement plus any cash received, by the 30- or 60-trading day VWAP of the target as calculated from the last undisturbed trading day prior to the announcement Preliminary Valuation of GPP Common Units 32

Preliminary Valuation of GPP Common Units Premiums Paid Analysis (cont’d) Source: FactSet For Reference Only 33

Preliminary Valuation of GPP Common Units Sensitivity Cases – Assumptions In addition to the GPP Financial Projections, Evercore considered three sensitivity cases with respect to: (i) the throughput and logistics rates charged to GPRE following the expiration of the MVC and (ii) GPP’s distribution policy while holding volumes consistent with the GPP Financial Projections GPP Financial Projections (32% decline in Throughput Rate and 17% decline in Logistics Rate) No decline in Throughput Rate or Logistics Rate / 1.00x distribution coverage 10% decline in Throughput Rate and 5% decline in Logistics Rate / 1.00x distribution coverage 20% Decline in Throughput Rate and 10% decline in Logistics Rate / 1.30x distribution coverage Throughput Rate by Case ($ / Gallon) Logistics Rate by Case ($ / Gallon) 0% Decline in Rates / 1.00x Distribution Coverage 10% Decline in Throughput Rate / 5% Decline in Logistics Rate / 1.00x Distribution Coverage 20% Decline in Throughput Rate / 10% Decline in Logistics Rate / 1.30x Distribution Coverage GPP Financial Projections GPP Financial Projections Sensitivity Cases 34

Preliminary Valuation of GPP Common Units Sensitivity Cases – Adjusted EBITDA and Distribution per Unit Comparison Adjusted EBITDA ($ MM) Distributions per Unit 0% Decline in Rates / 1.00x Distribution Coverage 10% Decline in Throughput Rate / 5% Decline in Logistics Rate / 1.00x Distribution Coverage 20% Decline in Throughput Rate / 10% Decline in Logistics Rate / 1.30x Distribution Coverage GPP Financial Projections 35

Preliminary Valuation of GPP Common Units Sensitivity Cases – Preliminary Valuation Summary Source: Factset, Partnership filings, GPP management As of September 6, 2023 36

Green Plains Inc. Situation Analysis

Green Plains Inc. Situation Analysis Company Overview Description Production Facilities Historical Adjusted EBITDA Source: Public filings As of December 31, 2022 Excludes intersegment eliminations ($ in millions) Green Plains Inc. is an Omaha, Nebraska headquartered firm founded in 2004 as a producer of low-carbon fuels, primarily ethanol GPRE has recently shifted strategy to be a sustainable biorefinery platform producing ethanol as well as Ultra-High Protein and Renewable Corn Oil GPRE owns the General Partner of GPP and an approximately 51% economic interest in the Partnership, through its ownership of Common Units and the 2% general partner interest GPRE facilities are capable of processing approximately 309 million bushels of corn per year and producing approximately: 903 million gallons per year of ethanol 2.7 million tons per year of distillers grains and Ultra-High Protein1 278 million pounds per year of renewable corn oil Historical External Revenue Contribution2 37

Green Plains Inc. Situation Analysis Summary Market Data Public Trading Statistics Balance Sheet and Credit Data Share Price Source: FactSet, Public filings ($ in millions, except per share amounts) Consensus EBITDA Estimates Over Time 38

Green Plains Inc. Situation Analysis Wall Street Research Selected Price Targets Evolution of Analyst Ratings EBITDA Estimates Source: FactSet, Wall Street Research as of September 6, 2023 ($ in millions, except per share amounts) 39

Green Plains Inc. Situation Analysis Ownership Summary Source: FactSet as of September 6, 2023; Public filings; Wall Street Research Top 20 Institutional Shareholders Share Ownership Breakdown Share Ownership Summary Historical Short Interest (000’s) 40

Source: Public filings, Press releases, Wall Street Research, FactSet GPRE Peer Trading Statistics ($ in millions, except per share amounts) Green Plains Inc. Situation Analysis 41

Source: Public filings, Press releases, Wall Street Research, FactSet Note: Pie charts represent 2022 revenue split GPRE Peer Business Overview Green Plains Inc. Situation Analysis Clean Fuels Peers Ethanol production company based in California, pursuing renewable natural gas, sustainable aviation fuel, renewable diesel and CCUS opportunities Specialty ingredients manufacturer focused on converting bio-nutrient streams into ingredients for food, feed, renewable diesel and other fuels Distiller and refiner specializing in ethanol, distiller’s grains, and natural gas products with plans for CCUS and other clean energy endeavors Ethanol production company Pursuing opportunities such as SAF, renewable diesel and CCUS Enterprise Value < $1 billion P P Produces specialty ingredients used for feed and fuel Operates renewable diesel business with Valero (Diamond Green Diesel) Enterprise value > $13 billion P Ethanol production company Pursuing opportunities in clean energy including CCUS Enterprise value < $1 billion P P 42

Source: Public filings, Press releases, Wall Street Research, FactSet Note: Pie charts represent 2022 revenue split GPRE Peer Business Overview (cont’d) Green Plains Inc. Situation Analysis Agriculture & Ingredients Peers Largest producer of specialty alcohols in the US. Fuel ethanol production capacity of 210 MMGpy and specialty alcohol capacity of 140 MMGpy. Also markets and distributes third-party ethanol Agricultural company with operations in production, distribution, and marketing of grains, ethanol, oils and renewable diesel feedstocks Food processing and agricultural ingredient manufacturing company. Produces renewable feedstocks, specialty proteins and sustainable fuels Food and beverage ingredients provider primarily manufacturing sweeteners, starches and plant-based protein options Global oilseed and grains processor producing vegetable oils, protein meals and packaged plant-based oils 43

Green Plains Inc. Situation Analysis Overview of GPRE Segments ($ in millions) 44

Asset Summary Matrix 2027E capacity net of fully integrated biorefinery expansions and CST installation impacts at various facilities Current capacity DCO financials are not currently included in the GPRE Financial Projections In service by 2028. Reflects base capacity. CO2 capacity is offset by CST installations and will be reduced as additional CST operations come online at Madison, Obion, Wood River and York facilities. CP = Carbon Pipeline Partnership facility; DI = Direct Inject facility; Offtake = Carbon Offtake facility Central City (NE) Fairmont (MN) Madison (IL) Mount Vernon (IN) Obion (TN) Wood River (NE) Shenandoah (IA) Superior (IA) Otter Tail (MN) Atkinson (NE) York (NE) Full Ethanol Capacity (MMGal)1 156 119 120 90 120 121 82 60 55 552 502 MSC (DCO and Ultra-High Protein) Completion Date Complete Q4 2024 Q3 2024 Complete Complete Complete Complete Remaining Capital Expenditures $ - $69 $69 $ - $ - $ - $ - Full UHP Capacity (K tons) 84 64 65 48 65 65 44 Full DCO Capacity (MMlbs)3 63 47 47 47 63 47 49 CST Completion Date Q2 2026 Q3 2025 Q4 2026 Q2 2024 Remaining Capital Expenditures $56 $106 $76 $36 Full Capacity (MMlbs) 554 1,047 745 475 Carbon (CP) (CP) (Offtake) (DI) (Offtake) (CP) (CP) (CP) (CP) Completion Date Q4 2024 Q4 2024 FY2028 Q4 2026 FY2028 Q4 2024 Q4 2024 Q4 2024 Q4 2024 Remaining Capital Expenditures $ - $ - $ - $61 $ - $ - $ - $ - $ - Full Capacity (K tons) 458 343 3434 343 3434 172 243 200 200 ü ü ü ü ü ü ü ü ü ü ü ü ü ü ü ü ü ü ü ü Green Plains Inc. Situation Analysis ($ in millions) 45

Green Plains Inc. Situation Analysis ($ in millions, unless otherwise noted) GPRE Segment Level Financial Projections – Fuel Ethanol Source: GPRE management The Fuel Ethanol segment incorporates the following operating assumptions: The Central City Plant is forecasted to complete a 40.0 MMGY capacity expansion in Q3 2025E at a cost of $50.0 million. Capacity at the Madison Plant increases by 30.0 MMGY in Q4 2025E, with no incremental capital expenditures Atkinson and York plants assumed to be idled beginning in Q1 2024E Ethanol production declines as installed CST capacity shifts plant grinding capacity to CST feedstock Assumes plant utilization of 90% Operating expenses are subject to a total cap of $0.32 / gallon and include the following: Natural gas usage constant at 0.08 MMBtu / bushel, natural gas price held constant at $5.49 / MMBtu Denaturant usage of 0.06 gallons / bushel, denaturant price held constant at $2.18 / gallon Electricity usage constant at 2.39 kWhs / bushel, electricity cost held constant at $0.07 / kWh Chemicals, yeast and enzymes cost held constant at $0.23 / bushel Repairs & maintenance expense held constant at $0.05 / gallon of equivalent total production attributed proportionally between ethanol and clean sugars based on total production Biorefinery production labor expense held constant at $11.6 million per quarter, attributed proportionally between ethanol and clean sugars based on total production Fuel Ethanol Financial Summary Ethanol Production and Average Price 46

Green Plains Inc. Situation Analysis ($ in millions, unless otherwise noted) GPRE Segment Level Financial Projections – Corn Oil Source: GPRE management The Corn Oil segment incorporates the following operating assumptions: Corn oil yields of 0.80 pounds per bushel during ethanol production and an incremental 0.35 pounds per bushel during Ultra-High Protein production Operating expenses of $0.017 / pound includes: Chemical expense of $0.014 / pound Repairs and maintenance expense of $0.003 / pound The Corn Oil segment purchases Distillers Dried Grains from the Fuel Ethanol & CST segments Corn Oil Financial Summary Corn Oil Production and Average Price 47

Green Plains Inc. Situation Analysis ($ in millions, unless otherwise noted) GPRE Segment Level Financial Projections – Ultra-High Protein Source: GPRE management The UHP segment incorporates the following operating assumptions: Conversion completed on five plants as of Q1 2023A Fairmont and Madison plant conversions expected to be complete in Q1 2025E and Q3 2024E, respectively Fairmont: capital expenditures of $69.3 million and capacity of 16,030 tons Madison: capital expenditures of $68.9 million and capacity of 16,165 tons Ultra-High Protein capacity increases with ethanol expansions at Central City and Madison Protein yield ramp of 2.10 pounds per bushel in the first quarter of operations, 3.15 pounds per bushel in the second quarter of operations and 3.50 pounds per bushel thereafter Operating expense of $83.00 per ton The UHP segment purchases Distillers Dried Grains from the Fuel Ethanol & CST segments Ultra-High Protein Financial Summary Ultra-High Protein Production and Average Price 48

Green Plains Inc. Situation Analysis ($ in millions, unless otherwise noted) GPRE Segment Level Financial Projections – Ultra-High Protein JV Source: GPRE management Turnkey solution introduced to provide strategic partners with Fluid Quip MSC protein technology GPRE will commit up to 50% of capital required, as well as provide technological, marketing, and sourcing assistance for processing of Ultra-High Protein products and other distillers grains products In August 2021, GPRE established a 50/50 JV with Tharaldson Ethanol Plant I, LLC (“Tharaldson”), with MSC technology assets added adjacent to the Tharaldson Ethanol Plant in North Dakota The JV is aimed at producing Ultra-High Protein products and increasing renewable corn oil yields. The JV assets are anticipated to be fully-operational in early 2024 The UHP - JV segment incorporates the following operating assumptions: One operational JV through projection period $28.1 million in additional capital expenditures to complete MSC integration Operating expenses of $83.00 / ton Ultra-Protein JV Financial Summary Ultra-High Protein JV Production and Average Price 49

Green Plains Inc. Situation Analysis ($ in millions, unless otherwise noted) GPRE Segment Level Financial Projections – Clean Sugar Technology Source: GPRE management The Clean Sugar Technology segment incorporates the following operating assumptions: Shenandoah, Obion, Madison and Wood River plants assumed to receive conversions starting Q2 2024E, Q4 2025E, Q3 2026E and Q1 2027E, respectively Shenandoah: capital expenditures of $48.2 million and capacity of 38.6 MMGY Obion: capital expenditures of $106.3 million and capacity of 85.0 MMGY Madison: capital expenditures of $56.3 million and capacity of 45.0 MMGY Wood River: capital expenditures of $75.6 million and capacity of 60.5 MMGY Operating expenses are subject to a total cap of $0.74 / bushel and include the following identified costs: Natural gas usage of 0.02 MMBtu / bushel, natural gas price of $5.49 / MMBtu Electricity usage of 0.24 kWhs / bushel, at a rate of $0.07 / kWh Chemicals, yeast and enzymes expense of $0.41 / bushel Repairs & maintenance expense of $0.05 / gallon of total equivalent production, attributed proportionally between ethanol and clean sugars based on total production Biorefinery production labor expense held constant at $11.6 million per quarter, attributed proportionally between ethanol and clean sugars based on total production Clean Sugar Technology Financial Summary Clean Sugar Production and Average Price 50

Task % Complete May Jun Quarter 3 2023 Aug Sep Quarter 4 2023 Quarter 1 2024 Jul Aug Sep Oct Nov Dec Jan Feb CST Construction 8% Area 46 SACC 19% Tank Installation 50% Tank Pipe Rack 0% Tank Piping 0% Electrical / I&C Install 0% Area 46 Refinery 32% Foundation 0% Interior Steel Erection 0% PEMB Shell Erection 0% Electrical / I&C Install 0% Area 46 Evaporator 0% Steel Erection 0% Evaporator Setting 0% Piping 0% Electrical / I&C Install 0% Area 40 OSBL (North) 0% Foundation 0% Pipe Rack Erection 0% Piping 0% Electrical / I&C Install 0% Area 40 OSBL (South) 0% Foundation 0% Pipe Rack Erection 0% Piping 0% Electrical / I&C Install 0% Area 48 Loadout Building 0% Foundation 0% PEMB Shell Erection 0% Interior Steel Erection 0% Piping 0% Electrical / I&C Install 0% Area 48 Loadout Tanks 0% Tank Installation 0% Piping 0% Electrical / I&C Install 0% Area 49 Cooling Tower 0% Foundation 0% Tower Erection 0% Pipe Rack Erection 0% Piping 0% Electrical / I&C Install 0% Area 43 Chemical Offload 0% Foundation 0% Task Installation 0% Piping 0% Electrical / I&C Install 0% Mechanical Completion 0% 0% MCC Installation 0% Motors, Valves, Water, etc. 0% CST Start Up 2/2 0% Shenandoah CST Conversion Gantt Chart Green Plains Inc. Situation Analysis 12/29 2/2 Source: GPRE management 51

Green Plains Inc. Situation Analysis The financial projections for GPRE as provided by GPRE management and reviewed by Evercore, incorporate the following assumptions: Segment level financial projections as reviewed previously herein GPRE’s Adjusted EBITDA includes its wholly owned segments as well as the pro rata EBITDA attributable to GPRE in certain subsidiaries EBITDA attributable to noncontrolling interests: MLP Non-Crush third-party EBITDA assumed to be 5.5% of GPP EBITDA FQT third-party EBITDA of $13.5 million per year, and FQT ownership of 70.0% EBITDA attributable to GPRE’s 50.0% interest in the UHP JV CCUS includes cash flows related to both Pipeline and Direct Injection CCUS – Pipeline requires no capital expenditures and begins contributing to EBITDA in 2025E CCUS – Direct Injection requires $60.8 million of capital expenditures and generates approximately $25.8 million of EBITDA in 2027E CHP includes $7.5 million and $6.7 million of capital expenditures, net of tax credits, in 2024E and 2025E, respectively, related to the installation of CHP upgrades at Central City, Madison, Mount Vernon, Shenandoah and Wood River GPRE Financial Projections – Assumptions Source: GPRE management 52

Green Plains Inc. Situation Analysis Selling, General and Administrative expenses of $67.0 million in 2023E, escalated at 3% annually As GPRE’s debt instruments mature, cash on hand is utilized for principal payments Annual maintenance capital expenditures of 1.63% of gross property, plant and equipment Ospraie and BlackRock warrants projected to be exercised in Q3 2025E through Q1 2026E, generating gross proceeds of $56.1 million for 2.6 million shares (exercise price of $22.00 per share) Atkinson and York plants assumed to be sold for $20.0 million in Q1 2024E Working capital requirements assume an average of 12 days sales outstanding based on total revenue, an average of 37 days inventory outstanding based on total COGS, prepaid and other expenses based on an average of 2.3% of COGS + SG&A, an average of 16 days payables outstanding based on total COGS and accrued liabilities & other based on an average of 6.5% of COGS + SG&A GPRE Financial Projections – Assumptions (cont’d) Source: GPRE management 53

Green Plains Inc. Situation Analysis GPRE Financial Projections – Summary Cash Flows ($ in millions) Source: GPRE management 54

Green Plains Inc. Situation Analysis GPRE Financial Projections – Sources and Uses ($ in millions) Source: GPRE management 55

Preliminary Valuation of GPRE Common Shares

Preliminary Valuation of GPRE Common Shares Valuation Methodologies Methodology Description Metrics/Assumptions Discounted Cash Flow Analysis Values Common Shares based on the concepts of the time value of money. In performing its analysis, Evercore: Utilized varying WACC discount rates and applied various perpetuity growth rates to derive after-tax valuation ranges for the Common Shares Calculated terminal values based on a range of multiples of EBITDA as well as assumed perpetuity growth rates Discounted the projected cash flows to June 30, 2023 WACC based on CAPM Effective tax rate of 24.5% as provided by GPRE management EBITDA exit multiple of 7.5x to 8.5x and a perpetuity growth rate of 0.5% to 1.5% CCUS and CHP initiatives valued at historical investment and as such, all forecasted cash flows are removed from the valuation Peer Group Trading Analysis Values the Common Shares based on peer group’s current market enterprise value multiples of relevant EBITDA Peer group selected from corporations with assets similar to those owned by GPRE Enterprise Value / EBITDA multiples applied to 2024E and 2025E EBITDA CCUS and CHP initiatives valued at historical investment and as such, all forecasted cash flows are removed from the valuation Precedent M&A Transaction Analysis Values the Common Shares based on multiples of transaction value to EBITDA in historical transactions involving assets similar to those owned by GPRE Enterprise Value / EBITDA multiples applied to 2023E and 2024E EBITDA CCUS and CHP initiatives valued at historical investment and as such, all forecasted cash flows are removed from the valuation Analyst Price Targets Based on the minimum and maximum price targets set by Wall Street research analysts Uses current analyst price targets 52-Week Trading Range Based on recent stock trading prices Based on closing prices for the Common Shares during the period of September 6, 2022 to September 6, 2023 The following sets forth the methodologies utilized by Evercore in its preliminary valuation of the Common Shares, each assuming a June 30, 2023 valuation date For Reference Only 56

Preliminary Valuation of GPRE Common Shares Preliminary Valuation Summary For Reference Only Source: FactSet, Company filings, GPRE management As of September 6, 2023 57

Preliminary Valuation of GPRE Common Shares Discounted Cash Flow Analysis ($ in millions, except per share amounts) Sensitivity Analysis Source: GPRE management Note: Adjusted EBITDA excludes CCUS and CHP EBITDA Cash taxes as per GPRE management Net Debt and Fully Diluted Share Count adjusts for redemption of $230 million 2.25% Convertible Notes Due March 2027 if the median Implied Value per Share is above $31.6250, Fully Diluted Share Count adjusts for exercise of Ospraie and BlackRock warrants if the median Implied Value per Share is above $22.00, treasury stock method at the median Implied Value per Share used for warrant redemptions Summary Result 58

Source: Public filings, Press releases, Wall Street research, FactSet Peer Group Trading Analysis ($ in millions, except per share amounts) Preliminary Valuation of GPRE Common Shares Peer Trading Statistics 59

Source: Public filings, Press releases, Wall Street research, FactSet Note: Adjusted EBITDA excludes CCUS and CHP EBITDA Net Debt and Fully Diluted Share Count adjusts for redemption of $230 million 2.25% Convertible Notes Due March 2027 if the median Implied Value per Share is above $31.6250, Fully Diluted Share Count adjusts for exercise of Ospraie and BlackRock warrants if the median Implied Value per Share is above $22.00, treasury stock method at the median Implied Value per Share used for warrant redemptions Peer Group Trading Analysis (cont’d) ($ in millions, except per share amounts) Preliminary Valuation of GPRE Common Shares 60

Preliminary Valuation of GPRE Common Shares Precedent M&A Transaction Analysis Precedent Ethanol Production Transactions Source: Public filings, Investor presentations, Wall Street research ($ in millions, except per unit amounts) 61

Preliminary Valuation of GPRE Common Shares Precedent M&A Transaction Analysis (cont’d) Precedent Animal Feed Transactions Source: Public filings, Investor presentations, Wall Street research ($ in millions) 62

Preliminary Valuation of GPRE Common Shares Precedent M&A Transaction Analysis (cont’d) Source: Public filings, Investor presentations, Wall Street research Net Debt and Fully Diluted Share Count adjusts for redemption of $230 million 2.25% Convertible Notes Due March 2027 if the median Implied Value per Share is above $31.6250, Fully Diluted Share Count adjusts for exercise of Ospraie and BlackRock warrants if the median Implied Value per Share is above $22.00, treasury stock method at the median Implied Value per Share used for warrant redemptions ($ in millions, except per share amounts) 63

Preliminary Valuation of GPRE Common Shares Sensitivity Analysis – Assumptions Source: GPRE management To sensitize the GPRE Financial Projections, certain assumptions provided in the GPRE Financial Projections were modified, including: Corn Oil price projections held flat at $0.70 per pound beginning in 2024 Ultra-High Protein price projections held flat at $550 per ton beginning in 2024 A 20% increase in projected Ultra-High Protein capital expenditures A 12-month delay in Clean Sugar Technology Protein project completions at Shenandoah, Obion, Madison and Wood River CCUS and CHP cash flows excluded from the forecast 64

Preliminary Valuation of GPRE Common Shares Sensitivity Analysis – Preliminary Valuation Summary Source: FactSet, Company filings, GPRE management As of September 6, 2023 For Reference Only 65

Analysis of the Proposed Consideration

Analysis of the Proposed Consideration Preliminary Consideration Analysis Note: Based on implied unit / share prices per the Preliminary Valuation of GPP and Preliminary Valuation of GPRE Given no GPRE dividends utilizes Discounted Cash Flow Analysis In each case, calculated as the GPRE Value per Share x 0.4050x + $2.00 (e.g., the Exit Multiple Discounted Cash Flow Implied High Value = $48.05 x 0.4050x + $2.00) 1 1 Preliminary GPP Common Unit Value Implied Value of Proposed Consideration 66

Sensitivity Cases – Analysis of the Proposed Consideration Preliminary Consideration Analysis Note: Based on implied unit / share prices per the Preliminary Valuation Sensitivities of GPP and Preliminary Valuation Sensitivities Discounted Cash Flow Analysis of GPRE Given no GPRE dividends utilizes Discounted Cash Flow Analysis In each case, calculated as the GPRE Value per Share x 0.4050x + $2.00 $15.52 $11.99 Implied Value of Proposed Consideration 1 1 1 1 1 1 1 1 Preliminary GPP Common Unit Value Implied Value of Proposed Consideration 67

Pro Forma Analysis

Pro Forma Analysis Pro Forma Financial Projections – Assumptions Evercore considered the financial impact of the Proposed Transaction to GPRE assuming both the GPRE Financial Projections as well as the GPRE Sensitivity Analysis and the following assumptions: Effective date of June 30, 2023 Proposed Transaction funded 86.5% with GPRE Common Shares assuming 0.4050x Common Shares per Common Unit, or 4.7 million Common Shares issued to the Unaffiliated Unitholders and 13.5% with GPRE cash on the balance sheet equal to $23.4 million The transaction value is assumed to be allocated primarily to intangible assets for tax purposes, and GPRE expects bonus depreciation to have minimal tax benefits GPRE management has detailed $2.7 million in projected annual synergies using 2022A selling, general and administrative expenses Incremental cash taxes calculated using GPRE’s effective tax rate of 24.5% as provided by GPRE management No incremental debt paydown assumed relative to the GPRE Financial Projections GPRE CAFD per Share Accretion / (Dilution) GPRE Net Debt / LTM Adj. EBITDA Versus Status Quo Source: GPRE management 9% 10% (1%) 4% (3%) 2% (5%) (3%) % Accretion / (Dilution) 68

Pro Forma Analysis Pro Forma Financial Projections – CAFD Accretion / Dilution Source: GPRE management ($ in millions, except per share amounts) 69

Pro Forma Analysis Pro Forma Financial Projections – Sources and Uses ($ in millions) Source: GPRE management 70

Pro Forma Analysis Pro Forma Financial Projections: GPRE Sensitivity Case – CAFD Accretion / Dilution Source: GPRE management ($ in millions, except per share amounts) 71

Pro Forma Analysis Pro Forma Financial Projections: GPRE Sensitivity Case – Sources and Uses ($ in millions) Source: GPRE management 72

Appendix

Additional Pro Forma Considerations

Additional Pro Forma Considerations Green Plains Partners LP / Green Plains Inc. Top Institutional Overlap Shading represents institutions holding both companies – excluding brokers holding in street name GPP Top 20 Institutions GPRE Top 20 Institutions Source: Factset as of September 6, 2023 Note: Holdings represent visible shares reported as % of shares outstanding as of 06/30/23 Form 13F filings and any subsequent updates. Excludes holdings held by insiders 73

Additional Pro Forma Considerations GPRE Share Liquidity Analysis Source: Public filings, FactSet as of September 6, 2023 Assumes common shares equal to 10% of YTD average daily trading volume are sold each day Proposed Transaction – Consideration Liquidity Analysis GPRE Daily Trading Volume (MM) 74

Illustrative GPP Unitholder Tax Analysis

Illustrative GPP Unitholder Tax Analysis Illustrative GPP Unitholder Tax Analysis at $14.77 / unit On June 5, 2023, PricewaterhouseCoopers LLP (“PwC”) provided the Unaffiliated Unitholders tax liability by unit acquisition date information, which included the following: Adjusted Basis – Represents the weighted average price acquired, plus cumulative income, less cumulative distributions and DD&A from the acquisition date to December 2022 §751 Gain – Recharacterization of gain or loss on the sale of a partnership interest from capital to ordinary on §751 property owned by the partnership Net Ordinary Gain / (Loss) per Unit – Calculated as §751 Gain less Passive Loss Carryover assuming Passive Loss Carryover amounts are 100% available to offset Ordinary Gains Net Capital Gain / (Loss) per Unit – Calculated as Total Gain / (Loss) per Unit less §751 Gain Estimated Taxes – Calculated based on the Net Ordinary Gain / (Loss) per Unit assuming a 37.0% tax rate and the Net Capital Gain / (Loss) per Unit assuming a 20.0% tax rate Source: PwC Note: GPP Unaffiliated Units outstanding from PwC are overstated due to broker overreporting 75

Illustrative GPP Unitholder Tax Analysis Implied Taxes @ 37.0% Ordinary Gain / 20.0% Capital Gain Tax Liability Deciles ($ per unit) Illustrative GPP Unitholder Tax Analysis at $14.77 / unit (cont’d) 76

Illustrative GPP Unitholder Tax Analysis Precedent Taxable MLP Buy-In Unitholder Tax Impact Estimated Cash Tax (Benefit) / Expense per Unit 77

Illustrative GPP Unitholder Tax Analysis Precedent Taxable MLP Buy-In Unitholder Tax Impact (cont’d) Estimated Cash Tax (Benefit) / Expense per Unit as % of Offer Value 78

Weighted Average Cost of Capital Analysis

Weighted Average Cost of Capital Analysis GPP WACC Analysis – Theoretical Capital Asset Pricing Model($ in millions, except per unit / share amounts) Source: Predicted raw betas from Factset; Adjusted Equity Beta calculated as: (0.67) × Raw Beta + (0.33) × 1.0 Unlevered Beta calculated as: Adjusted Equity Beta × (E/(E + D × (1-T)) Assumes corporate tax rate of 29.6% for MLPs and assumes corporate tax rate of 21.0% for Corporations 20-year Treasury as of September 6, 2023 Source: Ibbotson Associates Micro Cap (Decile 9) by Ibbotson Associates with a market capitalization between $218.4 million and $373.9 million Equity Cost of Capital calculated as: Risk-free rate + (Levered Equity Beta × Market Risk Premium) + Small Company Risk Premium Implied GPP 20-year cost of debt based on the current yield to worst of the BofA US High Yield (Single-B) Index 79

Weighted Average Cost of Capital Analysis GPRE WACC Analysis – Theoretical Capital Asset Pricing Model($ in millions, except per share amounts) Source: Predicted raw betas from Factset; Adjusted Equity Beta calculated as: (0.67) × Raw Beta + (0.33) × 1.0 Unlevered Beta calculated as: Adjusted Equity Beta × (E/(E + D × (1-T)) Assumes corporate tax rate of 21.0% 20-year Treasury as of September 6, 2023 Source: Ibbotson Associates Low Cap (Decile 6) by Ibbotson Associates with a market capitalization between $1,389.9 million and $2,365.1 million Equity Cost of Capital calculated as: Risk-free rate + (Levered Equity Beta × Market Risk Premium) + Small Company Risk Premium Implied GPRE 20-year cost of debt based on the current yield to worst of the BofA US High Yield (Single-B) Index and assumes 24.5% effective tax rate per GPRE management 80

Discussion Materials for the Conflicts Committee of the Board of Directors of Green Plains Holdings LLC September 16, 2023 Exhibit (c)(14)

These materials have been prepared by Evercore Group L.L.C. (“Evercore”) for the Conflicts Committee (the “Conflicts Committee”) of the Board of Directors of Green Plains Holdings LLC (the “General Partner” or “GPP GP”), the general partner of Green Plains Partners LP (“GPP” or the “Partnership”), to whom such materials are directly addressed and delivered and may not be used or relied upon for any purpose other than as specifically contemplated by a written agreement with Evercore. These materials are based on information provided by or on behalf of the Conflicts Committee and/or other potential transaction participants, from public sources or otherwise reviewed by Evercore. Evercore assumes no responsibility for independent investigation or verification of such information and has relied on such information being complete and accurate in all material respects. To the extent such information includes estimates and forecasts of future financial performance prepared by or reviewed with the management of the Partnership and/or other potential transaction participants or obtained from public sources, Evercore has assumed that such estimates and forecasts have been reasonably prepared on bases reflecting the best currently available estimates and judgments of such management (or, with respect to estimates and forecasts obtained from public sources, represent reasonable estimates). No representation or warranty, express or implied, is made as to the accuracy or completeness of such information and nothing contained herein is, or shall be relied upon as, a representation, whether as to the past, the present or the future. These materials were designed for use by specific persons familiar with the business and affairs of the Partnership. These materials are not intended to provide the sole basis for evaluating, and should not be considered a recommendation with respect to, any transaction or other matter. These materials have been developed by and are proprietary to Evercore and were prepared exclusively for the benefit and internal use of the Conflicts Committee. These materials were compiled on a confidential basis for use by the Conflicts Committee in evaluating the potential transaction described herein and not with a view to public disclosure or filing thereof under state or federal securities laws, and may not be reproduced, disseminated, quoted or referred to, in whole or in part, without the prior written consent of Evercore. These materials do not constitute an offer or solicitation to sell or purchase any securities and are not a commitment by Evercore (or any affiliate) to provide or arrange any financing for any transaction or to purchase any security in connection therewith. Evercore assumes no obligation to update or otherwise revise these materials. These materials may not reflect information known to other professionals in other business areas of Evercore and its affiliates. Evercore and its affiliates do not provide legal, accounting or tax advice. Accordingly, any statements contained herein as to tax matters were neither written nor intended by Evercore or its affiliates to be used and cannot be used by any taxpayer for the purpose of avoiding tax penalties that may be imposed on such taxpayer. Each person should seek legal, accounting and tax advice based on his, her or its particular circumstances from independent advisors regarding the impact of the transactions or matters described herein. Disclaimer

Table of Contents Section Executive Summary Current Ethanol Market Overview Green Plains Partners LP Situation Analysis Valuation of GPP Common Units Green Plains Inc. Situation Analysis Valuation of GPRE Common Shares Analysis of the Consideration Pro Forma Analysis Appendix Additional Pro Forma Considerations Illustrative GPP Unitholder Tax Analysis Weighted Average Cost of Capital Analysis I II III IV V VI VII VIII

Executive Summary

Executive Summary Evercore Group L.L.C. (“Evercore”) is pleased to provide the following materials to the Conflicts Committee (the “Conflicts Committee”) of the Board of Directors of Green Plains Holdings LLC (the “General Partner” or “GPP GP”), the general partner of Green Plains Partners LP (“GPP” or the “Partnership”), regarding the acquisition by Green Plains Inc. (“GPRE” or the “Company”) of all of the outstanding common units (the “Common Units”) of the Partnership not already owned by GPRE, the General Partner, or their respective affiliates (the “Unaffiliated Unitholders”), in exchange for GPRE common shares (“Common Shares”) and cash (the “Transaction”) On May 3, 2023, GPRE to acquire each Common Unit owned by the Unaffiliated Unitholders at a fixed exchange ratio of 0.3913x Common Shares per Common Unit, which was subsequently revised on September 5, 2023 to 0.4050x Common Shares and $2.00 cash per Common Unit (the “Consideration”) Based on GPRE’s closing share price of $33.80 on September 15, 2023, the Consideration implies a value of $15.69 per Common Unit (19.9% premium to the May 3, 2023, unaffected Common Unit price and a 20.5% premium to GPP’s 30-day volume-weighted average price (“VWAP”) as of May 3, 2023) GPRE currently owns 11,586,548 Common Units (48.8%) and 100% of Green Plains Holdings LLC, which owns a 2.0% general partner interest in the Partnership as well as the Partnership’s incentive distribution rights (the “IDRs”) The materials herein include: An executive summary, including an overview of the Transaction, including summary terms and a summary overview of GPP’s current partnership structure A current situation analysis for GPP, including financial projections for GPP as provided by GPP management (the “GPP Financial Projections”) and a review of the assumptions utilized by GPP management in deriving such financial projections A valuation of the Common Units A current situation analysis for GPRE, including financial projections for GPRE (the “GPRE Financial Projections”) and a review of the assumptions utilized by GPRE management in deriving such financial projections A valuation of the Common Shares An analysis of the Consideration An analysis of the pro forma impact of the Transaction on the combined entity In the Appendix: (i) additional pro forma considerations; (ii) a summary of the tax impact of the Transaction to the Unaffiliated Unitholders as provided by PricewaterhouseCoopers LLP and (iii) an analysis of GPP and GPRE cost of capital Introduction and Overview of Materials 1

Executive Summary Overview of the Transaction Counterparties Green Plains Partners LP (“GPP” or the “Partnership”) Green Plains Inc. (“GPRE” or the “Company”) Transaction Summary GPRE to acquire 100% of the Common Units owned by the Unaffiliated Unitholders GPP will cease to be a publicly-traded partnership Consideration The Unaffiliated Unitholders will receive 0.4050 Common Shares and $2.00 cash for each Common Unit Timing and Approvals Approval of the Conflicts Committee and the board of directors of the general partner of GPP GPP unitholder approval Other The Transaction is structured to be taxable to the Unaffiliated Unitholders resulting in: (i) realization of the taxes on deferred income and capital gains for Unaffiliated Unitholders and (ii) a tax basis step-up on the Unaffiliated Unitholders’ interest in GPP for GPRE 2

Executive Summary Summary Organizational Structure and Transaction Economics Source: Public filings, FactSet as of September 15, 2023 Per GPP’s Q2 2023 10-Q filing as of June 30, 2023 Includes 2.0% General Partner interest Implied Exchange Ratio as of September 15, 2023 calculated as GPRE closing share price of ($33.80 x 0.4050x + $2.00) / $33.80 $230.0 million 2.25% Convertible Notes due March 2027 assumed to convert into 7.3 million GPRE Common Shares % ADTV represents the number of GPRE shares issued as consideration as a percentage of the average daily trading volume of GPRE shares during the latest 30 trading days Green Plains Holdings LLC (the “General Partner”) Operating Companies Unaffiliated Unitholders 11,678,285 Common Units1 2.0% General Partner Interest and Incentive Distribution Rights Green Plains Partners LP (Nasdaq: GPP) (23,739,626 total units)2 (Nasdaq: GPRE) 11,586,548 Common Units1 100.0% 100.0% 49.2% LP Interest 48.8% LP Interest Current Partnership Ownership Structure Transaction Overview ($ in millions, except per unit / share amounts) Pro Forma Ownership Source: Public filings, FactSet as of September 1, 2023 Per GPP’s Q2 2023 10-Q filing as of June 30, 2023 Includes 2.0% General Partner interest $230.0 million 2.25% Convertible Notes due March 2027 assumed to convert into 7.3 million GPRE Common Shares % ADTV represents the number of GPRE shares issued as consideration as a percentage of the average daily trading volume of GPRE shares during the latest 30 trading days 3

Executive Summary GPP Common Unit Trading Data Source: FactSet as of September 15, 2023 4

Executive Summary Side-by-Side Analysis ($ in millions, except per unit / share amounts) Note: Balance sheet data per Partnership / Company filings as of June 30, 2023 Source: FactSet, public filings, GPRE management as of September 15, 2023 Includes 2.0% General Partner interest $230.0 million 2.25% Convertible Notes due March 2027 assumed to convert into 7.3 million GPRE Common Shares 5

Executive Summary Indexed Price Performance Source: FactSet, Public filings GPRE Peer Group Average calculated as the average indexed performance of publicly traded alternative fuels companies (ADM, ALTO, AMTX, ANDE, BG, DAR, INGR and REX) 1 May 3, 2023 6

Executive Summary Changed the GPP perpetuity growth rate from (1.0%) – 1.0% to 0.5% – 1.5% Update for changes in market prices which resulted in: A change to the GPP Enterprise Value / 2024E EBITDA peer trading multiple range from 7.0x – 9.0x to 6.5x – 8.5x A decrease in the GPP weighted average cost of capital (“WACC”) from 10.0% - 11.0% to 9.5% - 10.5% A decrease in the GPRE Discounted Cash Flow Analysis Terminal EBITDA exit multiple from 7.5x – 8.5x to 6.5x – 7.5x A change to the GPRE Enterprise Value / 2024E EBITDA peer trading multiple range from 7.0x – 8.0x to 6.5x – 7.5x Updated for changes in Wall Street Research forecasts Changes Since September 8, 2023 Discussion Materials 7

Current Ethanol Market Overview

Current Ethanol Market Overview Overview of Ethanol Plant Feedstock and Products Corn Feedstock Products Source: World of Corn, United States Department of Agriculture (“USDA”), United States Energy Information Administration (“EIA”), Renewable Fuels Association, U.S. Census Bureau 2021 – 2022 production season vs. 2011 – 2012 production season Ethanol Distillers’ Grains with Solubles (“DGS”) Corn Oil Dried DGS Wet DGS Corn remains a major U.S. agricultural product 2021 U.S. corn crop is valued at $82.4 billion As a feedstock, corn is primarily used for ethanol and corn oil production Ethanol has increased in recent years due to federal mandates The U.S. ethanol industry consumed approximately 37.8% of the 2022 U.S. corn crop Ethanol is a biofuel that is widely used in the U.S., particularly in motor vehicles and the primary output of ethanol plants The U.S. consumed 13.9 billion gallons of fuel ethanol in 2021 The U.S. has been the world’s top ethanol producer since 2005, with 192 operating plants as of 2022 Ethanol can also be produced with wheat or sugarcane DGS is a cereal byproduct of the ethanol distillation process that is primarily used as an animal feed 45% of the 2021 U.S. corn crop was used as animal feed DGS is particularly used as feed for ruminants such as cattle and sheep DGS is initially produced with up to 70% moisture, making long-distance delivery non-economic Wet DGS average shelf life of ten days reduces its value relative to Dried DGS Drying DGS to 10-12% moisture makes long-distance delivery economic and significantly extends shelf life Corn oil is primarily used as a feedstock for biodiesel or agricultural feed usage Corn oil also has various industrial and medical applications U.S. corn oil production has increased by 68% over the past decade1 U.S. Corn Used for Ethanol and Dried DGS Production (billion bushels) Z COVID Market Impact 8

Current Ethanol Market Overview U.S. Ethanol Market Trends U.S. Fuel Ethanol Exports by Destination U.S. Ethanol Capacity and Production Source: EIA, USDA U.S. Ethanol Domestic Use & Export vs. Production From 2007 to 2011, U.S. ethanol production increased at a compound annual growth rate (“CAGR”) of approximately 18.7% to meet domestic U.S. demand and export demand, which increased at a compound annual growth rate of approximately 68.2% over the same period From 2013 to 2022 annual U.S. fuel ethanol consumption ranged from a low of 12.7 billion gallons (“BG”) in 2020 to a high of 14.6 BG in 2018 while U.S. production ranged from a low of 13.3 BG in 2013 to a high of 16.1 BG in 2018 During 2022, the U.S. exported approximately 1.4 BG of ethanol Canada, South Korea, India and the EU have been the largest export markets for U.S. ethanol 9

According to the EIA, there were 192 ethanol plants in the U.S. with aggregate annual capacity of approximately 17.4 BG as of January 2022 In the U.S., ethanol is primarily used as a gasoline blending component The U.S. fuel ethanol production market is fragmented, with the top five producers accounting for approximately 44% of total capacity through 69 plants Smaller producers compete on the strength of local supply and offtake markets and efficiency of operations – scale is not considered crucial to remaining competitive U.S. Ethanol Production Overview U.S. Ethanol Plant Map (192 plants) Source: EIA, Renewable Fuels Association EIA as of January 2022 U.S. Production Capacity by Producer1 (Billion Gallons per Year) Current Ethanol Market Overview U.S. Ethanol Plant Utilization POET Valero ADM Green Plains Andersons/Marathon All Others 10

High protein feeds are animal foods that contain approximately 30% to 60% protein, versus traditional animal feeds with less than 20% protein Traditional feeds, including distillers dried grains and soybean meal, were produced as by-products of corn and soy crushing to produce ethanol, soybean oil, vegetable oil and other traditional primary products Types of high protein feeds include fish meal, corn gluten meal and high protein soy meal Feeds with high protein concentrations sell at a premium given: Feeder / young livestock require a higher protein percent to properly develop and to develop more rapidly High protein contents decrease mortality rates of aquatic species High protein diets are growing in popularity for the domestic animal food industry The global animal feed protein market is estimated to be approximately $290 billion as of 2022 and is expected to surpass $420 billion by 2032, a 3.5% CAGR driven by rising demand for livestock feed and in the pet industry Current Ethanol Market Overview U.S. Feed Protein Market Overview Historical Average Protein Prices by Production Season ($ / ton) (% Protein Concentration) Source: USDA Note: (Percent) Represents average protein content Indexed High Protein Feed Consumption 5-Year Average Price ($ / ton) 11

Current Ethanol Market Overview Historical U.S. Midwest Corn Gluten Meal Wholesale Market Prices Source: USDA ($ per ton) GPRE Average Projected UHP Price Renewable Fuel Standard Enacted Renewable Fuel Standard Expanded 12

Green Plains Partners LP Situation Analysis

Green Plains Partners LP Situation Analysis Partnership Overview Description Ethanol Storage Tanks Historical Revenue Contribution Historical Adjusted EBITDA Source: Public filings ($ in millions) Green Plains Partners LP is a Delaware master limited partnership formed in 2015 by Green Plains Inc. to provide downstream logistics services for GPRE’s ethanol production plants GPP operates, primarily for GPRE: Ethanol storage tanks with an aggregate capacity of 23.1 million gallons Fuel terminals in Birmingham, Alabama and Collins, Mississippi (collectively “Blendstar”) with an aggregate capacity of 6.7 million gallons 2,500 railcars with an aggregate capacity of 75 million gallons and 19 trucks and tankers In April 2023 GPP determined to sell its trucking operations In July 2023 GPRE / GPP sold the ethanol plant and associated storage assets located in Atkinson, Nebraska GPP intends to spend $6.2 million to expand the Birmingham rail loop to increase the number of cars per train and avoid an additional fee levied by BNSF 13

Green Plains Partners LP Situation Analysis Recent GPRE and GPP Financial and Operating Performance GPRE Ethanol Production (Gallons) Crush Margin per Gallon Storage & Throughput Gallons (mm) GPP Terminal Services Gallons (mm) Source: Public filings, Wall Street Research Adjusted EBITDA ($ MM) Railcar Capacity Billed (Daily Avg.) 14

Green Plains Partners LP Situation Analysis Summary Market Data Public Trading Statistics Balance Sheet and Credit Data Unit Price and Distribution per Unit Source: FactSet, Public filings GP / IDR Distribution Profile ($ in millions, except per unit amounts) 15

Green Plains Partners LP Situation Analysis Green Plains Partners Unit Ownership Summary Source: FactSet as of September 15, 2023; Public filings; Wall Street Research Top 20 Institutional Unitholders Unit Ownership Breakdown Unit Ownership Summary Harvest / No Street Ownership Summary Harvest becomes No Street 16

Source: Public filings, Press releases, Wall Street research, FactSet Crude Oil and Refined Products Terminal Trading Statistics ($ in millions, except per share / unit amounts) Green Plains Partners LP Situation Analysis 17

Green Plains Partners LP Situation Analysis GPP Financial Projections – Assumptions Source: GPP management The GPP Financial Projections as provided by GPP management and reviewed by Evercore, incorporate the following assumptions: Trucking assets are sold at the beginning of Q2 2023E for total consideration of $2.0 million Forecasted fees and volumes as follows assuming storage and logistics fees after the minimum volume commitment (“MVC”) with GPRE expires in Q2 2029E based on GPP management’s view of market rates O&M expense per gallon of $0.0033 on Throughput (Storage) Volumes, $0.018 on Blendstar Throughput Volumes and $0.0255 on Logistics Volumes SG&A expense of $4.2 million in 2023E and $4.0 million each year thereafter Cash taxes equal to 0.50% of pre-tax income Maintenance capital expenditures of $0.4 million per year 18

Green Plains Partners LP Situation Analysis GPP Financial Projections – Assumptions (cont’d) Source: GPP management Interest income earned on average cash balance utilizing 5.00% SOFR Interest on GPP’s 2026 Term Loan Facility utilizing 5.00% SOFR plus 8.00% GPP’s 2026 Term Loan Facility allows one optional principal prepayment of $1.5 million per quarter. The GPP Financial Projections include a $1.5 million principal prepayment in Q2 2023E Principal payments of $5.0 million per quarter begin in Q3 2026E until the 2026 Term Loan Facility is fully repaid in Q2 2029E Growth capital expenditures of $6.0 million in 2023E related to the Birmingham rail loop expansion Working capital requirements assume 40-days of revenue for accounts receivable and accounts payable based on O&M expense with pre-paid expenses equal to 30% of O&M expense Distribution per LP unit of $1.82 from 2023E through 2025E, then decreasing to $1.41 in 2026E, $1.00 from 2027E through 2028E, $0.90 in 2029E and $0.80 in 2030E Distribution reductions in 2026E, 2027E, 2029E and 2030E driven by discretionary Term Loan repayments beginning Q3 2027E 13,605 units issued each Q3 as stock-based compensation, no other LP units issued or repurchased throughout the projection period 19

Green Plains Partners LP Situation Analysis GPP Operating Projections Summary Source: GPP management GPRE Ethanol Production (MMGal) and Utilization % Volumes by Segment Fees ($ / Gallon) Revenue by Segment ($ MM) 20

Green Plains Partners LP Situation Analysis GPP Financial Projections Summary ($ in millions) Source: GPP management EBITDA Distributable Cash Flow Distributed Cash Flow Net Debt ($ MM) | Net Debt / LTM EBITDA 21

Green Plains Partners LP Situation Analysis GPP Financial Projections – Summary EBITDA Build ($ in millions, unless otherwise noted) Source: GPP management 1. 2023E GPRE Operating Statistics and GPRE Volumes do not adjust for Q1 2023 Actuals 22

Green Plains Partners LP Situation Analysis GPP Financial Projections – Summary Cash Flows ($ in millions, except per unit amounts) Source: GPP management 23

Green Plains Partners LP Situation Analysis GPP Financial Projections – Summary Sources and Uses ($ in millions) Source: GPP management 24 Sources Uses

Valuation of GPP Common Units

Valuation of GPP Common Units Valuation Methodologies Methodology Description Metrics/Assumptions Discounted Cash Flow Analysis Values the Common Units based on the concepts of the time value of money. In performing its analysis, Evercore: Utilized varying WACC discount rates and applied various perpetuity growth rates to derive after-tax valuation ranges for the Common Units Calculated terminal values based on a range of multiples of EBITDA as well as assumed perpetuity growth rates Discounted the projected cash flows to June 30, 2023 WACC based on the Capital Asset Pricing Model (“CAPM”) Unitholder effective tax rate of 29.6% (80.0% at 37.0% top bracket) from 2023E to 2025E and a tax rate of 37.0% for 2026E and terminal value EBITDA exit multiple of 7.0x to 9.0x and a perpetuity growth rate of 0.5% to 1.5% Discounted Distributions Analysis Values the Common Units based on the present value of the future cash distributions to GPP unitholders Discounted projected distributions to June 30, 2023 Terminal yield range of 12.0% to 15.0% Cost of equity of 11.0% to 12.0% based on CAPM Peer Group Trading Analysis Values the Common Units based on peer group’s current market enterprise value multiples of relevant EBITDA Peer group selected from MLPs and corporations with assets similar to those owned by GPP Enterprise Value / EBITDA multiples applied to 2023E and 2024E EBITDA Precedent M&A Transaction Analysis Values the Common Units based on multiples of transaction value to EBITDA in historical transactions involving assets similar to those owned by GPP Enterprise Value / EBITDA multiples applied to 2023E EBITDA Premiums Paid Analysis Values the Common Units based on historical premiums paid in (i) MLP buy-ins and (ii) MLP mergers since 2018 Range of 1-Day spot, 20-Day and 60-Day volume weighted average price premiums paid applied to relevant unit prices Analyst Price Targets Based on the minimum and maximum price targets set by Wall Street research analysts Uses current analyst price targets 52-Week Trading Range Based on recent trading prices Based on closing prices for the Common Units during the period of September 15, 2022 to September 15, 2023 The following sets forth the methodologies utilized by Evercore in its valuation of the Common Units, each assuming a June 30, 2023 valuation date For Reference Only 25

Valuation of GPP Common Units Valuation Summary Source: FactSet, Partnership filings, GPP management As of September 15, 2023 For Reference Only 26

Valuation of GPP Common Units Discounted Cash Flow Analysis ($ in millions, except per unit amounts) Summary Result Sensitivity Analysis Source: GPP management 2023E Tax D&A assumes 80% bonus depreciation calculated as the implied enterprise value plus 2023E capital expenditures; 2024E+ Tax D&A is calculated assuming bonus depreciation phase out as follows: 80% in 2023E, 60% in 2024E, 40% in 2025E, 20% in 2026E and 0% in 2027E and 2028E Assumes unitholder effective tax rate of 29.6% (80.0% of 37.0% tax rate) through 2025E, and a unitholder effective tax rate of 37.0% in 2026E and in perpetuity Includes 2.0% general partner interest, economically equivalent to 474,793 LP Units as of June 30, 2023 27

Valuation of GPP Common Units Discounted Distribution Analysis Source: FactSet, GPP management Values LP units based on distributions Based on GPP’s 52-week yield range of 12.3% to 15.1% with a median of 14.1% and mean of 14.0% as of September 15, 2023 Sensitivity Analysis 28

Source: Public filings, Press releases, Wall Street research, FactSet Peer Group Trading Analysis ($ in millions, except per share / unit amounts) Valuation of GPP Common Units 29

Valuation of GPP Common Units Peer Group Trading Analysis (cont’d) ($ in millions, except per unit amounts) Source: FactSet, GPP management Includes 2.0% general partner interest, economically equivalent to 474,793 LP Units as of June 30, 2023 30

Valuation of GPP Common Units Precedent M&A Transaction Analysis Precedent Crude Oil and Refined Products Terminalling Transactions Source: Public filings, Investor presentations, Wall Street research Includes 2.0% general partner interest, economically equivalent to 474,793 LP Units as of June 30, 2023 Precedent M&A Transaction Analysis ($ in millions, except per unit amounts) 31

Premiums Paid Analysis Source: Bloomberg, FactSet, Public filings VWAP premiums paid are calculated by dividing the value of the offer, defined as the exchange ratio multiplied by the closing price of the acquiror’s shares / units on the last trading day prior to announcement plus any cash received, by the 30- or 60-trading day VWAP of the target as calculated from the last undisturbed trading day prior to the announcement Valuation of GPP Common Units 32

Valuation of GPP Common Units Premiums Paid Analysis (cont’d) Source: FactSet For Reference Only 33

Valuation of GPP Common Units Sensitivity Cases – Assumptions In addition to the GPP Financial Projections, Evercore considered three sensitivity cases with respect to: (i) the throughput and logistics rates charged to GPRE following the expiration of the MVC and (ii) GPP’s distribution policy while holding volumes consistent with the GPP Financial Projections GPP Financial Projections (32% decline in Throughput Rate and 17% decline in Logistics Rate) No decline in Throughput Rate or Logistics Rate / 1.00x distribution coverage 10% decline in Throughput Rate and 5% decline in Logistics Rate / 1.00x distribution coverage 20% Decline in Throughput Rate and 10% decline in Logistics Rate / 1.30x distribution coverage Throughput Rate by Case ($ / Gallon) Logistics Rate by Case ($ / Gallon) 0% Decline in Rates / 1.00x Distribution Coverage 10% Decline in Throughput Rate / 5% Decline in Logistics Rate / 1.00x Distribution Coverage 20% Decline in Throughput Rate / 10% Decline in Logistics Rate / 1.30x Distribution Coverage GPP Financial Projections GPP Financial Projections Sensitivity Cases 34

Valuation of GPP Common Units Sensitivity Cases – Adjusted EBITDA and Distribution per Unit Comparison Adjusted EBITDA ($ MM) Distributions per Unit 0% Decline in Rates / 1.00x Distribution Coverage 10% Decline in Throughput Rate / 5% Decline in Logistics Rate / 1.00x Distribution Coverage 20% Decline in Throughput Rate / 10% Decline in Logistics Rate / 1.30x Distribution Coverage GPP Financial Projections 35

Valuation of GPP Common Units Sensitivity Cases – Valuation Summary Source: FactSet, Partnership filings, GPP management As of September 15, 2023 36

Green Plains Inc. Situation Analysis

Green Plains Inc. Situation Analysis Company Overview Description Production Facilities Historical Adjusted EBITDA Source: Public filings As of December 31, 2022 Excludes intersegment eliminations ($ in millions) Green Plains Inc. is an Omaha, Nebraska headquartered firm founded in 2004 as a producer of low-carbon fuels, primarily ethanol GPRE has recently shifted strategy to be a sustainable biorefinery platform producing ethanol as well as Ultra-High Protein and Renewable Corn Oil GPRE owns the General Partner of GPP and an approximately 51% economic interest in the Partnership, through its ownership of Common Units and the 2% general partner interest GPRE facilities are capable of processing approximately 309 million bushels of corn per year and producing approximately: 903 million gallons per year of ethanol 2.7 million tons per year of distillers grains and Ultra-High Protein1 278 million pounds per year of renewable corn oil Historical External Revenue Contribution2 37

Green Plains Inc. Situation Analysis Summary Market Data Public Trading Statistics Balance Sheet and Credit Data Share Price ($ in millions, except per share amounts) Consensus EBITDA Estimates Over Time 38 Source: FactSet, Public filings Note: $230.0 million 2.25% Convertible Notes due March 2027 assumed to convert into 7.3 million GPRE Common Shares

Green Plains Inc. Situation Analysis Wall Street Research Selected Price Targets Evolution of Analyst Ratings EBITDA Estimates Source: FactSet, Wall Street Research as of September 15, 2023 ($ in millions, except per share amounts) 39

Green Plains Inc. Situation Analysis Ownership Summary Source: FactSet as of September 15, 2023; Public filings; Wall Street Research Top 20 Institutional Shareholders Share Ownership Breakdown Share Ownership Summary Historical Short Interest (000’s) 40

Source: Public filings, Press releases, Wall Street Research, FactSet GPRE Peer Trading Statistics ($ in millions, except per share amounts) Green Plains Inc. Situation Analysis 41

Source: Public filings, Press releases, Wall Street Research, FactSet Note: Pie charts represent 2022 revenue split GPRE Peer Business Overview Green Plains Inc. Situation Analysis Clean Fuels Peers Ethanol production company based in California, pursuing renewable natural gas, sustainable aviation fuel, renewable diesel and CCUS opportunities Specialty ingredients manufacturer focused on converting bio-nutrient streams into ingredients for food, feed, renewable diesel and other fuels Distiller and refiner specializing in ethanol, distiller’s grains, and natural gas products with plans for CCUS and other clean energy endeavors Ethanol production company Pursuing opportunities such as SAF, renewable diesel and CCUS Enterprise Value < $1 billion P P Produces specialty ingredients used for feed and fuel Operates renewable diesel business with Valero (Diamond Green Diesel) Enterprise value > $13 billion P Ethanol production company Pursuing opportunities in clean energy including CCUS Enterprise value < $1 billion P P 42

Source: Public filings, Press releases, Wall Street Research, FactSet Note: Pie charts represent 2022 revenue split GPRE Peer Business Overview (cont’d) Green Plains Inc. Situation Analysis Agriculture & Ingredients Peers Largest producer of specialty alcohols in the US. Fuel ethanol production capacity of 210 MMGpy and specialty alcohol capacity of 140 MMGpy. Also markets and distributes third-party ethanol Agricultural company with operations in production, distribution, and marketing of grains, ethanol, oils and renewable diesel feedstocks Food processing and agricultural ingredient manufacturing company. Produces renewable feedstocks, specialty proteins and sustainable fuels Food and beverage ingredients provider primarily manufacturing sweeteners, starches and plant-based protein options Global oilseed and grains processor producing vegetable oils, protein meals and packaged plant-based oils 43

Green Plains Inc. Situation Analysis Overview of GPRE Segments ($ in millions) 44

Asset Summary Matrix 2027E capacity net of fully integrated biorefinery expansions and CST installation impacts at various facilities Current capacity DCO financials are not currently included in the GPRE Financial Projections In service by 2028. Reflects base capacity. CO2 capacity is offset by CST installations and will be reduced as additional CST operations come online at Madison, Obion, Wood River and York facilities. CP = Carbon Pipeline Partnership facility; DI = Direct Inject facility; Offtake = Carbon Offtake facility Central City (NE) Fairmont (MN) Madison (IL) Mount Vernon (IN) Obion (TN) Wood River (NE) Shenandoah (IA) Superior (IA) Otter Tail (MN) Atkinson (NE) York (NE) Full Ethanol Capacity (MMGal)1 156 119 120 90 120 121 82 60 55 552 502 MSC (DCO and Ultra-High Protein) Completion Date Complete Q4 2024 Q3 2024 Complete Complete Complete Complete Remaining Capital Expenditures $ - $69 $69 $ - $ - $ - $ - Full UHP Capacity (K tons) 84 64 65 48 65 65 44 Full DCO Capacity (MMlbs)3 63 47 47 47 63 47 49 CST Completion Date Q2 2026 Q3 2025 Q4 2026 Q2 2024 Remaining Capital Expenditures $56 $106 $76 $36 Full Capacity (MMlbs) 554 1,047 745 475 Carbon (CP) (CP) (Offtake) (DI) (Offtake) (CP) (CP) (CP) (CP) Completion Date Q4 2024 Q4 2024 FY2028 Q4 2026 FY2028 Q4 2024 Q4 2024 Q4 2024 Q4 2024 Remaining Capital Expenditures $ - $ - $ - $61 $ - $ - $ - $ - $ - Full Capacity (K tons) 458 343 3434 343 3434 172 243 200 200 ü ü ü ü ü ü ü ü ü ü ü ü ü ü ü ü ü ü ü ü Green Plains Inc. Situation Analysis ($ in millions) 45

Green Plains Inc. Situation Analysis ($ in millions, unless otherwise noted) GPRE Segment Level Financial Projections – Fuel Ethanol Source: GPRE management The Fuel Ethanol segment incorporates the following operating assumptions: The Central City Plant is forecasted to complete a 40.0 MMGY capacity expansion in Q3 2025E at a cost of $50.0 million. Capacity at the Madison Plant increases by 30.0 MMGY in Q4 2025E, with no incremental capital expenditures Atkinson and York plants assumed to be idled beginning in Q1 2024E Ethanol production declines as installed CST capacity shifts plant grinding capacity to CST feedstock Assumes plant utilization of 90% Operating expenses are subject to a total cap of $0.32 / gallon and include the following: Natural gas usage constant at 0.08 MMBtu / bushel, natural gas price held constant at $5.49 / MMBtu Denaturant usage of 0.06 gallons / bushel, denaturant price held constant at $2.18 / gallon Electricity usage constant at 2.39 kWhs / bushel, electricity cost held constant at $0.07 / kWh Chemicals, yeast and enzymes cost held constant at $0.23 / bushel Repairs & maintenance expense held constant at $0.05 / gallon of equivalent total production attributed proportionally between ethanol and clean sugars based on total production Biorefinery production labor expense held constant at $11.6 million per quarter, attributed proportionally between ethanol and clean sugars based on total production Fuel Ethanol Financial Summary Ethanol Production and Average Price 46

Green Plains Inc. Situation Analysis ($ in millions, unless otherwise noted) GPRE Segment Level Financial Projections – Corn Oil Source: GPRE management The Corn Oil segment incorporates the following operating assumptions: Corn oil yields of 0.80 pounds per bushel during ethanol production and an incremental 0.35 pounds per bushel during Ultra-High Protein production Operating expenses of $0.017 / pound includes: Chemical expense of $0.014 / pound Repairs and maintenance expense of $0.003 / pound The Corn Oil segment purchases Distillers Dried Grains from the Fuel Ethanol & CST segments Corn Oil Financial Summary Corn Oil Production and Average Price 47

Green Plains Inc. Situation Analysis ($ in millions, unless otherwise noted) GPRE Segment Level Financial Projections – Ultra-High Protein Source: GPRE management The UHP segment incorporates the following operating assumptions: Conversion completed on five plants as of Q1 2023A Fairmont and Madison plant conversions expected to be complete in Q1 2025E and Q3 2024E, respectively Fairmont: capital expenditures of $69.3 million and capacity of 16,030 tons Madison: capital expenditures of $68.9 million and capacity of 16,165 tons Ultra-High Protein capacity increases with ethanol expansions at Central City and Madison Protein yield ramp of 2.10 pounds per bushel in the first quarter of operations, 3.15 pounds per bushel in the second quarter of operations and 3.50 pounds per bushel thereafter Operating expense of $83.00 per ton The UHP segment purchases Distillers Dried Grains from the Fuel Ethanol & CST segments Ultra-High Protein Financial Summary Ultra-High Protein Production and Average Price 48

Green Plains Inc. Situation Analysis ($ in millions, unless otherwise noted) GPRE Segment Level Financial Projections – Ultra-High Protein JV Source: GPRE management Turnkey solution introduced to provide strategic partners with Fluid Quip MSC protein technology GPRE will commit up to 50% of capital required, as well as provide technological, marketing, and sourcing assistance for processing of Ultra-High Protein products and other distillers grains products In August 2021, GPRE established a 50/50 JV with Tharaldson Ethanol Plant I, LLC (“Tharaldson”), with MSC technology assets added adjacent to the Tharaldson Ethanol Plant in North Dakota The JV is aimed at producing Ultra-High Protein products and increasing renewable corn oil yields. The JV assets are anticipated to be fully-operational in early 2024 The UHP - JV segment incorporates the following operating assumptions: One operational JV through projection period $28.1 million in additional capital expenditures to complete MSC integration Operating expenses of $83.00 / ton Ultra-Protein JV Financial Summary Ultra-High Protein JV Production and Average Price 49

Green Plains Inc. Situation Analysis ($ in millions, unless otherwise noted) GPRE Segment Level Financial Projections – Clean Sugar Technology Source: GPRE management The Clean Sugar Technology segment incorporates the following operating assumptions: Shenandoah, Obion, Madison and Wood River plants assumed to receive conversions starting Q2 2024E, Q4 2025E, Q3 2026E and Q1 2027E, respectively Shenandoah: capital expenditures of $48.2 million and capacity of 38.6 MMGY Obion: capital expenditures of $106.3 million and capacity of 85.0 MMGY Madison: capital expenditures of $56.3 million and capacity of 45.0 MMGY Wood River: capital expenditures of $75.6 million and capacity of 60.5 MMGY Operating expenses are subject to a total cap of $0.74 / bushel and include the following identified costs: Natural gas usage of 0.02 MMBtu / bushel, natural gas price of $5.49 / MMBtu Electricity usage of 0.24 kWhs / bushel, at a rate of $0.07 / kWh Chemicals, yeast and enzymes expense of $0.41 / bushel Repairs & maintenance expense of $0.05 / gallon of total equivalent production, attributed proportionally between ethanol and clean sugars based on total production Biorefinery production labor expense held constant at $11.6 million per quarter, attributed proportionally between ethanol and clean sugars based on total production Clean Sugar Technology Financial Summary Clean Sugar Production and Average Price 50

Task % Complete May Jun Quarter 3 2023 Aug Sep Quarter 4 2023 Quarter 1 2024 Jul Aug Sep Oct Nov Dec Jan Feb CST Construction 8% Area 46 SACC 19% Tank Installation 50% Tank Pipe Rack 0% Tank Piping 0% Electrical / I&C Install 0% Area 46 Refinery 32% Foundation 0% Interior Steel Erection 0% PEMB Shell Erection 0% Electrical / I&C Install 0% Area 46 Evaporator 0% Steel Erection 0% Evaporator Setting 0% Piping 0% Electrical / I&C Install 0% Area 40 OSBL (North) 0% Foundation 0% Pipe Rack Erection 0% Piping 0% Electrical / I&C Install 0% Area 40 OSBL (South) 0% Foundation 0% Pipe Rack Erection 0% Piping 0% Electrical / I&C Install 0% Area 48 Loadout Building 0% Foundation 0% PEMB Shell Erection 0% Interior Steel Erection 0% Piping 0% Electrical / I&C Install 0% Area 48 Loadout Tanks 0% Tank Installation 0% Piping 0% Electrical / I&C Install 0% Area 49 Cooling Tower 0% Foundation 0% Tower Erection 0% Pipe Rack Erection 0% Piping 0% Electrical / I&C Install 0% Area 43 Chemical Offload 0% Foundation 0% Task Installation 0% Piping 0% Electrical / I&C Install 0% Mechanical Completion 0% 0% MCC Installation 0% Motors, Valves, Water, etc. 0% CST Start Up 2/2 0% Shenandoah CST Conversion Gantt Chart Green Plains Inc. Situation Analysis 12/29 2/2 Source: GPRE management 51

Green Plains Inc. Situation Analysis The financial projections for GPRE as provided by GPRE management and reviewed by Evercore, incorporate the following assumptions: Segment level financial projections as reviewed previously herein GPRE’s Adjusted EBITDA includes its wholly owned segments as well as the pro rata EBITDA attributable to GPRE in certain subsidiaries EBITDA attributable to noncontrolling interests: MLP Non-Crush third-party EBITDA assumed to be 5.5% of GPP EBITDA FQT third-party EBITDA of $13.5 million per year, and FQT ownership of 70.0% EBITDA attributable to GPRE’s 50.0% interest in the UHP JV CCUS includes cash flows related to both Pipeline and Direct Injection CCUS – Pipeline requires no capital expenditures and begins contributing to EBITDA in 2025E CCUS – Direct Injection requires $60.8 million of capital expenditures and generates approximately $25.8 million of EBITDA in 2027E CHP includes $7.5 million and $6.7 million of capital expenditures, net of tax credits, in 2024E and 2025E, respectively, related to the installation of CHP upgrades at Central City, Madison, Mount Vernon, Shenandoah and Wood River GPRE Financial Projections – Assumptions Source: GPRE management 52

Green Plains Inc. Situation Analysis Selling, General and Administrative expenses of $67.0 million in 2023E, escalated at 3% annually As GPRE’s debt instruments mature, cash on hand is utilized for principal payments Annual maintenance capital expenditures of 1.63% of gross property, plant and equipment Ospraie and BlackRock warrants projected to be exercised in Q3 2025E through Q1 2026E, generating gross proceeds of $56.1 million for 2.6 million shares (exercise price of $22.00 per share) Atkinson and York plants assumed to be sold for $20.0 million in Q1 2024E Working capital requirements assume an average of 12 days sales outstanding based on total revenue, an average of 37 days inventory outstanding based on total COGS, prepaid and other expenses based on an average of 2.3% of COGS + SG&A, an average of 16 days payables outstanding based on total COGS and accrued liabilities & other based on an average of 6.5% of COGS + SG&A GPRE Financial Projections – Assumptions (cont’d) Source: GPRE management 53

Green Plains Inc. Situation Analysis GPRE Financial Projections – Summary Cash Flows ($ in millions) Source: GPRE management 54

Green Plains Inc. Situation Analysis GPRE Financial Projections – Sources and Uses ($ in millions) Source: GPRE management 55

Valuation of GPRE Common Shares

Valuation of GPRE Common Shares Valuation Methodologies Methodology Description Metrics/Assumptions Discounted Cash Flow Analysis Values Common Shares based on the concepts of the time value of money. In performing its analysis, Evercore: Utilized varying WACC discount rates and applied various perpetuity growth rates to derive after-tax valuation ranges for the Common Shares Calculated terminal values based on a range of multiples of EBITDA as well as assumed perpetuity growth rates Discounted the projected cash flows to June 30, 2023 WACC based on CAPM Effective tax rate of 24.5% as provided by GPRE management EBITDA exit multiple of 6.5x to 7.5x and a perpetuity growth rate of 0.5% to 1.5% CCUS and CHP initiatives valued at historical investment and as such, all forecasted cash flows are removed from the valuation Peer Group Trading Analysis Values the Common Shares based on peer group’s current market enterprise value multiples of relevant EBITDA Peer group selected from corporations with assets similar to those owned by GPRE Enterprise Value / EBITDA multiples applied to 2024E and 2025E EBITDA CCUS and CHP initiatives valued at historical investment and as such, all forecasted cash flows are removed from the valuation Precedent M&A Transaction Analysis Values the Common Shares based on multiples of transaction value to EBITDA in historical transactions involving assets similar to those owned by GPRE Enterprise Value / EBITDA multiples applied to 2024E and 2025E EBITDA CCUS and CHP initiatives valued at historical investment and as such, all forecasted cash flows are removed from the valuation Analyst Price Targets Based on the minimum and maximum price targets set by Wall Street research analysts Uses current analyst price targets 52-Week Trading Range Based on recent stock trading prices Based on closing prices for the Common Shares during the period of September 15, 2022 to September 15, 2023 The following sets forth the methodologies utilized by Evercore in its valuation of the Common Shares, each assuming a June 30, 2023 valuation date For Reference Only 56

Valuation of GPRE Common Shares Valuation Summary For Reference Only Source: FactSet, Company filings, GPRE management As of September 15, 2023 57

Valuation of GPRE Common Shares Discounted Cash Flow Analysis ($ in millions, except per share amounts) Sensitivity Analysis Source: GPRE management Note: Adjusted EBITDA excludes CCUS and CHP EBITDA Cash taxes as per GPRE management Net Debt and Fully Diluted Share Count adjusts for redemption of $230 million 2.25% Convertible Notes Due March 2027 if the median Implied Value per Share is above $31.6250, Fully Diluted Share Count adjusts for exercise of Ospraie and BlackRock warrants if the median Implied Value per Share is above $22.00, treasury stock method at the median Implied Value per Share used for warrant redemptions Summary Result 58

Source: Public filings, Press releases, Wall Street research, FactSet Peer Group Trading Analysis ($ in millions, except per share amounts) Valuation of GPRE Common Shares Peer Trading Statistics 59

Source: Public filings, Press releases, Wall Street research, FactSet Note: Adjusted EBITDA excludes CCUS and CHP EBITDA Net Debt and Fully Diluted Share Count adjusts for redemption of $230 million 2.25% Convertible Notes Due March 2027 if the median Implied Value per Share is above $31.6250, Fully Diluted Share Count adjusts for exercise of Ospraie and BlackRock warrants if the median Implied Value per Share is above $22.00, treasury stock method at the median Implied Value per Share used for warrant redemptions Peer Group Trading Analysis (cont’d) ($ in millions, except per share amounts) Valuation of GPRE Common Shares 60

Valuation of GPRE Common Shares Precedent M&A Transaction Analysis Precedent Ethanol Production Transactions Source: Public filings, Investor presentations, Wall Street research ($ in millions, except per unit amounts) 61

Valuation of GPRE Common Shares Precedent M&A Transaction Analysis (cont’d) Precedent Animal Feed Transactions Source: Public filings, Investor presentations, Wall Street research ($ in millions) 62

Valuation of GPRE Common Shares Precedent M&A Transaction Analysis (cont’d) Source: Public filings, Investor presentations, Wall Street research Net Debt and Fully Diluted Share Count adjusts for redemption of $230 million 2.25% Convertible Notes Due March 2027 if the median Implied Value per Share is above $31.6250, Fully Diluted Share Count adjusts for exercise of Ospraie and BlackRock warrants if the median Implied Value per Share is above $22.00, treasury stock method at the median Implied Value per Share used for warrant redemptions ($ in millions, except per share amounts) 63

Valuation of GPRE Common Shares Sensitivity Analysis – Assumptions Source: GPRE management To sensitize the GPRE Financial Projections, certain assumptions provided in the GPRE Financial Projections were modified, including: Corn Oil price projections held flat at $0.70 per pound beginning in 2024 Ultra-High Protein price projections held flat at $550 per ton beginning in 2024 A 20% increase in projected Ultra-High Protein capital expenditures A 12-month delay in Clean Sugar Technology Protein project completions at Shenandoah, Obion, Madison and Wood River CCUS and CHP cash flows excluded from the forecast 64

Valuation of GPRE Common Shares Sensitivity Analysis – Valuation Summary Source: FactSet, Company filings, GPRE management As of September 15, 2023 For Reference Only 65

Analysis of the Consideration

Analysis of the Consideration Consideration Analysis Note: Based on implied unit / share prices per the Valuation of GPP and Valuation of GPRE Given no GPRE dividends utilizes Discounted Cash Flow Analysis In each case, calculated as the GPRE Value per Share x 0.4050x + $2.00 (e.g., the Exit Multiple Discounted Cash Flow Implied High Value = $43.21 x 0.4050x + $2.00) 1 1 GPP Common Unit Value Implied Value of the Consideration 66

Sensitivity Cases – Analysis of the Consideration Illustrative Consideration Analysis Note: Based on implied unit / share prices per the Valuation Sensitivities of GPP and Valuation Sensitivities Discounted Cash Flow Analysis of GPRE Given no GPRE dividends utilizes Discounted Cash Flow Analysis In each case, calculated as the GPRE Value per Share x 0.4050x + $2.00 $14.83 $11.93 Implied Value of the Consideration 1 1 1 1 1 1 1 1 GPP Common Unit Value Implied Value of the Consideration 67

Pro Forma Analysis

Pro Forma Analysis Pro Forma Financial Projections – Assumptions Evercore considered the financial impact of the Transaction to GPRE assuming both the GPRE Financial Projections as well as the GPRE Sensitivity Analysis and the following assumptions: Effective date of June 30, 2023 The Transaction funded 87.3% with GPRE Common Shares assuming 0.4050x Common Shares per Common Unit, or 4.7 million Common Shares issued to the Unaffiliated Unitholders and 12.7% with GPRE cash on the balance sheet equal to $23.4 million The transaction value is assumed to be allocated primarily to intangible assets for tax purposes, and GPRE expects bonus depreciation to have minimal tax benefits GPRE management has detailed $2.7 million in projected annual synergies using 2022A selling, general and administrative expenses Incremental cash taxes calculated using GPRE’s effective tax rate of 24.5% as provided by GPRE management No incremental debt paydown assumed relative to the GPRE Financial Projections GPRE CAFD per Share Accretion / (Dilution) GPRE Net Debt / LTM Adj. EBITDA Versus Status Quo Source: GPRE management 9% 10% (1%) 4% (3%) 2% (5%) (3%) % Accretion / (Dilution) 68

Pro Forma Analysis Pro Forma Financial Projections – CAFD Accretion / Dilution Source: GPRE management ($ in millions, except per share amounts) 69

Pro Forma Analysis Pro Forma Financial Projections – Sources and Uses ($ in millions) Source: GPRE management 70

Pro Forma Analysis Pro Forma Financial Projections: GPRE Sensitivity Case – CAFD Accretion / Dilution Source: GPRE management ($ in millions, except per share amounts) 71

Pro Forma Analysis Pro Forma Financial Projections: GPRE Sensitivity Case – Sources and Uses ($ in millions) Source: GPRE management 72

Appendix

Additional Pro Forma Considerations

Additional Pro Forma Considerations Green Plains Partners LP / Green Plains Inc. Top Institutional Overlap Shading represents institutions holding both companies – excluding brokers holding in street name GPP Top 20 Institutions GPRE Top 20 Institutions Source: FactSet as of September 15, 2023 Note: Holdings represent visible shares reported as % of shares outstanding as of 06/30/23 Form 13F filings and any subsequent updates. Excludes holdings held by insiders 73

Additional Pro Forma Considerations GPRE Share Liquidity Analysis Source: Public filings, FactSet as of September 15, 2023 Assumes common shares equal to 10% of YTD average daily trading volume are sold each day Transaction – Consideration Liquidity Analysis GPRE Daily Trading Volume (MM) 74

Illustrative GPP Unitholder Tax Analysis

Illustrative GPP Unitholder Tax Analysis Illustrative GPP Unitholder Tax Analysis at $15.69 / unit On June 5, 2023, PricewaterhouseCoopers LLP (“PwC”) provided the Unaffiliated Unitholders tax liability by unit acquisition date information, which included the following: Adjusted Basis – Represents the weighted average price acquired, plus cumulative income, less cumulative distributions and DD&A from the acquisition date to December 2022 §751 Gain – Recharacterization of gain or loss on the sale of a partnership interest from capital to ordinary on §751 property owned by the partnership Net Ordinary Gain / (Loss) per Unit – Calculated as §751 Gain less Passive Loss Carryover assuming Passive Loss Carryover amounts are 100% available to offset Ordinary Gains Net Capital Gain / (Loss) per Unit – Calculated as Total Gain / (Loss) per Unit less §751 Gain Estimated Taxes – Calculated based on the Net Ordinary Gain / (Loss) per Unit assuming a 37.0% tax rate and the Net Capital Gain / (Loss) per Unit assuming a 20.0% tax rate Source: PwC Note: GPP Unaffiliated Units outstanding from PwC are overstated due to broker overreporting 75

Illustrative GPP Unitholder Tax Analysis Implied Taxes @ 37.0% Ordinary Gain / 20.0% Capital Gain Tax Liability Deciles ($ per unit) Illustrative GPP Unitholder Tax Analysis at $15.69 / unit (cont’d) 76

Illustrative GPP Unitholder Tax Analysis Precedent Taxable MLP Buy-In Unitholder Tax Impact Estimated Cash Tax (Benefit) / Expense per Unit 77

Illustrative GPP Unitholder Tax Analysis Precedent Taxable MLP Buy-In Unitholder Tax Impact (cont’d) Estimated Cash Tax (Benefit) / Expense per Unit as % of Offer Value 78

Weighted Average Cost of Capital Analysis

Weighted Average Cost of Capital Analysis GPP WACC Analysis – Theoretical Capital Asset Pricing Model($ in millions, except per unit / share amounts) Source: Predicted raw betas from FactSet; Adjusted Equity Beta calculated as: (0.67) × Raw Beta + (0.33) × 1.0 Unlevered Beta calculated as: Adjusted Equity Beta × (E/(E + D × (1-T)) Assumes corporate tax rate of 29.6% for MLPs and assumes corporate tax rate of 21.0% for Corporations 20-year Treasury as of September 15, 2023 Source: Ibbotson Associates Micro Cap (Decile 9) by Ibbotson Associates with a market capitalization between $218.4 million and $373.9 million Equity Cost of Capital calculated as: Risk-free rate + (Levered Equity Beta × Market Risk Premium) + Small Company Risk Premium Implied GPP 20-year cost of debt based on the current yield to worst of the BofA US High Yield (Single-B) Index 79

Weighted Average Cost of Capital Analysis GPRE WACC Analysis – Theoretical Capital Asset Pricing Model($ in millions, except per share amounts) Source: Predicted raw betas from FactSet; Adjusted Equity Beta calculated as: (0.67) × Raw Beta + (0.33) × 1.0 Unlevered Beta calculated as: Adjusted Equity Beta × (E/(E + D × (1-T)) Assumes corporate tax rate of 21.0% 20-year Treasury as of September 15, 2023 Source: Ibbotson Associates Low Cap (Decile 6) by Ibbotson Associates with a market capitalization between $1,389.9 million and $2,365.1 million Equity Cost of Capital calculated as: Risk-free rate + (Levered Equity Beta × Market Risk Premium) + Small Company Risk Premium Implied GPRE 20-year cost of debt based on the current yield to worst of the BofA US High Yield (Single-B) Index and assumes 24.5% effective tax rate per GPRE management 80
Exhibit (f)(3)
Delaware Revised Uniform Limited Partnership Act
Delaware Code Title 6 § 17-212.
Unless otherwise provided in a partnership agreement or an agreement of merger or consolidation or a plan of merger or a plan of division, no appraisal rights shall be available with respect to a partnership interest or another interest in a limited partnership, including in connection with any amendment of a partnership agreement, any merger or consolidation in which the limited partnership or a registered series of the limited partnership is a constituent party to the merger or consolidation, any division of the limited partnership, any conversion of the limited partnership to another business form, any conversion of a protected series of the limited partnership to a registered series of such limited partnership, any conversion of a registered series of the limited partnership to a protected series of such limited partnership, any transfer to or domestication or continuance in any jurisdiction by the limited partnership, or the sale of all or substantially all of the limited partnerships assets. The Court of Chancery shall have jurisdiction to hear and determine any matter relating to any appraisal rights provided in a partnership agreement or an agreement of merger or consolidation or a plan of merger or a plan of division.
Exhibit 107
Calculation of Filing Fee Tables
Table 1Transaction Value
| Transaction Valuation |
Fee Rate |
Amount of Filing Fee | ||||
| Fees to Be Paid |
$163,963,121.40 (1) | 0.00014760 | $24,200.96 (2) | |||
| Fees Previously Paid |
$0 | $0 | ||||
| Total Transaction Valuation |
$163,963,121.40 | |||||
| Total Fees Due for Filing |
$24,200.96 | |||||
| Total Fees Previously Paid |
$0 | |||||
| Total Fee Offsets |
$24,200.96 (3) | |||||
|
Net Fee Due |
$0 | |||||
Table 2Fee Offset Claims and Sources
| Registrant or Filer Name |
Form or Filing Type |
File Number | Initial Filing Date |
Filing Date |
Fee Offset Claimed |
Fee Paid with Fee Source | ||||||||
| Fee Offset Claims | Form S-4 | 333-275007 | October 16, 2023 | $24,200.96 | ||||||||||
| Fee Offset Sources | Green Plains Inc. | Form S-4 | 333-275007 | October 16, 2023 | $24,200.96 (3) | |||||||||
| (1) | This Schedule 13E-3 relates to the registration of shares of Common Stock, par value $0.001 per share (the GPRE Common Stock), of Green Plains Inc. (GPRE) into which the common units representing limited partner interests (the GPP Common Units) in Green Plains Partners LP (GPP), will be exchanged. The transaction valuation (the Transaction Valuation) is calculated solely for purposes of determining the filing fee in accordance with Rule 0-11 under the Securities Exchange Act of 1934, as amended (the Exchange Act). The Transaction Valuation is calculated based on the product of (a) $14.04, the average of the high and low prices of a GPP Common Unit as reported on the Nasdaq on October 12, 2023, which is within five business days prior to the filing of this Schedule 13E-3, and (b) 11,678,285, the estimated maximum number of GPP Common Units that may be exchanged for consideration in the merger that is the subject of this Schedule 13E-3 (the Merger), which is the sum of (i) 11,659,736 GPP Common Units estimated to be held by public unitholders of GPP immediately prior to completion of the Merger and (ii) 18,549 GPP Common Units underlying outstanding awards issued under the Green Plains Partners LP 2015 Long-Term Incentive Plan and other plans of GPP or Green Plains Holdings LLC providing for the grant of awards of GPP Common Units (assuming target performance of any such awards that are conditioned upon the satisfaction or attainment of a performance or incentive goal). |
| (2) | The filing fee, calculated in accordance with Exchange Act Rule 0-11, is calculated by multiplying the Transaction Valuation by 0.00014760. |
| (3) | GPRE previously paid $24,200.96 upon the filing of its Registration Statement on Form S-4 on October 16, 2023 in connection with the transaction reported hereby. |