Item 1.01. Entry into a Material Definitive Agreement.

On May 11, 2021, Green Plains Inc. (the "Company") entered into a privately negotiated exchange agreement (the "Exchange Agreement") with certain noteholders (the "Noteholders") of the Company's 4.00% Convertible Senior Notes due 2024 (the "2024 Notes"), pursuant to which the Noteholders have agreed to exchange $51 million in aggregate principal amount of the Company's outstanding 2024 Notes for shares of the Company's common stock, par value $0.01 per share ("Common Stock"). Pursuant to the Exchange Agreement, the number of shares of Common Stock to be issued by the Company to the Noteholders upon consummation of the exchange will be determined based upon the lesser of $31.82 per share and the daily volume weighted-average price ("VWAP") per share of Common Stock during a three trading-day averaging period, commencing on the trading day immediately following the date of the Exchange Agreement. The Company has agreed to pay the Noteholders accrued but unpaid interest on the 2024 Notes in cash. The Company expects to complete the exchanges by May 18, 2021, subject to customary closing conditions.

The exchange of treasury shares of Common Stock for the 2024 Notes is being made pursuant to an exemption from registration provided in Section 3(a)(9) of the Securities Act of 1933, as amended. This Current Report on Form 8-K does not constitute an offer to exchange the 2024 Notes or other securities of the Company for Common Stock or other securities of the Company.

The description of the Exchange Agreement is qualified in its entirety by reference to the form of Exchange Agreement, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 3.02. Unregistered Sale of Equity Securities.

The information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits. The following exhibits are filed as part of this report.

Exhibit No. Description of Exhibit



     10.1        Exchange Agreement, dated May 11, 2021, by and between Green
               Plains Inc and the applicable Noteholder.

     104       Cover Page Interactive Data File (embedded within Inline XBRL
               document)



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