Green Plains (GPRE) S-4Registration of securities issued in business combination transactions

As filed with the Securities and Exchange Commission on October 16, 2023

Registration No. 333-     

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

Form S-4

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

Green Plains Inc.

(Exact name of registrant as specified in its charter)

1811 Aksarben Drive

Omaha, Nebraska 68106

(402) 884-8700

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

Todd A. Becker, President and Chief Executive Officer

1811 Aksarben Drive

Omaha, Nebraska 68106

(402) 884-8700

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:

Approximate date of commencement of proposed sale of the securities to the public: As soon as practicable after this registration statement becomes effective and upon consummation of the merger described in the enclosed consent solicitation statement/prospectus.

If the securities being registered on this Form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box. ☐

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐

If applicable, place an X in the box to designate the appropriate rule provision relied upon in conducting this transaction:

Exchange Act Rule 13e-4(i) (Cross-Border Issuer Tender Offer) ☐

Exchange Act Rule 14d-1(d) (Cross-Border Third-Party Tender Offer) ☐

The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with section 8(a) of the Securities Act of 1933 or until the registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said section 8(a), may determine.

The information in this document is not complete and may be changed. Green Plains Inc. may not sell the securities offered by this document until the registration statement filed with the Securities and Exchange Commission, of which this document is a part, is declared effective. This document shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of these securities in any jurisdiction where such offer, solicitation or sale is not permitted.

PRELIMINARY—SUBJECT TO COMPLETION, DATED OCTOBER 16, 2023

On September 16, 2023, Green Plains Inc., an Iowa corporation (“GPRE”), GPLP Holdings Inc., a Delaware corporation and a wholly owned subsidiary of GPRE (“Holdings”), GPLP Merger Sub LLC, a Delaware limited liability company and a wholly owned subsidiary of Holdings (“Merger Sub”), Green Plains Partners LP, a Delaware limited partnership (“GPP”), and Green Plains Holdings LLC, a Delaware limited liability company and the general partner of GPP (the “General Partner”), entered into an Agreement and Plan of Merger (the “Merger Agreement”), 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 common unit representing a limited partner interest in GPP (each, a “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.

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 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 registration statement of which the accompanying consent solicitation statement/prospectus forms a part. 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.

The GP Board has set    , 2023 as the record date (the “GPP Record Date”) for determining the GPP Limited Partners entitled to execute and deliver written consents with respect to the Merger. If you were a record holder of outstanding GPP Common Units as of the close of business on the GPP Record Date, you may complete, date and sign the enclosed written consent and promptly return it to GPP. See “Written Consents of GPP Limited Partners.”

The accompanying consent solicitation statement/prospectus provides you with detailed information about the proposed Merger and related matters. GPRE and GPP both encourage you to read the entire document carefully. In particular, see “Risk Factors ” beginning on page 22 for a discussion of risks related to the Merger, the tax consequences of the Merger and ownership of the GPRE Common Stock received in the Merger, an investment in GPRE Common Stock and GPRE’s business following the consummation of the Merger.

GPRE Common Stock is listed on the Nasdaq under the symbol “GPRE,” and GPP Common Units are listed on the Nasdaq under the symbol “GPP.”

NEITHER THE SECURITIES AND EXCHANGE COMMISSION (“SEC”) NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF THE SECURITIES TO BE ISSUED IN CONNECTION WITH THE MERGER OR DETERMINED THAT THE ACCOMPANYING CONSENT SOLICITATION STATEMENT/PROSPECTUS IS ACCURATE OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

The accompanying consent solicitation statement/prospectus is dated and is first being mailed to GPP Limited Partners on or about    , 2023.

1811 Aksarben Drive

Omaha, Nebraska 68106

NOTICE OF SOLICITATION OF WRITTEN CONSENT

To the limited partners of Green Plains Partners LP:

On September 16, 2023, Green Plains Inc., an Iowa corporation (“GPRE”), GPLP Holdings Inc., a Delaware corporation and a wholly owned subsidiary of GPRE (“Holdings”), GPLP Merger Sub LLC, a Delaware limited liability company and a wholly owned subsidiary of Holdings (“Merger Sub”), Green Plains Partners LP, a Delaware limited partnership (“GPP”), and Green Plains Holdings LLC, a Delaware limited liability company and the general partner of GPP (the “General Partner”), entered into an Agreement and Plan of Merger (the “Merger Agreement”), pursuant to which Merger Sub will merge with and into GPP, with GPP surviving as an indirect, wholly owned subsidiary of GPRE (the “Merger”).

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 holders of common units representing limited partner interests in GPP (such units, “GPP Common Units”) other than GPRE, the General Partner and their respective affiliates including officers and directors of such entities and their affiliates (such holders, the “GPP Unaffiliated Unitholders”), (ii) approved the Merger 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 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 First Amended and Restated Agreement of Limited Partnership of GPP, dated as of July 1, 2015) 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.

The GP Board, following receipt of the recommendation of the Conflicts Committee (acting, in part, based upon the recommendation of the Conflicts Committee) has unanimously (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 First Amended and Restated Agreement of Limited Partnership of GPP, dated as of July 1, 2015 (as amended, 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 First Amended and Restated Agreement of Limited Partnership of GPP, dated as of July 1, 2015, as amended by the First Amendment to the First Amended and Restated Agreement of Limited Partnership of GPP, dated as of May 7, 2019, the approval of the Merger Agreement and the Merger by GPP also requires the affirmative vote or written consent of the holders of a majority of the outstanding GPP Common Units. The accompanying consent solicitation statement/prospectus is being delivered to you on behalf of the GP Board to request that the limited partners of GPP (the “GPP Limited Partners”) approve the Merger Agreement and the transactions contemplated thereby, including the Merger, by executing and returning the written consent furnished with the accompanying consent solicitation statement/prospectus.

In connection with GPP’s entry into the Merger Agreement, GPP, GPRE and certain holders of GPP Common Units have entered into the Support Agreement, pursuant to which 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 registration statement of which the accompanying consent solicitation statement/prospectus forms a part. 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.

The accompanying consent solicitation statement/prospectus describes the Merger Agreement, the Support Agreement, the Merger, and the actions to be taken in connection with the Merger, as well as provides additional information about the parties involved. Please give this information your careful attention. Copies of the Merger Agreement and the Support Agreement are attached as Annex A and Annex B, respectively, to the accompanying consent solicitation statement/prospectus.

The GP Board has set    , 2023 as the record date (the “GPP Record Date”) for determining the GPP Limited Partners entitled to execute and deliver written consents with respect to the Merger. If you were a record holder of outstanding GPP Common Units as of the close of business on the GPP Record Date, please complete, date and sign the written consent furnished with the accompanying consent solicitation statement/prospectus and return it promptly to GPP by one of the means described under “Written Consents of GPP Limited Partners” in the accompanying consent solicitation statement/prospectus.

By order of the Board of Directors of Green Plains Holdings LLC

Sincerely,

Michelle Mapes

Chief Legal & Administration Officer, Corporate Secretary of

Green Plains Holdings LLC

IMPORTANT NOTE ABOUT THIS CONSENT SOLICITATION STATEMENT/PROSPECTUS

This consent solicitation statement/prospectus, which forms part of a registration statement on Form S-4 filed with the Securities and Exchange Commission (the “SEC”) by GPRE, constitutes a prospectus of GPRE under Section 5 of the Securities Act of 1933, as amended (the “Securities Act”), with respect to the shares of GPRE Common Stock to be issued in connection with the Merger Agreement. This document also constitutes a consent solicitation statement of GPP under Section 14(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). This consent solicitation statement/prospectus does not constitute an offer to exchange or sell, or a solicitation of offers to exchange or purchase or the solicitation of a proxy in any jurisdiction in which or from any person to whom it is unlawful to make any such offer or solicitation in such jurisdiction.

As permitted under the rules and regulations of the SEC, this consent solicitation statement/prospectus incorporates by reference important business and financial information about GPRE and GPP and their respective subsidiaries from documents filed with the SEC that have not been included in or delivered with this consent solicitation statement/prospectus. This information is available without charge at the SEC’s website at www.sec.gov. You may also obtain certain of these documents at GPRE’s website, www.gpreinc.com, and GPP’s website, www.greenplainspartners.com. Information contained on the websites of GPRE and GPP does not constitute part of this consent solicitation statement/prospectus. See “Where You Can Find More Information.”

You may also request copies of publicly filed documents from GPRE and GPP without charge by requesting them in writing or by telephone at the following address and telephone number:

Green Plains Inc.

Green Plains Holdings LLC

1811 Aksarben Drive

Omaha, Nebraska 68106

Telephone: (402) 884-8700

If you request any such documents, GPRE or GPP will mail them to you by first class mail, or another equally prompt means, after receipt of your request. To obtain timely delivery of these documents prior to the conclusion of the GPP written consent process, you must request the information no later than    , 2023.

Please note that copies of the documents provided to you will not include exhibits, unless the exhibits are specifically incorporated by reference into the documents or this consent solicitation statement/prospectus.

The sections entitled “Summary Term Sheet” and “Questions and Answers” below highlight selected information from this consent solicitation statement/prospectus, but they do not include all of the information that may be important to you. To better understand the Merger Agreement and the Merger, and for a more complete description of legal terms thereof, you should carefully read this entire consent solicitation statement/prospectus, including the section entitled “Risk Factors” and the Merger Agreement, a copy of which is attached as Annex A hereto, as well as the documents that are incorporated by reference into this consent solicitation statement/prospectus. See “Where You Can Find More Information.”

You should rely only on the information contained in, or incorporated by reference into, this consent solicitation statement/prospectus. No one has been authorized to provide you with information that is different from that contained in, or incorporated by reference into, this consent solicitation statement/prospectus. You should not assume that the information contained in or incorporated by reference into, this consent solicitation statement/prospectus is accurate as of any date other than, in the case of this consent solicitation statement/prospectus, the date on the front cover of consent solicitation statement/prospectus and, in the case of information incorporated by reference, the respective dates of such referenced documents. Neither the mailing of this consent solicitation statement/prospectus to the limited partners of GPP nor the issuance by GPRE of shares of its common stock, par value $0.001 per share, as part of the consideration in connection with the Merger will create any implication to the contrary.

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GLOSSARY

As used in this consent solicitation statement/prospectus, unless otherwise noted or the context otherwise requires, references to:

“Base Merger Consideration” are to (i) 0.405 shares of GPRE Common Stock and (ii) $2.00 in cash per GPP Common Unit;

“Cash Consideration” are to an amount in cash equal to the sum of (i) $2.00 plus (ii) the product of (a) $0.455 divided by 90, multiplied by (b) 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 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;

“Closing” are to the closing of the Merger;

“Closing Date” are to the date on which the Closing actually occurs;

“Conflicts Committee” are to the conflicts committee of the GP Board;

“Code” are to the Internal Revenue Code of 1986, as amended;

“DGCL” are to the Delaware General Corporation Law;

“DOJ” are to the U.S. Department of Justice;

“DRULPA” are to the Delaware Revised Uniform Limited Partner Act, as amended;

“Effective Time” are to the time at which the certificate of merger is filed with the Secretary of the State of Delaware or at such later date or time as may be agreed by GPP and GPRE in writing and specified in the certificate of merger;

“Evercore” are to Evercore Group L.L.C.;

“Exchange Act” are to the Securities Exchange Act of 1934, as amended;

“Exchange Ratio” are to 0.405 shares of GPRE Common Stock per GPP Common Unit;

“FTC” are to the U.S. Federal Trade Commission;

“General Partner” are to Green Plains Holdings LLC, a Delaware limited liability company and the general partner of GPP;

“General Partner Interest” are to the 2.0% economic general partner interest in GPP held by the General Partner;

“GP Board” are to the board of directors of the General Partner;

“GPP” are to Green Plains Partners LP, a Delaware limited partnership;

“GPP Common Units” are to common units representing limited partner interests in GPP;

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“GPP Limited Partners” are to the limited partners of GPP;

“GPP Public Common Unit” are to each GPP Common Unit that is issued and outstanding as of immediately prior to the Effective Time, other than any GPP Common Units owned by GPRE, the General Partner and their respective affiliates;

“GPP Record Date” are to    , 2023;

“GPP Unaffiliated Unitholders” are to holders of GPP Common Units other than GPRE, the General Partner and their respective affiliates;

“GPP Unitholders” are to holders of GPP Common Units;

“GPRE” are to Green Plains Inc., an Iowa corporation;

“GPRE Board” are to the board of directors of GPRE;

“GPRE Bylaws” are to the Fifth Amended and Restated Bylaws of GPRE, dated November 14, 2022;

“GPRE Common Stock” are to the common stock, par value $0.001 per share, of GPRE;

“GPRE Charter” are to the Second Amended and Restated Articles of Incorporation of GPRE, as amended;

“GPRE Organizational Documents” are to the GPRE Charter and the GPRE Bylaws, collectively;

“GPRE Parties” are to GPRE, Holdings and Merger Sub;

“GPRE Shareholders” are to holders of GPRE Common Stock;

“GPRE Stock Issuance” are to the issuance of shares of GPRE Common Stock as part of the Merger Consideration;

“Holdings” are to GPLP Holdings Inc., a Delaware corporation and a wholly owned subsidiary of GPRE;

“HSR Act” are to the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended;

“IBCA” are to the Iowa Business Corporation Act, as amended;

“Incentive Distribution Rights” are to incentive distribution rights in GPP;

“Merger” are to the merger of Merger Sub with and into GPP, with GPP surviving such merger;

“Merger Agreement” are to that certain Agreement and Plan of Merger, dated as of September 16, 2023, by and among GPRE, Holdings, Merger Sub, GPP and the General Partner, as the same may be amended or supplemented from time to time;

“Merger Consideration” are to (i) 0.405 shares of GPRE Common Stock and (ii) the Cash Consideration per GPP Common Unit;

“Merger Sub” are to GPLP Merger Sub LLC, a Delaware limited liability company and a wholly owned subsidiary of Holdings;

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“Nasdaq” are to The Nasdaq Stock Market LLC;

“Partnership Agreement” are to the First Amended and Restated Agreement of Limited Partnership of GPP, dated as of July 1, 2015, as amended by the First Amendment to the First Amended and Restated Agreement of Limited Partnership of GPP, dated as of May 7, 2019;

“Partnership LTIP Awards” are to any awards issued under the Partnership LTIP Plan;

“Partnership Long-Term Incentive Plans” are to the Green Plains Partners LP 2015 Long-Term Incentive Plan, including any amendment and/or amendment and restatement thereof, and any other plans or arrangements of GPP or the General Partner providing for the grant of awards of GPP Common Units or cash settled awards valued, in whole or in part, by reference to GPP Common Units, or otherwise relating thereto;

“Schedule 13E-3” are to the Rule 13e-3 transaction statement on Schedule 13E-3 to be filed with the SEC by GPRE in connection with the Merger, as amended from time to time;

“SEC” are to the U.S. Securities and Exchange Commission;

“Securities Act” are to the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder;

“Stock Consideration” are to the right of GPP Unaffiliated Unitholders to receive 0.405 shares of GPRE Common Stock per GPP Common Unit;

“Support Agreement” are to that certain Support Agreement, dated as of September 16, 2023, by and among GPP, GPRE and the Support Parties;

“Support Parties” are to GPRE, Jerry L. Peters, Jerry L. Peters and Kari A. Peters Joint Trust Agreement, dated October 21, 2020, Michelle S. Mapes, Todd A. Becker and G. Patrich Simpkins Jr.;

“Transaction Documents” are to the Merger Agreement and the Support Agreement, collectively; and

“Written Consent” are to the written consent approving the Merger Agreement and the transactions contemplated thereby, including the Merger, that that the Support Parties have agreed to deliver as promptly as practicable after the registration statement of which this consent solicitation statement/prospectus forms a part is declared effective.

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TABLE OF CONTENTS

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QUESTIONS AND ANSWERS

The following questions and answers are intended to briefly address some questions that you, as a GPP Limited Partner, may have regarding the Merger, the Merger Agreement and the execution and delivery of written consents by the GPP Limited Partners with respect to the Merger Agreement and Merger. GPP and GPRE urge you to carefully read the remainder of this consent solicitation statement/prospectus because these questions and answers may not address all questions or provide all information that might be important to you with respect to the Merger, the Merger Agreement and the execution and delivery of written consents by the GPP Limited Partners with respect to the Merger Agreement and the Merger. Additional important information is also contained in the annexes and the documents incorporated by reference into this consent solicitation statement/prospectus. You may obtain the information incorporated by reference into this consent solicitation statement/prospectus without charge by following the instructions under “Where You Can Find More Information.”

The approval of the Merger Agreement and the Merger by GPP requires the affirmative consent of the holders of a majority of the outstanding GPP Common Units. If you are a record holder of outstanding GPP Common Units as of the GPP Record Date, you may complete, date and sign the enclosed written consent and promptly return it to GPP. Pursuant to the terms of the Support Agreement, the Support Parties have irrevocably and unconditionally agreed to deliver the Written Consents following the effectiveness of the registration statement of which this consent solicitation statement/prospectus forms a part. 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.

This document constitutes both a prospectus of GPRE and a consent solicitation statement of GPP. This document is a prospectus because GPRE, in connection with the Merger, is offering GPRE Common Stock in exchange for the GPP Public Common Units outstanding immediately prior to the Effective Time. This document is a consent solicitation statement because GPP Limited Partners are being afforded the opportunity to sign a written consent approving the Merger using this document.

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

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aggregated and the resulting fraction will be rounded up to the nearest whole share of GPRE Common Stock. See “The Merger Agreement—The Merger; Effective Time; Closing.”

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Pursuant to the terms of the Support Agreement, the Support Parties have irrevocably and unconditionally agreed to deliver the Written Consent covering all of the GPP Common Units beneficially owned by the Support Parties, approving the Merger, the Merger Agreement and the transactions contemplated by the Merger Agreement, as promptly as practicable following the effectiveness of the registration statement of which this consent solicitation statement/prospectus forms a part. 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.

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Green Plains Partners LP

1811 Aksarben Drive

Omaha, NE 68106

Telephone: (402) 884-8700

Attention: Secretary

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COMPARATIVE MARKET PRICES AND CASH DIVIDEND/DISTRIBUTION INFORMATION

Shares of GPRE Common Stock and GPP Common Units are each listed on Nasdaq under the symbols “GPRE” and “GPP,” respectively. The following table presents the closing prices of GPRE Common Stock and GPP Common Units on (i) September 15, 2023, the last trading day before the public announcement of the execution of the Merger Agreement, and (ii)    , 2023. The table also shows the equivalent per unit value of the GPRE Common Stock included as part of the Merger Consideration for each GPP Common Unit, which per unit value is calculated as the product of (i) the applicable GPRE per share value and (ii) 0.405, the Exchange Ratio.

On   , 2023, the most recent practicable date before the printing of this consent solicitation statement/prospectus, high and low reported sales prices of GPP Common Units were $   and $  , respectively, and there were approximately    holders of record of GPP Common Units and    GPP Common Units outstanding.

On   , 2023, the most recent practicable date before the printing of this consent solicitation statement/prospectus, high and low reported sales prices of shares of GPRE Common Stock were $   and $  , respectively, and there were approximately    holders of record of GPRE Common Stock and    shares of GPRE Common Stock outstanding.

The following table shows the high and low prices per GPP Common Unit as well as the cash distribution paid per GPP Common Unit, as reported by Nasdaq, during the periods indicated.

The above tables may not provide meaningful information to GPP Limited Partners in connection with making any decisions with respect to the Merger. GPP Limited Partners are urged to obtain current market

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quotations for shares of GPRE Common Stock and GPP Common Units and to review carefully the other information contained in this consent solicitation statement/prospectus or incorporated herein by reference in making any decisions with respect to the Merger. See “Where You Can Find More Information” for instructions on how to obtain the information that has been incorporated by reference. Historical performance is not necessarily indicative of any performance to be expected in the future. See “Risk Factors” and “Cautionary Statement Regarding Forward-Looking Statements.”

Dividend and Share Data—GPRE

The declaration and payment of dividends by GPRE is subject to the discretion of the GPRE Board, and no assurance can be given that GPRE will pay dividends in the future. On June 18, 2019, the GPRE Board suspended GPRE’s future quarterly cash dividend following the June 14, 2019 dividend payment in order to retain and redirect cash flows to GPRE’s operating expense equalization plan, the deployment of high-protein technology, GPRE’s stock repurchase program and other corporate purposes. The determination to pay dividends in the future will depend upon, among other things, general business conditions, GPRE’s financial results, contractual and legal restrictions regarding the payment of dividends by GPRE, planned investments by GPRE and such other factors as the GPRE Board deems relevant.

The Merger Agreement restricts the ability of GPRE to declare, authorize, set aside or pay any dividend or distribution payable in cash, stock or property in respect of any of GPRE’s capital stock. See “The Merger Agreement—Conduct of Business Prior to Closing.”

Distribution and Unit Data—GPP

The Partnership Agreement provides that within 45 days after the end of each quarter, GPP will distribute its cash available for distributions, if any, to GPP Unitholders of record on the applicable record date. As a result of the conversion and cancellation of GPP Common Units in connection with the Merger, GPP will no longer make quarterly distributions following the Closing (other than distributions, if any, with a record date prior to the Closing Date).

During the term of the Merger Agreement until the Effective Time, the General Partner will declare and will cause GPP to pay regular quarterly distributions to the GPP Unitholders (including GPRE, the General Partner and their respective affiliates), consistent with past practice, for each completed calendar quarter ending prior to the Closing Date, to the extent the Closing does not occur prior to the applicable record date established by the General Partner with respect to such quarterly distribution consistent with past practice, in an amount not less than $0.455 per GPP Common Unit per quarter. Neither GPP nor the General Partner shall be required to take any action with respect to a cash distribution if such action would violate applicable law or GPP’s organizational documents. See “The Merger Agreement—Dividends and Distributions.”

The Merger Agreement restricts the ability of GPP to declare, authorize, set aside or pay any distribution payable in cash, equity or property in respect of the GPP Common Units, other than regular quarterly distributions that are declared and paid consistent with past practice as set forth above, prior to the consummation of the Merger. See “The Merger Agreement—Conduct of Business Prior to Closing.”

Because the Exchange Ratio is fixed and because the market price of shares of GPRE Common Stock will fluctuate prior to the completion of the Merger, GPP Unitholders cannot be sure of the market value of the shares of GPRE Common Stock they will receive as part of the Merger Consideration relative to the value of GPP Common Units that they exchange in connection with the Merger. See “Risk Factors.”

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RISK FACTORS

In addition to the other information included or incorporated by reference into this consent solicitation statement/prospectus, including the matters addressed in “Cautionary Statement Regarding Forward-Looking Statements,” you should carefully consider the following risks before deciding whether to sign and deliver the written consent relating to your GPP Common Units. In addition, you should read and consider the risks associated with each of the businesses of GPRE and GPP, because these risks may also affect the combined company. A description of the material risks can be found in Part I, Item 1A of GPRE’s Annual Report on Form 10-K for the fiscal year ended December 31, 2022 and Part II, Item 1A of GPRE’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2023 and in Part I, Item 1A of GPP’s Annual Report on Form 10-K for the fiscal year ended December 31, 2022 and Part II, Item 1A of GPP’s Quarterly Reports on Form 10-Q for the quarterly periods ended March 31, 2023 and June 30, 2023, each of which are filed with the SEC and incorporated by reference into this consent solicitation statement/prospectus. See “Where You Can Find More Information.”

Risks Related to the Merger

Because the Exchange Ratio is fixed and because the market price of GPRE Common Stock will fluctuate prior to the completion of the Merger, GPP Unaffiliated Unitholders cannot be sure of the market value of GPRE Common Stock that they will receive as part of the Merger Consideration relative to the value of the GPP Common Units that they will exchange in connection with the Merger.

The market value of the Stock Consideration that GPP Unitholders will receive in the Merger will depend on the trading price of GPRE Common Stock at the Closing. Subject to any applicable withholding tax, the Exchange Ratio that determines the number of shares of GPRE Common Stock that GPP Unaffiliated Unitholders will receive in the Merger is fixed at 0.405 shares of GPRE Common Stock for each GPP Common Unit they own. This means that there is no mechanism contained in the Merger Agreement that would adjust the number of shares of GPRE Common Stock that GPP Unaffiliated Unitholders will receive based on any decreases or increases in the trading price of GPRE Common Stock. Changes in per share or per unit price may result from a variety of factors (many of which are beyond GPRE’s and GPP’s control), including:

If the price of GPRE Common Stock at the Closing is less than the price of GPRE Common Stock on the date that the Merger Agreement was signed, then the market value of the Stock Consideration will be less than contemplated at the time the Merger Agreement was signed.

The Merger is subject to conditions, including some conditions that may not be satisfied on a timely basis, if at all. Failure to complete the Merger, or significant delays in completing the Merger, could negatively affect each party’s future business and financial results and the trading prices of shares of GPRE Common Stock and GPP Common Units.

The completion of the Merger is subject to a number of conditions. The completion of the Merger is not assured and is subject to risks. The Merger Agreement contains conditions, some of which are beyond the parties’ control, that, if not satisfied or waived, may prevent, delay or otherwise result in the Merger not occurring.

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If the Merger is not completed, or if there are significant delays in completing the Merger, GPRE’s and GPP’s future business and financial results and the trading prices of shares of GPRE Common Stock and GPP Common Units could be negatively affected, and each of the parties will be subject to several risks, including the following:

The date GPP Unaffiliated Unitholders will receive the Merger Consideration depends on the completion date of the Merger, which is uncertain.

Completing the Merger is subject to several conditions, not all of which are controllable by GPRE or GPP. Accordingly, the date on which GPP Unaffiliated Unitholders will receive Merger Consideration depends on the completion date of the Merger, which is uncertain and subject to several other closing conditions.

GPRE and GPP may incur substantial transaction-related costs in connection with the Merger. If the Merger does not occur, GPRE and GPP will not benefit from these costs.

GPRE and GPP expect to incur substantial expenses in connection with completing the Merger, including fees paid to legal, financial and accounting advisors, filing fees, written consent costs and printing costs. Many of the expenses that will be incurred, by their nature, are difficult to estimate accurately at the present time.

If the Merger Agreement is terminated, GPRE or GPP may, under specified circumstances, be responsible for the terminating party’s expenses in an amount up to $5 million.

If the Merger Agreement is terminated, GPRE or GPP may, under specified circumstances, be required to make a payment of up to $5 million in respect of the terminating party’s expenses. If such termination expenses are payable, the payment of such termination expenses could have an adverse consequence to the financial condition and operations of the party responsible for such payment.

GPRE and GPP may in the future be targets of securities class action and derivative lawsuits, which could result in substantial costs and may delay or prevent the completion of the Merger.

Securities class action lawsuits and derivative lawsuits are often brought against companies that have entered into merger agreements in an effort to enjoin the relevant merger or seek monetary relief. GPRE and GPP may in the future be defendants in one or more lawsuits, relating to the Merger Agreement and the Merger and, even if the pending or any future lawsuits are without merit, defending against these claims can result in substantial costs and divert management time and resources. GPRE and GPP cannot predict the outcome of these lawsuits, or others, nor can either company predict the amount of time and expense that will be required to resolve such litigation. An unfavorable resolution of any such litigation surrounding the Merger could delay or prevent its consummation. In addition, the costs of defending the litigation, even if resolved in GPRE’s or GPP’s favor, could be substantial and such litigation could distract GPRE and GPP from pursuing the consummation of the Merger and other potentially beneficial business opportunities. See “Special Factors—Litigation Relating to the Merger.”

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The Partnership Agreement limits the duties of the General Partner to GPP Unitholders and restricts the remedies available to GPP Unitholders for actions taken by the General Partner.

In light of potential conflicts of interest between GPRE and the General Partner, on the one hand, and GPP and the GPP Unaffiliated Unitholders, on the other hand, the GP Board submitted the Merger and related matters to the Conflicts Committee for, among other things, review, evaluation, negotiation and possible approval, which is referred to as “Special Approval” in the Partnership Agreement and this consent solicitation statement/prospectus. Under the Partnership Agreement:

The Conflicts Committee reviewed, negotiated and evaluated the Transaction Documents, the Merger and related matters on behalf of GPP and the GPP Unaffiliated Unitholders. Among other things, the Conflicts Committee, by unanimous vote, in good faith, (i) determined that the Merger Agreement and the transactions contemplated by the Merger Agreement, 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 (such approval constituting “Special Approval” as defined in the Partnership Agreement) and (iii) recommended that the GP Board approve the Transaction Documents and the execution, delivery and performance of the Transaction Documents and the transactions contemplated thereby, including the Merger. The duties of the General Partner, the GP Board and the Conflicts Committee to GPP Unitholders in connection with the Merger are substantially limited by the Partnership Agreement.

Certain executive officers and directors of the General Partner and GPRE have interests in the Merger that are different from, or in addition to, the interests they may have as GPP Unitholders or GPRE Shareholders, respectively, which could have influenced their decision to support or approve the Merger.

Certain executive officers and directors of the General Partner own equity interests in GPRE, receive fees and other compensation from GPRE and will have rights to ongoing indemnification and insurance coverage by the surviving company that give them interests in the Merger that may be different from, or be in addition to, interests of a GPP Unaffiliated Unitholder.

Additionally, certain of GPRE’s executive officers and directors beneficially own GPP Common Units and will receive the applicable Merger Consideration upon completion of the Merger, receive fees and other compensation from GPRE and are entitled to indemnification arrangements with GPRE that give them interests in the Merger that may be different from, or be in addition to, interests a holder of GPRE Common Stock may have as a GPRE Shareholder.

The opinion of Evercore speaks only as of the date rendered based on circumstances and conditions existing as of the signing of the Merger Agreement and will not reflect changes in circumstances between the signing of the Merger Agreement and the closing date of the Merger.

The Conflicts Committee received an opinion from its financial advisor, Evercore, in connection with the approval of the Merger Agreement based on circumstances and conditions existing at that time and has not

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obtained any updated opinion from its financial advisor as of the date of this consent solicitation statement/prospectus. Changes in the operations and prospects of GPRE and GPP, general market and economic conditions and other factors that may be beyond the control of GPRE or GPP, and on which Evercore’s opinion was based, may significantly alter the value of GPRE and/or GPP or the prices of GPRE’s Common Stock or GPP’s Common Units by the time the Merger is completed. The opinion delivered to the Conflicts Committee speaks only as of the date rendered and, accordingly, does not address the fairness of the Merger Consideration as of any date other than the date of such opinion, including upon completion of the Merger. For a description of the opinion that the Conflicts Committee received from its financial advisor, see the section entitled “Special Factors—Opinion of Evercore—Financial Advisor to the Conflicts Committee.” A copy of the opinion of Evercore is attached as Annex C to this consent solicitation statement/prospectus.

Financial projections of GPRE and/or GPP may not prove to be accurate.

In connection with the Merger, GPRE and GPP prepared and considered, among other things, internal financial forecasts for GPRE and GPP, respectively. These forecasts speak only as of the date made and will not be updated. These financial projections were not provided with a view to public disclosure, are subject to significant economic, competitive, industry and other uncertainties, and may not be achieved in full, at all or within projected time frames. In addition, the failure of businesses to achieve projected results could have a material adverse effect on the share price of the GPRE Common Stock and financial position following the Merger.

GPP Unitholders will not be entitled to appraisal rights in connection with the Merger.

Under the DRULPA, only contractual rights to appraisal are available for unitholders, so appraisal rights are only available for the limited partners of a Delaware limited partnership if such rights are provided in the Partnership Agreement. The Partnership Agreement does not provide for appraisal rights to GPP Unitholders. Accordingly, GPP Unitholders do not have appraisal rights. See “Special Factors—No Appraisal Rights.”

Tax Risks Related to the Merger and the Ownership of GPRE Common Stock Received in the Merger

In addition to reading the following risk factors, you are urged to read “Material U.S. Federal Income Tax Consequences” for a more complete discussion of the expected U.S. federal income tax consequences of the Merger and owning and disposing of shares of GPRE Common Stock received in the Merger.

The Merger will be a taxable transaction to GPP Unaffiliated Unitholders and, in such case, the resulting tax liability of a GPP Unaffiliated Unitholder, if any, will depend on the unitholder’s particular situation. The tax liability of a GPP Unaffiliated Unitholder as a result of the Merger could be more than expected and could be more than the cash received pursuant to the Merger.

GPP Unaffiliated Unitholders will receive shares of GPRE Common Stock and cash as consideration for the Merger. The exchange of GPP Public Common Units for GPRE Common Stock and cash will be treated as a taxable sale by GPP Unaffiliated Unitholders of GPP Public Common Units for U.S. federal income tax purposes. In such case, as a result of the Merger, a GPP Unaffiliated Unitholder will recognize gain or loss for U.S. federal income tax purposes equal to the difference between such unitholder’s amount realized (which is, the sum of the fair market value of the shares of GPRE Common Stock and the Cash Consideration received in the Merger) and the unitholder’s adjusted tax basis in the GPP Public Common Units, which will be increased by the unitholder’s share of certain items related to business interest not yet deductible by such unitholder due to applicable limitations on the deductibility of such business interest. The amount of gain or loss recognized by each GPP Unaffiliated Unitholder in the Merger will vary depending on each unitholder’s particular situation, including the value of the shares of the GPRE Common Stock and the Cash Consideration received by each unitholder in the Merger, the adjusted tax basis in the GPP Public Common Units exchanged by each unitholder in the Merger, and the amount of any suspended passive losses that may be available to a particular unitholder to offset all or a portion of the gain recognized by the unitholder.

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Because the value of any GPRE Common Stock received in the Merger will not be known until the Effective Time, a GPP Unaffiliated Unitholder will not be able to determine its amount realized, and therefore its taxable gain or loss, until such time. In addition, because prior distributions in excess of a GPP Unaffiliated Unitholder’s allocable share of GPP’s net taxable income decreases the unitholder’s tax basis in its GPP Public Common Units, the amount, if any, of the prior excess distributions with respect to such GPP Public Common Units will, in effect, become taxable income to a unitholder if the aggregate value of the consideration received in the Merger is greater than the unitholder’s adjusted tax basis in its GPP Public Common Units, even if the aggregate value of the consideration received in the Merger is less than the unitholder’s original cost basis in its GPP Public Common Units. Furthermore, a portion of the amount realized, which amount could be substantial, will be separately computed and taxed as ordinary income to the extent attributable to “unrealized receivables,” including depreciation recapture, or to “inventory items” owned by GPP and its subsidiaries. Consequently, a GPP Unaffiliated Unitholder may recognize both ordinary income and capital loss upon the exchange of GPP Common Units in the Merger even if there is a net taxable loss realized on the exchange of such unitholder’s GPP Public Common Units pursuant to the Merger. The deductibility of capital losses is subject to limitations.

For a more complete discussion of the U.S. federal income tax consequences of the Merger, see “Material U.S. Federal Income Tax Consequences.”

The U.S. federal income tax treatment of owning and disposing of shares of GPRE Common Stock received in the Merger will be different from the U.S. federal income tax treatment of owning and disposing of GPP Common Units.

GPP is classified as a partnership for U.S. federal income tax purposes and, generally, is not subject to entity-level U.S. federal income tax. Instead, each GPP Unaffiliated Unitholder is required to take into account its respective share of GPP’s items of income, gain, loss and deduction in computing its federal income tax liability, even if no cash distributions are made by GPP to the unitholder. A pro rata distribution of cash by GPP to a GPP Unaffiliated Unitholder who is a U.S. Holder is generally not taxable for U.S. federal income tax purposes unless the amount of cash distributed is in excess of the GPP Unaffiliated Unitholder’s adjusted tax basis in its GPP Common Units.

In contrast, GPRE is classified as a corporation for U.S. federal income tax purposes and is subject to U.S. federal income tax on its taxable income. A distribution of cash by GPRE to a shareholder will generally be included in such shareholder’s income as ordinary dividend income to the extent of GPRE’s current or accumulated “earnings and profits,” as determined under U.S. federal income tax principles. A portion of the cash distributed to GPRE Shareholders by GPRE after the Merger may exceed GPRE’s current and accumulated earnings and profits. Cash distributions to a GPRE Shareholder in excess of GPRE’s current and accumulated earnings and profits will be treated as a non-taxable return of capital, reducing such shareholder’s adjusted tax basis in its GPRE Common Stock and, to the extent the cash distribution exceeds such shareholder’s adjusted tax basis, as capital gain from the sale or exchange of such GPRE Common Stock. See “Material U.S. Federal Income Tax Consequences.”

Risks Inherent in an Investment in GPRE

GPP Unitholders will be entitled to different rights as holders of shares of GPRE Common Stock than those to which they are entitled as holders of GPP Common Units.

Following completion of the Merger, GPP Unaffiliated Unitholders will no longer hold GPP Common Units, and will instead hold shares of GPRE Common Stock. GPRE is an Iowa corporation and GPP is a Delaware limited partnership. There are important differences between the rights of GPP Unitholders and the rights of GPRE Shareholders. See “Comparison of Rights of GPRE Shareholders and GPP Unitholders.”

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The market value of shares of GPRE Common Stock could decline if large amounts of such stock are sold following the Merger; the market value of shares of GPRE Common Stock could also decline as a result of issuances and sales of shares of GPRE Common Stock other than in connection with the Merger.

Following the Merger, holders of GPP Public Common Units as of the Effective Time will own interests in a combined company operating an expanded business with more assets and a different mix of liabilities. Current GPRE Shareholders and former GPP Unaffiliated Unitholders may not wish to continue to invest in the combined company, or may wish to reduce their investment in the combined company, in order to comply with institutional investing guidelines, to increase diversification or to track any rebalancing of stock indices in which GPRE Common Stock or GPP Common Units are or were included. If, following the Merger, large amounts of GPRE Common Stock are sold, the price of GPRE Common Stock could decline.

Furthermore, GPRE cannot predict the effect that issuances and sales of shares of GPRE Common Stock, whether taking place before the Merger (subject to the limitations of the Merger Agreement) or after the Merger, including issuances and sales in connection with capital markets transactions, acquisition transactions or other transactions, may have on the market value of shares of GPRE Common Stock. The issuance and sale of substantial amounts of GPRE Common Stock could adversely affect the market value of such common stock.

The Merger may not be accretive to certain financial metrics, which may negatively affect the market price of shares of GPRE Common Stock.

Preliminary financial estimates used in projected accretion may materially change. GPRE may encounter additional transaction and integration-related costs, may fail to realize all of the benefits anticipated in the Merger or be subject to other factors that affect preliminary estimates or its ability to realize operational efficiencies. Any of these factors could cause a decrease in GPRE’s operating earnings per share or decrease or delay the expected effect of the Merger and contribute to a decrease in the price of shares of GPRE Common Stock.

Risks Relating to GPRE’s Business

You should read and consider risk factors specific to GPRE’s businesses that will also affect the combined company after the completion of the Merger. These risks are described in Part I, Item 1A of GPRE’s Annual Report on Form 10-K for the year ended December 31, 2022 and Part II, Item 1A of GPRE’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2023, and in other documents that are incorporated by reference herein. For more information, see “Where You Can Find More Information.”

Risks Relating to GPP’s Business

You should read and consider risk factors specific to GPP’s businesses that will also affect the combined company after the completion of the Merger. These risks are described in Part I, Item 1A of GPP’s Annual Report on Form 10-K for the fiscal year ended December 31, 2022 and Part II, Item 1A of GPP’s Quarterly Reports on Form 10-Q for the quarterly periods ended March 31, 2023 and June 30, 2023, and in other documents that are incorporated by reference herein. For more information, see “Where You Can Find More Information.”

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CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

All statements in this consent solicitation statement/prospectus (and oral statements made regarding the subjects of this communication), including those that express a belief, expectation or intention, may be considered forward-looking statements (as defined in Section 21E of the Exchange Act and Section 27A of the Securities Act) that involve risks and uncertainties that could cause actual results to differ materially from projected results. Without limiting the generality of the foregoing, forward-looking statements contained in this communication include statements relying on a number of assumptions concerning future events and are subject to a number of uncertainties and factors, many of which are outside the control of GPRE and GPP, which could cause actual results to differ materially from such statements. Accordingly, investors should not place undue reliance on forward-looking statements as a prediction of actual results. The forward-looking statements may include, but are not limited to, statements regarding the expected benefits of the proposed transaction to GPRE and GPP and their shareholders and unitholders, respectively; the anticipated completion of the proposed transaction and the timing thereof; and the expected future growth, dividends and distributions of the combined company; and plans and objectives of management for future operations. Forward-looking statements may be identified by words such as “believe,” “intend,” “expect,” “may,” “should,” “will,” “anticipate,” “could,” “estimate,” “plan,” “predict,” “project” and variations of these words or similar expressions (or the negative versions of such words or expressions). While GPRE and GPP believe that the assumptions concerning future events are reasonable, they caution that there are inherent difficulties in predicting certain important factors that could impact the future performance or results of their businesses. Among the factors that could cause results to differ materially from those indicated by such forward-looking statements are:

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The foregoing list of factors is not exhaustive. The forward-looking statements in this consent solicitation statement/prospectus speak only as of the date they are made and we assume no obligation and do not intend to update or revise these forward-looking statements, whether as a result of new information, future events or otherwise, except as required by securities and other applicable laws. We have based these forward-looking statements on our current expectations and assumptions about future events. While our management considers these expectations and assumptions to be reasonable, they are inherently subject to significant business, economic, competitive, regulatory and other risks, contingencies and uncertainties, most of which are difficult to predict and many of which are beyond GPRE’s and GPP’s control. These risks, contingencies and uncertainties relate to, among other matters, the risks and uncertainties set forth in the “Risk Factors” section of GPRE’s and GPP’s respective Annual Report on Form 10-K for the year ended December 31, 2022, and Quarterly Reports on Form 10-Q for the quarterly periods ended March 31, 2023 and June 30, 2023, respectively, each filed with the SEC, and any subsequent reports filed with the SEC. These filings identify and address other important risks and uncertainties that could cause actual events and results to differ materially from those contained in the forward-looking statements.

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INFORMATION ABOUT THE COMPANIES

Green Plains Inc.

GPRE is a leading biorefining company focused on the development and utilization of fermentation, agricultural and biological technologies in the processing of annually renewable crops into sustainable value-added ingredients. This includes the production of cleaner low carbon biofuels, renewable feedstocks for advanced biofuels and high purity alcohols for use in cleaners and disinfectants. GPRE is an innovative producer of Ultra-High Protein and novel ingredients for animal and aquaculture diets to help satisfy a growing global appetite for sustainable protein.

GPRE Common Stock is listed on Nasdaq under the symbol “GPRE.”

Additional information about GPRE is included in the documents incorporated by reference into this consent solicitation statement/prospectus. See “Where You Can Find More Information.”

GPRE’s principal executive offices are located at 1811 Aksarben Drive, Omaha, Nebraska 68106, and its telephone number is (402) 884-8700.

Green Plains Partners LP and Green Plains Holdings LLC

GPP is a fee-based Delaware limited partnership formed by GPRE to provide fuel storage and transportation services by owning, operating, developing and acquiring ethanol and fuel storage terminals, transportation assets and other related assets and businesses.

The GPP Common Units are listed on Nasdaq under the symbol “GPP.”

Additional information about GPP is included in the documents incorporated by reference into this consent solicitation statement/prospectus. See “Where You Can Find More Information.”

The General Partner is the general partner of GPP. Its board of directors and executive officers manage GPP. The General Partner is wholly owned by GPRE.

GPP’s and the General Partner’s principal executive offices are located at 1811 Aksarben Drive, Omaha, Nebraska 68106, and its telephone number is (402) 884-8700.

GPLP Holdings Inc.

Holdings is a Delaware corporation and a wholly owned subsidiary of GPRE. Holdings was formed on September 15, 2023 solely for the purpose of effecting the Merger. Holdings has not conducted any activities to date except for activities incidental to its formation and activities undertaken in connection with the Merger.

Holdings’ principal executive offices are located at 1811 Aksarben Drive, Omaha, Nebraska 68106, and its telephone number is (402) 884-8700.

GPLP Merger Sub LLC

Merger Sub is a Delaware limited liability company and a wholly owned subsidiary of Holdings. Merger Sub was formed on September 15, 2023 solely for the purpose of effecting the Merger. Upon completion of the Merger, Merger Sub will merge with and into GPP, with GPP surviving as an indirect, wholly owned subsidiary of GPRE. Merger Sub has not conducted any activities to date except for activities incidental to its formation and activities undertaken in connection with the Merger.

Merger Sub’s principal executive offices are located at 1811 Aksarben Drive, Omaha, Nebraska 68106, and its telephone number is (402) 884-8700.

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During the past five years, none of the entities described above have been (i) convicted in a criminal proceeding, or (ii) party to any judicial or administrative proceeding (except for matters that were dismissed without sanction or settlement) that resulted in a judgment, decree or final order enjoining the entity from future violations of, or prohibiting activities subject to, federal or state securities laws, or a finding of any violation of federal or state securities laws.

Relationship Between the Parties

As of October 12, 2023, GPRE beneficially owned 11,586,548 GPP Common Units, representing approximately 49.8% of the outstanding GPP Common Units, and all of the Incentive Distribution Rights. GPRE also owns 100% of the membership interests of the General Partner, which owns the existing 2% general partner interest in GPP. GPRE controls GPP through its direct ownership of the General Partner and certain of the executive officers and directors of the General Partner are also executive officers and/or directors of GPRE.

Except for the Incentive Distribution Rights, which automatically will be canceled immediately prior to the Effective Time for no consideration in accordance with the Partnership Agreement, the limited partner interests in GPP owned by GPRE, the General Partner and their respective affiliates immediately 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 general partner interest in the surviving entity, and the General Partner will continue as the sole general partner of the surviving entity.

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WRITTEN CONSENTS OF GPP LIMITED PARTNERS

GPP Limited Partner Interests Entitled to Consent and Consent Required

Only GPP Limited Partners of record at the close of business on    , 2023, the GPP Record Date, will be notified of and be entitled to execute and deliver a written consent with respect to the approval of the Merger and the Merger Agreement. The approval of the Merger and the Merger Agreement requires the affirmative vote or written consent of the holders of a majority of the outstanding GPP Common Units.

Pursuant to the terms of the Support Agreement, the Support Parties have irrevocably and unconditionally agreed to deliver the Written Consent as promptly as practicable following the effectiveness of the registration statement of which this consent solicitation statement/prospectus forms a part. 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.

Submission of Consents

GPP Limited Partners of record at the close of business on the GPP Record Date may consent to the approval of the Merger and the Merger Agreement with respect to their GPP Common Units by completing, dating and signing the written consent furnished with this consent solicitation statement/prospectus and returning it in the postage-paid envelope GPP provides or by mailing the written consent to Chief Legal & Administration Officer/Corporate Secretary, 1811 Aksarben Drive, Omaha, Nebraska 68106, or by submitting a written consent online by visiting     and following the instructions described therein. If you do not return your written consent, it will have the same effect as a vote against the approval of the Merger and the Merger Agreement and the transactions contemplated thereby.

Upon the later of (i) 11:59 p.m. (Eastern Time) on    , 2023 and (ii) the date on which the consents of a sufficient number of GPP Common Units to approve the Merger and the Merger Agreement have been delivered to Chief Legal & Administration Officer/Corporate Secretary, 1811 Aksarben Drive, Omaha, Nebraska 68106, the consent process will conclude. 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.

Revocation of Consents

You may revoke or change your consent by mailing a notice of revocation or a new written consent with a later date to    , or by submitting a new written consent online by visiting    and following the instructions described therein, in each case, that is received by the later of (i) 11:59 p.m. (Eastern Time) on    , 2023 and (ii) the date on which the consents of a sufficient number of GPP Common Units to approve the Merger and the Merger Agreement have been delivered to Chief Legal & Administration Officer/Corporate Secretary, 1811 Aksarben Drive, Omaha, Nebraska 68106.

Expenses

GPRE and GPP will each pay one-half of the cost of printing and mailing these consent materials to the GPP Limited Partners.

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SPECIAL FACTORS

This section of the document describes the material aspects of the proposed Merger, but may not contain all of the information that is important to you. The following discussion of the Merger is qualified in its entirety by reference to the Merger Agreement. You are urged to carefully read the Merger Agreement in its entirety, a copy of which is attached as Annex A to this consent solicitation statement/prospectus and incorporated by reference herein.

General

On September 16, 2023, GPRE, Holdings, Merger Sub, GPP and the General Partner entered into the Merger Agreement, pursuant to which Merger Sub will merge with and into GPP, with GPP surviving as an indirect, wholly owned subsidiary of GPRE.

Under the terms of the Merger Agreement, at the Effective Time, each outstanding GPP Public Common Unit will be converted into the right to receive, subject to adjustment as described in the Merger Agreement, (i) 0.405 shares of GPRE Common Stock 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 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. 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 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, which will be automatically canceled immediately prior to the Effective Time for no consideration in accordance with 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.

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. Under the Support Agreement, each Support Party has irrevocably and unconditionally agreed to deliver the Written Consent as promptly as practicable after the effectiveness of the registration statement of which this consent solicitation statement/prospectus forms a part. 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 by the Support Parties will be sufficient to approve the Merger Agreement and the transactions contemplated thereby, including the Merger, on behalf of the GPP Limited Partners.

The proposed Merger is a “going-private” transaction under SEC rules and the Exchange Act. Accordingly, Rule 13e-3 and related rules under the Exchange Act require that the GPRE Parties, GPP and the General Partner make certain disclosures regarding the Merger. This section contains various information that you should read carefully. For example, the “Special Factors” section entitled “Effects of the Merger” explains the material steps for completing the Merger and results of the Merger, including identifying the surviving entity. The section entitled “Background of the Merger” explains, among other things, GPRE’s purposes for the Merger, the

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alternative methods of achieving such purposes considered by the GPRE Board and the general negotiation of the Merger Agreement. The sections entitled “Approval of the Conflicts Committee and the GP Board and the Reasons for their Approvals” and “GPRE Parties’ Position as to the Fairness of the Merger,” respectively, explain why the Conflicts Committee and the GP Board, on the one hand, and the GPRE Parties, on the other hand, believe the Merger is in the best interests of the GPP Unaffiliated Unitholders. The section entitled “Opinion of Evercore – Financial Advisor to the Conflicts Committee” summarizes the process and methodologies followed by Evercore in rendering its opinion to the Conflicts Committee. You are encouraged to carefully read this “Special Factors” section and this entire consent solicitation statement/prospectus, along with the documents incorporated herein by reference.

Effects of the Merger

On September 16, 2023, GPRE, Holdings, Merger Sub, GPP and the General Partner entered into the Merger Agreement, pursuant to which Merger Sub will merge with and into GPP, with GPP surviving as an indirect, wholly owned subsidiary of GPRE. As of October 12, 2023, GPRE beneficially owned 11,586,548 GPP Common Units, representing approximately 49.8% of the outstanding GPP Common Units, and all of the Incentive Distribution Rights. GPRE also owns 100% of the membership interests of the General Partner, which owns the existing general partner interest in GPP. GPRE controls GPP through its direct ownership of the General Partner and certain of the executive officers and directors of the General Partner are also executive officers and/or directors of GPRE.

If the Merger is completed, (i) GPP will become an indirect, wholly owned subsidiary of GPRE, (ii) the GPP Unaffiliated Unitholders will no longer have an equity interest in GPP, (iii) the GPP Common Units will no longer be listed on Nasdaq, (iv) GPP will commence the suspension and termination of the registration of the GPP Common Units with the SEC, (v) the interests in GPP owned by GPRE, the General Partner and their respective affiliates prior to the Effective Time will remain outstanding as partnership interests in the surviving entity, and (vi) 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 party will deliver any Merger Consideration in respect of the general partner interest held by the General Partner and there will be no change in the ownership thereof.

GPP’s net book value (calculated as total assets minus total liabilities) as of June 30, 2023 was approximately $(1.5) million, and GPP’s net income attributable to the partners for the fiscal quarter ended June 30, 2023 was approximately $9.3 million. As of June 30, 2023, GPRE owned 11,586,548 GPP Common Units, representing an effective beneficial ownership by GPRE of 48.8 % of GPP’s net book value (approximately $(135.4) million) and a 2% general partner interest (approximately $(25,000)), which results in a total effective beneficial ownership by GPRE attributable of approximately 50.8% of GPP’s net income attributable to the partners for the fiscal quarter ended June 30, 2023 (approximately $4.8 million). If the Merger is consummated, GPRE’s aggregate beneficial interest in GPP’s net book value will increase to 100% and net income will increase to 100%. Accordingly, if the Merger is consummated, GPRE’s aggregate beneficial interest in GPP’s net book value will increase to approximately $(1.5) million, and net income attributable to the partners will increase to approximately $9.3 million (based on GPP’s fiscal quarter June 30, 2023 financial data). GPRE and its affiliates will also be entitled to any future increase in GPP’s value and all income generated by GPP’s operations going forward.

Background of the Merger

The senior management of GPRE and GPP, and the GPRE Board and the GP Board, regularly review operational and strategic opportunities to increase value for GPRE’s and GPP’s respective investors. In connection with these reviews, these management teams and boards of directors have from time to time evaluated potential transactions that would further their respective strategic objectives and create value for the GPRE Shareholders and the GPP Unitholders, as applicable. These alternatives included potential acquisitions or

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business combination transactions with third parties, potential acquisitions or business combination transactions involving GPRE and GPP and other potential strategic alternatives.

During the first quarter of 2023, senior management of GPRE continued to evaluate a potential business combination transaction involving GPRE and GPP, and in February 2023, GPRE engaged Latham & Watkins LLP (“Latham”) as its legal counsel and began discussions with BofA Securities, Inc. (“BofA Securities”) as its potential financial advisor in connection with its evaluation of its investment in GPP, including the evaluation of a potential take-private transaction as well as continuing with the status quo. Representatives of GPRE, Latham and BofA Securities met a number of times in February, March and April 2023 to evaluate certain considerations associated with a potential take private transaction, including timing and structuring considerations.

On April 19, 2023, the GPRE Board held a special meeting attended by members of GPRE management. At the meeting, GPRE management discussed with the members of the GPRE Board, among other matters, the current market challenges for MLPs such as GPP and advised that GPRE management was continuing to evaluate a transaction whereby GPRE would acquire all of the GPP Public Common Units (the “Proposed Transaction”) with GPRE’s external advisors. The members of the GPRE Board were also provided with certain materials prepared by BofA Securities summarizing the material terms of selected MLP precedent take-private transactions.

On April 26, 2023, BofA Securities was formally engaged as financial advisor to GPRE.

On April 27, 2023, the GPRE Board held a special meeting attended by members of GPRE management and representatives of Latham and BofA Securities. During the meeting, the GPRE Board discussed the Proposed Transaction and received a presentation from representatives of BofA Securities on the Proposed Transaction, including the timing and process associated with the Proposed Transaction and a discussion of the material terms of selected MLP precedent take-private transactions. Representatives of Latham provided the GPRE Board with a presentation on certain legal considerations with respect to the Proposed Transaction, including a review of the directors’ fiduciary duties in the context of evaluating and negotiating the Proposed Transaction, and further reviewed the SEC filings, timing and other considerations applicable to the Proposed Transaction.

On May 2, 2023, the GPRE Board held a special meeting attended by members of GPRE management and representatives of Latham and BofA Securities in order to discuss the Proposed Transaction. Representatives of Latham discussed the timing and process associated with the Proposed Transaction, and the GPRE Board discussed the potential merits of the Proposed Transaction. During the meeting, the GPRE Board authorized and directed Todd A. Becker, GPRE’s President and Chief Executive Officer, to submit a non-binding offer to the General Partner to acquire all GPP Public Common Units in exchange for newly issued shares of GPRE Common Stock for an exchange ratio equal to the closing price of the GPP Common Units divided by the closing price of the GPRE Common Stock, in each case, as of the close of business on May 3, 2023. The GPRE Board further authorized certain officers of GPRE to engage in negotiations and the exchange of information with the GP Board or the Conflicts Committee and their respective legal and financial advisors with respect to the Proposed Transaction and to make recommendations to the GPRE Board regarding the Proposed Transaction.

On May 3, 2023, GPRE submitted to the GP Board a non-binding proposal to acquire all GPP Public Common Units at a fixed exchange ratio of 0.3913 shares of GPRE Common Stock for each GPP Public Common Unit (the “Initial GPRE Proposal”). GPRE also indicated in the Initial GPRE Proposal that, among other things, GPRE expected that the Proposed Transaction would simplify GPRE’s corporate structure and governance, generate near-term earnings and cash flow accretion, reduce SG&A expense associated with operating GPP as a separate, standalone public company and align strategic interests between GPP Unitholders and GPRE Shareholders by creating a single, unified public company with full ownership and control of GPRE’s total platform, including terminal operations. In addition, the Initial GPRE Proposal discussed the challenged market for MLPs since GPP’s initial public offering, as well as certain expected benefits of the Proposed Transaction to GPP Unitholders, including offering GPP Unitholders the ability to retain an investment in a larger, more diversified company with greater trading liquidity and access to capital and the expected enhanced governance rights associated with participation in a traditional corporate governance structure.

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On May 4, 2023, GPRE and GPP issued a joint press release announcing the submission of the Initial GPRE Proposal by GPRE to the GP Board. Also on May 4, 2023, GPRE filed with the SEC an amendment to its GPP Schedule 13D disclosing its submission of the Initial GPRE Proposal to the GP Board and attaching the letter setting forth the Initial GPRE Proposal as an exhibit.

On May 8, 2023, the GP Board determined (i) that each of Clay Killinger and Brett Riley satisfied the independence and other requirements set forth in the GPP Partnership Agreement to serve as a member of the Conflicts Committee and (ii) neither of Messrs. Killinger or Riley had any relationship or ownership interest in the General Partner or its affiliates that would interfere with the exercise of his independent judgment in carrying out the responsibilities of a member of the Conflicts Committee in evaluating the Proposed Transaction. The GP Board delegated to the Conflicts Committee, comprised of Messrs. Killinger and Riley, the authority to evaluate the Proposed Transaction. Later that day, the Conflicts Committee members met to discuss the selection of legal counsel in connection with the Proposed Transaction and next steps of the transaction process. During the meeting, the Conflicts Committee considered materials submitted by, and the expertise, experience and credentials of, three potential legal counsel candidates, and unanimously approved the engagement of Gibson, Dunn & Crutcher LLP (“Gibson Dunn”) as its legal counsel with respect to the Proposed Transaction. Gibson Dunn, the Conflicts Committee and GPP executed an engagement letter on May 10, 2023.

On May 10, 2023, the Conflicts Committee met with representatives of Gibson Dunn to discuss certain issues and considerations in connection with the Conflicts Committee’s review and evaluation of the Proposed Transaction, the transaction process and next steps, including with respect to the selection of a financial advisor to the Conflicts Committee.

On May 11, 2023, the Conflicts Committee met with representatives of Gibson Dunn to discuss the role and duties of the Conflicts Committee, the framework for resolution of conflicts of interest involving GPP, the process and recommendations for resolution of conflicts of interest in connection with the Conflicts Committee’s exploration, consideration, review and evaluation of the Proposed Transaction and related topics, including an overview of take-private transactions. The participants also discussed the transaction process and next steps.

On May 11 and 12, 2023, the Conflicts Committee interviewed representatives of three potential financial advisors to advise the Conflicts Committee in connection with the Proposed Transaction, at which interviews a representative of Gibson Dunn was in attendance.

Later on May 12, 2023, the Conflicts Committee met with representatives of Gibson Dunn. At the meeting, the Conflicts Committee approved the engagement of Evercore Group L.L.C.(“Evercore”) as its financial advisor with respect to the Proposed Transaction because of Evercore’s experience and reputation with public mergers and acquisitions, complex transactions involving publicly traded partnerships and representations of conflicts committees, as well as its familiarity with the industry in which GPP and GPRE operate.

On May 16, 2023, the Conflicts Committee met with representatives of Gibson Dunn and Evercore, at which meeting the Conflicts Committee discussed with its advisors certain issues and considerations in connection with the Conflicts Committee’s exploration, consideration, review and evaluation of the Proposed Transaction. After all representatives of Evercore left the meeting, the Conflicts Committee and representatives of Gibson Dunn discussed compensation of the Conflicts Committee in connection with the Proposed Transaction.

On May 19, 2023, the GP Board adopted resolutions that, among other things, (1) confirmed and ratified in all respects the GP Board’s appointment of the Conflicts Committee members; (2) affirmatively determined, after reasonable inquiry, that (i) each member of the Conflicts Committee satisfied the independence and other requirements set forth in the Partnership Agreement to serve as a member of the Conflicts Committee and (ii) no member of the Conflicts Committee had any relationship or ownership interest in the General Partner or its affiliates that would interfere with the exercise of such member’s independent judgment in carrying out the responsibilities of a member of the Conflicts Committee in evaluating the Proposed Transaction; (3) authorized

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and ratified the prior action of the Conflicts Committee to (i) review and evaluate the Proposed Transaction and related agreements for and on behalf of GPP and the GPP Unaffiliated Unitholders; (ii) review, evaluate, solicit, structure, and, if deemed sufficiently favorable to the interests of GPP, negotiate, or delegate the ability to negotiate to any persons, the terms and conditions of the Proposed Transaction for and on behalf of GPP and the GPP Unaffiliated Unitholders; (iii) determine whether the Proposed Transaction is in the best interests of GPP and the GPP Unaffiliated Unitholders; (iv) approve, or determine not to approve, the Proposed Transaction, any such approval of the Proposed Transaction to constitute Special Approval pursuant to Section 7.9(b) of the Partnership Agreement; and (v) recommend to the GP Board that the Proposed Transaction be approved or not approved, any such recommendation to approve the Proposed Transaction to constitute Special Approval pursuant to Section 7.9(b) of the Partnership Agreement, or determine not to make any recommendation regarding the Proposed Transaction to the GP Board. The GP Board also authorized and ratified the retention of legal and financial advisors by the Conflicts Committee in its sole discretion.

On May 22, 2023, the Conflicts Committee met with representatives of Gibson Dunn and Evercore to discuss certain unitholder communications with respect to the Proposed Transaction.

On May 23, 2023, representatives of Evercore had a call with representatives of BofA Securities to discuss the Initial GPRE Proposal. Later that day, representatives of Evercore, on behalf of the Conflicts Committee, sent a due diligence request list to BofA Securities.

On June 5, 2023, GPRE provided the Conflicts Committee and its advisors with access to a virtual data room containing due diligence materials with respect to GPP and GPRE. From June 2023 until the execution of the Merger Agreement in September 2023, the Conflicts Committee, with the assistance of its advisors, reviewed and discussed various financial and legal matters and information relating to GPP, GPRE and the Proposed Transaction.

On June 14, 2023, the Conflicts Committee and representatives of Gibson Dunn and Evercore met with management of GPRE and GPP (“Management”) and representatives of BofA Securities and Latham, during which meeting Management and BofA Securities presented to the Conflicts Committee and its advisors a presentation regarding the Proposed Transaction. During the presentation, representatives of BofA Securities discussed proposed terms of the Proposed Transaction and GPRE’s rationale for the Proposed Transaction, and Management discussed the assets and businesses of GPRE and GPP, as well as the financial forecasts of GPRE and GPP, respectively. For more information on the financial forecasts prepared by Management, see “—Unaudited Projected Financial Information.”

Later on June 14, 2023, representatives of Gibson Dunn sent a supplemental due diligence request list to GPRE.

On June 16, 2023, the Conflicts Committee met with representatives of Gibson Dunn and Evercore to discuss the presentation given by Management and BofA Securities on June 14, 2023. After all representatives of Evercore left the meeting, the Conflicts Committee and Gibson Dunn discussed matters related to the Conflicts Committee’s compensation in connection with the Proposed Transaction.

In response to a request by an institutional investor that was a purported holder of GPP Public Common Units, on June 21, 2023, Mr. Brett Riley, the chairperson of the Conflicts Committee, and representatives of Gibson Dunn and Evercore, received an oral presentation from representatives of the investor regarding such investor’s view with respect to the Proposed Transaction.

On June 26, 2023, representatives of Gibson Dunn sent a further revised supplemental due diligence request list to GPRE.

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On June 30, 2023, the Conflicts Committee met with representatives of Gibson Dunn and Evercore, during which meeting Evercore reviewed materials prepared by Evercore with respect to the Proposed Transaction. The Conflicts Committee also discussed matters related to its compensation in connection with the Proposed Transaction.

On July 3, 2023, the Conflicts Committee met with representatives of Gibson Dunn and Evercore, during which meeting representatives of Evercore discussed analysis of potential exchange ratios in the Proposed Transaction prepared by Evercore. The Conflicts Committee also discussed with its advisors a potential counterproposal to be delivered by Evercore to BofA Securities on behalf of the Conflicts Committee.

On July 7, 2023, the Conflicts Committee met with representatives of Gibson Dunn and Evercore, during which meeting Evercore reviewed materials prepared by Evercore with respect to the Proposed Transaction. The participants then discussed a potential counterproposal with respect to the Proposed Transaction. After the discussion, the Conflicts Committee unanimously authorized Evercore to, on behalf of the Conflicts Committee, contact BofA Securities and propose that the consideration for the Proposed Transaction be all stock at an exchange ratio of 0.55 shares of GPRE Common Stock for each GPP Public Common Unit and that the Proposed Transaction be subject to approval by a majority of the GPP Unaffiliated Unitholders (the “First Committee Counterproposal”), which Evercore did later that day.

On July 13, 2023, the GPRE Board held a special meeting attended by members of GPRE management and representatives of Latham and BofA Securities in order to discuss the First Committee Counterproposal. Members of GPRE management and representatives of BofA Securities discussed the terms proposed by the Conflicts Committee in the First Committee Counterproposal, including the proposed exchange ratio and the Conflicts Committee’s request for approval by a majority of the GPP Unaffiliated Unitholders. The GPRE Board authorized GPRE management to submit a non-binding proposal to the Conflicts Committee proposing an all stock-for-unit transaction with a 3% increase in the premium implied by the exchange offer proposed in the Initial GPRE Proposal and without any requirement for approval by a majority of the GPP Unaffiliated Unitholders.

On July 14, 2023, the Conflicts Committee met with representatives of Gibson Dunn and Evercore to discuss diligence with respect to the potential acquisition by GPRE of certain tank assets and land owned by GPP in connection with the potential sale of the Atkinson biorefinery by GPRE to a third party (such proposed acquisition by GPRE, the “Atkinson Transaction”). Such diligence was being conducted in connection with the Conflicts Committee’s consideration of the Proposed Transaction.

Later on July 14, 2023, the GP Board adopted resolutions that, among other things, authorized and empowered the Conflicts Committee to consider, explore, review, analyze and evaluate the terms and conditions, and to determine the advisability of, the Atkinson Transaction.

On July 19, 2023, the Conflicts Committee members met with Mr. G. Patrich Simpkins Jr., Chief Transformation Officer of GPRE, to discuss certain diligence matters in connection with the Proposed Transaction.

Also on July 19, 2023, BofA Securities called Evercore and, on behalf of GPRE, delivered a proposal to the Conflicts Committee whereby GPRE would acquire all the GPP Public Common Units at a fixed exchange ratio of 0.4030 shares of GPRE Common Stock for each GPP Public Common Unit and without the transaction being subject to approval by a majority of the GPP Unaffiliated Unitholders (the “Second GPRE Proposal”).

On July 20, 2023, the GP Board declared GPP’s second-quarter distribution of $0.455 per GPP Common Unit, payable to GPP Unitholders of record as of the close of business on August 4, 2023.

On July 25, 2023, the Conflicts Committee met with representatives of Gibson Dunn and Evercore, at which meeting Evercore reviewed analysis of various exchange ratios prepared by Evercore. The participants then discussed the Second GPRE Proposal and a potential counterproposal. After such discussion, the Conflicts

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Committee members unanimously agreed that (i) Mr. Riley should, on behalf of the Conflicts Committee, inform representatives of GPRE that the Conflicts Committee required more diligence information; and (ii) after Mr. Riley’s discussion with representatives of GPRE, and upon the authorization by Mr. Riley on behalf of the Conflicts Committee, Evercore should orally deliver to BofA Securities, on behalf of the Conflicts Committee, a counterproposal whereby the consideration for the Proposed Transaction would be all stock at an exchange ratio of 0.52 shares of GPRE Common Stock for each GPP Public Common Unit (the “Second Committee Counterproposal”). Later that day, Mr. Riley had a call with representatives of GPRE regarding the Conflicts Committee’s request for more diligence information, and thereafter, upon Mr. Riley’s authorization on behalf of the Conflicts Committee, Evercore delivered the Second Committee Counterproposal to BofA Securities.

Also on July 25, 2023, the Conflicts Committee members met to discuss negotiations with respect to the Atkinson Transaction. After such discussion, the Conflicts Committee members unanimously agreed that Mr. Riley should contact Mr. Becker on behalf of the Conflicts Committee to discuss matters related to the Atkinson Transaction, which Mr. Riley did later that day.

On July 28, 2023, the GPRE Board held a special meeting attended by members of GPRE management and representatives of Latham and BofA Securities in order to discuss the Second Committee Counterproposal. Members of GPRE management and representatives of BofA Securities discussed the terms proposed by the Conflicts Committee in the Second Committee Counterproposal, including the proposed exchange ratio and implied premium to the trading price of GPP Common Units. The GPRE Board indicated its view that neither the Second Committee Counterproposal nor the First Committee Counterproposal were reasonable and authorized GPRE management and BofA Securities to communicate to the Conflicts Committee that GPRE was prepared to withdraw the Second GPRE Proposal and terminate discussions unless the Conflicts Committee was willing to agree to an exchange ratio that implied a more reasonable premium.

Later on July 28, 2023, BofA Securities called and relayed to Evercore, on behalf of GPRE, that: (i) the exchange ratio proposed by the Second Committee Proposal was well above what GPRE was willing to accept; (ii) GPRE would potentially consider an exchange ratio representing a 10% premium to the exchange ratio of 0.3913 shares of GPRE Common Stock for each GPP Public Common Unit proposed by GPRE in the Initial GPRE Proposal; and (iii) GPRE was prepared to issue a press release announcing the termination by GPRE of the process of the Proposed Transaction on August 4, 2023 if the parties were unable to reach an agreement.

On July 31, 2023, the Conflicts Committee met with representatives of Gibson Dunn and Evercore, at which meeting the participants discussed the call between BofA Securities and Evercore on July 28, 2023 and Evercore reviewed analysis of various exchange ratios prepared by Evercore.

On August 1, 2023, the Conflicts Committee met with representatives of Gibson Dunn and Evercore, at which meeting Evercore reviewed analysis of various exchange ratios prepared by Evercore. The participants then discussed a potential response to GPRE, negotiation strategy and next steps. After such discussion, the Conflicts Committee members unanimously authorized Evercore to, on behalf of the Conflicts Committee, inform BofA Securities that the Conflicts Committee would potentially consider a Proposed Transaction if the exchange ratio of GPRE Common Stock for each GPP Public Common Unit would be in the range of 0.46x. Evercore did so later that day.

On August 3, 2023, the GPRE Board held a special meeting attended by members of GPRE management and representatives of Latham and BofA Securities in order to discuss the August 1 response from the Conflicts Committee. Members of GPRE management and representatives of BofA Securities discussed the terms proposed by the Conflicts Committee in its August 1 response, including the proposed exchange ratio and implied premium to the trading price of GPP Common Units. The GPRE Board authorized GPRE management to submit a non-binding proposal to the Conflicts Committee proposing an all stock-for-unit transaction with a 10% increase in the premium implied by the exchange offer proposed in the Initial GPRE Proposal, and further authorized GPRE management to propose an increased premium of up to 12.5%.

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Later that day, BofA Securities called Evercore and delivered a proposal to the Conflicts Committee on behalf of GPRE that GPRE would acquire the GPP Public Common Units at an exchange ratio representing a 10% premium to the exchange ratio of 0.3913 shares of GPRE Common Stock for each GPP Public Common Unit initially proposed by GPRE in the Initial GPRE Proposal (the “Third GPRE Proposal”). Subsequently, on the same day, the Conflicts Committee met with representatives of Gibson Dunn and Evercore, at which meeting representatives of Evercore reviewed the updated analysis of various exchange ratios prepared by Evercore and the participants discussed the Third GPRE Proposal.

On August 4, 2023, GPP and GPRE each announced quarterly earnings results. After the earnings announcements, Mr. Riley had calls with Mr. Becker regarding the Proposed Transaction. Later that day, the Conflicts Committee met with representatives of Gibson Dunn and Evercore to discuss next steps of the transaction process. After such discussion, the Conflicts Committee members unanimously agreed that (i) Evercore should prepare updated financial analysis of the Proposed Transaction for the Conflicts Committee’s review and consideration; and (ii) upon the receipt of Evercore’s updated financial analysis, the Conflicts Committee would convene to consider a potential response to the Third GPRE Proposal.

Also on August 4, 2023, representatives of Latham sent an initial draft of the Merger Agreement to Gibson Dunn. The draft Merger Agreement, among other things: (i) provided that the obligations of GPRE and GPP to consummate the Merger would be conditioned on, among other things, obtaining approval of the Merger Agreement and the Merger by the holders of a majority of the outstanding GPP Common Units (including GPP Common Units owned by GPRE); (ii) included substantially reciprocal representations and warranties, other than certain operational representations and warranties by GPP; and (iii) provided for expense reimbursement of GPRE and GPP under specified circumstances.

On August 8, 2023, Evercore and BofA Securities had a call regarding the Proposed Transaction. Later that day, the Conflicts Committee met with representatives of Gibson Dunn and Evercore, at which meeting representatives of Evercore reviewed the presentation materials prepared by Evercore based on the latest market data. The participants then discussed certain unitholder communications and a potential counterproposal. After such discussion, the Conflicts Committee unanimously authorized Evercore to, on behalf of the Conflicts Committee, inform BofA Securities that the Conflicts Committee would consider a Proposed Transaction whereby GPRE would acquire all the GPP Public Common Units at an exchange ratio of 0.47 shares of GPRE Common Stock for each GPP Public Common Unit (the “Third Committee Counterproposal”), which Evercore did on the following day.

On August 10, 2023, the Conflicts Committee met with representatives of Gibson Dunn and Evercore, during which meeting Gibson Dunn provided an overview of the draft Merger Agreement provided by GPRE in connection with the Proposed Transaction and a detailed summary of the proposed changes made by Gibson Dunn in a revised draft of the Merger Agreement. The Conflicts Committee members provided feedback and unanimously directed Gibson Dunn to further revise the draft Merger Agreement to incorporate comments from the Conflicts Committee and authorized Gibson Dunn, on behalf of the Conflicts Committee, to send the revised draft of the Merger Agreement to Latham. The revised draft of the Merger Agreement, among other things: (i) included an affirmative obligation of GPRE to, until the Effective Time or termination of the Merger Agreement, (1) vote or deliver a consent with respect to all GPP Common Units beneficially owned by GPRE or any of its subsidiaries in favor of the Merger Agreement and the Merger at any meeting of the GPP Limited Partners or any vote or consent in connection with a vote or consent of the GPP Limited Partners and (2) abide by certain transfer restrictions with respect to the GPP Common Units beneficially owned by GPRE or any of its subsidiaries (the “GPRE Voting Covenant”); (ii) modified the representations and warranties of GPRE and GPP; (iii) removed and modified various interim operating covenants with respect to GPP and added certain interim operating covenants with respect to GPRE; (iv) added an affirmative obligation of GPP to continue to make quarterly cash distributions no less than $0.455 per GPP Common Unit through the closing of the Proposed Transaction consistent with past practice (the “GPP Distribution Covenant”); and (v) modified certain closing conditions regarding representations and warranties to increase closing certainty.

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On August 15-16, 2023, a regular meeting of the GPRE Board was held at GPRE’s Omaha office. During the meeting, members of GPRE management and the GPRE Board discussed the Proposed Transaction, including the current exchange ratio and other material terms, and representatives of GPRE management discussed the terms of the August 10 draft of the Merger Agreement.

On August 16, 2023, Mr. Becker, on behalf of GPRE, called Mr. Riley and orally delivered to the Conflicts Committee a proposal whereby GPRE would acquire all the GPP Public Common Units at an exchange ratio of 0.45 shares of GPRE Common Stock for each GPP Public Common Unit (the “Fourth GPRE Proposal”).

On August 17, 2023, the Conflicts Committee met with representatives of Gibson Dunn and Evercore to discuss a potential response to the Fourth GPRE Proposal. After such discussion, the Conflicts Committee members unanimously agreed that Mr. Riley should, on behalf of the Conflicts Committee, contact Mr. Becker to inform GPRE that the Conflicts Committee would not accept the Fourth GPRE Proposal, but would be open to consider structuring the Proposed Transaction in such a way that would provide some certainty as to the value of the consideration to be received by the GPP Unaffiliated Unitholders for their units, once such value is agreed upon. Mr. Riley did so on the following day.

On August 25, 2023, representatives of BofA Securities met with representatives of Evercore to discuss the Proposed Transaction. BofA Securities reiterated a proposal on behalf of GPRE whereby GPRE would acquire all the GPP Public Common Units at an exchange ratio of 0.45 shares of GPRE Common Stock for each GPP Public Common Unit, and Evercore informed BofA Securities, on behalf of the Conflicts Committee, that the Conflicts Committee would not accept such a proposal.

On August 31, 2023, Mr. Becker called and informed Mr. Riley that the GPRE Board would meet in the following week regarding a potential “best and final” proposal.

On September 5, 2023, the GPRE Board held a special meeting attended by members of GPRE management and representatives of BofA Securities in order to discuss the negotiation of the Proposed Transaction. The GPRE Board authorized GPRE management and BofA Securities to submit a non-binding proposal to the Conflicts Committee proposing a transaction at an exchange ratio of 0.405 shares of GPRE Common Stock and $2.00 in cash for each outstanding GPP Public Common Unit. The GPRE Board further authorized GPRE management and BofA Securities to communicate to the Conflicts Committee that the proposal was GPRE’s “best and final” offer and that GPRE was prepared to terminate discussions regarding the Proposed Transaction if the proposal was not accepted by Friday, September 8, 2023.

On September 5, 2023, BofA Securities, on behalf of GPRE, called Evercore and orally delivered to the Conflicts Committee a proposal whereby GPRE would acquire all the GPP Public Common Units at an exchange ratio of 0.405 shares of GPRE Common Stock plus $2.00 in cash for each GPP Public Common Unit as GPRE’s best and final proposal (the “Best and Final GPRE Proposal”).

On September 8, 2023, the Conflicts Committee met with representatives of Gibson Dunn and Evercore, at which meeting Evercore reviewed the presentation materials prepared by Evercore. Discussion ensued among the participants regarding the Best and Final GPRE Proposal and a potential counterproposal to GPRE. After such discussion, the Conflicts Committee unanimously agreed that Mr. Riley should, on behalf of the Conflicts Committee, contact Mr. Becker and make a counterproposal to GPRE whereby GPRE would acquire all the GPP Public Common Units at an exchange ratio of 0.405 shares of GPRE Common Stock plus $2.00 in cash for each GPP Public Common Unit and that, as part of the consideration for the Proposed Transaction, the holders of the GPP Public Common Units would also receive a cash amount equal to pro rata distributions on the GPP Public Common Units until the closing of the Proposed Transaction (such distribution, the “pro rata distribution,” and such counterproposal, the “Fourth Committee Counterproposal”), which Mr. Riley did later that day.

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On September 11, 2023, representatives of Latham provided a revised draft of the Merger Agreement to Gibson Dunn. The revised draft of the Merger Agreement, among other things: (i) removed the GPRE Voting Covenant and contemplated the Support Parties entering into the Support Agreement concurrently with execution of the Merger Agreement; (ii) provided that the obligations of GPRE and GPP to consummate the Merger would be conditioned upon the Written Consent being obtained; (iii) reinserted certain representations and warranties of GPP; (iv) rejected certain modifications to interim operating covenants with respect to GPP and deleted an interim operating covenant with respect to GPRE; (v) added certain obligations of GPRE and GPP relating to the preparation and filing of the Schedule 13E-3 to be filed with the SEC in connection with the Proposed Transaction; (vi) accepted the GPP Distribution Covenant subject to certain limited exceptions; (vii) accepted modifications to closing conditions regarding representations and warranties; and (viii) did not provide for the pro rata distribution as part of the Merger Consideration. Later that day, Gibson Dunn and Latham had several email exchanges regarding the revised draft Merger Agreement, and Latham informed Gibson Dunn that GPRE was considering the Fourth Committee Counterproposal.

On September 12, 2023, representatives of Gibson Dunn provided a revised draft of the Merger Agreement to Latham. The revised draft of the Merger Agreement, among other things: (i) provided that the cash consideration to be paid to GPP Public Unitholders for each outstanding GPP Public Common Unit would consist of (a) $2.00 in cash, plus (b) an amount of cash equal to unpaid distributions on the GPP Common Units from the end of the last quarter for which a quarterly distribution was made to the Closing Date, as determined in accordance with the Merger Agreement; (ii) included a representation of GPRE that GPRE had immediately available funds to consummate the Merger and to pay all amounts required to be paid pursuant to the Merger Agreement, including the Cash Consideration; and (iii) modified certain interim operating covenants of GPP and GPRE. Later that day, Latham indicated to Gibson Dunn that GPRE accepted the Fourth Committee Counterproposal.

On September 13, 2023, representatives of Latham provided Gibson Dunn with an initial draft of the Support Agreement. The draft Support Agreement, among other things, provided for the Support Parties to deliver the Written Consent covering all of the GPP Common Units beneficially owned by the Support Parties, approving the Merger, the Merger Agreement and the transactions contemplated by the Merger Agreement, as promptly as practicable following the effectiveness of the Registration Statement on Form S-4 relating to the Proposed Transaction. Later that day, Gibson Dunn sent a revised draft of the Support Agreement to Latham with certain ministerial comments.

On September 14, 2023, members of GPRE management and representatives of Evercore, BofA Securities and Latham held a bring-down due diligence call.

Between September 12 and September 15, 2023, Gibson Dunn and Latham had multiple calls and email exchanges to negotiate and finalize the terms of the Merger Agreement and the Support Agreement. On September 15, 2023, Latham sent to Gibson Dunn the proposed execution version of the Merger Agreement and Support Agreement, subject to final approval by the Conflicts Committee and GPRE. Among other things, the proposed execution versions of the Merger Agreement: (i) included the pro rata distribution proposed by the Fourth Committee Counterproposal as part of the Merger Consideration; (ii) reflected compromises by the Conflicts Committee and GPRE with respect to the representations and warranties and interim operating covenants of GPP and GPRE; and (iii) required the breaching party to reimburse the other party for expenses up to $5 million in the event of termination of the Merger Agreement for material breach.

Also on September 15, 2023, the GPRE Board held a special meeting attended by members of GPRE management and representatives of Latham and BofA Securities in order to discuss the negotiation of the Proposed Transaction. Representatives of BofA Securities summarized the material proposed economic terms of the Proposed Transaction and discussed the negotiation of the economic terms following the delivery of GPRE’s Initial GPRE Proposal. Representatives of Latham reviewed the GPRE Board’s fiduciary duties in respect of the Proposed Transaction and reviewed the proposed final terms of the Merger and the Transaction Documents with the GPRE Board. Later that day, after market close, the GPRE Board executed a unanimous written consent authorizing GPRE’s entry into the Merger Agreement and the Support Agreement.

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On September 16, 2023, the Conflicts Committee met with representatives of Gibson Dunn and Evercore to discuss certain proposed exceptions to the interim operating covenants by GPRE set forth on its disclosure schedule to the Merger Agreement. After that meeting, Mr. Riley called Mr. Becker to discuss the same.

Later in the afternoon on September 16, 2023, the Conflicts Committee met with representatives of Gibson Dunn and Evercore. Gibson Dunn discussed the summary of the proposed execution versions of the Merger Agreement and Support Agreement prepared by Gibson Dunn. Mr. Riley reported on the call he had earlier that day with Mr. Becker with respect to certain proposed exceptions to the interim operating covenants by GPRE. Representatives of Evercore discussed the bring-down diligence call that Evercore had with GPRE management on September 14, 2023 and then discussed materials prepared by Evercore regarding financial analyses with respect to the Proposed Transaction. Evercore then delivered an oral opinion, confirmed by delivery of a written opinion dated September 16, 2023, to the Conflicts Committee to the effect that, as of such date and based upon and subject to the assumptions, procedures, factors, qualifications, limitations and other matters set forth in Evercore’s written opinion, the Merger Consideration is fair, from a financial point of view, to the GPP Unaffiliated Unitholders. After all representatives of Evercore left the meeting, Gibson Dunn reviewed Gibson Dunn’s observations on the Conflicts Committee’s process and duties of the Conflicts Committee under the Partnership Agreement. Thereafter, after further discussion of the Proposed Transaction, the Conflicts Committee, by unanimous vote, in good faith: (a) determined that the Merger Agreement and the transactions contemplated thereby, including the Merger, were in the best interests of GPP, including the GPP Unaffiliated Unitholders, (b) 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 (c) 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.

Also on September 16, 2023, after the Conflicts Committee meeting, the GP Board held a special meeting to discuss the Proposed Transaction. During the meeting, the chairman of the Conflicts Committee provided the GP Board with a report on the process conducted by the Conflicts Committee in its evaluation of the Proposed Transaction, including (i) the Conflicts Committee’s analysis and evaluation of the Proposed Transaction, (ii) the Conflicts Committee’s negotiation of the terms of the Merger Agreement, including the consideration to be received by the GPP Unaffiliated Unitholders, (iii) the Conflicts Committee’s receipt of Evercore’s opinion, and (iv) the determination, approval and recommendation of the Conflicts Committee with respect to the Proposed Transaction. Following such report and acting upon the recommendation of the Conflicts Committee, the GP Board unanimously: (i) determined that the Merger Agreement and the transactions contemplated thereby, including the Merger, were 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 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.

Later that day, following the meetings of the Conflicts Committee and the GP Board, GPRE, Holdings, Merger Sub, GPP and the General Partner executed the Merger Agreement and GPP and each of the Support Parties executed the Support Agreement. The parties then exchanged executed final versions of the Merger Agreement and the Support Agreement and the final versions of the disclosure schedules.

On September 18, 2023, GPRE and GPP issued a joint press release announcing the execution of the Merger Agreement and GPRE and GPP each filed with the SEC Current Reports on Form 8-K attaching a copy of the Merger Agreement, the Support Agreement and the joint press release as exhibits. GPRE also filed an amendment to its GPP Schedule 13D disclosing the execution of the Merger Agreement.

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Resolution of Conflicts of Interest; Standards of Conduct and Modification of Duties

The unanimous approval of the Merger Agreement and the transactions contemplated thereby, including the Merger, by the members of the Conflicts Committee constitutes “Special Approval” under the Partnership Agreement. Under Section 7.9 of the Partnership Agreement, whenever a potential conflict of interest exists or arises between the General Partner or any of its affiliates, on the one hand, and GPP, any of its subsidiaries or any partner of GPP, on the other hand, any resolution, course of action or transaction will be conclusively deemed approved by all of the partners of GPP and will not constitute a breach of the Partnership Agreement or of any duty stated or implied by law or equity if the resolution or course of action is approved by Special Approval, namely approval by a majority of the members of the Conflicts Committee.

Under Section 7.10(b) of the Partnership Agreement, any action taken or omitted to be taken by the General Partner in reliance upon the advice or opinion of an investment banker, among others, as to matters reasonably believed to be in such person’s professional or expert competence will be conclusively presumed to have been taken or omitted to be taken in good faith and in accordance with such advice or opinion.

GPRE Parties’ Position as to the Fairness of the Merger

Under the rules governing “going private” transactions, including Rule 13e-3 under the Exchange Act, each of the GPRE Parties is deemed to be engaged in a “going private” transaction with respect to GPP and the Merger and, therefore, is required to express its belief as to the fairness of the Merger to the GPP Unaffiliated Unitholders pursuant to Rule 13e-3 under the Exchange Act and the related rules under the Exchange Act. Each of the GPRE Parties is making the statements included in this section solely for the purposes of complying with the requirements of Rule 13e-3 and related rules under the Exchange Act. The views of each of the GPRE Parties as to the fairness of the Merger (which is the Rule 13e-3 transaction for which a Schedule 13E-3 will be filed with the SEC at the same time as this consent solicitation statement/prospectus) should not be construed as a recommendation to any GPP Unaffiliated Unitholder as to how such GPP Unaffiliated Unitholder should vote or act in respect of the Merger.

None of the GPRE Parties participated in the deliberations of the Conflicts Committee regarding, or received advice from the Conflicts Committee’s legal or financial advisors as to, the fairness of the Merger. None of the GPRE Parties has performed, or engaged a financial advisor to perform, any valuation or other analysis for the purpose of assessing the fairness of the Merger to the GPP Unaffiliated Unitholders. The GPRE Parties believe that the interests of the GPP Unaffiliated Unitholders were represented by the Conflicts Committee, which negotiated the terms and conditions of the Merger Agreement and the transactions contemplated thereby, including the Merger, with the assistance of independent legal and financial advisors.

However, based on (i) the requirement that the Merger Agreement and the transactions contemplated thereby, including the Merger, receive the affirmative vote or written consent of the holders of a majority of the outstanding GPP Common Units, (ii) the review and approval of the Merger Agreement and the transactions contemplated thereby, including the Merger, by the Conflicts Committee, (iii) the GPRE Parties’ knowledge and analysis of available information relating to GPP, (iv) the factors considered by, and findings of, the Conflicts Committee and the GP Board discussed in the section entitled “Approval of the Conflicts Committee and the GP Board and the Reasons for their Approvals,” which factors and findings, as set forth in this consent solicitation statement/prospectus, the GPRE Parties adopt, and (v) the factors set forth below in the section entitled “Purpose and Reasons of the GPRE Parties for the Merger,” which are considered material and not listed in any relative order of importance, solely for the purpose of complying with the requirements of Rule 13e-3 and the related rules under the Exchange Act, the GPRE Parties believe that the Merger is both substantively and procedurally fair to the GPP Unaffiliated Unitholders, excluding officers and directors of GPRE, the General Partner and their respective affiliates.

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The foregoing discussion of the information and factors considered and given weight by GPRE, acting on its own behalf and on behalf of Holdings and Merger Sub, is not intended to be exhaustive, but includes the factors considered by the GPRE Parties that each believes to be material to the fairness determination regarding the fairness of the Merger for the purpose of complying with the requirements of Rule 13e-3 and the related rules under the Exchange Act. The GPRE Parties did not find it practicable to, and did not, quantify or otherwise attach relative weights to the foregoing factors in reaching their position as to the fairness of the Merger. Rather, GPRE, acting on its own behalf and on behalf of Holdings and Merger Sub, made its fairness determination after considering all of the factors as a whole. GPRE did not consider, and did not provide for consideration of the GPRE Board, the net book value of GPP, which is an accounting concept, for purposes of making its recommendation, because it believes net book value is indicative of neither GPP’s market value nor its value as a going concern, but rather is an indicator of historical costs. GPRE management did not consider, and did not provide for consideration of the GPRE Board, the liquidation value of GPP because GPP was viewed to be a viable, going concern and therefore liquidation value was not a relevant methodology. GPRE was not aware of and did not consider any firm offers made to GPP by any unaffiliated persons during the past two years for (i) any merger or consolidation of GPP with or into another company, or vice versa, (ii) the sale or other transfer of all or any substantial part of GPP’s assets or (iii) a purchase of GPP’s securities that would enable to the holder to exercise control of GPP. As described in the section titled “Prior Stock Purchases,” GPRE has not purchased any GPP Common Units during the past two years, and therefore GPRE was unable to and did not consider any purchase prices paid by GPRE for any GPP Common Units during the past two years.

Purpose and Reasons of the GPRE Parties for the Merger

Under the SEC rules governing “going-private” transactions, including Rule 13e-3 under the Exchange Act, each of the GPRE Parties is deemed to be engaged in a “going-private” transaction with respect to GPP and the Merger and, therefore, is required to express its purposes and reasons for the Merger to the GPP Unaffiliated Unitholders. The GPRE Parties are making the statements included in this section solely for the purpose of complying with the requirements of Rule 13e-3 and related rules under the Exchange Act.

The GPRE Parties’ purpose and reasons for the Merger include, but are not limited to:

The GPRE Parties have undertaken to pursue the Merger at this time for the purpose and reasons described above.

The GPRE Parties believe that structuring the proposed Merger as a merger transaction is preferable to other transaction structures because it provides a prompt and orderly transfer of ownership of the GPP Public Common

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Units in a single step, without the necessity of additional purchases of GPP Public Common Units by GPRE, either through a tender offer, open market purchases or individually negotiated purchases, and without additional transaction costs associated with such activities. Further, the Merger provides an opportunity for the GPP Unaffiliated Unitholders to receive a premium for their GPP Common Units. Although the GPRE Parties believe that there will be opportunities associated with their investment in GPP, the GPRE Parties realize that there are also risks (including the risks and uncertainties relating to the prospects of GPP) and that such opportunities may never be fully realized. Further, following the Merger, there will be no trading market for the GPP Common Units.

The foregoing discussion of the information and factors considered by the GPRE Parties is not intended to be exhaustive, but includes material factors considered by the GPRE Parties. In view of the variety of factors considered in connection with its evaluation of the Proposed Transaction and the complexity of these matters, the GPRE Parties did not find it useful and did not attempt to quantify or assign any relative or specific weights to the various factors considered in their its determination. The GPRE Parties did not undertake to make any specific determination as to whether any factor, or any particular aspect of any factor, supported or did not support their ultimate determination. The GPRE Parties based their determination on the totality of the information presented. It should be noted that certain statements and other information presented in this section are forward-looking in nature and, therefore, should be read in the light of the factors discussed under the heading “Cautionary Statement Regarding Forward-Looking Statements.”

Approval of the Conflicts Committee and the GP Board and the Reasons for their Approvals

The Conflicts Committee consists of two independent directors of the GP Board: Clayton C. Killinger and Brett C. Riley. The GP Board authorized and empowered the Conflicts Committee to (i) to the extent the Conflicts Committee deemed advisable, consider, explore, review, analyze and evaluate the terms and conditions of, and to determine the advisability of, the Proposed Transaction and related agreements for and on behalf of GPP and the GPP Unaffiliated Unitholders; (ii) review, evaluate, solicit, structure, and, if deemed sufficiently favorable to the interests of GPP, negotiate, or delegate the ability to negotiate to any persons, the terms and conditions of the Proposed Transaction for and on behalf of GPP and the GPP Unaffiliated Unitholders (including, without limitation, the terms and provisions of any arrangements related to the Proposed Transaction involving officers or directors of the General Partner); (iii) determine whether the Proposed Transaction is in the best interests of GPP and the GPP Unaffiliated Unitholders; (iv) approve, or determine not to approve, the Proposed Transaction, any such approval of the Proposed Transaction to constitute Special Approval pursuant to Section 7.9(b) of the Partnership Agreement; and (v) recommend to the GP Board that the Proposed Transaction be approved or not approved, any such recommendation to approve the Proposed Transaction to constitute Special Approval pursuant to Section 7.9(b) of the Partnership Agreement, or determine not to make any recommendation regarding the Proposed Transaction to the GP Board.

At a meeting of the Conflicts Committee held on September 16, 2023, 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, 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.

At a meeting of the GP Board held on September 16, 2023, 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

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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 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.

In evaluating the Proposed Transaction and reaching its determination, approval and recommendation to the GP Board, the Conflicts Committee considered information supplied by GPP’s management, GPRE and its affiliates, consulted with its legal and financial advisors, and considered a number of factors. The Conflicts Committee also consulted with its legal counsel regarding its authority and duties.

The Conflicts Committee considered the following factors to be generally positive or favorable in making its determination and granting “Special Approval” of the Proposed Transaction and the related recommendation to the GP Board:

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As part of its deliberative process, the Conflicts Committee considered the following factors to be generally negative or unfavorable in making its determination and granting “Special Approval” of the Proposed Transaction and the related recommendation to the GP Board:

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The Conflicts Committee also considered the following factors relating to the procedural safeguards that the Conflicts Committee believed were and are present with respect to the fairness of the Proposed Transaction and to permit the Conflicts Committee to make its determination and grant “Special Approval” of the Proposed Transaction and the related recommendation to the GP Board, which factors the Conflicts Committee believes support its decision and provide assurance as to the procedural fairness of the Proposed Transaction to the GPP Unaffiliated Unitholders:

After taking into account all of the factors set forth above, as well as others, the Conflicts Committee concluded that the potential benefits of the Proposed Transaction outweighed any negative or unfavorable considerations and 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.

The foregoing discussion of the information and factors considered by the Conflicts Committee is not intended to be exhaustive, but includes material factors the Conflicts Committee considered. In view of the variety of factors considered in connection with its evaluation of the Proposed Transaction and the complexity of these matters, the Conflicts Committee did not find it useful and did not attempt to quantify or assign any relative or specific weights to the various factors considered in making its determination and granting its approval. In addition, each of the members of the Conflicts Committee may have given differing weights to different factors. The Conflicts Committee granted its approval based on the totality of information presented to, and the investigation conducted by, the Conflicts Committee. It should be noted that certain statements and other information presented in this section are forward-looking in nature and, therefore, should be read in the light of the factors discussed under the heading “Cautionary Statement Regarding Forward-Looking Statements.”

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The GP Board considered the following factors, the order of which does not necessarily reflect their relative significance, in making its determinations and approvals of the Merger Agreement and the transactions contemplated thereby:

The foregoing discussion of the information and factors considered by the GP Board is not intended to be exhaustive, but includes the factors believed by the GP Board to be material to its determinations and approvals. In view of the variety of factors considered in connection with its evaluation of the Merger and the complexity of these matters, the GP Board did not find it practicable to, and did not, quantify or otherwise attach relative weights to the foregoing factors in making its determinations and approvals. Individual members of the GP Board may have given different relative considerations to different factors. The GP Board made its determinations and approvals based upon the totality of the information presented to and considered by the GP Board in making its determinations and approvals. In making its determinations and approvals, the GP Board expressly adopted the analysis of the Conflicts Committee, which is discussed above, which in turn expressly adopted the analyses and opinion of Evercore, among other factors considered, in the course of reaching the Conflicts Committee’s decision to recommend that the GP Board approve the Transaction Documents and the transactions contemplated thereby, including the Merger.

In addition, under the rules governing “going private” transactions, including Rule 13e-3 under the Exchange Act, each of GPP and the General Partner is deemed to be engaged in a “going private” transaction with respect to the Merger and, therefore, is required to express its belief as to the fairness of the Merger to the GPP Unaffiliated Unitholders pursuant to Rule 13e-3 under the Exchange Act. The GP Board, on behalf of GPP and the General Partner, is making the following statements for the purposes of complying with the requirements of Rule 13e-3 and related rules under the Exchange Act. The GP Board, on behalf of GPP and the General Partner, on the basis of the factors described above, believes the Merger (which is the Rule 13e-3 transaction for which a Schedule 13E-3 will be filed with the SEC at the same time as this consent solicitation statement/prospectus) is both procedurally and substantively fair to the GPP Unaffiliated Unitholders (excluding officers and directors of GPRE, the General Partner and their respective affiliates).

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Other than its review and adoption of the analysis of the Conflicts Committee, the GP Board did not conduct a going-concern valuation of GPP in evaluating the Merger because of its belief that the financial analyses presented by Evercore to the GPP Conflicts Committee, as more fully summarized in the section below entitled “—Opinion of Evercore – Financial Advisor to the Conflicts Committee,” represented potential valuations of GPP as it continues to operate its business as a going concern. The GP Board did not find it practicable to, and did not, quantify or otherwise attach relative weights to the foregoing factors in reaching its position as to the fairness of the Merger. Rather, the GP Board, on behalf of GPP and the General Partner, made its fairness determination after considering all of the factors as a whole. The GP Board did not consider the net book value of GPP, which is an accounting concept, for purposes of making its recommendation, because, it believed net book value is indicative of neither GPP’s market value nor its value as a going concern, but rather is an indicator of historical costs. The GP Board did not consider the liquidation value of GPP because it considered GPP to be a viable, going concern and therefore did not consider liquidation value to be a relevant methodology. The GP Board was not aware of and did not consider any firm offers made to GPP by any unaffiliated persons during the past two years for (i) any merger or consolidation of GPP with or into another company, or vice versa, (ii) the sale or other transfer of all or any substantial part of GPP’s assets or (iii) a purchase of GPP’s securities that would enable to the holder to exercise control of GPP. As described in the section titled “Prior Stock Purchases,” GPRE has not purchased any GPP Common Units during the past two years, and therefore the GP Board was unable to and did not consider any purchase prices paid by GPRE for any GPP Common Units during the past two years.

Unaudited Financial Projections of GPRE and GPP

Neither GPRE nor GPP, as a matter of course, publicly disclose long-term projections. However, in connection with the evaluation of the proposed Merger, the management of GPRE has prepared the prospective financial information set forth below to present the financial data relating to GPRE and GPP. The accompanying prospective financial information was not prepared with a view toward public disclosure or with a view toward compliance with GAAP, published guidelines of the SEC or the guidelines established by the American Institute of Certified Public Accountants with respect to the preparation and presentation of prospective financial information, but, in the view of the GPRE’s management, was prepared on a reasonable basis, reflects the best currently available estimates and judgments, and presents, to the best of management’s knowledge and belief, the expected course of action and the expected future financial performance of GPRE. However, this information is not fact and should not be relied upon as being necessarily indicative of future results, and readers of this consent solicitation statement/prospectus are cautioned not to place undue reliance on the prospective financial information. The inclusion of this information in this consent solicitation statement/prospectus does not constitute an admission or representation by GPRE or GPP or any of their respective advisors or representatives or any other person that the information is material, particularly in light of the inherent risks and uncertainties associated with such forecasts. The inclusion of this information should not be regarded as an indication that the GPRE, GPP or any of their respective affiliates, officers, directors, advisors or other representatives, or any other person considered, or now considers, the financial projections to be necessarily predictive of actual future events or results of GPRE’s or GPP’s respective operations, or that such financial projections should be construed as financial guidance, and should not be relied upon as such.

Neither GPRE’s independent auditors, nor any other independent accountants, have compiled, examined, or performed any procedures with respect to the prospective financial information contained herein, nor have they expressed any opinion or any other form of assurance on such information or its achievability, and assume no responsibility for, and disclaim any association with, the prospective financial information.

In connection with the proposed Merger, in June 2023 GPRE management prepared forecasts relating to GPRE and GPP (without giving effect to the Merger) that included non-public historical and projected financial data relating to GPRE and GPP (the “June Forecasts”). The June Forecasts were provided to BofA Securities for its use and consideration in providing advice to the GPRE Board. The June Forecasts were also provided to Evercore for its use and consideration in its financial analysis in preparation of its opinion to the Conflicts

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Committee. In developing the financial projections, GPRE management made numerous material assumptions with respect to GPRE’s and GPP’s businesses for the periods covered by the June Forecasts, including:

Neither GPRE nor GPP can give assurance that, had the June Forecasts been prepared as of the date of this consent solicitation statement/prospectus, similar estimates and assumptions would be used. Except as required by applicable securities laws, GPRE and GPP do not intend to, and disclaim any obligation to, make publicly available any update or other revision to the June Forecasts to reflect circumstances existing since their preparation or to reflect the occurrence of unanticipated events, even in the event that any or all of the underlying assumptions are shown to be in error or to reflect changes in general economic or industry conditions. The June Forecasts do not take into account all the possible financial and other effects on GPP of the Merger, the effect on GPP of any business or strategic decision or action that has been or will be taken as a result of the Merger Agreement having been executed, or the effect of any business or strategic decisions or actions that would likely have been taken if the Merger Agreement had not been executed, but which were instead altered, accelerated, postponed or not taken in anticipation of the Merger. Further, the June Forecasts do not take into account the effect on GPP of any possible failure of the Merger to occur. None of GPRE, GPP nor their respective affiliates, officers, directors, advisors or other representatives has made, makes or is authorized in the future to make any representation to any GPP Unaffiliated Unitholder or other person regarding GPP’s ultimate performance compared to the information contained in the June Forecasts or to the effect that the future financial and operating performance set forth in the June Forecasts will be achieved.

Certain Unaudited Financial Projections of GPRE

The following table sets forth certain summarized unaudited prospective financial and operating information as of June 2023 with respect to GPRE for the fiscal years 2023 through 2027 on a standalone basis prepared by GPRE management as part of the June Forecasts (the “GPRE Financial Projections”). The information was based on financial and operating information developed by GPRE management. The GPRE Financial Projections do not take into account any circumstances or events occurring after the date they were prepared. Given that the uncertainties inherent in any forecasted information, GPP Unitholders and GPRE Shareholders are cautioned not to place undue reliance on such information.

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Certain Unaudited Financial Projections of GPP

The following table sets forth certain summarized unaudited prospective financial and operating information with respect to GPP for the fiscal years 2023 through 2030 on a standalone basis prepared by GPRE management as part of the June Forecasts (the “GPP Financial Projections”). The information was based on financial and operating information developed by GPRE management. The GPP Financial Projections do not take into account any circumstances or events occurring after the date they were prepared. Given that the uncertainties inherent in any forecasted information, GPP Unitholders and GPRE Shareholders are cautioned not to place undue reliance on such information.

Reconciliations of forward-looking non-GAAP financial measures to comparable GAAP measures are not available because certain information needed to make a reasonable forward-looking estimate of the most comparable GAAP measures is difficult to estimate or not available and dependent on future events which may be uncertain our outside of GPRE’s and GPP’s control. Accordingly, a reconciliation is not available without unreasonable effort.

NEITHER GPRE NOR GPP INTENDS TO UPDATE OR OTHERWISE REVISE THE ABOVE FORECASTS TO REFLECT CIRCUMSTANCES EXISTING OR INFORMATION AVAILABLE AFTER THE DATE WHEN MADE OR TO REFLECT THE OCCURRENCE OF FUTURE EVENTS, EVEN IF ANY OR ALL OF THE ASSUMPTIONS UNDERLYING SUCH FORECASTS ARE NO LONGER APPROPRIATE.

Primary Benefits and Detriments of the Merger

The primary benefits of the Merger to GPP Unaffiliated Unitholders, who will not have a continuing interest in GPP following the Merger, include the following:

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The primary detriments of the Merger to GPP Unaffiliated Unitholders, who will not have a continuing interest in GPP following the Merger, include the following:

The primary benefits of the Merger to GPP and GPRE include the following:

The primary detriments of the Merger to GPP and GPRE include the following:

Financial Advisor Discussion Materials Provided to GPRE

GPRE retained BofA Securities to act as its financial advisor in connection with evaluating the Merger. BofA Securities provided, at GPRE’s request, certain discussion materials to GPRE, dated April 27, 2023, September 5, 2023 and September 15, 2023, respectively (the “BofA Discussion Materials”).

The BofA Discussion Materials are included as exhibits to the Schedule 13E-3 relating to the Merger and are incorporated herein by reference in their entirety. The description of the BofA Discussion Materials set forth below is qualified in its entirety by reference to the full text of such materials. You are urged to read the BofA Discussion Materials carefully and in their entirety. The BofA Discussion Materials were provided for the information and benefit of GPRE in connection with its evaluation of the Merger. 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. The BofA Discussion Materials were provided for the use and benefit of GPRE in its consideration of the Merger and did not address the relative merits of the transactions contemplated by the Merger Agreement as compared to any alternative transaction or opportunity that might be available to GPRE or GPP, nor did they address the underlying business decision by GPRE or GPP to engage in the Merger or the terms of the Merger Agreement or the documents referred to therein. The BofA Discussion Materials were informational and were based on financial forecasts and other information and data available to BofA Securities as of the date such materials were prepared rather than as of the date of the execution of the Merger Agreement. Because BofA Securities was not requested to, and did not, deliver a fairness opinion in connection with the Merger, it did not follow and was not required to follow all of the procedures in preparing the BofA Discussion Materials that it would ordinarily follow in connection with

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delivering an opinion. The BofA Discussion Materials should not be construed as creating any fiduciary duty on BofA Securities’ part to GPRE or any other person and such materials are not intended to be, and do not constitute, a recommendation to GPRE or any other person in respect of the Merger, including as to how any holder of GPP Common Units should act or vote in respect of the Merger.

In preparing the BofA Discussion Materials, BofA Securities assumed and relied upon the accuracy and completeness of the financial and other information (including but not limited to with respect to the business, operations and prospects of GPP and GPRE furnished to BofA Securities by GPRE, including financial projections of GPP prepared by the management of the General Partner and financial projections of GPRE prepared by the management of GPRE) used by BofA Securities without any independent verification of such information (and had not assumed responsibility or liability for any independent verification of such information). BofA Securities also relied upon the assurances of the management of GPRE that they are not aware of any facts or circumstances that would make such information inaccurate or misleading. With respect to the financial forecasts relating to GPP and GPRE prepared and furnished to BofA Securities by GPRE, including financial projections of GPP prepared by the management of the General Partner and financial projections of GPRE prepared by the management of GPRE, upon the advice of GPRE, BofA Securities assumed that such projections were reasonably prepared on a basis reflecting the best currently available estimates and good faith judgments of management of the General Partner and the management of GPRE as to the future financial performance of GPP and GPRE, respectively, and that GPP and GPRE will perform substantially in accordance with such projections. BofA Securities assumed no responsibility for and expressed no view as to any such projections or estimates or the assumptions on which they were based. BofA Securities assumed no responsibility for updating or revising the BofA Discussion Materials on events or circumstances that may have occurred after each date thereof.

In connection with preparing the BofA Discussion Materials, BofA Securities reviewed (i) a comparison of the historical financial results and present financial condition of GPP and GPRE with those of other companies that BofA Securities deemed relevant, (ii) a comparison of the financial terms of the Merger with the financial terms of certain other transactions that BofA Securities deemed relevant, and (iii) published estimates of independent research analysts with respect to the future financial performance and price targets of GPRE and GPP. In addition, BofA Securities had discussions with the management of GPRE and the General Partner concerning their respective business operations, assets, liabilities, financial condition and prospects and undertook such other studies, analyses and investigations as BofA Securities deemed appropriate.

For purposes of its analysis and preparing the BofA Discussion Materials, BofA Securities assumed that the executed Merger Agreement would conform in all material respects to the last draft reviewed by BofA prior to the delivery of the BofA Discussion Materials. Additionally, BofA Securities assumed the accuracy of the representations and warranties contained in the Merger Agreement and all the agreements related thereto. BofA Securities further assumed, in all respects material to its analysis, that all governmental, regulatory or other consents, approvals or releases necessary for the consummation of the Merger will be obtained without any material delay, limitation, restriction or condition.

BofA Securities did not conduct a physical inspection of the properties or facilities of GPP or GPRE, and BofA Securities did not make, nor assume any responsibility for making, any independent valuation or appraisal of the assets or liabilities (including any contingent, derivative or other off-balance sheet assets and liabilities) of GPP or GPRE, nor was BofA Securities furnished with any such valuations or appraisals, nor did BofA Securities evaluate the solvency or fair value of GPP or GPRE under any state or federal laws relating to bankruptcy, insolvency or similar matters. The BofA Discussion Materials were necessarily based upon information made available to BofA Securities as of the date of such materials and financial, economic, market and other conditions as they existed and as could be evaluated on the date of such materials. It is understood that subsequent developments may affect the BofA Discussion Materials and that BofA Securities does not have any obligation to update, revise or reaffirm such materials.

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BofA Securities was not asked to pass upon and expressed no opinion with respect to any matter. BofA Securities did not express any view on, and the BofA Discussion Materials did not address, the fairness of the proposed transaction to, or any consideration (including the Merger Consideration) received in connection therewith by, the holders of any class of securities, creditors or other constituencies of GPP, nor as to the fairness of the amount or nature of any compensation to be paid or payable to any of the officers, directors or employees of GPP, or any class of such persons, whether relative to the Merger Consideration or otherwise. BofA Securities was not asked to pass upon, did not express any view on, and the BofA Discussion Materials did not address, any term or aspect of any other agreement or instrument contemplated by the Merger Agreement or entered into or amended in connection with the Merger Agreement.

BofA Securities did not address the relative merits of the Merger as compared to other business or financial strategies that might have been available to GPRE or GPP, nor did it address the underlying business decision of GPRE or GPP to engage in the Merger. BofA Securities was not authorized to solicit, and did not solicit, interest from any third party with respect to the acquisition of any or all of the GPP Common Units or any business combination or other extraordinary transaction involving GPRE or GPP. BofA Securities did not make, and the BofA Discussion Materials did not constitute, a recommendation to GPRE or to any other persons in respect of the Merger, including as to how any holder of GPP Common Units should vote or act in respect of the Merger. BofA Securities did not express any opinion as to the price at which the GPP Common Units would trade at any time. BofA Securities was not requested to, and did not, provide any tax advice or express any opinion as to any tax or other consequences that might result from the Merger, nor did BofA Securities address any legal, tax, regulatory or accounting matters, as to which BofA Securities understood GPRE had obtained such advice as it deemed necessary from other qualified professionals.

Summary of BofA Discussion Materials

The following description of the BofA Discussion Materials is qualified in its entirety by reference to the relevant BofA Discussion Materials included as exhibits to the Schedule 13E-3 related to the Merger, which is incorporated herein by reference. Such description does not purport to be complete, nor does it represent relative importance or weight given to those analyses by BofA Securities.

BofA Securities made a written presentation to GPRE dated April 27, 2023 that, among other things:

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BofA Securities made a written presentation to GPRE dated September 5, 2023 that, among other things:

BofA Securities made a written presentation to GPRE dated September 15, 2023 that, among other things:

Copies of the BofA Discussion Materials have been attached as exhibits to the Schedule 13E-3 related to the Merger.

General

BofA Securities is an internationally recognized investment banking firm and, as part of its investment banking activities, is regularly engaged in financial advisory services in connection with mergers and acquisitions, investments for passive and control purposes, negotiated underwritings, competitive bids, secondary distributions of listed and unlisted securities, private placements and valuations for estate, corporate and other purposes. GPRE selected BofA Securities because of its qualifications, reputation and experience in mergers and acquisitions generally, as well as substantial experience in transactions comparable to the Merger.

GPRE engaged BofA Securities to act as its financial advisor in connection with the Merger pursuant to an engagement letter dated as of April 26, 2023, by and between BofA Securities and GPRE. Accordingly, as compensation for BofA Securities’ services in connection with the Merger, GPRE will pay BofA Securities a fee of up to $4.0 million, $3.5 million of which will become payable upon completion of the Merger and up to

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$500,000 of which is a discretionary fee, payable upon completion of the Merger in an amount to be determined by GPRE in its sole discretion. In addition, GPRE has agreed to reimburse BofA Securities for its reasonable out-of-pocket expenses incurred in connection with the Merger and to indemnify BofA Securities for certain liabilities that may arise out of its engagement.

BofA Securities and its affiliates in the past have provided, currently are providing, and in the future may provide investment banking, commercial banking and other financial services to GPRE and certain of its affiliates (not including GPP) (its “Non-GPP Affiliates”) and have received or in the future may receive, compensation for the rendering of these services, including (i) having provided or providing certain treasury management services and products to GPRE and/or certain of its Non-GPP Affiliates and (ii) having acted or acting as lender under certain term loans, letters of credit and other facilities of GPRE and/or certain of its Non-GPP Affiliates. From September 1, 2021 to August 31, 2023, BofA Securities and its affiliates derived aggregate revenues from GPRE and certain of its Non-GPP Affiliates of approximately $4 million for investment and corporate banking services.

BofA Securities and its affiliates in the past have provided, currently are providing, and in the future may provide investment banking, commercial banking and other financial services to GPP and have received or in the future may receive, compensation for the rendering of these services, including having acted provided or providing certain treasury management services and products to GPP. From September 1, 2021 to August 31, 2023, BofA Securities and its affiliates derived aggregated revenues from GPP of less than $1 million for investment and corporate banking services.

Opinion of Evercore—Financial Advisor to the Conflicts Committee

The Conflicts Committee retained Evercore to act as financial advisor to the Conflicts Committee in connection with evaluating the proposed Merger. On September 16, 2023, at a meeting of the Conflicts Committee and at the request of the Conflicts Committee, Evercore rendered its oral opinion to the Conflicts Committee that, as of September 16, 2023, and based upon and subject to the factors, procedures, assumptions, qualifications and limitations set forth in its opinion, the Merger Consideration is fair, from a financial point of view, to the GPP Unaffiliated Unitholders. Evercore subsequently confirmed its oral opinion in a written opinion dated September 16, 2023.

The full text of the written opinion of Evercore, dated as of September 16, 2023, which sets forth, among other things, the procedures followed, assumptions made, matters considered and qualifications and limitations on the scope of review undertaken in rendering its opinion, is attached hereto as Annex C to this consent solicitation statement/prospectus. You are urged to read Evercore’s opinion carefully and in its entirety. Evercore’s opinion was addressed to, and provided for the information and benefit of, the Conflicts Committee in connection with its evaluation of the fairness of the Merger Consideration, from a financial point of view, to the GPP Unaffiliated Unitholders, and did not address any other aspects or implications of the Merger. Evercore’s opinion should not be construed as creating any fiduciary duty on Evercore’s part to any party and such opinion was not intended to be, and does not constitute, a recommendation to the Conflicts Committee or to any other persons in respect of the Merger, including as to how any holder of GPP Common Units should act or vote in respect of the Merger. The summary of the Evercore opinion set forth herein is qualified in its entirety by reference to the full text of the opinion included as Annex C to this consent solicitation statement/prospectus.

In connection with rendering its opinion and performing its related financial analysis, Evercore, among other things:

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For purposes of Evercore’s analysis and opinion, Evercore assumed and relied upon the accuracy and completeness of the financial and other information publicly available, and all of the information supplied or otherwise made available to, discussed with, or reviewed by Evercore, without any independent verification of such information (and Evercore assumed no responsibility or liability for any independent verification of such information), and further relied upon the assurances of management of GPP and GPRE that they were not aware of any facts or circumstances that would make such information inaccurate or misleading. With respect to the projected financial and operating data referred to above, Evercore assumed with the Conflicts Committee’s consent that such data had been reasonably prepared on bases reflecting the best currently available estimates and good faith judgments of management of GPP and GPRE as to the future financial performance of GPP and GPRE, respectively, under the assumptions reflected therein. Evercore expressed no view as to any projected financial or operating data or any judgments, estimates or assumptions on which they are based. At the direction of the Conflicts Committee, Evercore performed and reviewed certain sensitivity cases with respect to the projected financial and operating data and assumptions relating to GPP and GPRE. Evercore expressed no view as to any such sensitivity case or any judgements, estimates or assumptions on which they were based.

For purposes of Evercore’s analysis and opinion, Evercore assumed, in all respects material to its analysis, that the final executed Merger Agreement would not differ from the draft Merger Agreement reviewed by Evercore, that the representations and warranties of each party contained in the Merger Agreement are true and correct, that each party will perform all of the covenants and agreements required to be performed by it under the

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Merger Agreement and that all conditions to the consummation of the Merger will be satisfied without waiver or modification thereof. Evercore assumed that the Merger will be consummated as contemplated by the Merger Agreement. Evercore assumed that any modification to the structure of the Merger will not vary in any respect material to its analysis. Evercore further assumed, in all respects material to its analysis, that all governmental, regulatory or other consents, approvals or releases necessary for the consummation of the Merger will be obtained without any delay, limitation, restriction or condition that would have an adverse effect on GPP or GPRE or the consummation of the Merger or reduce the contemplated benefits of the Merger to the GPP Unaffiliated Unitholders.

Evercore did not conduct a physical inspection of the properties or facilities of GPP or GPRE and did not make or assume any responsibility for making any independent valuation or appraisal of the assets or liabilities (including any contingent, derivative or other off-balance sheet assets and liabilities) of GPP or GPRE, nor was Evercore furnished with any such valuations or appraisals, nor did Evercore evaluate the solvency or fair value of GPP or GPRE under any state or federal laws relating to bankruptcy, insolvency or similar matters. Evercore’s opinion was necessarily based upon information made available to it as of the date of its opinion and financial, economic, monetary, market, regulatory and other conditions and circumstances as they existed and could be evaluated on the date of its opinion. Subsequent developments may affect Evercore’s opinion and Evercore does not have any obligation to update, revise or reaffirm its opinion.

Evercore was not asked to pass upon, and expressed no opinion with respect to, any matter other than the fairness, from a financial point of view, of the Merger Consideration to the GPP Unaffiliated Unitholders. Evercore did not express any view on, and its opinion did not address, the fairness of the Merger to, or any consideration received in connection therewith by, the holders of any other securities, creditors or other constituencies of GPP or GPRE or any other party to the Merger Agreement or any affiliates thereof, nor as to the fairness of the amount or nature of any compensation to be paid or payable to any of the officers, directors or employees of GPP or GPRE or any other party to the Merger Agreement or any affiliates thereof, or any class of such persons, whether relative to the Merger Consideration or otherwise. Evercore was not asked to, nor did Evercore express any view on, and its opinion did not address, any other term or aspect of the Merger Agreement or the Merger, including, without limitation, the structure or form of the Merger, or any term or aspect of any other agreement or instrument contemplated by the Merger Agreement or entered into or amended in connection with the Merger Agreement. Evercore’s opinion did not address the relative merits of the Merger as compared to other business or financial strategies that might be available to GPP or GPRE, nor did it address the underlying business decision of GPP or GPRE to engage in the Merger. Evercore did not express any view on, and its opinion did not address, what the value of the GPRE Common Stock actually will be when issued or the prices at which the GPRE Common Stock will trade at any time, including following announcement or consummation of the Merger. In arriving at its opinion, Evercore was not authorized to solicit, and did not solicit, interest from any third party with respect to the acquisition of any or all of the GPP Common Units or any business combination or other extraordinary transaction involving GPP. Evercore’s opinion did not constitute a recommendation to the Conflicts Committee or to any other persons in respect of the Merger, including as to how any holder of GPP Common Units should vote or act in respect of the Merger. Evercore is not a legal, regulatory, accounting or tax expert and assumed the accuracy and completeness of assessments by GPP and its advisors with respect to legal, regulatory, accounting and tax matters.

Set forth below is a summary of the material financial analyses performed by Evercore and reviewed with the Conflicts Committee on September 16, 2023 in connection with rendering Evercore’s opinion to the Conflicts Committee. Each analysis was provided to the Conflicts Committee. The following summary, however, does not purport to be a complete description of the analyses performed by Evercore. In connection with arriving at its opinion, Evercore considered all of its analyses as a whole, and the order of the analyses described and the results of these analyses do not represent any relative importance or particular weight given to these analyses by Evercore. Except as otherwise noted, the following quantitative information, to the extent that it is based on market data, is based on market data that existed on September 15, 2023, and is not necessarily indicative of current market conditions.

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Throughout the “Analysis of GPP” and the “Analysis of GPRE” sections below, the term “EBITDA,” as used in connection with Evercore’s various financial analyses, means the relevant entity’s estimated earnings before interest, taxes, depreciation and amortization and, in the case of GPRE, refers to “Adjusted Valuation EBITDA” as described above under “—Unaudited Financial Projections of GPRE and GPP.”

The following summary of financial analyses includes information presented in tabular format. These tables must be read together with the text of each summary in order to fully understand the financial analyses performed by Evercore. The tables alone do not constitute a complete description of the financial analyses performed by Evercore. Considering the tables below without considering the full narrative description of the financial analyses, including the methodologies and assumptions underlying the analyses, could create a misleading or incomplete view of Evercore’s financial analyses.

Analysis of GPP

Assumptions with Respect to GPP

Evercore performed a series of financial analyses to derive indicative valuation ranges for the GPP Common Units. Financial data for GPP utilized in the financial analyses described below were based upon, among other things, the GPP Financial Projections. A summary of the GPP Financial Projections is available above under “—Unaudited Financial Projections of GPRE and GPP.” The GPP Financial Projections were not adjusted by Evercore.

Discounted Cash Flow Analysis

Evercore performed a discounted cash flow analysis of GPP by valuing the cash flows to be received by GPP based on the GPP Financial Projections during a seven-and-a-half-year period. Evercore calculated the per unit value range for the GPP Common Units by utilizing a range of discount rates based on GPP’s Weighted Average Cost of Capital (“WACC”), as estimated by Evercore based on a theoretical Capital Asset Pricing Model (“CAPM”) and terminal values based on a range of estimated EBITDA multiples and perpetuity growth rates.

For the GPP discounted cash flow analysis, Evercore assumed a range of discount rates of 9.5% to 10.5% based on GPP’s WACC and applied both a range of EBITDA multiples of 7.0x to 9.0x and a range of perpetuity growth rates of 0.5% to 1.5% to GPP’s terminal period EBITDA and cash flows, respectively, to derive a range of enterprise values. Evercore adjusted such enterprise values for debt and cash as of June 30, 2023 and divided the resulting equity values by the number of fully-diluted GPP Common Units outstanding as of June 30, 2023. The discounted cash flow analysis utilizing the EBITDA multiple terminal value methodology resulted in an implied equity value per GPP Common Unit range of $10.72 to $12.17. The discounted cash flow analysis utilizing the perpetuity growth rate methodology to calculate terminal value resulted in an implied equity value per GPP Common Unit range of $10.52 to $11.80.

Evercore also performed a discounted cash flow analysis of GPP by valuing the cash flows to be received by GPP based on the following sensitivities to GPP’s throughput and logistics rates per gallon and its distribution coverage ratio in the GPP Financial Projections for the periods after GPP’s minimum volume commitment from GPRE expires on June 30, 2029: (i) a sensitivity case assuming no decline in throughput rate or logistics rate and a 1.00x distribution coverage ratio (“GPP Sensitivity Case 1”), (ii) a sensitivity case assuming a 10% decline in throughput rate, 5% decline in logistics rate and a 1.00x distribution coverage ratio (“GPP Sensitivity Case 2”) and (iii) a sensitivity case assuming a 20% decline in throughput rate, a 10% decline in logistics rate and 1.30x distribution coverage ratio (“GPP Sensitivity Case 3” and, together with GPP Sensitivity Case 1 and GPP Sensitivity Case 2, the “GPP Sensitivity Cases”). Utilizing the same range of discount rates, range of EBITDA multiples and range of perpetuity growth rates as applied to the GPP Financial Projections above, the discounted cash flow analysis utilizing the EBITDA multiple terminal value methodology and the perpetuity growth rate

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methodology to calculated terminal value resulted in implied equity value per GPP Common Unit ranges of $12.93 to $15.51 for GPP Sensitivity Case 1, $12.19 to $14.49 for GPP Sensitivity Case 2 and $11.46 to $13.47 for GPP Sensitivity Case 3.

Discounted Distributions Analysis

Evercore performed a discounted distribution analysis by valuing the projected cash distributions to be paid by GPP based on the GPP Financial Projections during a seven-and-a-half-year period. Evercore discounted projected distributions using cost of equity discount rates of 11.0% to 12.0% based on CAPM as well as a terminal yield range of 12.0% to 15.0% based on GPP’s trailing 52-week yield range. The discounted distribution analysis resulted in an implied per GPP Common Unit value range of $9.37 to $10.34.

Evercore also performed a discounted distribution analysis by valuing the projected cash distributions to be paid by GPP based on the GPP Sensitivity Cases utilizing the same cost of equity discount rate and terminal yield range as applied to the GPP Financial Projections above. The discounted distribution analysis based on the GPP Sensitivity Cases resulted in implied per GPP Common Unit value ranges of $12.33 to $14.12 for GPP Sensitivity Case 1, $11.62 to $13.21 for GPP Sensitivity Case 2 and $8.96 to $10.14 for GPP Sensitivity Case 3.

Peer Group Trading Analysis

Evercore performed a peer group trading analysis of GPP utilizing the GPP Financial Projections by reviewing and comparing the market values and trading multiples of the following five publicly-traded entities that Evercore deemed to have certain characteristics that are similar to those of GPP, including entities with terminaling assets:

Terminals and Pipelines / Real Estate:

Terminals Only:

Non-MLP Terminal Companies:

Although the peer group was compared to GPP for purposes of this analysis, no peer group entity used in the analysis is identical or directly comparable to GPP. In order to calculate peer group trading multiples, Evercore relied on publicly-available filings with the SEC, the European Securities and Markets Authority and equity research analyst estimates.

For the peer group entities, Evercore calculated the following trading multiples:

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The mean and median Enterprise Value to EBITDA trading multiples of the peer group entities are set forth below.

The table below includes relevant multiple ranges selected by Evercore based on the resulting ranges of Enterprise Value to EBITDA multiples and certain other considerations related to the specific characteristics of GPP noted by Evercore:

After adjusting for debt and cash as of June 30, 2023, and dividing by the number of fully-diluted GPP Common Units outstanding as of June 30, 2023, Evercore determined an implied equity value per GPP Common Unit range of $12.88 to $17.06 based on 2023E EBITDA and $11.79 to $15.95 based on 2024E EBITDA.

Precedent M&A Transaction Analysis

Evercore also performed a precedent M&A transaction analysis of the GPP Common Units utilizing the GPP Financial Projections by reviewing and comparing precedent M&A transactions that Evercore deemed to have similar characteristics to those of the Merger.

Evercore reviewed transactions involving crude oil and refined products terminals announced since June 2018 and selected 16 transactions, although Evercore noted that none of the selected transactions were directly comparable to the Merger and none of the entities that participated in the selected transactions were directly comparable to GPP:

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Evercore noted that the mean and median of the implied Enterprise Value to EBITDA multiples for the selected crude oil and refined products terminaling transactions were 9.4x and 9.3x, respectively.

Based on Evercore’s review of the above precedent transactions, Evercore selected a range of relevant implied multiples of Enterprise Value to EBITDA of 8.0x to 10.0x. Evercore then applied these ranges of selected multiples to GPP’s 2023E EBITDA and adjusted for debt and cash as of June 30, 2023, and then divided the result by the number of fully-diluted GPP Common Units outstanding as of June 30, 2023 which resulted in an implied equity value per GPP Common Unit range of $14.97 to $19.15.

Premiums Paid Analysis

As a reference analysis, Evercore also reviewed selected publicly-available information regarding historical premiums paid in merger and buy-in transactions involving MLPs, including the stock-for-unit and cash and stock-for-unit transactions listed below. Such information was not considered as part of Evercore’s financial analysis with respect to its opinion, but was noted for informational purposes. Evercore considered that historically, MLP merger and buy-in premiums have varied widely based on specific considerations with respect to each transaction, with a range of -3.4% to 56.4% premium to one-day trailing price for all selected transactions, -3.4% to 28.1% for stock-for-unit and cash and stock-for-unit transactions and a median premium to one-day trailing prices of 9.3% for such stock-for-unit and cash and stock-for-unit transactions. Evercore noted that none of the selected transactions nor the selected partnerships that participated in the selected transactions were directly comparable to the Merger or GPP, respectively.

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The median and mean premiums are set forth below:

Evercore applied relevant merger and buy-in premiums of 5.0% to 15.0% to the GPP Common Unit price and 0.0% to 15.0% to the 20-Day VWAP and 60-Day VWAP as of May 3, 2023 to determine an implied equity value per unit of $12.91 to $15.10.

Analysis of GPRE

Assumptions with Respect to GPRE

Evercore performed a series of analyses to derive indicative valuation ranges for the shares of GPRE Common Stock. Evercore performed its analyses utilizing the GPRE Financial Projections. A summary of the GPRE Financial Projections is available above under “—Unaudited Financial Projections of GPRE and GPP.” The GPRE Financial Projections were not adjusted by Evercore. Throughout the “Analysis of GPRE” section below, net debt and the number of fully-diluted shares of GPRE Common Stock assumes the redemption of GPRE’s $230 million 2.25% Convertible Notes due March 2027 if the median implied value per share of GPRE Common Stock was above $31.6250, and the number of fully-diluted shares of GPRE Common Stock assumes the exercise of Ospraie and BlackRock warrants if the median implied value per share of GPRE Common Stock was above $22.00, utilizing the treasury stock method at the median implied value per share of GPRE Common Stock for warrant redemptions.

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Discounted Cash Flow Analysis

Evercore performed a discounted cash flow analysis of GPRE by valuing the cash flows to be received by GPRE based on the GPRE Financial Projections during a four-and-a-half year period. Evercore calculated the per share value range for the shares of GPRE Common Stock by utilizing a range of discount rates based on GPRE’s WACC, as estimated by Evercore based on CAPM and terminal values based on a range of estimated EBITDA multiples and perpetuity growth rates.

Evercore assumed a range of discount rates of 10.5% to 11.5% based on GPRE’s WACC and applied both a range of EBITDA multiples of 6.5x to 7.5x and a range of perpetuity growth rates of 0.5% to 1.5% to GPRE’s terminal period EBITDA and cash flows, respectively, to derive a range of enterprise values. Evercore adjusted such enterprise values for projected debt, noncontrolling interest and cash as of June 30, 2023 and divided the resulting equity values by the number of projected fully-diluted shares of GPRE Common Stock outstanding as of June 30, 2023. The discounted cash flow analysis utilizing the EBITDA multiple terminal value methodology resulted in an implied equity value range per share of GPRE Common Stock of $36.93 to $43.21 based on the GPRE Financial Projections. The discounted cash flow analysis utilizing the perpetuity growth rate methodology to calculate terminal value resulted in an implied equity value range per share of GPRE Common Stock of $38.23 to $47.25 based on the GPRE Financial Projections.

Evercore also performed a discounted cash flow analysis of GPRE by valuing the cash flows to be received based on the following sensitivities to assumptions utilized in the GPRE Financial Projections: (i) corn oil projections held flat at $0.70 per pound beginning in 2024, (ii) ultra-high protein price projections held flat at $550 per ton beginning in 2024, (iii) a 20% increase in projected ultra-high protein capital expenditures and (iv) a 12-month delay in clean sugar technology project completions at GPRE’s Shenandoah and other potential plants (the “GPRE Sensitivity Case”). Utilizing the same WACC, range of EBITDA multiples and range of perpetuity growth rates as applied to the GPRE Financial Projections, the discounted cash flow analysis based on the GPRE Sensitivity Case resulted in an implied equity value range per share of GPRE Common Stock of $24.52 to $29.50 utilizing the EBITDA multiple terminal value methodology and $24.72 to $31.69 utilizing the perpetuity growth rate methodology.

Peer Group Trading Analysis

Evercore performed a peer group trading analysis of GPRE by reviewing and comparing the market values and trading multiples of the following eight publicly-traded companies that Evercore deemed to have certain characteristics that are similar to those of GPRE:

Clean Fuels:

Agriculture and Ingredients:

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Although the companies were utilized to value the GPRE Common Stock for purposes of this analysis, no company used in the Peer Group Trading Analysis is identical or directly comparable to GPRE. These entities were selected because they were deemed to be similar to GPRE in one or more respects, including the nature of their business, size, diversification and financial performance. No specific numeric or other similar criteria were used to select the peer group and all criteria were evaluated in their entirety without application of definitive qualifications or limitations to individual criteria. In order to calculate peer group trading multiples, Evercore relied on publicly-available filings with the SEC and equity research analyst estimates.

For the peer group corporations, Evercore calculated the following trading multiples:

The mean and median Enterprise Value to EBITDA trading multiples of the peer group corporations are set forth below.

The table below includes relevant multiple ranges selected by Evercore based on the resulting ranges of Enterprise Value to EBITDA multiples and certain other considerations related to the specific characteristics of GPRE noted by Evercore.

After adjusting for projected, debt and cash as of June 30, 2023, and dividing by the number of projected fully-diluted shares of GPRE Common Stock outstanding as of June 30, 2023, Evercore determined an implied equity value range per share of GPRE Common Stock of $15.17 to $18.49 based on 2024E EBITDA and $23.30 to $30.71 based on 2025E EBITDA from the GPRE Financial Projections.

Sum-of-the-Parts Precedent M&A Transaction Analysis

Evercore also performed a series of precedent M&A transaction analyses to derive an indicative valuation range for the shares of GPRE Common Stock based on a sum-of-the-parts approach aggregating the enterprise values of the distinct businesses segments of GPRE.

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Evercore reviewed transactions involving ethanol production facilities announced since April 2014 and selected 15 transactions, although Evercore noted that none of the entities that participated in the selected transactions were directly comparable to GPRE and none of the selected transactions were directly comparable to the Merger:

Evercore noted that the mean and median of the implied Enterprise Value to EBITDA multiples for the selected precedent transactions were equal to 9.4x and 9.4x, respectively.

Based on Evercore’s review of the above precedent transactions, Evercore selected a range of relevant implied multiples of Enterprise Value to 2024E EBITDA and Enterprise Value to 2025E EBITDA of 5.0x to 8.0x. Evercore then applied these ranges of selected multiples to 2024E and 2025E EBITDA for GPRE’s Fuel Ethanol and Corn Oil segments.

Evercore also reviewed transactions involving animal feed businesses announced since October 2017 and selected 5 transactions, although Evercore noted that none of the entities that participated in the selected transactions were directly comparable to GPRE and none of the selected transactions were directly comparable to the Merger:

Evercore noted that the mean and median of the implied Enterprise Value to EBITDA multiples for the selected animal feed transactions were equal to 11.1x and 10.0x, respectively.

Based on Evercore’s review of the above precedent transactions, Evercore selected a range of relevant implied multiples of Enterprise Value to 2024E EBITDA of 8.0x to 12.0x and Enterprise Value to 2025E EBITDA of 8.0x to 10.0x. Evercore then applied these ranges of selected multiples to 2024E and 2025E EBITDA for GPRE’s Ultra-high Protein and Clean Sugar segments.

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Evercore aggregated the implied enterprise value ranges of each of GPRE’s business segments as of December 31, 2024 and December 31, 2025 and discounted such combined enterprise value at the mid-point of GPRE’s WACC of 11.0% to derive a range of enterprise values. Evercore adjusted such enterprise values for debt and cash as of June 30, 2023, and then divided the result by the number of fully-diluted shares of GPRE Common Stock outstanding as of June 30, 2023, resulting in an implied equity value range per share of GPRE Common Stock of $15.82 to $30.11 using 2024E EBITDA and $21.79 to $35.65 using 2025E EBITDA.

Merger Consideration Summary

Evercore analyzed the implied value of the GPP Common Units resulting from the various valuation methodologies utilized to value the GPP Common Units based on the GPP Financial Projections and the implied value of the Merger Consideration based on the value of the shares of GPRE Common Stock utilizing the GPRE Financial Projections. These valuation methodologies included the Discounted Cash Flow Analyses, the Discounted Distributions Analysis for GPP, the Peer Group Trading Analyses, and the Precedent Transaction Analyses.

Evercore also analyzed the implied value of the GPP Common Units resulting from the Discounted Cash Flow Analysis and Discounted Distribution Analysis based on the GPP Sensitivity Cases and the implied value of the Merger Consideration based on the value of the shares of GPRE Common Stock utilizing the Discounted Cash Flow Analysis based on the GPRE Sensitivity Case.

For each analysis, Evercore compared the resulting range of implied values of the Merger Consideration to the corresponding range of implied values of the GPP Common Units and noted that, in each case, the range of implied values of the Merger Consideration was within or above the range of implied values of the GPP Common Units.

Other Presentations by Evercore

In addition to the presentation made to the Conflicts Committee on September 16, 2023, the date on which Evercore rendered its opinion, as described above, Evercore also delivered preliminary presentation materials to the Conflicts Committee on or around June 30, 2023, July 2, 2023, July 7, 2023, July 25, 2023, July 31, 2023, August 1, 2023, August 3, 2023, August 8, 2023 and September 8, 2023 (the “Preliminary Presentation Materials”). Each of the analyses performed in the Preliminary Presentation Materials was subject to further updating and subject to the final analyses presented to the Conflicts Committee on September 16, 2023 by Evercore. Each of these analyses was necessarily based on financial, economic, monetary, market, regulatory and other conditions and circumstances as they existed and as could be evaluated by Evercore as of the dates on which Evercore performed such analyses. Accordingly, the results of the financial analyses may have differed due to changes in those conditions and other information.

The materials dated June 30, 2023 and filed as Exhibit (c)(5) to the Schedule 13E-3 filed with the SEC in connection with the Merger included (i) an overview of the proposed transaction and related economics, (ii) an overview of the ethanol storage, ethanol production and food ingredients markets, (iii) a review of GPP’s structure and historical and forecasted performance, (iv) a preliminary valuation of the GPP Common Units, (v) a review of GPRE’s structure and historical and forecasted performance, (vi) a preliminary valuation of the shares of GPRE Common Stock and (vii) an analysis of the proposed exchange ratio.

The materials dated July 2, 2023 and filed as Exhibit (c)(6) to the Schedule 13E-3 filed with the SEC in connection with the Merger summarized the proposed 0.3913x exchange ratio relative to various prices.

The materials dated July 7, 2023 and filed as Exhibit (c)(7) to the Schedule 13E-3 filed with the SEC in connection with the Merger summarized the proposed 0.3913x exchange ratio relative to various prices.

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The materials dated July 25, 2023 and filed as Exhibit (c)(8) to the Schedule 13E-3 filed with the SEC in connection with the Merger summarized the proposed 0.4030x exchange ratio relative to various prices.

The materials dated July 31, 2023 and filed as Exhibit (c)(9) to the Schedule 13E-3 filed with the SEC in connection with the Merger summarized the proposed 0.4030x exchange ratio relative to various prices.

The materials dated August 1, 2023 and filed as Exhibit (c)(10) to the Schedule 13E-3 filed with the SEC in connection with the Merger summarized the proposed 0.4030x exchange ratio relative to various prices.

The materials dated August 3, 2023 and filed as Exhibit (c)(11) to the Schedule 13E-3 filed with the SEC in connection with the Merger summarized the proposed 0.4304x exchange ratio relative to various prices.

The materials dated August 8, 2023 and filed as Exhibit (c)(12) to the Schedule 13E-3 filed with the SEC in connection with the Merger included an updated (i) overview of the proposed transaction and related economics, (ii) overview of the ethanol storage, ethanol production and food ingredients markets, (iii) review of GPP’s structure and historical and forecasted performance, (iv) preliminary valuation of the GPP Common Units, (v) review of GPRE’s structure and historical and forecasted performance, (vi) preliminary valuation of the shares of GPRE Common Stock and (vii) analysis of the proposed 0.4304x exchange ratio.

The materials dated September 8, 2023 and filed as Exhibit (c)(13) to the Schedule 13E-3 filed with the SEC in connection with the Merger included an updated (i) overview of the proposed transaction and related economics, (ii) overview of the ethanol storage, ethanol production and food ingredients markets, (iii) review of GPP’s structure and historical and forecasted performance, (iv) preliminary valuation of the GPP Common Units, (v) review of GPRE’s structure and historical and forecasted performance, (vi) preliminary valuation of the shares of GPRE Common Stock and (vii) analysis of the proposed Merger Consideration.

General

The foregoing summary of certain material financial analyses does not purport to be a complete description of the analyses or data presented by Evercore. In connection with the review of the Merger, Evercore performed a variety of financial and comparative analyses for purposes of rendering its opinion to the Conflicts Committee. The preparation of a fairness opinion is a complex process and is not necessarily susceptible to partial analysis or summary description. Selecting portions of the analyses or of the summary described above, without considering the analyses as a whole, could create an incomplete view of the processes underlying Evercore’s opinion. In arriving at its fairness determination, Evercore considered the results of all the analyses and did not draw, in isolation, conclusions from or with regard to any one analysis or factor considered by it for purposes of its opinion. Rather, Evercore made its determination as to fairness on the basis of its experience and professional judgment after considering the results of all the analyses. In addition, Evercore may have given various analyses and factors more or less weight than other analyses and factors, and may have deemed various assumptions more or less probable than other assumptions. As a result, the ranges of valuations resulting from any particular analysis or combination of analyses described above should not be taken to be the view of Evercore with respect to the Merger Consideration. No company or partnership used in the above analyses as a comparison is directly comparable to GPP or GPRE, and no precedent transaction used is directly comparable to the Merger. Furthermore, Evercore’s analyses involve complex considerations and judgments concerning financial and operating characteristics and other factors that could affect the acquisition, public trading or other values of the corporations or partnerships used, including judgments and assumptions with regard to industry performance, general business, economic, market and financial conditions and other matters, many of which are beyond the control of GPP, GPRE and their respective advisors.

Evercore prepared these analyses for the information and benefit of the Conflicts Committee and for the purpose of providing an opinion to the Conflicts Committee as to whether the Merger Consideration is fair, from a financial point of view, to the GPP Unaffiliated Unitholders. These analyses do not purport to be appraisals or

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to necessarily reflect the prices at which the business or securities actually may be sold. Any estimates contained in these analyses are not necessarily indicative of actual future results, which may be significantly more or less favorable than those suggested by such estimates. Accordingly, estimates used in, and the results derived from, Evercore’s analyses are inherently subject to substantial uncertainty, and Evercore assumes no responsibility if future results are materially different from those forecasted in such estimates. The issuance of the opinion was approved by an opinion committee of Evercore.

Except as described above, the Conflicts Committee imposed no other instruction or limitation on Evercore with respect to the investigations made or the procedures followed by Evercore in rendering its opinion. The terms and conditions of the Transaction Documents and the related terms and conditions of the transaction were determined through negotiations between the Conflicts Committee and GPRE. Evercore did not recommend any specific consideration to the Conflicts Committee or recommend that any specific consideration constituted the only appropriate consideration in the Merger. Evercore’s opinion was only one of many factors considered by the Conflicts Committee in its evaluation of the Merger and should not be viewed as determinative of the views of the Conflicts Committee with respect to the Merger or the Merger Consideration.

Under the terms of Evercore’s engagement letter with GPP and the Conflicts Committee, GPP agreed to pay Evercore a fee of $1,000,000 upon rendering its opinion and a closing fee of $1,250,000 upon closing of the Merger. Evercore also received a retainer fee of $500,000 upon execution of its engagement letter with GPP and the Conflicts Committee. In addition, GPP has agreed to reimburse Evercore for certain reasonable out-of-pocket expenses (including legal fees, expenses and disbursements) incurred in connection with its engagement and to indemnify Evercore and any of its members, partners, officers, directors, advisors, representatives, employees, agents, affiliates or controlling persons, if any, against certain liabilities and expenses arising out of its engagement, or to contribute to payments which any of such persons might be required to make with respect to such liabilities. Evercore’s engagement letter with GPP and the Conflicts Committee includes a consent to reproduce Evercore’s opinion in full, together with a summary of such opinion and the related analysis, in certain SEC filings related to the Merger, including this consent solicitation statement/prospectus.

During the two-year period prior to the date hereof, Evercore and its affiliates have not been engaged to provide financial advisory or other services to GPP or GPRE or their affiliates and Evercore has not received any compensation from GPP or GPRE or their affiliates during such period. Evercore and its affiliates may provide financial advisory or other services to GPP and GPRE or their affiliates in the future, and in connection with any such services Evercore may receive compensation.

Evercore and its affiliates engage in a wide range of activities for its and their own accounts and the accounts of customers, including corporate finance, mergers and acquisitions, equity sales, trading and research, private equity, placement agent, asset management and related activities. In connection with these businesses or otherwise, Evercore and its affiliates and/or its or their respective employees, as well as investment funds in which any of them may have a financial interest, may at any time, directly or indirectly, hold long or short positions and may trade or otherwise effect transactions for their own accounts or the accounts of customers, in debt or equity securities, senior loans and/or derivative products or other financial instruments of or relating to GPP, GPRE, and/or any of their respective affiliates or persons that are competitors, customers or suppliers of GPP or GPRE and/or any of their respective affiliates.

Interests of Certain Persons in the Merger

GPP Limited Partners should be aware that GPP is controlled by GPRE through GPRE’s 100% ownership of the General Partner. The General Partner owns all of the outstanding general partner interests in GPP. As a result, GPRE appoints the members of the GP Board and thereby could be seen as controlling all of GPP’s decisions, other than those involving certain conflicts of interest with GPRE or that require an affirmative vote of

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the GPP Limited Partners pursuant to the Partnership Agreement. In addition, as of October 12, 2023, GPRE beneficially owned 11,586,548 GPP Common Units, representing approximately 49.8% of the outstanding GPP Common Units.

Common Directors and Executive Officers

Certain persons associated with GPRE have a relationship with GPP and the GP Board.

Directors and Executive Officers of GPRE After the Merger

The directors and executive officers of GPRE prior to the Merger are expected to continue as directors and executive officers of GPRE after the Merger.

Security Ownership of Directors and Executive Officers

The table below sets forth, as of October 12, 2023, the beneficial ownership of GPRE Common Stock and GPP Common Units held by: (i) any person known by GPRE and GPP to be the beneficial owner of more than 5% of the outstanding shares of GPRE Common Stock or GPP Common Units; (ii) the directors and Named Executive Officers of the General Partner, individually and as a group; and (iii) the directors and Named Executive Officers of GPRE, individually and as a group.

The amounts and percentage of units or shares beneficially owned are reported on the basis of regulations of the SEC governing the determination of beneficial ownership of securities. Under the rules of the SEC, a person is deemed to be a “beneficial owner” of a security if that person has or shares “voting power,” which includes the power to vote or to direct the voting of such security, or “investment power,” which includes the power to dispose of or to direct the disposition of such security. A person is also deemed to be a beneficial owner of any securities of which that person has a right to acquire beneficial ownership within 60 days. Under these rules, more than one person may be deemed a beneficial owner of the same securities and a person may be deemed a beneficial owner of securities as to which he or she has no economic interest. Except as indicated by footnote, the persons named in the tables below have sole voting and investment power with respect to all shares of GPRE Common Stock and GPP Common Units shown as beneficially owned by them, subject to community property

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laws where applicable. Unless indicated otherwise by footnote, the address of each person or entity named in the table is 1811 Aksarben Drive, Omaha, Nebraska 68106.