UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported)

April 25, 2017

Green Plains Inc.

(Exact name of registrant as specified in its charter)

1811 Aksarben Drive

Omaha, Nebraska

(Address of principal executive offices)

68106

(Zip code)

(402) 884-8700

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2). Emerging growth company  ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐

Asset Purchase Agreement

On April 26, 2017, Green Plains Inc. announced that its subsidiary, Green Plains Cattle Company LLC (“GP Cattle”), has entered into an asset purchase agreement to acquire two cattle-feeding operations from Cargill Cattle Feeders, LLC for $36.7 million, plus certain working capital adjustments. The transaction includes the feed yards located in Leoti, Kansas and Yuma, Colorado and will add combined feedlot capacity of 155,000 head of cattle to the company’s operations.

The Leoti and Yuma feeding operations consist of approximately 1,900 acres of land, supporting infrastructure and feed storage assets, and are strategically located near major meat packers. The transaction is anticipated to be completed in the next 30 days subject to customary closing conditions and regulatory approvals. The transaction will be financed using cash on hand.

As part of the transaction, GP Cattle also will enter into a long-term cattle supply agreement with Cargill Meat Solutions Corporation. Under the cattle supply agreement, all cattle placed in the Leoti, Yuma and GP Cattle’s existing Kismet, Kansas feedlots will be sold exclusively to Cargill Meat Solutions under an agreed upon production and pricing arrangement.

The foregoing description of the Purchase Agreement is not complete and is qualified in its entirety by reference to the full text of the Purchase Agreement, which is filed as Exhibit 2.1 to this Current Report on Form 8-K, and is incorporated into this Item 1.01 by reference.

On April 26, 2017, Green Plains issued a press release announcing the acquisition of the feedlots. The press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

(d) Exhibits

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.