sdsp-20251231

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2025

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR

15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

COMMISSION FILE NO. 000-50253


South Dakota Soybean Processors, LLC
(Exact name of registrant as specified in its charter)


South Dakota						46-0462968
(State or Other Jurisdiction of Incorporation or Organization)						(I.R.S. Employer Identification No.)

100 Caspian Avenue; PO Box 500 Volga, South Dakota						57071
(Address of Principal Executive Offices						(Zip Code)


(605) 627-9240
(Registrant's telephone number, including area code)

SECURITIES REGISTERED PURSUANT TO SECTION 12 (b) OF THE ACT: NONE

SECURITIES REGISTERED PURSUANT TO SECTION 12 (g) OF THE ACT:

CLASS A CAPITAL UNITS

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

¨ Yes x No

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.

¨ Yes x No

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. x Yes ¨ No

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

x Yes ¨ No

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) is not contained in this form, and no disclosure will be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.

x Yes ¨ No

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

¨ Large Accelerated Filer

¨ Accelerated Filer

x Non-Accelerated Filer

☐ Smaller Reporting Company

☐ Emerging Growth Company

(do not check if a smaller reporting company)

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ¨

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ¨

Indicate by check mark whether any of these error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ¨

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).

¨ Yes ☒ No

The aggregate market value of the registrant’s Class A units held by non-affiliates at June 30, 2025 was approximately $205,489,165 computed by reference to the most recent public offering price on Form S-1. The registrant's Class A units are not listed on an exchange or otherwise publicly traded. Additionally, the Class A units are subject to significant restrictions on transfer under the registrant's operating agreement.

As of the day of this filing, there were 30,411,500 Class A capital units of the registrant outstanding.

DOCUMENTS INCORPORATED BY REFERENCE

Part III of Form 10-K - Portions of the Definitive Proxy Statement to be filed with the Securities Exchange Commission within 120 days after the close of the registrant's fiscal year (December 31, 2025).

Table of Contents


		Page
PART I.
Item 1.	Business	4
Item 1A.	Risk Factors	8
Item 1B.	Unresolved Staff Comments	13
Item 1C.	Cybersecurity	13
Item 2.	Properties	14
Item 3.	Legal Proceedings	14
Item 4.	Mine Safety Disclosures	14

PART II.
Item 5.	Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	14
Item 6.	Reserved	16
Item 7.	Management's Discussion and Analysis of Financial Condition and Results of Operations	16
Item 7A.	Quantitative and Qualitative Disclosure about Market Risk	23
Item 8.	Financial Statements and Supplementary Data	23
Item 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	23
Item 9A.	Controls and Procedures	23
Item 9B.	Other Information	24

PART III.		24

PART IV.		25
Item 15.	Exhibits, Financial Statement Schedules	25
I tem 16	F orm 10-K Su mmary	27
SIGNATURES		26

CAUTIONARY STATEMENT REGARDING

FORWARD-LOOKING INFORMATION

The Private Securities Litigation Reform Act of 1995 provides a "safe harbor" for forward-looking statements to encourage companies to provide prospective information to investors. This Annual Report on Form 10-K includes forward-looking statements that reflect our current expectations and projections about our future results, performance, prospects and opportunities. Forward-looking statements include all statements that are not historical in nature. We have tried to identify these forward-looking statements by using words including "may," "will," "should," "could," "expect," "anticipate," "believe," "plan," "intend," "estimate," "continue" and similar expressions. These forward looking statements are subject to a number of risks, uncertainties, assumptions and other factors that could cause our actual results, performance, prospects or opportunities to differ materially from those expressed in, or implied by, these forward looking statements. These factors include the risks, uncertainties, trends and other factors discussed under the headings "Item 1A. Risk Factors," as well as "Item 1. Business," "Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations," and elsewhere in this Annual Report on Form 10-K, including:

•The effect of weather conditions and the impact of crop and animal disease;

•General economic conditions impacting the availability and price of soybeans and natural gas;

•General economic conditions, including any future economic downturn, the impact of inflation or tariffs, disruptions in financial credit and other disruptions resulting from geopolitical events such as the Russian invasion of Ukraine, the conflict in the Middle East, and trade tensions between the U.S. and China;

•The impact of global and regional economic, agricultural, financial and commodities market, political, social and health conditions;

•Fluctuations in U.S. oil consumption and petroleum prices;

•Changes in perception of food quality and safety;

•Damage to or loss of our facilities due to casualty, weather, mechanical failure or any extended or extraordinary maintenance or inspection that may be required;

•Changes in business strategy, capital improvements or development plans;

•Changes in the availability of credit and interest rates;

•Future levels of indebtedness and capital spending, particularly on new projects;

•The availability of additional capital to support capital improvements, development and projects; and

•Other factors discussed under the item below entitled “Risk Factors.”

In light of these risks, uncertainties and assumptions, you should not place undue reliance on any forward-looking statements contained in this Annual Report on Form 10-K. Additional risks that we may currently deem immaterial or that are not presently known to us could also cause the forward-looking events discussed in this Annual Report on Form 10-K not to occur. Except as otherwise required by federal securities law, we undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events, changed circumstances or any other reason after the date of this Annual Report on Form 10-K.

PART I

Item 1. Business.

Overview

South Dakota Soybean Processors, LLC (“we,” “us,” “our” or the “Company”) is the owner and operator of three processing facilities and two oil refineries in the state of South Dakota. Our principal place of business is in Volga, South Dakota, where we operate a soybean processing plant and refinery and maintain administrative offices. We also own and operate a small oilseed processing plant near Miller, South Dakota. In addition, we own a controlling interest in and manage High Plains Processing, LLC, a large oilseed processing plant and refinery located two miles south of Mitchell, South Dakota. Construction of the Mitchell facility was completed and start-up operations commenced in October 2025, the addition of which will nearly double our total production capacity.

We are owned by approximately 2,240 members, many of whom are agricultural producers residing in South Dakota and neighboring states. Our members deliver and sell soybeans to our facilities for processing and production of our end products. All our assets and operations are domiciled in South Dakota, where all of our products are produced.

Our core business consists of processing locally grown soybeans into two main products, soybean meal and hulls, as well as soybean oil and related oil byproducts. We market and sell soybean meal and hulls primarily to resellers, feed mills, and livestock producers as livestock feed. We market and sell multiple grades of soybean oil, in either crude or refined formats, to food, biodiesel and chemical industries. Under certain market conditions, we may register and deliver warehouse receipts for crude oil under specific terms and conditions of a Chicago Board of Trade (CBOT) soybean oil futures contract. We also market and sell contracting services for the construction and management of oilseed processing facilities.

We strive to maintain a competitive position in the marketplace by producing high quality products, operating highly efficient operations, and adding value to our core products to capture larger margins. We continue to research ways to improve overall efficiency by analyzing new methods of vertical integration, adding value to our products through additional processing investment, and studying applications of our products in the food and energy industries. Although a primary objective is to maximize cash distributions to our members from profits generated by operations, we recognize the need to maintain our financial strength through continued investment in, and capital improvements to, our business and facilities.

General Development of Business

In 1993, we were organized and operated as a South Dakota cooperative. In 2002, we reorganized and converted our legal form from a South Dakota cooperative to a South Dakota limited liability company. As a limited liability company, we are taxed as a partnership for U.S. tax purposes, meaning we are not subject to U.S. income tax but file information returns and report our income annually, and all of our income is passed through to and included in the taxable income of our members.

After completion of construction of our first facility in Volga in 1996, we commenced operations and processing of soybeans into soybean meal and hulls, and crude soybean oil. Since 1996, we have invested heavily internally by making significant capital improvements and expanding our business to include vertically integrated product lines and services. In 2002, we completed the construction of a refining facility and began refining crude soybean oil. In 2011, we completed the construction of a deodorizer and began selling deodorized oil directly to customers in the food industry. In 2014, we purchased the Miller oilseed processing plant, which has permitted expansion into new markets through the processing of identity-preserved soybeans, including non-genetically modified organisms (GMO) and organic soybeans.

In 2019, we invested into Prairie AquaTech, LLC and its affiliates, which are engaged in the research, development and production of high-quality protein feed derived from soybeans. Following our investment, Prairie AquaTech constructed and now operates a 45,000 square foot production facility immediately adjacent to our Volga facility. The facility has the capacity to produce up to 30,000 tons of feed annually, which is currently being marketed and sold to the fish and pet industries.

In 2023, we took major steps toward developing and operating a new oilseed processing facility near Mitchell, South Dakota. We formed a subsidiary, High Plains Partners, LLC, a South Dakota limited liability company, to help finance and develop the Mitchell facility and made a large investment of approximately $86.4 million into it. High Plains Partners then formed its own subsidiary, HPP SD Holdings, LLC, a Delaware limited liability company, of which it owns and controls a majority interest, to hold a one-hundred percent ownership interest in High Plains Processing, LLC, a Delaware limited liability company, which is the owner-operating company of the Mitchell facility. The Mitchell facility is a switch-processing facility, making it capable of processing soybeans and other oilseed varieties. The facility has the capacity to process 35 million bushels of soybeans annually. Storage capacity at the facility includes approximately 4 million bushels of soybeans and other oilseeds, 8,000 metric tons of meal and hulls, 12.3 million gallons of crude oil, and 3.52 million gallons of refined oil. Construction of the facility commenced in September 2023 and was completed during the fourth quarter of 2025. We manage the operations of the facility pursuant to a management services agreement.

Industry Information

Globally, soybean production is concentrated in three principal countries: the U.S., Brazil, and Argentina. The United States Department of Agriculture (“USDA”) reports that, for the 2025 crop year, the U.S. produced approximately 4.26 billion bushels of soybeans, or approximately 27% of estimated world production; Brazil produced 6.5 billion bushels, or 42% of estimated world production; and Argentina produced 1.8 billion bushels, or 11% of estimated world production.

Soybean production fluctuates annually due to various factors, including weather, government policy, economic conditions, and prices of other commodities. Soybean consumption, by contrast, fluctuates less because soybeans are a staple commodity and are used globally. Yet, consumption fluctuates from time-to-time due to various factors, including general economic conditions, health concerns, population growth and trade policy.

Soybean processing generally involves the conversion of soybeans into three principal products: soybean meal, soybean hulls, and soybean oil. A bushel of soybeans, weighing approximately 60 pounds, yields, approximately forty-four pounds of meal, four pounds of hulls, and eleven pounds of crude oil. Approximately 80% of a soybean bushel is processed and sold as soybean meal or hulls, with the remaining 20% extracted as crude soybean oil. Soybean meal and hulls are sold and used as feed by livestock producers and fish farms. Soybean oil, which is produced in multiple grades, is sold to and used in the food, petroleum and chemical industries. The food industry typically integrates soybean oil in cooking and salad dressings, baking and frying fats, and butter substitutes.

Soybean processing facilities are generally located in areas where there are adequate sources of soybeans and a strong demand for soybean meal. In the U.S., soybean meal is predominantly fed to and consumed by the poultry and swine industries. On average, exports of soybean meal from the U.S. account for 25% to 35% of total production. The USDA estimates that approximately 60% of soybeans produced in the U.S. are processed domestically, 37% are exported as whole soybeans, and 3% are retained for seed and residual use. Historically, the U.S. exports more soybeans to China than any other country, followed usually by the European Union, Mexico, and Japan.

Soybean oil refineries are generally located adjacent to soybean processing facilities. Refined and crude soybean oil is shipped throughout the U.S. and for export. The USDA estimates that approximately 47% of domestic soybean oil production is used in food, feed and industrial applications, 49% in biofuels production, and 4% for export for various uses.

The soybean industry continues to introduce soy-based products as substitutes for various petroleum-based products including lubricants, plastics, ink, crayons and candles. Soybean oil is increasingly being used for conversion into biofuels, including biodiesel or renewable diesel. Biodiesel and renewable diesel, substitutes for standard, petroleum-based diesel fuel, has experienced rapid growth the past five years following the expansion of the Renewable Fuel Standard (RFS) program and resumption of the biodiesel blenders’ tax credit.

Soybean crushing and refining margins are generally cyclical in nature. The price of soybeans may fluctuate substantially from year to year, whereas the price of meal and oil generally tracks that of soybeans although not necessarily on a one-for-one basis; therefore, margins can be variable.

Raw Materials and Suppliers

The principal raw material used in our production process is soybeans. We primarily purchase soybeans for our facilities from soybean producers and elevators located within approximately 50 miles of such facilities. The State of South Dakota and the upper Midwest, historically, has produced an adequate supply of soybean for our procurement and the soybean processing industry. In 2025, agricultural producers in South Dakota grew and harvested approximately 243 million bushels of soybeans, ranking it eighth among the top producing states in the U.S., as illustrated in the following table:


State						Production (bushels)
Illinois						663 million
Iowa						610 million
Minnesota						361 million
Indiana						320 million
Nebraska						307 million
Missouri						277 million
Ohio						259 million
South Dakota						243 million
North Dakota						221 million
Arkansas						139 million

Producers in South Dakota, comparatively to previous years, grew and harvested approximately 232 million bushels in 2024, 222 million bushels in 2023, 197 million bushels in 2022, and 223 million bushels in 2021. Of this amount, we purchased and processed 40.8 million bushels in 2025, compared to 33.3 million bushels in 2024, 33.3 million bushels in 2023, 34.5 million bushels in 2022, and 34.9 million bushels in 2021.

We control the flow of soybeans into our facilities with a combination of pricing and contracting options. Threats to our soybean supply include weather (especially drought), changes in government programs, and competition from other processors and export markets.

Products and Services

The principal products produced at our Volga, Mitchell, and Miller facilities are soybean meal and hulls, and soybean oil and oil byproducts.

Sales, Marketing and Customers

Our meal and hulls are primarily sold to resellers, feed mills, and livestock producers as livestock feed. The meal is primarily sold to customers in the local area (typically within 200 miles of our facilities), Western U.S., and Canada. Our crude oil is sold to refining companies for further processing, refined at our facilities, and sold directly to the food industry for human consumption, or to the biofuel industry as transportation fuel.

In 2025, our percentage of sales by quantity of product sold within various markets is illustrated by the following table:


Market	Meal and Hulls	Oil
Local	57%	26%
Other U.S. States	28%	64%
Export	15%	10%

Over half of our products are shipped by rail. Deliveries to distant markets are shipped using U.S. rail carriers that can switch cars to other major railroads, allowing our facilities to ship product throughout the U.S. and to international export terminals.

Dependence upon a Single Customer

None.

Competition

We are in direct competition with several other soybean processing companies in the U.S., many of which have significantly greater resources. The U.S. soybean processing industry is comprised primarily of approximately 20 different companies which operate approximately 70 facilities in the U.S. The industry is generally characterized as mature, consolidated and vertically-integrated, with four companies - Archer Daniels Midland (ADM), Bunge, Cargill and Ag Processing (AGP) - controlling nearly 85% of the processing industry.

We are one of two soybean processing companies operating in South Dakota. AGP operates a processing facility in Aberdeen, South Dakota, approximately 160 miles from our Volga facility. Our processing facilities represent approximately 2.7% of the total soybean processing capacity in the United States. Despite our size, we strive to maintain a competitive position in the market by producing high quality products, operating highly efficient operations at the lowest possible cost, and investing into value-add projects and companies.

Utilities

Volga Facility

We use natural gas and electricity to operate the crushing and refining facility in Volga, South Dakota. Natural gas is used for processing heat and drying soybeans. Our natural gas provider is NorthWestern Energy, Sioux Falls, South Dakota. We are at risk to adverse price fluctuations in the natural gas market but have the capability to use fuel oil and biofuel as a backup to natural gas in the event of delivery interruption or market conditions dictate. We also employ forward contracting to offset some of this risk. Our electricity provider is the City of Volga, South Dakota.

Miller Facility

We use electricity and propane to operate the mechanical press facility in Miller, South Dakota, as natural gas distribution lines are not located in the area. Our electricity provider is NorthWestern Energy, Sioux Falls, South Dakota, and CHS Farmers Alliance, Mitchell, South Dakota, is our propane provider.

Mitchell Facility

We use natural gas and electricity to operate the crushing and refining facility in Mitchell, South Dakota. Our natural gas provider is Northwestern Energy, Sioux Falls, South Dakota and our electricity provider is Central Electric Cooperative, Mitchell, South Dakota.

Employees

At December 31, 2025, we employed approximately 209 individuals, all but nine of whom are full-time. We have no unions or other collective bargaining agreements.

Government Regulation and Environmental Matters

Our business is subject to various laws and regulations that are designed to protect the environment, which are administered by the U.S. Environmental Protection Agency, the South Dakota Department of Agriculture and Natural Resources, and local government agencies. These laws and regulations govern the discharge of materials to the environment, air and water; reporting storage of hazardous wastes; transporting, handling and disposition of wastes; and the labeling of pesticides and similar substances. Our business is also subject to laws and regulations administered by other federal, state, local and foreign governmental agencies which govern the processing, storage, distribution, advertising, labeling, quality and safety of feed and grain products. Failure to comply with these laws, regulations and rules could subject us to administrative penalties, injunctive relief, civil remedies and possible recalls of products.

The sale of soybean oil for human consumption is impacted by the regulation of trans-fat, which results from the hydrogenation process of products such as soybean oil and plant oils. The U.S. Food and Drug Administration

requires that food processors disclose the level of trans-fatty acids contained in their products. In addition, various local governments in the U.S. have enacted, or are considering enacting, restrictions on the use of trans-fats in restaurants. As a result, many food manufacturers have reduced the amount of hydrogenated soybean oil included in their products or switched to other oils containing lower amounts of trans-fat.

Available Information

Our Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, and amendments to reports filed pursuant to the Securities Exchange Act of 1934, as amended, are filed with the SEC. These reports and other information filed by us with the SEC are available on the SEC website (www.sec.gov). The SEC maintains an Internet site that contains reports, proxy, and information statements and other information regarding issuers that file electronically with the SEC at www.sec.gov. The contents of these websites are not incorporated into this filing. Our website is at www.sdsbp.com.

Item 1A. Risk Factors.

We are affected by changes in commodity prices. Our revenues, earnings and cash flows are affected by market prices for commodities such as crude petroleum oil, natural gas, soybeans, and crude and refined vegetable oils. Commodity prices generally are affected by a wide range of factors beyond our control, including weather, disease, insect damage, drought, the availability and adequacy of soybean supply, government regulation and policies, and general political and economic conditions. In addition, we are exposed to the risk of nonperformance by counterparties to contracts. Risk of nonperformance by counterparties includes the inability to perform because of a counterparty’s financial condition and also the risk the counterparty will refuse to perform a contract during a period of price fluctuations where contract prices are significantly different than the current market prices. Additionally, demand for soybeans is affected by changes in international, national, regional, and local economic conditions, and demographic trends. The increased production of soybean crops in South America and the rising demand for soybeans in emerging nations such as China and India have increased competition in the soybean market.

We are affected by inflation. We have experienced and anticipate continued effects of inflation on costs such as soybeans, materials, labor, natural gas, and electricity. In response to inflationary pressures, the U.S. Federal Reserve has maintained higher interest rates, which has resulted in continued uncertainty and volatility in financial markets and increased borrowing costs under our revolving credit facilities. Although inflation has subsided the past few months, inflation and its effects, many of which are beyond our control, could escalate in the future. We may be unable to pass on all of our increased costs as a result of inflation to customers. Accordingly, inflationary pressures could have a material and adverse effect on our business.

Our business operations and demand for our products are highly dependent on certain global and regional factors which are outside our control. The level of demand for our products is increasingly affected by regional and global demographic and macroeconomic conditions, including population growth rates and changes in standards of living. A significant downturn in global economic growth, or recessionary conditions in major geographic regions, may lead to reduced demand for agricultural commodities which could adversely affect our business and results of operations. Additionally, weak global economic conditions and turmoil in global financial markets, including constraints on the availability of credit, have in the past adversely affected, and may in the future continue to adversely affect, the financial condition and creditworthiness of some of our customers, suppliers and other counterparties which in turn may negatively impact our business.

Current and future geopolitical events outside of our control could adversely impact our business. We face risks related to geopolitical events, international hostility, epidemics, outbreaks and other macroeconomic events that are outside of our control. The occurrence of certain geopolitical events, including those arising from war, military conflicts, terrorist activity, international hostility, public health crises, tariffs, and the economic impact of global trade tensions, could significantly disrupt our business and operational plans and adversely affect our results of operations, cash flows, financial condition and liquidity. For example, in the event of damage or interruption, our insurance policies may not adequately compensate us for any losses that we may incur.

Soybean production is subject to U.S. and foreign policies and regulations that materially affect operations. Governmental policies affecting the agricultural industry, such as taxes, tariffs, duties, subsidies, incentives, acreage control, and import and export restrictions on agricultural commodities and commodity products, can influence the planting of certain crops, the location and size of crop production, the volume and types of imports and exports, and industry profitability. Additionally, soybean production is affected by laws and regulations relating to, but not limited to, the sourcing, transporting, storing, and processing of agricultural raw materials as well as the transporting,

storing, and distributing of related agricultural products. In addition, international trade disputes can adversely affect agricultural commodity trade flows by limiting or disrupting trade between countries or regions.

Our business and operations may be affected by weather conditions that are outside of our control. For example:

•Weather conditions during the spring planting season and early summer crop nutrient and crop protection application season affect product volumes and profitability.

•Adverse weather conditions, such as heavy snow or rainfall and any flooding that results, may cause delays in or prevent soybeans from being planted which could affect our ability to procure soybeans for production and increase costs.

•Changes in weather patterns and conditions, including changes in rainfall and storm patterns and intensities, droughts, water shortages, and temperature levels, could adversely impact our costs and business operations; the location, cost and competitiveness of commodity agricultural production, related storage and processing facilities; and demand for agricultural commodities. These effects could significantly reduce demand for the products we sell to or buy from agricultural producers and local elevators, and therefore could adversely impact our business.

We could be materially impacted in the future if a health epidemic, pandemic, or similar outbreak would arise in the future. We may be unable to perform fully on our contractual obligations, our supply chain and logistical networks may be affected, and costs and working capital needs may increase. These cost increases may not be fully recoverable or adequately covered by insurance. In addition, demand for certain products, particularly biofuels and ingredients incorporated into food that support the food services channels, could be materially impacted from a prolonged regional or global outbreak, leading to government-imposed lockdowns, quarantines, or other restrictions.

We could be affected by higher than anticipated operating costs, including but not limited to increased prices for soybeans. In addition to general market fluctuations and economic conditions, we could experience significant cost increases associated with the ongoing operation of our soybean processing and refining facilities caused by a variety of factors, many of which are beyond our control. These cost increases could arise from an inadequate supply of soybeans and a resulting price increase which is not accompanied by an increase in the price for soybean meal and oil. Labor costs can also increase over time, particularly if there is a shortage of labor, or shortage of persons with the skills necessary to operate our facility. Adequacy and cost of electric and natural gas utilities could also affect our operating costs. Changes in price, operation and availability of truck and rail transportation may affect our profitability with respect to the transportation of soybean meal, oil and other products to our customers.

It may become more difficult to sell our soybean oil for human consumption. The U.S. Food and Drug Administration requires food manufacturers to disclose the levels of trans-fatty acids contained in their products. In addition, various local governments in the U.S. are considering, and some have enacted, restrictions on the use of trans-fats in restaurants. Several food processors have either switched or indicated an intention to switch to edible oil products with lower levels of trans-fatty acids. Because processing soybean oil, particularly hydrogenation, creates trans-fat, it may become difficult to sell our oil to customers engaged in the food industry which could adversely affect our revenues and profits.

Hedging transactions involve risks that could harm our profitability. To reduce our price change risks associated with holding fixed price commodity positions, we generally take opposite and offsetting positions by entering into commodity futures contracts (either a straight futures contract or an options futures contract) for soybeans, soybean meal and crude soybean oil on the Chicago Board of Trade. While hedging activities reduce our risk of loss from changing market values, such activities also limit the gain potential which otherwise could result from those market fluctuations. Our policy is to maintain hedged positions within limits, but we can be long or short at any time. In addition, at any one time, our inventory and purchase contracts for delivery to our facility may be substantial, which could limit our ability to adjust our hedged positions. If our risk management policies and procedures that guide our net position limits are inadequate, we could suffer adverse financial consequences.

Our business is not diversified. Our success depends primarily on our ability to profitably operate our soybean processing and soybean oil refining facilities. We do not have any other material lines of business or other material sources of revenue if we are unable to operate our soybean processing and soybean oil refining facilities. This lack

of diversification may limit our ability to adapt to changing business conditions and could cause harm to our business.

We are dependent on our management and other key personnel, and the loss of their services may adversely affect our business. Our success and business strategy is dependent in large part on our ability to attract and retain key management and operating personnel. This can present challenges for us, because we operate in a specialized industry and our business is located in a rural area. Key employees are in high demand and are often subject to competing employment offers in the agricultural value-added industries within the local and regional area. Any loss of the key employees or the failure of these individuals to perform their job functions in a satisfactory manner would have a material adverse effect on our business operations and prospects.

We operate in an intensely competitive industry, and we may not be able to continue to compete effectively. We may be unable to continue to successfully penetrate the markets for our products. The soybean processing business is highly competitive, and other companies presently in the market, or that could enter the market, could adversely affect prices for the products we sell. We compete with major soybean processors such as Archer-Daniels Midland (ADM), Cargill, Bunge, and Ag Processing (AGP), among others, all of which have significantly greater quantities of soybean products than we do and may achieve higher operating efficiencies and lower costs due to their scale. AGP's processing facility in Aberdeen, South Dakota, could increase the competition for soybeans and adversely affect our business.

Our profitability is influenced by the protein and moisture content of soybeans in the local area. The northern portion of the western soybean belt, where our two soybean crushing facilities are located, typically produces a lower protein content soybean, which results in lower protein soybean meal. Because lower protein soybean meal is sold at a lower price, we may not be able to operate as profitably as soybean processing facilities in other parts of the country. If adverse weather conditions further reduce the protein content of the soybeans grown in our area, our business may be materially harmed because we will be required to sell our soybean meal at discounted prices to our customers.

In addition, the moisture content of the soybeans that are delivered to our facilities also influences our profitability and the efficiency of our facilities operations. Soybeans with high moisture content require more energy to dry them before they can be processed. While we may recover some of these extra energy costs by paying producers less for high moisture soybeans, these savings may not be sufficient to offset our additional operating expenses.

Because soybean processing and refining is energy intensive, our business will be materially harmed if energy prices increase substantially. The price of electricity, natural gas and propane, the primary sources of energy for our facilities, have steadily increased the last few years. If the trend in electricity, natural gas and propane prices continues, our energy costs will remain high and could adversely affect our profitability and operating results.

Transportation costs are a factor in the price of soybean meal and oil, and increased transportation costs could adversely affect our profitability. Soybean meal and oil may be shipped by trucks, rail cars, and barges. Added transportation costs are a significant factor in the price of our products, and we may be more vulnerable to increases in transportation costs than other producers because our locations in Volga and Miller are more remote than that of most of our competitors. Today, most of our products are sold FOB Volga or Miller, South Dakota, and those that are not, have the full transportation cost added to the contract. Transportation costs do not currently affect our margin directly; however, the added costs could eventually affect demand for our products.

The rapid expansion of domestic soybean processing capacity may lead to an oversupply of soybean meal and oil, which could compress crush margins and adversely affect our profitability. We anticipate significant increases in industry-wide soybean processing and refining capacity as new facilities are commissioned and existing facilities are expanded. If the growth in demand—particularly from the renewable fuels sector for soybean oil or the livestock industry for soybean meal—does not keep pace with this increased supply, market prices for these commodities may decline significantly. Such an oversupply could result in compressed crush spreads (the margin between the cost of raw soybeans and the sales price of processed products) and increased competition for soybeans which could increase input costs. Any sustained imbalance between production capacity and global consumption could have a material adverse effect on our business.

We are exposed to risk of nonperformance and nonpayment by counterparties. We are exposed to risk of nonperformance and nonpayment by counterparties, whether pursuant to contracts or otherwise. Risk of nonperformance and nonpayment by counterparties includes the inability or refusal of a counterparty to pay us; the inability or refusal to perform because of a counterparty's financial condition and liquidity, operational failures, labor issues, cybersecurity events, outbreaks of disease or for any other reason; and risk that the counterparty will refuse to perform a contract during a period of price fluctuations where contract prices are significantly different than current market prices. In the event we experience significant nonperformance or nonpayment by counterparties, our business could be materially and adversely affected.

Legislative, legal or regulatory developments could adversely affect our profitability. We are subject to extensive air, water and other environmental laws and regulations at the federal and state level. In addition, some of these laws require our facilities to operate under a number of environmental permits. These laws, regulations and permits can often require pollution control equipment or operational changes to limit actual or potential impacts to the environment. A violation of these laws and regulations or permit conditions can result in substantial fines, damages, criminal sanctions, permit revocations and/or facilities shutdowns.

New environmental laws and regulations, including new regulations relating to alternative energy sources and the risk of climate change, new interpretations of existing laws and regulations, increased governmental enforcement or other developments could require us to make additional unforeseen expenditures. It is expected that some form of regulation will be forthcoming at the federal level in the U.S. with respect to emissions of GHGs, (including carbon dioxide, methane and nitrous oxides). Also, new federal or state legislation or regulatory programs that restrict emissions of GHGs in areas where we conduct business could adversely affect our operations and demand for our products. New legislation or regulator programs could require substantial expenditures for the installation and operation of equipment that we do not currently possess or substantial modifications to existing equipment.

In addition, although our production of soybean meal and oil is not directly regulated by the U.S. Food & Drug Administration, we must comply with the FDA’s content and labeling requirements, which are monitored at our customers’ facilities. Failure to comply with these requirements could result in fines, liability to our customers or other consequences that could increase our operating costs and reduce profits. In addition, changes to the FDA’s rules or regulations could be adopted that would increase our operating costs and expenses, or require capital investment.

We are subject to industry-specific risks that could adversely affect our operating results. These risks include, but are not limited to, product quality or contamination; shifting consumer preferences; federal, state, and local food processing regulations; socially unacceptable farming practices; environmental, health and safety regulations; and customer product liability claims. Any liability resulting from these risks may not always be covered by, or could exceed liability insurance related to product liability and food safety matters maintained by us. The occurrence of any of the matters described above could adversely affect our revenues and operating results. Our products are used as ingredients in livestock and poultry feed. Thus, we are subject to risks associated with the outbreak of disease in livestock and poultry. The outbreak of disease could adversely affect demand for our products used as ingredients in livestock and poultry feed. A decrease in demand for these products could adversely affect our revenues and operating results.

We could face increased operating costs if we are required to segregate genetically modified soybeans and the products generated from these soybeans. Some soybean producers in our area have been planting genetically modified, or GMO, soybeans, commonly known as Round-up Ready beans. Neither the U.S. Department of Agriculture nor the FDA currently requires that genetically modified soybeans be segregated from other soybeans. If these agencies or our customers were to require that we process these genetically modified soybeans separately, we would face increased storage and processing costs, and our profitability could be harmed.

There is no public market for our units. There is no public trading market for our units. While we have established a private online matching service in order to facilitate the transfer of units among our members, the transfer of units on this service is severely limited. The service has been designed to comply with federal tax laws and IRS regulations governing a “qualified matching service,” as well as state and federal securities laws. Under these rules, there are detailed timelines and restrictions that must be followed with respect to offers and sales of units. As a result, capital units held by our members may not be easily resold and members may be required to hold their units indefinitely. Even if a member is able to resell units, the price may be less than the member's original investment for the units or may otherwise be unattractive to the member.

There are significant restrictions on the transfer of our units. To protect our status as a partnership for federal income tax purposes and to assure no public trading market for our units develops or exists, our units are subject to significant restrictions on transfer. All transfers of units must comply with the transfer provisions of our operating agreement and the capital units transfer system and are subject to approval by our board of managers. Our board of managers reserves the right not to approve any transfer of units that could cause us to lose our partnership tax status or violate federal or state securities laws. As a result, members may not be able to transfer their units and may be required to assume the risks of the investment for an indefinite period of time.

Members may realize taxable income without cash distributions, and may have to use funds from other sources to fund tax liabilities. Because we are taxed as a partnership for U.S. federal income tax purposes, members may realize taxable income in excess of cash distributions by us. There can be no assurance that we will pay distributions at a specific rate or at all. As a result, members may have to use funds from other sources to pay their tax liability.

We rely on information technology and any failure, inadequacy, interruption, or security lapse of that technology, including any cybersecurity incidents, could harm our ability to operate its business effectively. Hackers, government-backed threat actors, and organized crime may be able to penetrate our network or systems, misappropriate or compromise our confidential information or that of third parties, create system disruptions, corrupt data, or cause shutdowns. Using different tools and methodologies the threat actors may be able to deploy malware that attacks our systems or our supplier’s systems, or otherwise exploits any security vulnerabilities of our facilities and equipment. Vulnerabilities in our systems can also occur due to a lack of robustness, quality, and integrity, in our systems as a whole. While we employ a number of technical, organizational, and physical protective measures, these measures may fail to prevent or detect all attacks on or weaknesses in its systems.

We manage and store various proprietary, sensitive, and confidential information and data relating to our business as well as from our suppliers and customers. Breaches of this information and data due to insufficient security measures, accidental loss, inadvertent disclosure, or unapproved dissemination, including incidents as a result of fraud, trickery, or other forms of deception, could expose us or our customers or suppliers to a risk of loss or misuse of this information.

Any claim that our facilities, equipment, products, or systems are subject to cybersecurity risk or data breaches, whether legitimate or not, could have a material adverse effect on our business.

To the extent we experience any cybersecurity incidents in the future, our relationships with our customers and suppliers may be materially impacted, our brand and reputation may be harmed, and we could incur substantial costs in responding to and remediating the incidents and in resolving any investigations or disputes that may result, any of which could have a material adverse effect on our business. In addition, the cost and operational consequences of implementing and adding further data protection measures could be significant.

We could be adversely affected by cyber-attacks, data security breaches and significant information technology systems interruptions. We rely on network infrastructure, enterprise applications, and internal and external technology systems for operational, marketing support and sales, and product development activities. The hardware and software systems related to such activities are subject to damage from lightning, tornados, fire, power loss, telecommunication failures, cyber-attacks and other similar events. They are also subject to acts such as computer viruses, physical or electronic vandalism or other similar disruptions that could cause system interruptions and loss of critical data, and could prevent us from fulfilling customers’ orders.

We will continue to dedicate resources and incur expenses to maintain and update on an ongoing basis the systems and processes that are designed to mitigate the information security risks we face and protect the security of our computer systems, software, networks and other technology assets against attempts by unauthorized parties to obtain access to confidential information, disrupt or degrade service or cause other damage. We have implemented cybersecurity measures, yet our information technology systems may still be vulnerable to cybersecurity threats and other electronic security breaches. While we have taken reasonable efforts to protect ourselves, we cannot assure our members that our security measures would be sufficient in the future. Any event that causes failures or interruption in such hardware or software systems could result in disruption of our business operations, have a negative impact on our operating results, and damage our reputation, which could negatively affect our business.

Item 1B. Unresolved Staff Comments.

None.

Item 1C. Cybersecurity.

Risk Management and Strategy

We recognize the importance of developing, implementing, and maintaining cybersecurity measures to safeguard our information and operational technologies and protect our data's confidentiality, integrity, and availability. Our business is dependent upon our computer systems, devices, software, and networks (operational and information technology) to collect, process, and store the data necessary to conduct almost all aspects of our business, including the evaluation of acquisition and development opportunities, the monitoring and evaluation of our existing properties, the performance of any data from our operators, and the recording and reporting of financial information.

Assessing, Identifying, and Managing Material Cybersecurity Risks & Integrated Overall Risk Management. We have processes to assess, identify, manage, and address material cybersecurity threats and incidents. These include, among other things, ongoing security awareness training for employees, mechanisms to detect and monitor unusual network activity, and containment and incident response tools. We regularly assess risks from cybersecurity and technology threats and monitor our information systems for potential vulnerabilities. We monitor issues that are internally discovered or externally reported that may affect our systems and have processes to assess those issues for potential cybersecurity impact or risk.

We have integrated cybersecurity risk management into our broader risk management framework to promote a company-wide culture of cybersecurity risk management. This integration is designed to include cybersecurity considerations in our decision-making processes at every level. Our IT Security Program ("ITSP") Group and third-party service providers seek to continuously evaluate and address cybersecurity risks in alignment with our business objectives and operational needs and coordinate with our overall risk management framework.

In the event of a cybersecurity incident, we maintain an incident response plan. This plan sets forth immediate actions to mitigate the impact of cybersecurity incidents, including referring certain matters to the our chief executive officer for additional evaluation and oversight, as well as long-term strategies for remediation and prevention of future cybersecurity incidents.

Engaging Third Parties on Cybersecurity Risk Management. Recognizing the complexity and evolving nature of cybersecurity threats, we engage with third-party service providers, including cybersecurity assessors, and consultants, to evaluate and test our cybersecurity risk management systems. This enables us to leverage knowledge and insights to align our cybersecurity strategies and processes with best practices for our industry and size. Accordingly, we engage third-party service providers for regular cybersecurity-related audits, threat assessments, and consultation on security enhancements.

Overseeing Third-Party Risk. Because we know the risks associated with engaging third-party service providers, we have implemented processes designed to oversee and manage these risks. It is our policy to conduct security assessments of all third-party service providers before engagement, and we aim to maintain ongoing monitoring for compliance with our cybersecurity standards. This monitoring includes regular assessments by our chief operating officer and ITSP Group.

Cybersecurity Threats. As of the date of this Annual Report on Form 10-K, though we and our service providers have experienced certain cybersecurity incidents, we are not aware of any previous cybersecurity incidents that have materially affected or are reasonably likely to materially affect us, including our operations or financial condition. We acknowledge that cybersecurity threats are continually evolving, and the possibility of future cybersecurity incidents remains. Despite implementing our cybersecurity processes, our security measures cannot guarantee that a significant cybersecurity attack will not occur. While we devote resources to security measures designed to protect our systems and information, no security measure is infallible. See Item 1A. Risk Factors “Risk Factors Relating to Our Business." We depend on computer and telecommunications systems, and failures in our systems or cyber security threats, attacks, or other disruptions could significantly disrupt our business operations.”

for additional information about the risks to our business associated with a breach or other compromise to our information and operational technology systems.

Governance

Board of Directors Oversight. Our board of managers has overall responsibility for the oversight of risk management, which includes cybersecurity risks. Our board receives periodic briefings on cybersecurity matters, including key risks to us, recent developments, and risk mitigation activities from members of management, who are responsible for overseeing our cybersecurity program.

Management’s Role. Our cybersecurity risk assessment and management efforts are led by our chief operating officer, who is responsible for implementing and overseeing processes for the monitoring of our information systems, and the ITSP Group. Included in this responsibility is the deployment of cybersecurity measures and system audits to identify potential cybersecurity vulnerabilities. Our chief operating officer reports directly to our chief executive officer and board of managers.

Item 2. Properties.

We conduct our operations principally at three facilities located in South Dakota, including Volga, Miller, and Mitchell.

At our Volga facility, we own the land, consisting of 98 acres on which most of our infrastructure and physical properties rest. Our facilities consist of a soybean processing plant, a soybean oil refinery and deodorizer, a quality control laboratory, and administrative and operations buildings.

At our Miller facility, we own the land, consisting of approximately 24 acres, on which our soybean processing plant and operations building are situated.

At our Mitchell facility, we indirectly own approximately 296 acres of land through our subsidiaries. During the fourth quarter of 2025, the Company completed construction of the Mitchell facility and commenced operations. The site includes an oilseed processing plant, oil refinery and deodorizer, operations and administrative building, and rail loop tracks.

All of our tangible property, real and personal, serves as collateral for our debt instruments with our primary lender, CoBank, ACB, of Greenwood Village, Colorado, which is described below under “Item 7—Management’s Discussion and Analysis of Financial Condition and Results of Operation—Indebtedness.”

Item 3. Legal Proceedings.

From time to time in the ordinary course of our business, we may be named as a defendant in legal proceedings related to various issues, including without limitation, workers’ compensation claims, tort claims, or contractual disputes. We carry insurance that provides protection against general commercial liability claims, claims against our directors, officers and employees, business interruption, automobile liability, and workers’ compensation claims. We are not currently involved in any material legal proceedings and are not aware of any potential claim.

Item 4. Mine Safety Disclosures.

None.

Part II

Item 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.

As of December 31, 2025 and March 1, 2026, there were 2,239 and 2,235 members of record, respectively, and a total of 30,411,500 Class A capital units issued and outstanding. We did not make any repurchases of Class A units during the fiscal year 2025 and, as of the date of this annual report, we did not have any publicly announced plans or programs with respect to purchases of our units.

Trading Activity

Our capital units are not traded on an exchange or otherwise publicly traded and are subject to significant restrictions on transfer. Most transfers of capital units are conducted through a “qualified matching service” as defined by the publicly-traded partnership rules of the federal tax code. Under the qualified matching service, bids for capital units submitted by interested buyers and sellers are matched on the basis of a strict set of rules and conditions set forth under the federal tax code and by us; plus, all matching and transfers of units are subject to approval by our board of managers. Our qualified matching service is operated through www.AgStockTrade.com, an SEC-registered and regulated Alternative Trading Service which is owned and operated by Variable Investment Advisors, Inc., Tea, South Dakota, a registered broker-dealer with the SEC, FINRA, and various states. The following table contains historical information by quarter for the past two years regarding the matching of capital units through the qualified matching service:


Quarter	Low Price (1)		High Price (1)		Average Price		# of Capital Units Matched
First Quarter 2024	$	9.16	$	9.50	$	9.23	43,000
Second Quarter 2024	$	9.20	$	9.30	$	9.25	112,500
Third Quarter 2024	$	9.00	$	9.18	$	9.13	41,750
Fourth Quarter 2024	$	8.80	$	9.00	$	8.95	44,500
First Quarter 2025	$	7.14	$	7.50	$	7.36	25,000
Second Quarter 2025	$	6.70	$	7.10	$	6.96	47,250
Third Quarter 2025	$	6.75	$	7.05	$	6.96	128,500
Fourth Quarter 2025	$	6.98	$	7.50	$	7.03	38,000

(1)The qualified matching service rules prohibit firm bids; therefore, the prices reflect actual sale prices of the capital units.

Transfer Restrictions

As a limited liability company, we must severely restrict trading and transfers of our capital units to preserve our preferential single-level "partnership" tax status at the member level. To preserve this status, our operating agreement prohibits transfers of capital units other than through the procedures specified under our capital units transfer system, or CUTS, which may be amended from time to time by our board of managers. Under the CUTS, our capital units cannot be traded on any national securities exchange or in any over-the-counter market. Also, we cannot permit the total number of capital units traded annually through the qualified matching service to exceed 10% of our total issued and outstanding capital units. All transactions, including any trades on the qualified matching service, must be approved by the board of managers, which are generally approved if they fall within “safe harbors” contained in the rules of the federal tax code. Permitted transfers include transfers by gift or death, sales to qualified family members, and trades through the qualified matching service subject to the 10% restriction. Pursuant to our operating agreement, a minimum of 2,500 capital units is required to be owned by an individual or entity for membership, and no member may own more than 10% of our total outstanding capital units.

Distributions to Members

We declared and issued to our members a cash distribution of $7.6 million (25.0¢ per capital unit) and $39.5 million (130.0¢ per capital unit) in the years ended December 31, 2025 and 2024, respectively. On February 10, 2026, our board of managers approved a cash distribution to our members of approximately $8.5 million (28.0¢ per capital unit), which was issued to our members on or about February 12, 2026. Our distributions are declared at the discretion of our board of managers and are issued in accordance with the terms of our operating agreement and distribution policy. Distributions are also subject to restrictions imposed under our loan agreement with our lender. There is no assurance as to whether, when, or how much we will make in distributions in the future. Actual distributions depend upon our profitability, expenses and other factors discussed in this report.

Income Tax Considerations

Because we have elected to be taxed as a partnership, each of our members is required to report on his or her income tax return for the taxable year with which, or within which, ends our taxable year his or her distributive share of our income, gains, losses and deductions without regard to whether corresponding cash distributions are received from us. We provide each member with an annual Schedule K-1, indicating the member’s share of our income, loss and their separately stated components.

Under IRS Code Section 701, an entity, such as South Dakota Soybean Processors, subject to taxation as a partnership under Subchapter K of the Code, is not itself subject to U.S. income taxation. Instead, each of our members is required to report his or her allocable share of our income and/or losses, and each of our members is liable for U.S. income tax on such income in each member’s individual or separate capacity. IRS Code Section 702 provides that the character of any such item of income or deduction allocated to a member will be the same as its character to us. Each member will be taxed on his or her distributive share of our income even though the equivalent amount of cash may not be distributed to such member.

Item 6. Reserved.

Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations.

You should read the following discussion along with our consolidated financial statements and the notes to our consolidated financial statements included elsewhere in this report. The following discussion contains forward-looking statements that are subject to risks, uncertainties and assumptions. Our actual results, performance and achievements may differ materially from those expressed in, or implied by, such forward-looking statements. See “Cautionary Statement Regarding Forward-Looking Information” at the beginning of this report.

Overview and Executive Summary

For the year ended December 31, 2025, we earned a net income of $17.7 million, down from $20.3 million in 2024. Despite the decline, processing margins held firm due to favorable spreads between soybean procurement costs and product sales prices. These spreads benefited from a large 2025 U.S. soybean crop—characterized by low moisture and average to above-average protein and oil content—across the area where we purchase soybeans.

In 2025, strong soybean meal demand persisted throughout the year, reaching or approaching record levels in both export and domestic markets, even as U.S. processing volumes hit records. Soybean oil demand weakened in the fourth quarter and overall, primarily due to ongoing uncertainty around EPA renewable fuel program guidance and volume requirements (renewable volume obligations).We completed construction of the new processing facility near Mitchell, South Dakota, on time and within budget. Operations began October 6, 2025, with refinery activities starting about one month later. Initial production was limited during commissioning, but product quality has been excellent, and volumes are steadily ramping up.

In 2026, we anticipate improved processing margins in 2026. An EPA announcement on renewable volume obligations is likely soon; if final volumes meet or exceed market expectations, soybean oil demand could strengthen significantly in 2026 and into 2027, driven by higher requirements for biomass-based diesel and renewable fuels. Nevertheless, challenges remain. Evolving U.S. trade policies add uncertainty, and expanding soybean production and processing capacity in South America will continue to intensify global competition. We remain focused on operational efficiency, capacity utilization (including the new Mitchell facility), and adapting to biofuel policy developments to support long-term performance.

Results of Operations

Comparison of Years Ended December 31, 2025 and 2024


	Year Ended December 31, 2025			Year Ended December 31, 2024
	$		% of Revenue	$		% of Revenue
Revenue	$	503,815,120	100.0	$	554,419,770	100.0
Cost of revenues	(479,117,044)		(95.1)	(525,031,207)		(94.7)
Gross profit	24,698,076		4.9	29,388,563		5.3
Operating expenses	(7,244,566)		(1.4)	(6,054,341)		(1.1)
Interest expense	(6,093,718)		(1.2)	(6,419,829)		(1.2)
Other non-operating income (expense)	1,582,768		0.3	4,848,180		0.9
Net income	12,942,560		2.6	21,762,573		3.9
Net income (loss) attributable to non-controlling interests in consolidate entities	(4,793,086)		(1.0)	1,442,756		0.3
Net income attributed to Company	$	17,735,646	3.6	$	20,319,817	3.6

Revenue – Revenue decreased $50.6 million, or 9.1%, for the year ended December 31, 2025, compared to the same period in 2024 The decrease was primarily driven by lower average sales price of soybean products, partially offset by an increase in quantity of soybeans processed.

Average soybean meal prices declined by 16.6% compared to 2024, primarily due to an increase in U.S. soybean crushing capacity during 2024 and 2025. The average price of soybean oil decreased 7.0% during the year ended December 31, 2025 compared to the same period in 2024, due to a decrease in demand. Soybean oil demand from the energy sector dropped dramatically in 2024 and throughout 2025 as refining margins for biodiesel and renewable diesel producers came under pressure from overproduction, which led to production slowdowns at some locations. In addition, imports of used cooking oil and other feedstocks flooded the market, contributing to an oversupply and adversely affecting soybean oil sales.

Soybean processing volume increased 22.7% compared to the same period in 2024. During the fourth quarter of 2025, we completed construction of our Mitchell, South Dakota processing facility and commenced operations. Completion of the Mitchell facility materially increased the Company’s soybean processing capacity, approximately doubling total production capacity. While the facility generated revenues during the fourth quarter of 2025, such revenues were limited and subject to uncertainty as the facility continues to ramp up and we evaluate operational performance.

Gross Profit/Loss – Gross profit decreased by $4.7 million, or 16.0%, for the year ended December 31, 2025, compared to the same period in 2024. The decrease was mainly due to declining processing margins —the spread between the market value of soybean meal and soybean oil produced from soybeans and the cost of raw soybeans— during the period due to weaker product values for soybean meal and soybean oil, reflecting trends that began in 2024.

During the fourth quarter of 2025, we commenced operations at our Mitchell facility. While the startup of the facility increased overall soybean processing capacity and contributed to higher processing volumes, initial operations were subject to ramp-up inefficiencies and lower utilization rates that are typical of a startup phase, which negatively impacted processing margins during the period.

Operating Expenses – Administrative expenses, including selling, general and administrative expenses, increased approximately $1.2 million, or 19.7%, during the year ended December 31, 2025, compared to the same period in 2024, due to an increase in payroll, professional and related costs associated with the start-up of the Mitchell facility.

Interest Expense – Interest expense decreased by $0.3 million, or 5.1%, during the year ended December 31, 2025, compared to the same period in 2024. The decrease in interest expense was principally due to a decrease in average borrowings from our credit facilities, excluding loans by our subsidiary, High Plains Processing, LLC. Average debt outstanding totaled $52.7 million during the year ended December 31, 2025, compared to $68.2

million during the same period in 2024. Additionally, we incurred and capitalized interest related primarily to the construction of the Mitchell facility of approximately $9.3 million and $0.1 million, for the years ending December 31, 2025 and 2024, respectively.

Other Non-Operating Income (Expense) – Other non-operating income, including patronage dividend income, decreased by $3.3 million, or 67.4%, for the year ended December 31, 2025, compared to the same period in 2024. The decrease in other non-operating income was primarily attributable to a $3.5 million decrease in interest income earned on the deposit of investment proceeds received by our subsidiaries in connection with the equity financing of the Mitchell facility during 2023 and 2024. These investment proceeds were utilized in 2024 to finance construction of the facility, resulting in lower average invested balances and, consequently, lower interest income during the current period.

Net Income/Loss – We generated a net income of $17.7 million during the year ended December 31, 2025, a $2.4 million decrease from 2024. The decrease was primarily attributable to lower gross margins resulting from reduced processing spreads and weaker product pricing during the period.

Comparison of Years Ended December 31, 2024 and 2023


	Year Ended December 31, 2024			Year Ended December 31, 2023
	$		% of Revenue	$		% of Revenue
Revenue	$	554,419,770	100.0	$	703,148,409	100.0
Cost of revenues	(525,031,207)		(94.7)	(624,732,341)		(88.8)
Gross profit	29,388,563		5.3	78,416,068		11.2
Operating expenses	(6,054,341)		(1.1)	(6,487,573)		(0.9)
Interest expense	(6,419,829)		(1.2)	(2,837,555)		(0.4)
Other non-operating income (expense)	4,848,180		0.9	2,018,285		0.3
Net income	$	21,762,573	3.9	71,109,225		10.2
Net income attributable to non-controlling interests in consolidate entities	1,442,756		0.3	659,647		0.1
Net income attributed to Company	$	20,319,817	3.6	$	70,449,578	10.1

Revenue – Revenue decreased $148.7 million, or 21.2%, for the year ended December 31, 2024, compared to the same period in 2023. The decrease was primarily due to a decrease in the average sales price of soybean products. The average price of soybean oil decreased 23.9% during the year ended December 31, 2024, compared to the same period in 2023, due to a decrease in demand. Soybean oil demand from the energy sector dropped dramatically in 2024 as refining margins for biodiesel and renewable diesel producers came under pressure from overproduction, which led to production slowdowns at some locations. Further contributing to the drop was an increase in imports of lower-priced alternatives to soybean oil, specifically used cooking oil. In addition, average soybean meal prices declined by 15.3% in 2024 following the return of Argentine processors to the global export market and an increase in U.S. soybean production.

Gross Profit/Loss – Gross profit decreased by $49.0 million, or 62.5%, for the year ended December 31, 2024, compared to the same period in 2023. The decrease was mainly due to declining board crush margins, which were caused by a decrease in demand for soybean oil and an increase in global soybean meal supply, which negatively affected U.S. export sales including our own.

Operating Expenses – Administrative expenses, including selling, general and administrative expenses, decreased approximately $0.5 million, or 6.7%, during the year ended December 31, 2024, compared to the same period in 2023, due to a decrease in labor costs. The decrease was partially offset by an increase in professional and related costs associated with the start-up of the Mitchell facility.

Interest Expense – Interest expense increased $3.6 million, or 126.2%, during the year ended December 31, 2024, compared to the same period in 2023. The increase in interest expense was due to a $28.6 million increase in borrowings from our credit facilities with our senior lender, CoBank. The average debt level was $68.2 million during 2024, compared to $39.6 million in 2023. Debt levels increased mainly to fund our investment commitment into the Mitchell facility through our subsidiaries.

Other Non-Operating Income (Expense) – Other non-operating income, including patronage dividend income, increased $2.8 million, or 140.2%, for the year ended December 31, 2024, compared to the same period in 2023. The increase in other non-operating income was due to a $2.6 million increase in interest income. Interest income increased from the deposit of investment proceeds which were received by our subsidiaries in connection with their equity financing of the Mitchell facility.

Net Income/Loss – We generated a net income of $20.3 million during the year ended December 31, 2024, a $50.1 million decrease from 2023. The decrease is primarily attributable to the reduction in gross profit and an increase in interest expense.

Liquidity and Capital Resources

Our primary sources of liquidity are cash provided by operations and borrowings under our various revolving lines of credit which are discussed below under “Indebtedness.” On December 31, 2025, we had working capital, defined as current assets less current liabilities, of approximately $25.4 million, compared to working capital of $24.5 million on December 31, 2024. The increase in working capital was primarily driven by higher inventories, offset by decreases in cash and cash equivalents, increase in accrued commodity purchases and expenses, and increase in indebtedness associated with the commencement of operations at the Mitchell facility.

Comparison of the Years Ended December 31, 2025 and 2024


	2025		2024
Net cash provided by (used in) operating activities	$	(38,918,881)	$	58,395,262
Net cash used in investing activities	(202,369,644)		(176,001,498)
Net cash provided by financing activities	210,047,068		84,289,984

Cash Flows Provided by (Used in) Operating Activities

The $97.3 million decline in cash flows from operating activities was primarily driven by a $8.8 million decrease in net income, along with a $83.7 million reduction in cash generated from change in current assets and liabilities. The change in current assets and current liabilities was primarily driven by higher inventories, offset by increase in accrued commodity purchases and expenses.

Cash Flows Used in Investing Activities

The $26.4 million increase in cash flows used for investing activities was primarily driven by an increase in expenditures for purchasing various property and equipment. During 2025, we spent $202.2 million on property and equipment purchases, largely for the construction and development of the Mitchell facility, compared to $175.7 million in 2024.

Cash Flows Provided by Financing Activities

The $125.8 million increase in cash flows provided by financing activities was principally due to an increase in borrowings with our lender and a decrease in distributions paid to our members, offset by a decrease in proceeds from issuance of new capital units in our consolidated entities. Net proceeds from seasonal borrowings and long-term debt increased by $212.0 million during the year ended December 31, 2025, compared to $69.2 million during the same period in 2024. A $31.8 million reduction in cash distributions to members during the year ended December 31, 2025, compared to the same period in 2024, further contributed to the increase. This increase was partially offset by a decrease in proceeds from the issuance and sale of new securities in our consolidated entities in connection with the equity financing of the Mitchell facility. During the year ended December 31, 2024, our subsidiaries received $57.5 million in investment proceeds in connection with their equity financing, which were subsequently contributed for the construction and development of the new facility.

Comparison of the Years Ended December 31, 2024 and 2023


	2024		2023
Net cash from operating activities	$	58,395,262	$	128,890,291
Net cash used for investing activities	(176,001,498)		(104,214,603)
Net cash used for financing activities	84,289,984		47,367,949

Cash Flows from Operating Activities

The $70.5 million decline in cash flows from operating activities was primarily driven by a $49.3 million decrease in net income, along with a $37.0 million reduction in cash generated from inventories. During the year ended December 31, 2024, our inventories decreased by $23.8 million, compared to $60.8 million in 2023.

Cash Flows Used in Investing Activities

The $71.8 million increase in cash flows used for investing activities was primarily driven by the $71.4 million increase in expenditures for purchasing various property and equipment. During 2024, we spent $175.7 million on property and equipment purchases, largely for the construction and development of the Mitchell facility, compared to $104.3 million during 2023.

Cash Flows Provided by Financing Activities

The $36.9 million increase in cash flows provided by financing activities was principally due to a $78.1 million increase in net proceeds on borrowings. Net proceeds on borrowings increased by $69.2 million during the year ended December 31, 2024, compared to net payments of $8.9 million during the same period in 2023. Partially offsetting the increase was a $40.6 million decrease in investment proceeds received and a $3.0 million increase in cash distributions to our members during the year ended December 31, 2024, compared to the same period in 2023.

Indebtedness

We hold various credit facilities with CoBank, our primary lender, to meet the short and long-term needs of our operations. The first credit line is a revolving long-term loan. Under this loan, we may borrow funds, as needed, up to the credit line maximum, or $65.0 million, and then pay down the principal whenever excess cash is available. Repaid amounts may be borrowed up to the available credit line. The available credit line decreases by $3.25 million every six months until the credit line’s maturity on March 20, 2030 at which time a balloon payment for the remaining balance is due. We pay a 0.40% annual commitment fee on any funds not borrowed. The principal balance outstanding on the revolving term loan was $19.7 million and $50.5 million as of December 31, 2025 and 2024, respectively. Approximately $38.8 million in remaining commitments was available to borrow on the revolving term loan as of December 31, 2025.

The second credit line is a revolving working capital (seasonal) loan. The primary purpose of this loan is to finance our operating needs. We may borrow up to $20.0 million until the loan's maturity on December 1, 2026. We pay a 0.20% annual commitment fee on any funds not borrowed; however, we have the option to reduce the credit line during any given commitment period listed in the credit agreement to avoid the commitment fee. As of December 31, 2025 and 2024, there was no principal balance outstanding on this credit line.

The third line of credit is a delayed-draw term loan. Under this loan, our subsidiary may borrow funds, as needed up to $254.0 million. Principal payments of $4.5 million are made quarterly beginning six months after the completion date of the Mitchell facility. The quarterly principal payments will increase $1.0 million on the anniversary date and continue until the maturity date of December 31, 2029. Our subsidiary pays a 0.50% annual commitment fee on any funds not borrowed. The principal balance outstanding on the delayed-draw term loan was $221.5 million and $18.7 million as of December 31, 2025 and 2024, respectively. Under this loan, $32.5 million was available to be borrowed as of December 31, 2025.

The fourth line of credit is another revolving term loan. Under this loan, our subsidiary may borrow funds, as needed, up to the credit line maximum, or $40.0 million, and then pay down the principal whenever excess cash is available. Repaid amounts may be borrowed up to the available credit line until the credit line’s maturity on

December 31, 2029 at which time a balloon payment for the remaining balance is due. Our subsidiary pays a 0.50% annual commitment fee on any funds not borrowed. The principal balance outstanding on the revolving term loan was $— as of December 31, 2025 and 2024. Under this loan, $40.0 million was available to be borrowed as of December 31, 2025.

The last credit line is a revolving working capital (seasonal) loan. The primary purpose of this loan is to finance the operating needs of the Mitchell facility. Our subsidiary may borrow up to $85.0 million until the loan's maturity on September 1, 2026. A 0.20% annual commitment fee is paid on any funds not borrowed; however, we have the option to reduce the credit line during any given commitment period listed in the credit agreement to avoid the commitment fee. The principal balance outstanding on this credit line was $27.4 million and $— at December 31, 2025 and 2024, respectively. Under this loan, $57.6 million of additional funds were available for borrowing as of December 31, 2025.

The revolving, seasonal and delayed-draw loans with CoBank are set up with a variable rate option. The variable rate is set daily by CoBank. We also have a fixed rate option on all five loans, allowing us to fix rates for any period between one day and the entire commitment period. The annual interest rate on the loans was between 5.91% and 7.11% as of December 31, 2025. We were in compliance with all covenants and conditions under the loans as of December 31, 2025.

Effective March 2025, the State of South Dakota Department of Transportation agreed to loan the Davison Regional Railroad Authority $12.6 million for purposes of making improvements to the railway infrastructure at the Mitchell facility. In consideration of this secured loan, we agreed to provide a guarantee to the State of South Dakota Department of Transportation for the full amount of the loan, plus 2% interest. This guarantee was converted into a direct obligation of ours in May 2025, when we received the entire loan proceeds and assumed responsibility for paying the annual principal and interest payments. Beginning in October 2026, we will make annual principal and interest payments of $987,500. These payments will continue through October 1, 2032, at which time a final balloon payment will be due for the remaining unpaid principal and any accrued interest.

Capital Expenditures

We made a total of $202.2 million in capital expenditures on various property and equipment in 2025 compared to approximately $175.7 million in 2024. Significant purchases of property and equipment were made for the construction and development of the Mitchell facility, which was completed and commenced operations during the fourth quarter of 2025. Additional purchases were made to enhance the quality and efficiency of our Volga and Miller facilities. We anticipate spending approximately $28.2 million in capital purchases and improvements in 2026, which will be financed from our revolving term loan and cash flows from operating activities.

Off Balance Sheet Financing Arrangements

We do not utilize variable interest entities or other off-balance sheet financial arrangements.

Contractual Obligations

The following table shows our contractual obligations for the periods presented:


	Payment due by period
CONTRACTUAL OBLIGATIONS	Total		Less than 1 year		1-3 years		3-5 years		More than 5 years
Long-Term Debt Obligations (1)	$	310,242,000	$	17,962,000	$	76,937,000	$	206,135,000	$	9,208,000

Operating Lease Obligations	104,437,000		11,670,000		21,700,000		20,821,000		50,246,000

Total	$	414,679,000	$	29,632,000	$	98,637,000	$	226,956,000	$	59,454,000

(1)Represents principal and interest payments on our notes payable, which are included on our Consolidated Balance Sheets.

Recent Accounting Pronouncements

See Note 1 - Principal Activity and Significant Accounting Policies, of our audited consolidated financial statements for a discussion on the impact, if any, of the recently pronounced accounting standards.

CRITICAL ACCOUNTING POLICIES AND ESTIMATES

Preparation of our consolidated financial statements requires estimates and judgments to be made that affect the amounts of assets, liabilities, revenues and expenses reported. Such decisions include the selection of the appropriate accounting principles to be applied and the assumptions on which to base accounting estimates. We continually evaluate these estimates based on historical experience and other assumptions that we believe to be reasonable under the circumstances.

The difficulty in applying these policies arises from the assumptions, estimates, and judgments that have to be made currently about matters that are inherently uncertain, such as future economic conditions, operating results and valuations as well as management intentions. As the difficulty increases, the level of precision decreases, meaning that actual results can and probably will be different from those currently estimated.

Of the significant accounting policies described in the notes to the consolidated financial statements, we believe that the following may involve a higher degree of estimates, judgments, and complexity:

Commitments and Contingencies

Contingencies, by their nature relate to uncertainties that require management to exercise judgment both in assessing the likelihood that a liability has been incurred, as well as in estimating the amount of the potential expense. In conformity with accounting principles generally accepted in the U.S., we accrue an expense when it is probable that a liability has been incurred and the amount can be reasonably estimated.

Inventory Valuation

We account for our inventories at estimated market value. These inventories are agricultural commodities that are freely traded, have quoted market prices, may be sold without significant further processing, and have predictable and insignificant costs of disposal. We derive our estimates from local market prices determined by grain terminals in our area. Processed product price estimates are determined by the ending sales contract price as of the close of the final day of the period. This price is determined by the average closing price on the Chicago Board of Trade, net of the local basis, for the last two business days of the period and the first business day of the subsequent period. Changes in the market values of these inventories are recognized as a component of cost of goods sold.

Accounting for Derivative Instruments and Hedging Activities

We minimize the effects of changes in the price of agricultural commodities by using exchange-traded futures and options contracts to minimize our net positions in these inventories and contracts. We account for changes in market value on exchange-traded futures and option contracts at exchange prices and account for the changes in value of forward purchase and sales contracts at local market prices determined by grain terminals in the area. Changes in the market value of all these contracts are recognized in earnings as a component of cost of goods sold.

Revenue Recognition

We account for all of our revenues from contracts with customers under ASC 606, Revenue from Contracts with Customers.

We principally generate revenue from merchandising and transporting manufactured agricultural products used as ingredients in food, feed, energy and industrial products. Revenue is measured based on the consideration specified in the contract with a customer, and excludes any amounts collected on behalf of third parties (e.g. - taxes). We follow a policy of recognizing revenue at a single point in time when we satisfy our performance obligation by transferring control over a product to a customer. Control transfer typically occurs when goods are shipped from our facilities or at other predetermined control transfer points (for instance, destination terms). Shipping and handling costs related to contracts with customers for sale of goods are accounted for as a fulfillment

activity and are included in cost of revenues. Accordingly, amounts billed to customers for such costs are included as a component of revenues.

Item 7A. Quantitative and Qualitative Disclosure about Market Risk.

Commodities Risk & Risk Management. To reduce the price change risks associated with holding fixed price commodity positions, we generally take opposite and offsetting positions by entering into commodity futures contracts (either a straight or options futures contract) on a regulated commodity futures exchange, the Chicago Board of Trade. While hedging activities reduce the risk of loss from changing market prices, such activities also limit the gain potential which otherwise could result from these significant fluctuations in market prices. Our policy is generally to maintain a hedged position within limits, but we can be long or short at any time. Our profitability is primarily derived from margins on soybeans processed, not from hedging transactions. Our management does not anticipate that hedging activities will have a significant impact on our future operating results or liquidity. Hedging arrangements do not protect against nonperformance of a cash contract.

At any one time, our inventory and purchase contracts for delivery to our facility may be substantial. We have risk management policies and procedures that include net position limits. They are defined by commodity, and include both trader and management limits. This policy and procedure triggers a review by management when any trader is outside of position limits. The position limits are reviewed at least annually with the board of managers. We monitor current market conditions and may expand or reduce the limits in response to changes in those conditions.

An adverse change in market prices would not materially affect our profitability since we generally take opposite and offsetting positions by entering into commodity futures and forward contracts as economic hedges of price risk.

Foreign Currency Risk. We conduct essentially all of our business in U.S. dollars and have minimal direct risk regarding foreign currency fluctuations. Foreign currency fluctuations do, however, impact the ability of foreign buyers to purchase U.S. agricultural products and the competitiveness of and demand for U.S. agricultural products compared to the same products offered by foreign suppliers.

Interest Rate Risk. We manage exposure to interest rate changes by using variable rate loan agreements with fixed rate options. Long-term loan agreements can utilize the fixed option through maturity; however, the revolving ability to pay down and borrow back would be eliminated once the funds were fixed.

As of December 31, 2025, we had $12.6 million in fixed rate debt and $457.5 million in variable rate debt available to borrow. Interest rate changes impact the amount of our interest payments and, therefore, our future earnings and cash flows. Assuming other variables remain constant, a one percentage point (1%) increase in interest rates on our variable rate debt could have an estimated impact on profitability of approximately $4.6 million per year.

Item 8. Financial Statements and Supplementary Data.

Reference is made to the “Index to Consolidated Financial Statements” of South Dakota Soybean Processors, LLC located on the page immediately preceding page F-1 of this report, and consolidated financial statements and schedules for the years ended December 31, 2025, 2024 and 2023.

Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.

None.

Item 9A. Control and Procedures.

Evaluation of Disclosure Controls and Procedures. Our management, including our Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of our “disclosure controls and procedures” (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) as of the end of the period covered by this report. Based on this evaluation, our management has concluded that our disclosure controls and procedures are effective to ensure that information required to be disclosed by us in reports that we file or submit under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported

within the time periods specified in Securities and Exchange Commission rules and forms. Additionally, based on management’s evaluation, our disclosure controls and procedures were effective in ensuring that information required to be disclosed in our Exchange Act reports is accumulated and communicated to our management to allow timely decisions regarding required disclosures.

Management’s Report on Internal Control over Financial Reporting. Our management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rule 13a-15(f) of the Securities Exchange Act of 1934. Our internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of consolidated financial statements for external purposes in accordance with generally accepted accounting principles. Our internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of assets; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of consolidated financial statements in accordance with U.S. generally accepted accounting principles, and that our receipts and expenditures are being made only in accordance with authorizations of our management and directors; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisitions, use, or disposition of our assets that could have a material effect on the consolidated financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

As of December 31, 2025, our management conducted an assessment of the effectiveness of our internal control over financial reporting based on the criteria set forth in Internal Control- Integrated Framework, issued by the Committee of Sponsoring Organizations of the Treadway Commission in 2013. Based on this assessment using those criteria, management concluded that, as of December 31, 2025, our internal control over financial reporting is effective. Our management reviewed the results of their assessment with the Audit Committee.

This Annual Report does not include a report of our registered public accounting firm regarding internal control over financial reporting. Our internal control over financial reporting was not subject to an audit report by our registered public accounting firm pursuant to the rules of the Commission that permit us to provide only management’s report in this report.

Changes in Internal Control over Financial Reporting. There was no change in our internal control over financial reporting that occurred during the quarter ended December 31, 2025 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.


			/s/ Thomas Kersting
			Thomas Kersting, Chief Executive Officer
			(Principal Executive Officer)


			/s/ Mark Hyde
			Mark Hyde, Chief Financial Officer
			(Principal Financial Officer)

Item 9B. Other Information.

During the quarter ended December 31, 2025, none of our directors (managers) or executive officers adopted or terminated a Rule 10b5-1 trading plan or a non-Rule 10b5-1 trading arrangement (as defined in Item 408(c) of Regulation S-K).

Item 9C. Disclosure Regarding Foreign Jurisdiction that Prevent Inspection.

Not applicable.

PART III

Pursuant to General Instructions G(3), we omit Part III, Items 10, 11, 12, 13, and 14, and incorporate such items by reference to an amendment to this Annual Report on Form 10-K or to a Definitive Proxy Statement to be filed with the Commission within 120 days after the close of the fiscal year covered by this Report (December 31, 2025).

Part IV

Item 15. Exhibits, Financial Statement Schedules.

The following exhibits and consolidated financial statements are filed as part of, or are incorporated by reference into, this report:

(a)(1) Financial Statements — Reference is made to the “Index to Consolidated Financial Statements” of South Dakota Soybean Processors, LLC located on the page immediately preceding page F-1 of this report for a list of the consolidated financial statements for the year ended December 31, 2025. The consolidated financial statements appear on page F-2 of this Report.

(2) All supplemental schedules are omitted because of the absence of conditions under which they are required or because the information is shown in the Consolidated Financial Statements or notes thereto.

(3) Exhibits - Exhibits required to be filed by Item 601 of Regulation S-K are set forth in the Exhibit Index accompanying this Annual Report on Form 10-K and are incorporated herein by reference.


Exhibit Number						Description
3.1(i)						Articles of Organization
3.1(ii)						Operating Agreement, as amended and restated
3.1(iii)						Articles of Amendment to Articles of Organization
4.1						Form of Class A Unit Certificate
10.1						Credit Agreement with CoBank dated December 28, 2016
10.2						Amendment to Credit Agreement with CoBank dated September 20, 2023
10.3						Amended and Restated Credit Agreement with CoBank dated March 17, 2025
10.4						Amendment to Credit Agreement with CoBank dated November 24, 202 5 (*)
10.5						Monitored Revolving Credit Supplement dated December 28, 2016
10.6						Amended and Restated Revolving Credit Promissory Note dated March 3, 2023
10.7						Amended and Restated Revolving Credit Promissory Note dated March 17, 2025
10.8						A mended and Restated Rev olving Credit Promissory Note dated November 24, 202 5 (*)
10.9						Amended and Restated Revolving Term Promissory Note dated September 20, 2023
10.10						Amended and Restated Revolving Term Promissory Note dated March 17, 2025
10.11						Multiple Advance Term Promissory Note with CoBank dated September 20, 2023
10.12						Thomas Kersting Amended Employment Agreement dated January 1, 2026
10.13						Mark Hyde Employment Agreement dated March 21, 2017
10.14						SDSP Parent Guarantee dated September 7, 2023
10.15						Insider Trading Policy
21.1						Subsidiaries of the Compan y (*)
31.1						Rule 13a-14(a)/15d-14(a) Certification by Chief Executive Officer (*)
31.2						Rule 13a-14(a)/15d-14(a) Certification by Chief Financial Officer (*)
32.1						Section 1350 Certification by Chief Executive Officer (*)
32.2						Section 1350 Certification by Chief Financial Officer (*)

____________________________________________________________________________

(*) Filed herewith.

Item 16. Form 10-K Summary.

None.

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized:


			SOUTH DAKOTA SOYBEAN PROCESSORS, LLC

Dated:	March 30, 2026	By	/s/ Thomas Kersting
			Thomas Kersting, Chief Executive Officer
			(Principal Executive Officer)

Dated:	March 30, 2026	By	/s/ Mark Hyde
			Mark Hyde, Chief Financial Officer
			(Principal Financial Officer)

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.


Dated:	March 30, 2026	By	/s/ Thomas Kersting
			Thomas Kersting, Chief Executive Officer
			(Principal Executive Officer)

Dated:	March 30, 2026	By	/s/ Mark Hyde
			Mark Hyde
			Chief Financial Officer (Principal Financial Officer)

Dated:	March 30, 2026	By	/s/ Lewis Bainbridge
			Lewis Bainbridge, Manager

Dated:	March 30, 2026	By	/s/ Mark Brown
			Mark Brown, Manager

Dated:	March 30, 2026	By	/s/ Spencer Enninga
			Spencer Enninga, Manager

Dated:	March 30, 2026	By	/s/ Gary Goplen
			Gary Goplen, Manager

Dated:	March 30, 2026	By	/s/ Brandon Hope
			Brandon Hope, Manager

Dated:	March 30, 2026	By	'/s/ Alex Johnson
			Alex Johnson, Manager



Dated:	March 30, 2026	By	'/s/ Michael Reiner
			Michael Reiner, Manager

Dated:	March 30, 2026	By	/s/ Doyle Renaas
			Doyle Renaas, Manager

Dated:	March 30, 2026	By	/s/ Craig Weber
			Craig Weber, Manager

South Dakota Soybean Processors, LLC

Consolidated Financial Statements

December 31, 2025, 2024, and 2023

SOUTH DAKOTA SOYBEAN PROCESSORS, LLC

Index to Consolidated Financial Statements


			Page

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM (PCAOB ID 286)			F-3

CONSOLIDATED FINANCIAL STATEMENTS
Consolidated Balance Sheets			F-5
Consolidated Statements of Operations			F-6
Consolidated Statements of Changes in Members’ Equity			F-7
Consolidated Statements of Cash Flows			F-8
Notes to Consolidated Financial Statements			F-9


REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Board of Managers and Members

South Dakota Soybean Processors, LLC

Volga, South Dakota

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheets of South Dakota Soybean Processors, LLC (the "Company") as of December 31, 2025 and 2024, and the related consolidated statements of operations, changes in members’ equity, and cash flows, for the years ended December 31, 2025, 2024, and 2023, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of South Dakota Soybean Processors, LLC as of December 31, 2025 and 2024, and the results of its operations and its cash flows for the years ended December 31, 2025, 2024 and 2023, in conformity with accounting principles generally accepted in the United States of America.

Basis for Opinion

These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) ("PCAOB") and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

Our audits included performing procedures to assess the risk of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

Critical Audit Matters

The critical audit matter communicated below is a matter arising from the current period audit of the financial statements that was communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the financial statements and (2) involved especially challenging, subjective or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

Inventory Basis Adjustment

As discussed in Notes 1 and 10 in the accompanying financial statements, the fair value measurements for inventories carried at market value, which approximates net realizable value, are based on exchange-quoted prices adjusted for differences in local markets and/or quality, referred to as basis adjustments. Fair values for sales contracts are adjusted for location and quality differences (basis adjustments) because the exchange-quoted prices represent contracts that have standardized terms for commodity, quantity, future delivery period, delivery location,

and commodity quality or grade. The reported fair value as of December 31, 2025 for inventories was $131,760,675.

We identified the Inventory Basis Adjustment as a critical audit matter. Auditing these complex judgments and assumptions involves especially challenging auditor judgment due to the nature and extent of audit evidence and effort required to address these matters.

The primary procedures we performed to address this critical audit matter included:

•Gaining an understanding of management's process, controls, and methodology to develop the estimated fair values, including controls related to the identification and reasonableness of key assumptions and accuracy and completeness of the underlying data used in the determination of fair value.

•Testing and evaluation of management's process and methodology for determining and developing the estimated fair values of inventories carried at market value through evaluating (i) the reasonableness of the significant assumptions used by management including comparison of quoted commodity pricing to local and regional market conditions (ii) the historical adjustments to inventory balances as compared to the current year’s adjustment, and (iii) the completeness and accuracy of the underlying data supporting the basis adjustments.

•Evaluating whether the assumptions used were reasonable by considering comparable basis adjustments used by management to local grain elevators and recent trade prices, including recently executed transactions, and whether such assumptions were consistent with evidence obtained in other areas of the audit.

•Evaluating the adequacy of the consolidated financial statement disclosure related to the estimated fair value of inventories carried at market value.

/s/ Eide Bailly LLP

We have served as the Company’s auditor since 2001 (such date incorporates the acquisition of certain assets of Gordon, Hughes & Banks, LLP by Eide Bailly LLP in 2008).

Denver. Colorado

March 30, 2026

South Dakota Soybean Processors, LLC

Consolidated Balance Sheets

December 31, 2025 and 2024

___________________________________________________________________________________________________________________


	2025		2024
Assets
Current assets
Cash and cash equivalents	$	8,352,627	$	39,594,084
Trade accounts receivable	29,285,341		29,771,609
Inventories	132,834,755		45,078,676
Commodity derivative instruments	9,866,657		9,600,761
Prepaid expenses	3,377,296		2,976,524
Total current assets	183,716,676		127,021,654

Property and equipment	638,123,619		435,335,629
Less accumulated depreciation	(84,732,372)		(75,554,375)
Total property and equipment, net	553,391,247		359,781,254

Other assets
Investments	19,156,025		18,605,021
Right-of-use lease asset, net	85,535,599		35,829,689
Other assets	982,687		656,000
Total other assets	105,674,311		55,090,710

Total assets	$	842,782,234	$	541,893,618

Liabilities and Members' Equity
Current liabilities
Excess of outstanding checks over bank balance	$	18,713,458	$	12,972,629
Note payable - seasonal loans	27,372,787		—
Current maturities of long-term debt	646,064		9,000,000
Accounts payable	3,157,382		3,979,895
Accrued commodity purchases	73,331,567		54,412,561
Commodity derivative instruments	4,968,237		3,500,672
Current portion - operating leases	8,025,011		3,512,822
Accrued expenses	8,009,698		4,623,969
Contract liabilities	14,114,940		10,524,222
Total current liabilities	158,339,144		102,526,770

Long-term liabilities
Long-term debt, net	251,142,632		57,673,180
Long-term operating lease liabilities	75,310,587		29,881,151
Other long-term liabilities	16,762,860		15,855,793
Total long-term liabilities	343,216,079		103,410,124

Commitments and contingencies (Notes 4, 5, 6, & 12)

Members' equity (30,411,500 units issued and outstanding)	188,342,694		178,279,321
Non-controlling interests in consolidated entities	152,884,317		157,677,403
Total members' equity	341,227,011		335,956,724

Total liabilities and members' equity	$	842,782,234	$	541,893,618

The accompanying notes are an integral part of these consolidated financial statements.

South Dakota Soybean Processors, LLC

Consolidated Statements of Operations

For the Years Ended December 31, 2025, 2024, and 2023

___________________________________________________________________________________________________________________


	2025		2024		2023

Revenues	$	503,815,120	$	554,419,770	$	703,148,409

Cost of revenues:
Cost of product sold	369,879,654		436,337,299		535,807,382
Production	54,948,023		40,312,307		41,344,244
Freight and rail	54,289,367		48,381,601		47,580,715
Total cost of revenues	479,117,044		525,031,207		624,732,341

Gross profit	24,698,076		29,388,563		78,416,068

Operating expenses:
Administration	7,244,566		6,054,341		6,487,573
Operating income	17,453,510		23,334,222		71,928,495

Other income (expense):
Interest expense	(6,093,718)		(6,419,829)		(2,837,555)
Other non-operating income (expense)	733,793		4,418,292		1,325,238
Patronage dividend income	848,975		429,888		693,047
Total other income (expense)	(4,510,950)		(1,571,649)		(819,270)

Net income	12,942,560		21,762,573		71,109,225

Net income (loss) attributable to non-controlling interests in consolidating entities	(4,793,086)		1,442,756		659,647
Net income attributable to Company	$	17,735,646	$	20,319,817	$	70,449,578

Basic and diluted earnings per capital unit	$	0.58	$	0.67	$	2.32

Weighted average number of capital units outstanding for calculation of basic and diluted earnings per capital unit	30,411,500		30,411,500		30,411,500

The accompanying notes are an integral part of these consolidated financial statements.

South Dakota Soybean Processors, LLC

Consolidated Statements of Changes in Members’ Equity

For the Years Ended December 31, 2025, 2024, and 2023

___________________________________________________________________________________________________________________


	Class A Units			Non-controlling		Total
	Units	Amount		Interests		Equity

Balances, January 1, 2022	30,411,500	$	163,538,676	$	—	$	163,538,676

Net income	—	70,449,578		659,647		71,109,225

Issuance of units in consolidated entities	—	—		98,077,500		98,077,500



Distribution to members	—	(36,493,800)		—		(36,493,800)

Balances, December 31, 2023	30,411,500	197,494,454		98,737,147		296,231,601

Net income	—	20,319,817		1,442,756		21,762,573

Issuance of units in consolidated entities	—	—		57,500,000		57,500,000

Redemption of units in consolidated entities	—	—		(2,500)		(2,500)

Distribution to members	—	(39,534,950)		—		(39,534,950)

Balances, December 31, 2024	30,411,500	178,279,321		157,677,403		335,956,724

Net income	—	17,735,646		(4,793,086)		12,942,560



Distributions to members	—	(7,672,273)		—		(7,672,273)



Balances, December 31, 2025	30,411,500	$	188,342,694	$	152,884,317	$	341,227,011

The accompanying notes are an integral part of these consolidated financial statements.

South Dakota Soybean Processors, LLC

Consolidated Statements of Cash Flows

For the Years Ended December 31, 2025, 2024, and 2023

___________________________________________________________________________________________________________________


	2025		2024		2023
Operating activities
Net income	$	12,942,560	$	21,762,573	$	71,109,225
Adjustments to reconcile net income to net cash provided by (used in) operating activities:
Depreciation and amortization	9,840,563		6,521,980		5,834,248
Net (gain) loss recognized on derivative instruments	(6,998,996)		1,065,204		(24,864,543)
Loss (gain) on sale of property and equipment	(113,575)		68,659		152,085

Non-cash patronage dividends	(184,891)		(59,702)		(32,313)
Change in current operating assets and liabilities	(54,404,542)		29,036,548		76,691,589
Net cash provided by (used in) operating activities	(38,918,881)		58,395,262		128,890,291

Investing activities


Increase in other assets	(326,685)		(319,500)		(240,250)
Proceeds from sales of property and equipment	117,000		14,573		293,903
Purchase of property and equipment	(202,159,959)		(175,696,571)		(104,268,256)
Net cash used in investing activities	(202,369,644)		(176,001,498)		(104,214,603)

Financing activities
Change in excess of outstanding checks over bank balances	5,740,829		(2,755,630)		(2,775,992)
Net (payments) proceeds from seasonal borrowings	27,372,787		—		(138,165)
Proceeds from issuance of capital units	—		57,497,500		98,077,500
Distributions paid to members	(7,672,273)		(39,534,950)		(36,493,800)
Payments for debt issuance costs	(15,973)		(132,071)		(2,452,250)
Proceeds from long-term debt	215,423,320		69,215,135		22,706,726
Principal payments on long-term debt	(30,801,622)		—		(31,556,070)
Net cash provided by financing activities	210,047,068		84,289,984		47,367,949

Net change in cash and cash equivalents	(31,241,457)		(33,316,252)		72,043,637

Cash and cash equivalents, beginning of year	39,594,084		72,910,336		866,699

Cash and cash equivalents, end of year	$	8,352,627	$	39,594,084	$	72,910,336

Supplemental disclosures of cash flow information
Cash paid during the year for:
Interest, net of capitalized interest	$	4,292,434	$	5,946,675	$	2,136,804


Noncash investing and financing activities:
Soybean meal contributed as investment	$	366,112	$	3,170,307	$	1,436,420

Property and equipment included in accounts payable and other long-term liabilities	$	16,503,930	$	15,719,699	$	—

The accompanying notes are an integral part of these consolidated financial statements.

South Dakota Soybean Processors, LLC

Notes to the Consolidated Financial Statements

___________________________________________________________________________________________________________________

Note 1 - Principal Activity and Significant Accounting Policies

Organization

South Dakota Soybean Processors, LLC (the “Company” or “LLC”) processes and sells soybean products, such as soybean meal and hulls, as well as soybean oil and oil byproducts. The Company’s principal operations are conducted at its processing facilities located in Volga, Miller, and Mitchell South Dakota.

Effective September 30, 2023, the Company began consolidating the financial accounts of High Plains Processing, LLC, HPP SD Holdings, LLC, and High Plains Partners, LLC—entities that were previously unconsolidated—into its financial statements. This consolidation followed the Company’s management agreement with the new processing facility and its ability to appoint a majority of the board members for each entity.

During the fourth quarter of 2025, the Company completed construction of its Mitchell, South Dakota processing facility and commenced operations. Completion of the Mitchell facility materially increased the Company’s soybean processing capacity, approximately doubling total production capacity. While the facility generated revenues during the fourth quarter of 2025, such revenues were limited and subject to uncertainty as the facility continues to ramp up and the Company evaluates operational performance.

The accompanying consolidated financial statements include the accounts of the Company and its controlled subsidiaries, High Plains Partners, LLC, HPP SD Holdings, LLC, and High Plains Processing, LLC. All significant intercompany accounts and transactions have been eliminated in consolidation.

Cash and cash equivalents

The Company considers all highly liquid investment instruments with original maturities of three months or less at the time of acquisition to be cash equivalents. These cash balances regularly exceed amounts insured by the Federal Deposit Insurance Corporation; however, the Company does not believe it is exposed to any significant credit risk on these balances.

Cash flow

The Company maintains a revolving line of credit that functions as a sweep account. Borrowings and repayments occur on a daily basis to manage cash balances efficiently and minimize interest expense. The activity is presented on a net basis in the statement of cash flows due to the short-term nature and frequency of the transactions, consistent with the Company’s cash management practices.

Receivables and Credit Policies

Trade accounts receivable are presented at original invoice amount, net of the allowance for credit losses. Trade accounts receivable are uncollateralized customer obligations due under normal trade terms generally requiring payment within fifteen to thirty days from the invoice date. Accounts receivable are considered past due when payments are not received on a timely basis in accordance with the Company’s credit terms. Payments of accounts receivable are allocated to the specific invoices identified on the customer's remittance advice or, if unspecified, are applied to the earliest unpaid invoices. The Company's accounts receivable as of January 1, 2024 was $43,548,706.

The carrying amount of trade receivables is reduced by an allowance for credit loss that reflects management's best estimate of the amounts that will not be collected. Management regularly reviews trade receivable balances and based on an assessment of current creditworthiness and historical write-off experience, adjusted for various industry and regional data and current expectations of future credit losses, estimates the portion, if any, of the balance that will not be collected. Recoveries of trade receivables previously written off are recognized when received. The valuation allowance was determined to be immaterial as of December 31, 2025 and 2024.

South Dakota Soybean Processors, LLC

Notes to the Consolidated Financial Statements

___________________________________________________________________________________________________________________

Inventories and commodity derivative instruments

The Company’s operating results can be impacted by fluctuations in commodity prices. When the Company enters into commodity purchase or sales commitments, it is exposed to risks related to price changes, as well as performance factors such as delivery, quality, quantity, and shipment timing. If market prices decrease, the Company may face losses on the market value of inventory and purchase contracts with fixed or partially fixed prices. To manage this risk, the Company uses futures and options contracts through regulated commodity exchanges as part of its trading strategy, typically taking offsetting positions to mitigate the risk.

The Company also uses interest rate swaps, caps, and floors through regulated commodity exchanges to manage the risk of loss from potential increases in interest rates on variable-rate debt. Unrealized gains and losses on these instruments are recognized in earnings immediately.

All of the Company’s derivatives are classified as non-hedge derivatives. While these instruments may serve as effective economic hedges for specific risks, they are not designated as, nor accounted for as, hedging instruments.

Commodity derivative transactions, as well as finished goods (soybean meal, oil, refined oil, and hulls) and raw materials (soybeans), are valued at estimated market value, which approximates net realizable value based on their commodity characteristics, widely available markets, and pricing mechanisms. These inventories and commodity derivative instruments are priced in active markets, can be sold without significant further processing, and have predictable and minimal disposal costs. Changes in the fair values of these inventories and commodity derivative instruments are recognized in earnings as part of the cost of products sold in the consolidated statements of operations. This accounting policy is consistent with the guidelines outlined in the Financial Accounting Standards Board (FASB) Accounting Standards Codification (ASC) 905, Agriculture (formerly AICPA Statement of Position No. 85-3, Accounting by Agricultural Producers and Agricultural Cooperatives). Supplies and other inventories are stated at the lower of cost or net realizable value.

Investments

The Company measures its equity investments at cost less any impairment plus or minus observable price changes in orderly transactions since these investments do not have readily determinable fair values and the Company does not have significant influence over the invested.

The Company invested $0 in cash and an additional $366,112, $3,170,307 and $1,436,420 of soybean meal in 2025, 2024, and 2023 respectively, for use in the investees’ operations.

Investments in cooperatives are recorded in a manner similar to equity investments without readily determinable fair values, cost plus the amount of patronage earnings allocated to the Company, less any cash distributions received.

Property and equipment

Property and equipment is stated at cost. Expenditures for renewals and improvements that significantly add to the productive capacity or extend the useful life of an asset are capitalized. Expenditures for maintenance and repairs are charged to expense when incurred. When depreciable properties are sold or retired, the cost and accumulated depreciation are eliminated from the accounts and the resultant gain or loss is reflected in income.

Depreciation is provided for over the estimated useful lives of the individual assets using the straight-line method. The range of the estimated useful lives used in the computation of depreciation is as follows:


Building and improvements			5-39 years
Equipment and furnishings			3-39 years
Railcars			50 years

As of December 31, 2025 and 2024, the Company has approximately $16.5 million and $15.7 million, respectively, in payables related to the construction of the facility in Mitchell, South Dakota. These construction payables are classified as non-current liabilities due to management's intent and ability to settle these liabilities using the Company’s long-term credit facilities. The project was completed during the fourth quarter of 2025. Following the

South Dakota Soybean Processors, LLC

Notes to the Consolidated Financial Statements

___________________________________________________________________________________________________________________

completion of required testing activities to confirm that the assets met applicable product specifications, the Company placed the related property and equipment into service in December 2025.

The Company capitalized interest on major construction projects in progress of approximately $9.3 million, $0.1 million, and $0 for the years ending December 31, 2025, 2024 and 2023, respectively. Upon placing the project into service, the Company ceased capitalizing interest costs related to the project.

The Company reviews its long-lived assets for impairment whenever events indicate that the carrying amount of an asset group may not be recoverable. If impairment indicators are present and the undiscounted future cash flows is less than the carrying amount of the asset group, values are reduced to the estimated fair value of those assets. The Company did not recognize any impairment on property and equipment during the years ended December 31, 2025, 2024, and 2023.

Leases

The Company accounts for leases in accordance with ASC Section 842, Leases ("ASC 842"), which requires lessees to recognize the following at the commencement date for all leases (except short-term leases): (1) a lease liability, representing the lessee’s obligation to make lease payments, measured using a discounted cash flow approach; and (2) a “right of use” asset, which reflects the lessee’s right to use the specified asset for the lease term. For additional details, refer to Note 6.

Accrued commodity purchases

Accrued commodity purchases refer to commodities for which the Company has taken ownership and possession, but the final purchase price has not yet been fully determined. If the futures and basis components remain unpriced, this is classified as a delayed price payable. If the futures component is unpriced but the basis has been set, it is referred to as a basis payable. The unpriced portion of these payables is subject to changes in the fair value of the underlying commodity, which is based on quoted prices on commodity exchanges (or basis levels).

Debt issuance costs

Debt issuance costs represent the expenses incurred to secure debt financing, including all related fees. These costs are amortized as interest expense over the duration of the associated financing, using the straight-line method, which is an approximation of the effective interest rate method. The amortization of these deferred financing costs is included in interest expense in the consolidated statements of operations. As of December 31, 2025, unamortized deferred financing costs were approximately $2.0 million, recorded as a reduction of long-term debt in the consolidated balance sheets. As of December 31, 2024, unamortized deferred financing costs of approximately $2.5 million, were recorded as prepaid expenses and other assets on the consolidated balance sheets, due to the absence of outstanding long-term debt at that time.

Use of estimates

The preparation of the accompanying consolidated financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the consolidated financial statements and reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

Revenue

The Company accounts for all of its revenues from contracts with customers under ASC 606, Revenue from Contracts with Customers.

The Company principally generates revenue from merchandising and transporting manufactured agricultural products used as ingredients in food, feed, energy and industrial products. Revenue is measured based on the consideration specified in the contract with a customer, and excludes any amounts collected on behalf of third parties (e.g. - taxes). The Company follows a policy of recognizing revenue at a single point in time when it satisfies its performance obligation by transferring control over a product to a customer. Control transfer typically occurs when goods are shipped from our facilities or at other predetermined control transfer points (for instance,

South Dakota Soybean Processors, LLC

Notes to the Consolidated Financial Statements

___________________________________________________________________________________________________________________

destination terms). Shipping and handling costs related to contracts with customers for sale of goods are accounted for as a fulfillment activity and are included in cost of revenues. Accordingly, amounts billed to customers for such costs are included as a component of revenues.

Contract liabilities

Contract liabilities relate to advance payments from customers for goods and services the Company has yet to provide. These customer prepayments totaled $14,114,940 and $10,524,222 as of December 31, 2025 and 2024, respectively. The Company recognized $10,515,355 of the $10,524,222 balance as of December 31, 2024 as revenue during the year ended December 31, 2025. The Company recognized $667,558 of the $737,503 balance as of December 31, 2023 as revenue during the year ended December 31, 2024.

Disaggregation of Revenues

The following table presents a disaggregation of revenue from contracts with customers for the years ended December 31, 2025, 2024, and 2023, by product type:


	2025		2024		2023

Soybean meal and hulls	$	295,753,106	$	311,671,305	$	374,038,170
Soybean oil and oil byproducts	208,062,014		242,748,465		329,110,239

Totals	$	503,815,120	$	554,419,770	$	703,148,409

Revenue by geographic area for the years ended December 31, 2025, 2024, and 2023 are as follows:


	2025		2024		2023
United States	$	439,550,384	$	451,737,947	$	564,558,539
Canada	64,264,736		102,681,823		138,589,870

Totals	$	503,815,120	$	554,419,770	$	703,148,409

Advertising costs

Advertising and promotion costs are expensed as incurred. The Company incurred $113,000, $65,000, and $115,000, of advertising costs in the years ended December 31, 2025, 2024, and 2023, respectively.

Environmental remediation

It is management’s opinion that the amount of any potential environmental remediation costs will not be material to the Company’s financial condition, results of operations, or cash flows; therefore, no accrual has been recorded.

Earnings per capital unit

Earnings per capital unit are calculated based on the weighted average number of capital units outstanding. The Company has no other capital units or other member equity instruments that are dilutive for purposes of calculating earnings per capital unit.

Income taxes

As a limited liability company, the Company’s taxable income or loss is allocated to members in accordance with their respective percentage ownership. Therefore, no provision or liability for income taxes has been included in the consolidated financial statements.

The Company files income tax returns in the U.S. federal jurisdiction and various state jurisdictions. Management has evaluated the Company's tax positions under the Financial Accounting Standards Board issued guidance on

South Dakota Soybean Processors, LLC

Notes to the Consolidated Financial Statements

___________________________________________________________________________________________________________________

accounting for uncertainty in income taxes and concluded that the Company had taken no uncertain tax positions that require adjustment to the financial statements to comply with the provisions of this guidance. Generally, the Company is no longer subject to income tax examinations by the U.S. federal, state or local authorities beyond three years for jurisdictions in which they file. The Company will recognize future accrued interest and penalties related to unrecognized tax benefits in income tax expense if incurred.

Segment Reporting

Operating segments are defined as parts of an organization for which distinct financial information is available and regularly reviewed by the chief operating decision maker (CODM) or the decision-making group to guide resource allocation and performance assessment. The Company has identified one reportable business segment: the production and marketing of meal and oil derived from the grain production process. The CODM, which is the Company's Chief Executive Officer, evaluates the overall financial performance of the Company when making operational decisions. Net income is used by the CODM to assess returns on segment assets and to determine whether profits should be reinvested into the segment, directed to other areas of the business (such as acquisitions), or distributed as dividends. Additionally, net income serves as a tool for monitoring budgeted versus actual results. The CODM also leverages net income for competitive analysis, comparing the Company’s performance to that of its competitors. Both the competitive analysis and the budget monitoring process are critical for evaluating segment performance and setting management compensation.

Recent accounting pronouncements

In November 2024, the FASB issued ASU 2024-03, Income Statement – Reporting Comprehensive Income – Expense Disaggregation Disclosures (Subtopic 220-40), which provides for more detailed information about the types of expenses aggregated in common expense captions in the statement of operations. ASU 2024-03 is effective for the Company for the year ended December 31, 2027, with early adoption permitted. The Company is currently evaluating the impact of this ASU.

Note 2 - Inventories

The Company’s inventories consist of the following as of December 31:


	2025		2024
Finished goods	$	89,412,508	$	27,477,041
Raw materials	42,348,166		17,090,010
Supplies & other inventories	1,074,081		511,625

Totals	$	132,834,755	$	45,078,676

South Dakota Soybean Processors, LLC

Notes to the Consolidated Financial Statements

___________________________________________________________________________________________________________________

Note 3 - Property and Equipment

The following is a summary of property and equipment at December 31:


	2025						2024
	Cost		Accumulated Depreciation		Net		Net
Land	$	5,608,287	$	—	$	5,608,287	$	516,326
Land improvements	24,458,333		(1,636,288)		22,822,045		1,364,197
Buildings and improvements	147,137,752		(13,919,996)		133,217,756		22,531,217
Machinery and equipment	445,558,620		(66,620,718)		378,937,902		51,949,033
Railroad cars	10,411,185		(1,097,950)		9,313,235		9,521,459
Company vehicles	378,458		(172,651)		205,807		143,184
Furniture and fixtures	2,046,444		(1,284,769)		761,675		719,557
Construction in progress	2,524,540		—		2,524,540		273,036,281

Totals	$	638,123,619	$	(84,732,372)	$	553,391,247	$	359,781,254

Depreciation of property and equipment amounts to $9,330,772, $6,521,980, and $5,830,587 for the years ended December 31, 2025, 2024, and 2023, respectively.

Note 4 - Notes Payable - Seasonal Loan

The Company maintains a revolving credit agreement with a lending institution which expires on December 1, 2026. The purpose of the credit agreement is to finance the operating needs of the Company. Under this agreement, the Company could borrow up to $20 million, and advances on the revolving credit agreement are secured. Interest accrues at a variable rate (5.91% at December 31, 2025). The Company pays a 0.20% annual commitment fee on any funds not borrowed. There were no advances outstanding at December 31, 2025 and 2024. The remaining available funds to borrow under the terms of the revolving credit agreement were $20.0 million as of December 31, 2025.

The Company maintains a separate revolving seasonal credit facility that expires on September 1, 2026. The purpose of the credit agreement is to finance the operating needs of a subsidiary. Under this agreement, the Company could borrow up to $85.0 million, and advances on the revolving credit agreement are secured. Interest accrues at a variable rate (6.81% at December 31, 2025). The Company pays a 0.20% annual commitment fee on any funds not borrowed. There were $27.4 million and $0 advances outstanding at December 31, 2025 and 2024, respectively. The remaining available funds to borrow under the terms of the revolving credit agreement were approximately $57.6 million as of December 31, 2025.

Note 5 - Long-Term Debt

The following is a summary of the Company's long-term debt at December 31:


	2025		2024
Revolving term loans	$	19,698,378	$	50,500,000
Delayed-draw term loan	221,538,454		18,715,135
Promissory note	12,600,000		—
	253,836,832		69,215,135
Less current maturities	(646,064)		(9,000,000)
Less unamortized debt issuance costs	(2,048,136)		(2,541,955)

Totals	$	251,142,632	$	57,673,180

South Dakota Soybean Processors, LLC

Notes to the Consolidated Financial Statements

___________________________________________________________________________________________________________________

The Company has a credit agreement with a lending institution that includes a revolving term loan and a seasonal loan. The credit agreements are secured by substantially all business assets of Company.

The revolving term loan provides for a maximum borrowing of $65.0 million, and the amount available for borrowing on the revolving term loan will decrease by $3.25 million every six months until the loan's maturity date of March 20, 2030. Interest accrues under the agreement at a rate equal to (i) the daily Secured Overnight Financing Rate, plus (ii) a specified applicable margin. The interest rate as of December 31, 2025 was 6.21%. The Company pays a 0.40% annual commitment fee on any funds not borrowed. There were $19.7 million and $50.5 million outstanding at December 31, 2025 and 2024, respectively. There were approximately $38.8 million in remaining commitments available to borrow on the revolving term loan as of December 31, 2025.

The Company has a credit facilities agreement with a lending institution that includes a delayed-draw term loan, a revolving term loan, and a seasonal loan. The credit facilities agreement is secured by substantially all business assets of a subsidiary.

The delayed-draw term loan provides borrowing up to $254.0 million until March 31, 2026 to finance the construction of the operating facility in Mitchell, South Dakota. The Company will make quarterly principal payments of $4.5 million plus interest beginning six months after the outside completion date as defined within the agreement. The quarterly principal payments will increase each year by $1.0 million on the anniversary date. The delayed-draw term loan matures on December 31, 2029. Interest accrues under the agreement at a rate equal to (i) the daily Secured Overnight Financing Rate, plus (ii) a specified applicable margin. The interest rate as of December 31, 2025 was 7.11%. The Company pays a 0.50% annual commitment fee on any funds not borrowed. There were $221.5 million and $18.7 million outstanding at December 31, 2025 and 2024, respectively. There were approximately $32.5 million available to borrow on the delayed draw term loan as of December 31, 2025.

The revolving term loan provides borrowings up to $40.0 million. The revolving term loan matures on December 31, 2029. Interest accrues under the agreement at a rate equal to (i) the daily Secured Overnight Financing Rate, plus (ii) a specified applicable margin. The interest rate as of December 31, 2025 was 7.11%. The Company pays a 0.50% annual commitment fee on any funds not borrowed. There were no advances outstanding on this loan as of December 31, 2025 and 2024. There were $40.0 million in remaining commitments available to borrow on the revolving term loan as of December 31, 2025.

Under the agreements, the Company is subject to compliance with standard financial covenants and the maintenance of certain financial ratios that limits distributions.

Effective March 2025, the State of South Dakota Department of Transportation agreed to loan the Davison Regional Railroad Authority $12.6 million for purposes of making improvements to the railway infrastructure at the operating facility near Mitchell, South Dakota. In consideration of this secured loan, the Company agreed to provide a guarantee to the State of South Dakota Department of Transportation for the full amount of the loan, plus interest. This guarantee was converted into a direct obligation of the Company's in May 2025, when the Company received the entire loan proceeds and assumed responsibility for paying the annual principal and interest payments. The note bears interest at a fixed rate of 2% per annum. Beginning in October 2026, the Company will make annual principal and interest payments of $987,500. These payments will continue through October 1, 2032, at which time a final balloon payment will be due for the remaining unpaid principal and any accrued interest.

The following are minimum principal payments on long-term debt obligations for the years ended December 31:


2026	$	646,064
2027	20,748,421
2028	24,763,390
2029	198,015,491
2030	794,231
Thereafter	8,869,235
Total	$	253,836,832

South Dakota Soybean Processors, LLC

Notes to the Consolidated Financial Statements

___________________________________________________________________________________________________________________

Note 6 - Operating Leases

The Company has several operating leases for railcars, machinery and equipment, and storage facilities. Operating leases are included in right-to-use lease assets, current operating lease liabilities, and long-term lease liabilities on the Company's consolidated balance sheets. These assets and liabilities are recognized at the commencement date based on the present value of remaining lease payments over the lease term using the Company's secured incremental borrowing rates or implicit rates, when readily determinable. Short-term operating leases, which have an initial term of 12 months or less, are not recorded on the consolidate balance sheet. These leases have terms ranging from 3-15 years and may include renewal terms. The renewal options are not included in the measurement of the right of use assets and lease liabilities unless the Company is reasonably certain to exercise the optional renewal periods. The Company does not have lease arrangements with residual value guarantees, sale-leaseback terms or material restrictive covenants. The Company does not have any material finance lease obligations nor sublease agreements.

Lease expense for these operating leases is recognized on a straight-line basis over the lease terms. The components of lease costs recognized within our consolidated statements of operations for the years ended December 31, 2025, 2024, and 2023 were as follows:


	2025		2024		2023

Cost of revenues - Freight and rail	$	6,144,955	$	4,932,702	$	4,264,107
Cost of revenues - Production	778,169		300,902		272,805
Administration expenses	20,124		18,735		17,542
Total operating lease costs	$	6,943,248	$	5,252,339	$	4,554,454

The following summarizes the supplemental cash flow information for the years ended December 31:


	2025		2024		2023
Cash paid for amounts included in measurement of lease liabilities	$	6,171,763	$	4,674,912	$	4,146,569

Supplemental non-cash information:
Right-of-use assets obtained in exchange for lease liabilities	$	55,963,206	$	11,123,660	$	8,956,408

The following summarizes the weighted-average remaining lease term and weighted-average discount rate as of December 31, 2025:


Weighted-average remaining lease term - operating leases (in years)	10.8
Weighted-average discount rate - operating leases	4.35	%

The following is a maturity analysis of the undiscounted cash flows of the operating lease liabilities as of December 31, 2025:

South Dakota Soybean Processors, LLC

Notes to the Consolidated Financial Statements

___________________________________________________________________________________________________________________


	Railcars		Other		Total
Year ended December 31:
2026	$	11,193,467	$	476,719	$	11,670,186
2027	10,450,997		474,830		10,925,827
2028	10,312,687		461,612		10,774,299
2029	10,312,687		426,879		10,739,566
2030	9,714,187		366,831		10,081,018
Thereafter	49,709,684		536,352		50,246,036
Total lease payments	101,693,709		2,743,223		104,436,932
Less amount of lease payments representing interest	(20,671,126)		(430,208)		(21,101,334)
Total present value of lease payments	$	81,022,583	$	2,313,015	$	83,335,598

Note 7 - Employee Benefit Plans

The Company maintains a Section 401(k) plan for employees who meet the eligibility requirements set forth in the plan documents. The Company matches a percentage of an employee's contributed earnings. The amounts charged to expense under this plan were approximately $371,000, $256,000, and $313,000 for the years ended December 31, 2025, 2024, and 2023, respectively.

The Company's Board of Managers approved the payment of a profit-based incentive bonus to be awarded to eligible employees following the close of each fiscal year. The Board has allocated approximately 4.7% of profits over $2 million to fund this benefit. Individual amounts are based upon criteria determined by a formula that considers current pay, level of responsibility, and impact on profits of each position. The amounts charged to expense under this incentive were approximately $993,000, $894,000, and $3,521,000 for the years ended December 31, 2025, 2024, and 2023, respectively.

The Company entered into deferred compensation agreements with certain executive officers. The agreement provides for a monetary incentive, contingent on each individual's performance. These incentives will vest, ratable over eight years, at 12.5% per year. Vested amounts will then be paid in conjunction with retirement or post-separation, as specified by the executives upon the initial awards. The Company recognized expense of $123,000, $82,000 and $42,000 related to this agreement during the years ended December 31, 2025, 2024 and 2023, respectively, related to this agreement.

Note 8 - Cash Flow Information

The following is a schedule of changes in assets and liabilities used to determine cash from operating activities:


	2025		2024		2023
Changes in operating assets and liabilities:
Trade accounts receivable	$	486,268	$	13,777,097	$	(30,952)
Inventories	(88,122,191)		23,796,968		60,763,783
Commodity derivative instruments	8,200,665		(1,427,321)		15,670,560
Prepaid expenses	(165,060)		427,990		(568,725)
Accounts payable	(822,513)		(3,483,101)		5,217,657
Accrued commodity purchases	18,919,006		(11,828,038)		(4,504,068)
Accrued expenses and interest	3,385,729		(2,095,766)		522,046
Deferred liabilities	3,713,554		9,868,719		(378,712)
Totals	$	(54,404,542)	$	29,036,548	$	76,691,589

South Dakota Soybean Processors, LLC

Notes to the Consolidated Financial Statements

___________________________________________________________________________________________________________________

Note 9 - Derivative Instruments and Hedging Activities

In the ordinary course of business, the Company enters into contractual arrangements as a means of managing exposure to changes in commodity prices and, occasionally, foreign exchange and interest rates. The Company’s derivative instruments primarily consist of commodity futures, options and forward contracts, and interest rate swaps, caps and floors. Although these contracts may be effective economic hedges of specified risks, they are not designated as, nor accounted for, as hedging instruments. Futures and options contracts, along with margin deposit, are with a single counterparty and are subject to a right of offset. As a result, these items are netted on the balance sheet, regardless of their position. In contrast, forward contracts are with multiple counterparties and do not have a right of offset. Therefore, these contracts are reported at their gross amounts on the balance sheet. These contracts are recorded on the Company’s consolidated balance sheets at fair value as discussed in Note 10, Fair Value.

Derivatives not designated as hedging instruments at December 31, 2025 and 2024 were as follows:


	Balance Sheet Classification	December 31, 2025		December 31, 2024

Forward contracts in gain position		$	6,254,683	$	4,839,408
Futures and options in gain position		3,095,040		4,415,641
Futures and options in loss position		(2,490,174)		(3,614,540)
Total forward, futures and options contracts		6,859,549		5,640,509
Margin deposit		3,007,108		3,960,252

	Current assets	$	9,866,657	$	9,600,761

Forward contracts in loss position		$	4,956,529	$	3,483,207
Interest rate swap		11,708		17,465

	Current liabilities	$	4,968,237	$	3,500,672

During the years ended December 31, 2025, 2024, and 2023, net realized and unrealized gains (losses) on derivative transactions were recognized in the consolidated statements of operations as follows:



	2025		2024		2023
Derivatives not designated as hedging instruments:
Commodity contracts	$	6,969,953	$	(1,222,695)	$	24,295,668
Foreign exchange contracts	23,286		104,655		741,696
Interest rate swaps, caps and floors	5,757		52,836		(172,821)

Totals	$	6,998,996	$	(1,065,204)	$	24,864,543

Note 10 - Fair Value

ASC 820, Fair Value Measurements and Disclosures, defines fair value, establishes a comprehensive framework for measuring fair value and expands disclosures that are required about fair value measurements. Specifically, this guidance establishes a hierarchy prioritizing the inputs to valuation techniques, giving the highest priority to quoted prices in active markets for identical assets and liabilities and the lowest priority to unobservable value inputs. The three levels of hierarchy and examples are as follows:

•Level 1 – Quoted prices are available in active markets for identical assets or liabilities as of the reported date. The types of assets and liabilities included in Level 1 are highly liquid and actively traded instruments with quoted prices, such as equities listed on the New York Stock Exchange and commodity derivative contracts listed on the Chicago Board of Trade (“CBOT”).

South Dakota Soybean Processors, LLC

Notes to the Consolidated Financial Statements

___________________________________________________________________________________________________________________

•Level 2 – Pricing inputs are other than quoted prices in active markets, but are either directly or indirectly observable as of the reported date. The types of assets and liabilities in Level 2 are typically either comparable to actively traded securities or contracts, or priced with models using highly observable inputs, such as commodity prices using forward future prices.

•Level 3 – Significant inputs to pricing that are unobservable as of the reporting date. The types of assets and liabilities included in Level 3 are those with inputs requiring significant management judgment or estimation, such as complex and subjective models and forecasts used to determine the fair value of financial transmission rights.

The following tables set forth financial assets and liabilities measured at fair value in the consolidated balance sheets and the respective levels to which fair value measurements are classified within the fair value hierarchy as of December 31:


	Fair Value as of December 31, 2025
	Level 1		Level 2		Level 3		Total
Financial assets (liabilities):
Inventory	$	—	$	131,760,675	$	—	$	131,760,675
Commodity derivative instruments	$	604,866	$	1,286,446	$	—	$	1,891,312
Provisionally priced contracts	$	—	$	(16,872,958)	$	—	$	(16,872,958)


	Fair Value as of December 31, 2024
	Level 1		Level 2		Level 3		Total
Financial assets (liabilities):
Inventory	$	—	$	44,241,428	$	—	$	44,241,428
Commodity derivative instruments	$	801,101	$	1,338,736	$	—	$	2,139,837
Provisionally priced contracts	$	—	$	(13,593,068)	$	—	$	(13,593,068)

The Company enters into various commodity derivative instruments, including futures, options, swaps and other agreements. The fair value of the Company’s commodity derivatives is determined using unadjusted quoted prices for identical instruments on the CBOT. The Company estimates the fair market value of their finished goods and raw materials inventories using the market price quotations of similar forward future contracts listed on the CBOT and adjusts for the local market adjustments derived from other grain terminals in the area.

Estimated fair values of inventories and provisionally priced contracts stated at market are based on exchange-quoted prices, adjusted for differences in local markets and quality, referred to as basis. Market valuations for the Company’s inventories are adjusted for location and quality (basis) because the exchange-quoted prices represent contracts that have standardized terms for commodity, quantity, future delivery period, delivery location, and commodity quality or grade.

The basis adjustments are generally determined using inputs from competitor and broker quotations or market transactions and are considered observable. Basis adjustments are impacted by specific local supply and demand characteristics at each facility and the overall market. Factors such as substitute products, weather, fuel costs, contract terms, and futures prices also impact the movement of these basis adjustments.

The Company considers the carrying amount of significant classes of financial instruments on the consolidated balance sheets, including cash, accounts receivable, and accounts payable, to be reasonable estimates of fair value due to their length or maturity. The fair value of the Company’s long-term debt approximates the carrying value. The interest rates on the long-term debt are similar to rates the Company would be able to obtain currently in the market.

The Company has patronage investments in other cooperatives and common and preferred stock holdings in privately held entities. There is no market for their patronage credits or the entity’s common and preferred holdings, and it is impracticable to estimate the fair value of the Company’s investments. These investments are carried on the consolidated balance sheet at original cost plus the amount of patronage earnings allocated to the Company, less any cash distributions received.

South Dakota Soybean Processors, LLC

Notes to the Consolidated Financial Statements

___________________________________________________________________________________________________________________

Note 11 - Members' Equity

A minimum of 2,500 capital units is required for an ownership interest in the Company. Such units are subject to certain transfer restrictions. The Company retains the right to redeem the units at the greater of $0.20 per unit or the original purchase price less cumulative distributions through the date of redemption in the event a member attempts to dispose of the units in a manner not in conformity with the Operating Agreement, if a member becomes a holder of less than 2,500 units, or if a member becomes an owner (directly or indirectly) of more than 10% of the issued and outstanding capital units. Earnings, losses and cash distributions are allocated to members based on their percentage of ownership in the Company.

Note 12 - Commitments and Contingencies

Note 13 - Subsequent Events

Except for the events listed below, we evaluated all of our activity and concluded that no subsequent events have occurred that would require recognition in our consolidated financial statements or disclosed in the notes to our consolidated financial statements.

In January 2026, the Company entered into an amended arrangement with the State of South Dakota Department of Transportation and Davison Regional Railroad Authority to increase the total principal amount from $12.6 million to $18.3 million. As a result of the amendment, the Company’s annual principal and interest payments were increased to $1.4 million, commencing in October 2026.

On February 10, 2026, the Company’s Board of Managers declared a cash distribution to its members of approximately $8.5 million. The distribution was issued and paid to members on February 12, 2026 in accordance with the Company's operating agreement and distribution policy.

ATTACHMENTS / EXHIBITS

ATTACHMENTS / EXHIBITS

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