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, ~~2023~~2024

☐ Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

____________________________
Commission File No.: 000-53957
___________________________

GOLDEN GROWERS COOPERATIVE
(Exact name of registrant as specified in its charter)


Minnesota	27-1312571
(State of incorporation)	(I.R.S. Employer Identification Number)
1002 Main Avenue W, Suite 5
West Fargo, ND 58078	701-281-0468
(Address of principal executive offices)	(Registrant’s telephone number)

Securities registered pursuant to Section 12(b) of the Act: NONE

Securities registered pursuant to Section 12(g) of the Act: Units

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

Yes ☐ No ☒

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

Yes ☐ No ☒

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Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities 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.

Yes ☒ No ☐

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Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted 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 such files).

Yes ☒ No ☐

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

Large accelerated filer ☐	Accelerated filer ☐	Non-accelerated filer ☒	Smaller reporting company ☒	Emerging growth company ☐

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

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Indicate by check mark whether the registrant has filed a report on and attestation to its ~~management’~~managementâ€™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.☐

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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. ☐

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Indicate by check mark whether any of those 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). ☐

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

Yes ☐ No ☒

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As of March 1417, ~~2024~~2025, the registrant had 15,490,480 Units issued and outstanding. There is no established public market for the registrant’s Units. Although there is a limited, private market for the registrant’s Units, the registrant does not obtain information regarding the transfer price in transactions between its members and therefore is unable to estimate the aggregate market value of the registrant’s Units held by non-affiliates.

DOCUMENTS INCORPORATED BY REFERENCE: NONE

TABLE OF CONTENTS

		Page
Item 1.	BUSINESS	1
Item 1A.	RISK FACTORS	56
Item 1B.	UNRESOLVED STAFF COMMENTS	56
Item 1C.	CYBERSECURITY	56
Item 2.	PROPERTIES	6
Item 3.	LEGAL PROCEEDINGS	67
Item 4.	MINE SAFETY DISCLOSURES	67
Item 5.	MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES	67
Item 6.	[RESERVED]	78
Item 7.	MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	78
Item 7A.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	910
Item 8.	FINANCIAL STATEMENTS AND SUPPLEMENTAL DATA	910
Item 9.	CHANGES AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOCUNTING AND FINANCIAL DISCLOSURE	910
Item 9A.	CONTROLS AND PROCEDURES	910
Item 9B.	OTHER INFORMATION	1011
Item 10.	DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE	1011
Item 11.	EXECUTIVE COMPENSATION	1314
Item 12.	SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS	1516
Item 13.	CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE	1617
Item 14.	PRINCIPAL ACCOUNTING FEES AND SERVICES	1718
Item 15.	EXHIBITS AND FINANCIAL STATEMENT SCHEDULES	1819
Item 16.	10-K SUMMARY	1920

FORWARD LOOKING STATEMENTS

This report contains forward-looking statements and information based upon assumptions by Golden ~~Growers~~ ~~Cooperative~~GrowersCooperative (“we,” “us,” “our,” and the “Cooperative”), ~~including~~ including assumptions about risks and uncertainties faced by the Cooperative. These forward-looking statements can be identified by the use of forward-looking terminology such as “anticipates,” “expects,” “believes,” “may,” “will,” or the negative of these terms or similar verbs or expressions.Forward-looking statements in this report generally relate to: our expectations regarding our membership in ProGold Limited Liability Company (“ProGold”) and its distributions to the Cooperative, including distributions to members upon the sale of the Cooperative’s 50% interest in ProGold to Cargill Incorporated (“Cargill”); our ~~beliefs~~expectations regarding our membership’s approval of the ~~sufficiency~~sale of the Cooperative’s 50% interest in ProGold to Cargill and subsequent dissolution of the Cooperative; our beliefs regarding the sufficiency of working capital and cash flows; our expectations regarding our continued ~~ability~~ ability to renew or obtain financing on reasonable terms when necessary; the impact of recently issued accounting pronouncements; our intentions and beliefs ~~relating~~ relating to our costs and business strategies; our expected operating and ~~financial~~ financial results; our expectations concerning our contract arrangements with members; our beliefs regarding competitive factors and our competitive strengths; our predictions regarding the impact of seasonality; our beliefs regarding the impact of the farming industry on our business; our beliefs regarding our internal controls over financial reporting; and our intentions for paying member distributions. Many of these forward-looking statements are located in this report under “Item 1. BUSINESS” and “Item 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS ~~OFOPERATIONS~~OF OPERATIONS,” but they may appear in other sections as well.

This report should be read thoroughly with the understanding that our actual results may differ materially from those set forth in the forward-looking statements for many reasons, including events beyond our control and assumptions that prove to be inaccurate or unfounded. We cannot provide any assurance with respect to our future performance or results. Our actual results or actions could differ materially from those anticipated in the forward-looking statements for many reasons, including, but not limited to: (i) the impact of the Cooperative’s joint ownership interest in ProGold ~~LLC~~ following Cargill’s acquisition of a 50% interest in ProGold; (ii) the impact of Cargill’s announced plans to purchase the Cooperative’s 50% interest in ProGold ~~LLC~~following expiration of Cargill’s lease of the ProGold facility; (iiiii) the impact of our membership’s approval or rejection of the sale of the Cooperative’s 50% interest in ProGold to Cargill and Plan of Liquidation and Dissolution previously approved by the Board of Directors and recommended for approval by the Cooperative’s members at the 2025 Annual Member Meeting; (iv) fluctuations in the market price per bushel of corn; (~~iii~~v) the impact of the war in Ukraine; (ivvi) the effect of inflation as well as general economic conditions and the agricultural cycle on the demand for our members’ corn; (vvii) our ability to retain our key employee; (viviii) the cost of complying with laws, regulations, and standards relating to corporate governance and public disclosure, and the demand such compliance places on management’s time; and (~~vii~~ix) other factors described in this report and from time to time in our other reports filed with the Securities and Exchange Commission. If any of management’s assumptions ~~prove~~ prove incorrect or should unanticipated circumstances arise, the Cooperative’s actual results could materially differ from those anticipated by such forward-looking statements. The Cooperative undertakes no obligation to update any forward-looking statements in this report to reflect future events or developments. Readers should not place undue reliance on such forward-looking statements. The Cooperative qualifies all of its forward-looking statements by these cautionary statements.

PART I

Item 1. BUSINESS

General

Golden Growers Cooperative (“we,” “us,” “our,” and the “Cooperative”) is a value-added agricultural cooperative association owned by 1,462 members primarily from Minnesota, North Dakota and South Dakota, all of whom deliver corn to the Cooperative for processing. The Cooperative was originally formed in 1994 as a North Dakota agricultural cooperative with the goal of allowing its members to receive additional value from the corn that they grow through the processing of that corn into value-added products, such as corn sweeteners. The Cooperative accomplished this purpose by forming a joint venture with American Crystal Sugar Company (“American Crystal”) that formed ProGold Limited Liability Company (“ProGold”), a Minnesota limited liability company that designed and constructed a corn wet-milling facility in Wahpeton, North Dakota to process corn into high fructose corn syrup and related co-products. The Cooperative’s membership in ProGold LLC includes a right and obligation for the Cooperative to deliver corn to the ProGold facility for processing. The Cooperative’s members deliver corn to the ProGold facility on the Cooperative’s behalf to meet this delivery obligation.

~~American~~1 Crystal Sugar Company (“American Crystal”) that formed ProGold Limited Liability Company (“ProGold”), a Minnesota limited liability company that designed and constructed a corn wet-milling facility in Wahpeton, North Dakota to process corn into high fructose corn syrup and related co-products. The Cooperative’s membership in ProGold LLC includes a right and obligation for the Cooperative to deliver corn to the ProGold facility for processing.

~~The~~On ~~Cooperative’s~~November ~~members~~1, ~~deliver~~1997, ~~corn~~ProGold entered tointo an operating lease with Cargill Incorporated (“Cargill”) for the entire ProGold facility. Cargill has operated the facility continually since onthis time. While ProGold no longer operates the wet-milling facility, the Cooperative’s, ~~behalf~~through toits ~~meet~~members, ~~this~~continues ~~delivery~~to have an obligation to deliver corn directly to Cargill at the wet-milling facility.

On ~~November~~September 1, ~~1997~~2009, ~~ProGold~~by way of a ~~entered~~series ~~into~~of anmergers, ~~operating~~the ~~lease~~Cooperative ~~with~~changed ~~Cargill~~its ~~Incorporated~~domicile ~~(“Cargill”)~~and ~~for~~form ~~the~~of entity from ~~entire~~a ~~ProGold~~North ~~facility.~~Dakota ~~Cargill~~cooperative ~~has~~to ~~operated~~a ~~the~~Minnesota ~~facility~~cooperative ~~continually~~association ~~since~~governed under ~~this~~Minnesota ~~time.~~Statutes ~~While~~Chapter ~~ProGold~~308B. noThe ~~longer~~Cooperative operates ~~the~~as ~~wet-milling~~a ~~facility,~~cooperative ~~the~~for ~~Cooperative,~~state ~~through~~law ~~its~~purposes ~~members,~~but ~~continues~~is totreated ~~have~~as ana ~~obligation~~partnership tounder ~~deliver~~Subchapter K of the ~~corn~~Internal ~~directly~~Revenue toCode ~~Cargill~~of at1986, as amended (the ~~wet-milling~~“Code”) ~~facility~~for tax purposes.

1Additional information about the Cooperative can be found on our website, https://goldengrowers.com. We are neither including nor incorporating by reference herein the information contained on our corporate website. We are subject to the reporting requirements of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The Exchange Act requires us to file periodic reports and other information with the Securities and Exchange Commission (“SEC”). The SEC maintains a website that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC. These materials may be obtained electronically by accessing the SEC’s website at http://www.sec.gov.

OnBusiness ~~September~~Operations 1, 2009, by way of a series of mergers, the Cooperative changed its domicile and form of entity from a North Dakota cooperative to a Minnesota cooperative association governed under Minnesota Statutes Chapter 308B. The Cooperative operates as a cooperative for state law purposes but is treated as a partnership under Subchapter K of the Internal Revenue Code of 1986, as amended (the “Code”) for tax purposes.

~~Additional~~The ~~information~~Cooperative ~~about~~is in the ~~Cooperative~~business ~~can~~of beproviding ~~found~~value onto ~~our~~its ~~website,~~members ~~https://goldengrowers.com.~~by Wefacilitating ~~are~~their delivery of ~~neither~~corn ~~including~~to ~~nor~~the ~~incorporating~~corn wet-milling facility owned by ~~reference~~ProGold. ~~herein~~We ~~the~~accomplish ~~information~~our ~~contained~~business on behalf of our ~~corporate~~members ~~website.~~not Wethrough ~~are~~the ~~subject~~ownership toof ~~the~~assets ~~reporting~~such ~~requirements~~as a plant and equipment, but through our contract relationships with all of the parties ~~Securities~~involved ~~Exchange~~in ~~Act~~the ownership and operation of ~~1934~~the facility. From an income production perspective, asour ~~amended~~membership ~~(the~~interest ~~“Exchange~~in ~~Act”).~~ProGold is our primary asset ~~TheExchange~~that, ~~Act~~in ~~requires~~addition usto giving the Cooperative the right to ~~file~~receive ~~periodic~~distributions from ~~reports~~ProGold, ~~and~~also ~~other~~provides ~~information~~our members with additional value for the ~~Securities~~delivery of ~~and~~their ~~Exchange~~corn ~~Commission~~for ~~(“SEC”)~~processing. ~~The~~Cargill ~~SEC~~is ~~maintains~~also aan ~~website~~integral ~~that contains~~part ~~reports,~~of ~~proxy~~our ~~and~~financial success. ~~information~~Cargill ~~statements,~~provides ~~and~~the ~~other~~Cooperative ~~information regarding~~grain ~~issuers~~services that ~~file~~allow ~~electronically~~us ~~with~~to facilitate corn delivery to the ~~SEC~~ProGold facility at little or no expense. ~~These~~In addition, ~~materials~~the ~~may~~lease bepayments Cargill makes to ProGold that are in turn ~~obtained~~distributed ~~electronically~~to bythe ~~accessing~~Cooperative provide us with the ~~SEC’s~~cash ~~website~~to atmake ~~http://www.sec.gov.~~distributions to our members.

~~Business~~Ownership ~~Operations~~in ProGold

~~The~~Prior ~~Cooperative~~to isMarch in1, 2022, the ~~business~~Cooperative ofand ~~providing~~American ~~value~~Crystal toowned ~~its~~a ~~members~~49% byinterest ~~facilitating~~and ~~their~~51% ~~delivery~~in ofProGold, ~~corn~~respectively. toOn ~~the~~April ~~corn~~4, ~~wet-milling~~2017, ~~facility~~ProGold ~~owned~~and byCargill ~~ProGold.~~entered Weinto ~~accomplish~~a ~~our~~Second ~~business~~Amended onand ~~behalf~~Restated ofFacility ~~our~~Lease ~~members~~(the ~~not~~“Facility Lease”), which commenced on January 1, 2018 and continued through ~~the~~December ~~ownership~~31, of2022. ~~assets~~On ~~such~~the assame aday, the ~~plant~~Cooperative, Cargill, and ~~equipment~~American Crystal entered into a Consent Agreement, effective ~~but~~on ~~through~~January ~~our~~1, ~~contract~~2018 ~~relationships~~(the ~~with~~“Consent ~~all~~Agreement”), ofrelating to the Facility ~~parties~~Lease ~~involved~~and in the ~~ownership~~Cooperative’s interest in ProGold, and ~~operation~~Cargill ofand ~~the~~American Crystal ~~facility.~~entered ~~From~~into an ~~income~~Option Agreement, effective on January 1, 2018 (the ~~production~~“Option ~~perspective~~Agreement”), ~~our~~detailing ~~membership~~the ~~interest~~price, interm ~~ProGold~~and isother ~~our~~conditions ~~primary~~under ~~asset~~which ~~that,~~American inCrystal ~~addition~~granted to ~~giving~~Cargill ~~the~~an ~~Cooperative~~exclusive option (the ~~right~~“Option”) to ~~receive distributions~~ ~~from~~purchase ~~ProGold,~~a ~~also~~50% ~~provides~~interest ~~our~~in ~~members~~ProGold ~~with~~from ~~additional~~American ~~value~~Crystal ~~for~~during the ~~delivery~~first four years of ~~their~~the ~~corn~~Facility ~~for processing~~Lease. ~~Cargill~~Under isthe ~~also~~Consent anAgreement, ~~integral~~the ~~part~~Cooperative approved and consented to the transfer of ~~our~~the ~~financial~~50% interest in ProGold from ~~success.~~American Crystal to Cargill ~~provides~~in the ~~Cooperative~~event ~~grain~~Cargill ~~services~~exercised ~~that~~its ~~allow~~option. ~~us to~~The ~~facilitate~~Cooperative ~~corn~~also ~~delivery~~secured the right to ~~the~~purchase American Crystal’s remaining 1% interest in ProGold ~~facility~~for ata ~~little~~base orprice noranging ~~expense~~from $1.7 ~~In addition~~million to $1.3 million, depending on the ~~lease~~timing ~~payments~~of Cargill’s ~~makes~~notification to ~~ProGold~~American ~~that~~Crystal ~~are~~of inits intention ~~turn~~to exercise its option. TheCooperative was also required to pay to ~~distributed~~American Crystal a capital adjustment in an amount equal to 1% of the ~~Cooperative~~portion ~~provide~~of costs usthat ~~with~~had ~~the~~not ~~cash~~been topaid ~~make~~by ~~distributions~~Cargill to ProGold through additional rent with ~~our~~respect ~~members.~~to certain projects at the facility.

~~Ownership~~Cargill exercised its Option under the Option Agreement to purchase a 50% interest in ProGold from American Crystal. Simultaneously with the exercise of the Option, the Cooperative, pursuant to the Consent Agreement, elected to purchase American Crystal’s remaining 1% interest in ProGold. As a result of these transactions, effective March 1, 2022, the Cooperative and Cargill each own a 50% interest in ProGold.

~~Prior~~In toconnection ~~March~~with ~~1, 2022, the Cooperative and American Crystal owned a 49% interest and 51% in ProGold, respectively. On April 4, 2017, ProGold and~~ Cargill ~~entered into a Second~~’s ~~Amended~~exercise ~~and~~of ~~Restated~~its ~~Facility~~Option ~~Lease~~under (the ~~“Facility~~Option ~~Lease”)~~Agreement, ~~which commenced on January 1, 2018 and continued through December 31, 2022. On~~ the ~~same day, the~~ Cooperative, Cargill, and ProGold ~~American Crystal~~ entered into athat ~~Consent~~certain ~~Agreement, effective~~ProGold onLimited ~~January~~Liability 1,Company ~~2018~~ Agreement (the “~~Consent~~Operating Agreement”), ~~relating to the Facility Lease and the Cooperative’s interest in ProGold, and Cargill and American Crystal entered into an Option Agreement,~~ effective onMarch ~~January~~ 1, ~~2018 (the “Option Agreement”)~~2022, ~~detailing~~in ~~the~~order ~~price, term and other conditions under which American Crystal granted~~ to ~~Cargill~~set anforth ~~exclusive option (~~the ~~“Option”) to~~ ~~purchase a 50% interest in ProGold from American Crystal during the first four years of the Facility Lease. Under the Consent Agreement~~structure, ~~the~~governance ~~Cooperative approved~~ and ~~consented~~operation ~~to the transfer~~ of ~~the 50% interest in~~ ProGold ~~from American~~according ~~Crystal~~ to ~~Cargill~~certain inoperational ~~the~~principles ~~event~~and ~~Cargill~~other ~~exercised~~guidelines ~~its~~described ~~option.~~in ~~The Cooperative also secured~~ the ~~right to purchase American Crystal’s remaining 1%~~ ~~interest~~Consent ~~in ProGold for a base price ranging from $1~~Agreement.7 ~~million~~Beginning toMarch $1.3, ~~million~~2022, ~~depending~~ on the ~~timing~~Cooperative ofis ~~Cargill’s~~allocated ~~notification~~50% ~~to American Crystal~~ of ~~its~~ ~~intention~~the toprofits ~~exercise~~and ~~its~~losses ~~option.~~of ~~The~~ProGold ~~Cooperative~~and ~~was~~receives ~~also required to pay to American Crystal a capital adjustment in an amount equal to 1~~50% of ~~the~~any ~~portion~~cash ~~of costs~~ that ~~had~~is distributed ~~not been paid by Cargill~~ to ProGold’s ~~through additional rent with respect to certain projects at the facility~~members.

~~Cargill~~2 exercised its Option under the Option Agreement to purchase a 50% interest in ProGold from American Crystal. Simultaneously with the exercise of the Option, the Cooperative, pursuant to the Consent Agreement, elected to purchase American Crystal’s remaining 1% interest in ProGold. As a result of these transactions, effective March 1, 2022, the Cooperative and Cargill each own a 50% interest in ProGold.

InUnder ~~connection~~the ~~with~~Operating ~~Cargill~~Agreement, ProGold’s ~~exercise~~ board of ~~its~~governors ~~Option~~is ~~under~~comprised ~~the~~of ~~Option~~six ~~Agreement~~members (each, a “Governor”), with three members appointed by each of the Cooperative, and Cargill. ~~and~~The ~~ProGold~~affirmative ~~entered~~vote ~~into~~of ~~that~~a ~~certain~~majority ~~ProGold~~of ~~Limited~~the ~~Liability~~Governors ~~Company~~is ~~Agreement (the~~required ~~“Operating~~to, ~~Agreement”)~~among other actions, ~~effective~~approve ~~March~~capital projects in excess of $1 million, ~~2022~~approve infrastructure projects, inapprove ~~order~~any changes to ~~set~~current ~~forth~~and ~~the structure~~future leases, ~~governance~~ and appoint ~~operation~~one or more managers of ProGold. ~~according~~In addition to ~~certain~~the ~~operational principles~~affirmative ~~and~~vote ~~other~~of a ~~guidelines~~majority ~~described~~of in the ~~Consent~~Governors, ~~Agreement.~~certain ~~Beginning March~~fundamental 1actions, ~~2022~~such as a merger or consolidation, ~~the~~sale ~~Cooperative~~or isliquidation ~~allocated~~of ~~50%~~substantially all of the ~~profits~~assets ~~and~~of ProGold, ~~losses~~a dissolution of ProGold, the approval of new members, or the approval of loans to ProGold ~~and~~by ~~receives~~members ~~50%~~requires the unanimous approval of ~~any~~the ~~cash~~members. Neither ~~that~~the isCooperative ~~distributed~~nor toCargill may sell or transfer its interest in ProGold to any third party without the other party’s ~~members~~consent. Additionally, each party has a right of first refusal to purchase the other’s interest in ProGold if such party receives an offer for or desires to sell its interest.

~~Under~~In the event any Cargill Competitor (as defined in the Operating Agreement) acquires an equity interest in the Cooperative, Cargill will have a sixty-day option to purchase all of the membership interest in ProGold’s ~~board~~held by the Cooperative for a purchase price of $81 ~~governors~~million isplus ~~comprised~~50% of ~~six~~the ~~members~~remaining ~~(each~~lease payments due under the Facility Lease through the closing date of such sale. Further, if a ~~“Governor”),~~Triggering Event (as ~~with~~defined ~~three~~in ~~members~~the ~~appointed~~Operating byAgreement) ~~each~~occurs ofon ~~the~~or before December 31, 2026, the Cooperative and Cargill. ~~The affirmative~~will ~~vote~~expeditiously ofand in good faith work together to finalize a ~~majority~~joint ofventure agreement for the ~~Governors~~structure, isgovernance ~~required~~and operation of ProGold according to, ~~among~~certain operating principles and other guideline terms. ~~actions~~If a joint venture agreement is agreed to, ~~approve~~the ~~capital~~Cooperative ~~projects~~will inreimburse Cargill ~~excess~~for 50% of $1the ~~million,~~undepreciated ~~approve~~capital ~~infrastructure~~expense associated with approved projects,. ~~approve~~If ~~any~~a ~~changes~~Triggering toEvent ~~current~~does ~~and~~not occur on or before December 31, 2026, ~~future~~or ~~leases~~if a Triggering Event does occur, but the Cooperative and ~~appoint~~Cargill ~~one~~are orunable to ~~more~~agree ~~managers~~on terms for a joint venture agreement within four months of ~~ProGold.~~the Triggering InEvent, ~~addition~~then Cargill agrees to purchase the Cooperative’s 50% ~~affirmative~~interest ~~vote~~in ofProGold afor ~~majority~~$81 million and half of ~~the~~any ~~Governors~~remaining lease payments due through December 31, ~~certain~~2026. ~~fundamental~~On ~~actions~~December 20, ~~such~~ as2024, the Cooperative and Cargill issued a ~~merger~~joint orpress ~~consolidation,~~release ~~sale~~announcing orthat, ~~liquidation~~due ofto ~~substantially~~the ~~all~~economic environment of the ~~assets~~past ofthree ~~ProGold~~years, a ~~dissolution~~long ofterm ~~ProGold~~joint venture agreement would not be possible, and Cargill will purchase the ~~approval~~Cooperative’s of50% ~~new~~interest ~~members,~~in orProGold within 30 days following expiration of the ~~approval~~Facility Lease pursuant to the terms of ~~loans~~the Operating Agreement. Please refer to ~~ProGold~~the Current Report on Form 8-K filed by ~~members~~the Cooperative ~~requires~~on December 23, 2024 for more information regarding the ~~unanimous~~press release. ~~approval~~In January 2025, the Cooperative’s Board of Directors approved a resolution to submit to the members. ~~Neither~~for their approval at the ~~Cooperative~~2025 ~~nor~~Annual ~~Cargill~~Member Meeting ~~may~~a ~~sell~~Plan orof ~~transfer~~Liquidation ~~its~~and Dissolution of the Cooperative providing (i) for approval of the sale of the Cooperative’s 50% interest in ProGold pursuant to ~~any~~the ~~third~~terms ~~party~~of ~~without~~the Operating Agreement and distribution of the ~~other~~proceeds ~~party’s~~of ~~consent.~~such ~~Additionally~~sale, ~~each~~along ~~party~~with ~~has~~all aother ~~right~~assets of ~~first~~the ~~refusal~~Cooperative, to ~~purchase~~the members; and (ii) granting the ~~other’s~~Board of Directors authority to negotiate, execute and file all ~~interest~~agreements, indocuments ~~ProGold~~or ifinstruments necessary to effect such ~~party~~liquidation ~~receives~~and dissolution anof ~~offer~~Golden ~~for~~Growers orCooperative. ~~desires~~Please refer to ~~sell~~the ~~its~~Current Report on ~~interest~~Form 8-K filed by the Cooperative on February 5, 2025 for more information regarding the Board’s approval of the resolution.

2ProGold Facility Lease

InEffective ~~the~~March ~~event~~1, ~~any~~2022, ~~Cargill~~ProGold ~~Competitor~~and ~~(as defined in the Operating Agreement) acquires an equity interest in the Cooperative,~~ Cargill ~~will~~entered ~~have~~into athat ~~sixty-day~~certain ~~option~~First Amendment to ~~purchase~~Second ~~all~~Amended ~~of the~~and ~~membership~~Restated ~~interest~~Facility inLease, ~~ProGold~~extending ~~held by~~ the ~~Cooperative~~term ~~for a purchase price~~ of ~~$81~~ ~~million plus 50% of~~ the ~~remaining lease payments due under the~~ Facility Lease through ~~the closing date of such sale. Further, if a Triggering Event (as~~ ~~defined in the Operating Agreement) occurs on or before~~ December 31, 2026,. Under the ~~Cooperative~~ ~~and~~terms ~~Cargill~~of ~~will~~the ~~expeditiously~~amended ~~and~~Facility ~~in good faith work together to finalize a joint venture agreement for the structure~~Lease, ~~governance~~Cargill ~~and operation~~paid of ProGold ~~according~~an toannual ~~certain~~lease ~~operating~~payment ~~principles and other guideline terms. If a joint venture agreement is agreed to, the Cooperative will reimburse Cargill for 50%~~ of ~~the undepreciated capital expense associated with approved projects~~$15.5 Ifmillion ain ~~Triggering Event does not occur on or before December 31~~2023, ~~2026, or~~$16 ifmillion ain ~~Triggering Event does occur~~2024, ~~but the Cooperative~~ and ~~Cargill~~will ~~are~~continue ~~unable~~ to ~~agree~~pay onan ~~terms~~annual ~~for~~lease apayment ~~joint~~of ~~venture~~$16 ~~agreement~~million ~~within~~in ~~four~~2025 ~~months of the~~and ~~Triggering~~2026. ~~Event, then~~ Cargill ~~agrees~~also agreed to ~~purchase~~pay the Cooperative’s ~~50%~~$1.29 ~~interest in~~million ~~ProGold~~at ~~for~~closing ~~$81~~as ~~million~~an early ~~and~~buyout ~~half~~ of ~~any~~previously ~~remaining~~committed ~~lease~~and ~~payments~~deployed ~~due~~capital ~~through December31, 2026~~projects.

~~Also~~The wet-milling facility was built in ~~connection~~1995. ~~with~~As processing facilities age, more extensive maintenance becomes necessary to keep the facility in good working order. During the term of the ~~Option~~Facility ~~exercise~~Lease, ~~ProGold~~Cargill ~~and~~will ~~Cargill~~deploy ~~entered~~capital ~~into~~for several approved projects estimated at $25 million. The Facility Lease was further amended by that certain Second ~~First~~ Amendment to Second Amended and Restated Facility Lease, effective March 1, 2022, ~~extending~~ ~~the~~to ~~term~~provide ofthat ~~the~~Cargill ~~Facility~~will ~~Lease~~have ~~through~~a ~~December~~leasehold ~~31,~~interest ~~2026.~~in ~~Under~~these ~~the~~capital ~~terms~~projects and will receive the benefit of depreciation during the ~~amended~~term of the Facility Lease. Additionally, ~~Cargill paid~~ ProGold anagreed ~~annual~~to ~~lease payment~~pay ofat least $~~15.5~~750,000 ~~million~~ in 2022 and ~~through~~ 2023, and ~~will~~$500,000 ~~pay~~in an2024 ~~annual~~through ~~lease~~2026, for infrastructure maintenance and ~~payment~~may ofalso ~~$16~~be ~~million~~required to pay additional sums in ~~2024~~order ~~through~~to ~~2026~~make certain capital improvements. ~~Cargill~~The ~~also~~payments ~~agreed~~will toreduce ~~pay~~any ~~the~~income available for ProGold’s ~~Cooperative~~members $1at the time of such expenses.29 ~~million~~The atCooperative ~~closing~~and asCargill anwould experience ~~early~~any ~~buyout~~such ofreduction ~~previously~~in ~~committed~~ProGold’s income proportionately based on their ~~and~~percentage ~~deployed~~ownership ~~capital~~of ~~projects~~ProGold.

~~The~~3 wet-milling facility was built in 1995. As processing facilities age, more extensive maintenance becomes necessary to keep the facility in good working order. During the term of the Facility Lease, Cargill will deploy capital for several approved projects estimated at $25 million. The Facility Lease was further amended by that certain Second Amendment to Second Amended and Restated Facility Lease, effective March 1, 2022, to provide that Cargill will have a leasehold interest in these capital projects and will receive the benefit of depreciation during the term of the Facility Lease. Additionally, ProGold agreed to pay at least $750,000 in 2022 and 2023, and $500,000 in 2024 through 2026, for infrastructure maintenance and may also be required to pay additional sums in order to make certain capital improvements. The payments will reduce any income available for ProGold’s members at the time of such expenses. The Cooperative and Cargill would experience any such reduction in ProGold’s income proportionately based on their percentage ownership of ProGold.

Membership and Delivery Obligations

Annually, the Cooperative is required to deliver approximately 15,490,480 bushels of corn to Cargill for processing at the ProGold facility. The Cooperative’s members deliver corn to the ProGold facility on the Cooperative’s behalf to meet this delivery obligation.

Any person residing in the United States can own Units in the Cooperative as long as that person delivers or provides for the delivery of corn for processing at the ProGold facility. Ownership of our Units requires our members to deliver corn to the Cooperative in proportion to the number of Units each member holds. Currently 15,490,480 Units are issued and outstanding. The Cooperative’s income and losses are allocated to our members based on the volume of corn a member delivers or has delivered. Subject to certain limitations, as long as a member patronizes the Cooperative by delivering corn in proportion to the number of Units held by the member, the member will be allocated a corresponding portion of our income (or loss). In this way, we operate on a cooperative basis.

To hold our Units a member is required to execute a Uniform Member Agreement that obligates the member to deliver corn to us and an Annual Delivery Agreement by which each member annually elects the member’s method to deliver corn — either Method A or Method B, or a combination of both. Under Method A, a member is required to physically deliver the required bushels of corn to us either at the ProGold facility or another location designated by the Cooperative. Under Method B, a member appoints us as its agent to arrange for the acquisition and delivery of the required bushels of corn on the member’s behalf.

3In order to provide delivery services to our members in the most cost-effective manner, the Cooperative has entered into an agreement with Cargill whereby we appoint Cargill as our agent to arrange for the delivery of the corn by our members who elect to deliver corn using Method A, and we appoint Cargill as our agent to acquire corn on our behalf for our members who elect to deliver corn using Method B. If a member elects to deliver corn using Method B, the price per bushel the Cooperative pays to the member is equal to the price per bushel paid by Cargill to acquire the corn as our agent. The Cooperative pays members who deliver corn under Method A the market price or contracted price for their corn at the time of delivery. Members who deliver corn under Method A also receive from the Cooperative an incentive payment of $.10 per bushel on the corn that they deliver, while members who elect Method B to deliver corn pay to the Cooperative a $.02 per bushel agency fee for the cost of having us deliver corn on their behalf. The incentive payment for Method A deliveries and the agency fee for Method B deliveries are subject to annual adjustment at the sole discretion of our Board of Directors. While the Cooperative is financially responsible for the various payments to the members for corn, Cargill, serving as the Cooperative’s administrative agent, issues payments to members for corn on the Cooperative’s behalf.

InAnnually, ~~order~~we tonotify ~~provide~~Cargill ~~delivery~~of ~~services~~the tonumber ~~our~~of ~~members~~bushels inof ~~the~~Method ~~most~~A ~~cost-effective~~corn ~~manner,~~to ~~the~~be ~~Cooperative~~delivered by each member who has ~~entered~~elected ~~into~~to andeliver ~~agreement~~corn ~~with~~by ~~Cargill~~Method ~~whereby~~A. Once we ~~appoint~~provide ~~Cargill~~notification ~~as our agent~~ to ~~arrange~~Cargill ~~for~~ of the ~~delivery~~number of ~~the~~bushels of corn, byCargill ~~our~~then ~~members~~confirms ~~who~~the ~~elect~~amount toof ~~deliver~~ corn with ~~using~~each ~~Method~~member A, and wenotifies ~~appoint~~that ~~Cargill~~member aswith ~~our~~respect ~~agent~~ to ~~acquire~~quality ~~corn on our~~specifications, ~~behalf~~allowances, ~~for~~deductions ~~our~~and ~~members~~premiums ~~who~~to ~~elect~~be applicable to ~~deliver~~that corn. ~~using~~The member with a Method B.A Ifcorn acommitment ~~member elects~~then todirectly ~~deliver~~contracts with Cargill for corn delivered ~~using~~by Method B,A. At the ~~price~~end ~~per~~of ~~bushel~~each ~~the~~month ~~Cooperative~~Cargill ~~pays to~~reports the ~~member~~number isof Method ~~equal~~A tobushels delivered and the ~~price~~average ~~per~~daily ~~bushel~~price paid byfor corn that Cargill topurchased ~~acquire~~from ~~the corn~~members ason ~~our~~the ~~agent~~Cooperative’s behalf. The ~~Cooperative~~product ~~pays~~of ~~members~~the number ~~who~~of ~~deliver~~bushels ~~corn~~delivered ~~under~~multiplied ~~Method~~by A the average monthly market price oris reported ~~contracted~~as ~~price~~Method ~~for~~A ~~their~~ corn atexpense. In the ~~time~~event ofa ~~delivery. Members~~member who has elected to deliver corn ~~under~~by Method A ~~also~~delivers ~~receive~~to ~~from~~Cargill ~~the~~more ~~Cooperative~~than anits delivery commitment, ~~incentive~~any ~~payment~~corn delivered in excess of ~~$.10~~that ~~per~~commitment ~~bushel~~is onhandled ~~the~~as a direct sale of corn ~~that~~to ~~they~~Cargill. ~~deliver,~~In ~~while members~~the ~~who~~event ~~elect~~a ~~Method~~member Bwho has elected to deliver corn ~~pay~~by Method A delivers to ~~the~~Cargill ~~Cooperative~~less athan ~~$.02~~its ~~per bushel~~committed ~~agency~~amount ~~fee~~of ~~for~~corn, the ~~cost~~quantity of the ~~having~~shortfall usis ~~deliver~~then ~~corn~~purchased and delivered by Cargill on ~~their~~our behalf. The ~~incentive~~purchase ~~payment~~price ~~for~~is ~~Method~~equal Ato ~~deliveries and~~ the ~~agency~~average ~~fee~~price reported for Method ~~B deliveries~~A ~~are~~corn ~~subject~~for ~~to annual adjustment at~~ the final ~~sole~~month ~~discretion~~ of ~~our~~the ~~Board of Directors~~year. ~~While~~In addition, the ~~Cooperative~~Method isA ~~financially~~member ~~responsible~~with ~~for~~a ~~the~~shortfall ~~various~~will ~~payments~~be tocharged ~~the~~a ~~members~~purchased ~~for~~ corn, ~~Cargill,~~fee ~~serving~~and asagency ~~the~~fee ~~Cooperative’s administrative~~determined ~~agent,~~by ~~issues payments to members for corn on~~ the ~~Cooperative’s~~Board of ~~behalf~~Directors.

~~Annually, we notify~~ Cargill of purchases the ~~number~~ remainder of ~~bushels~~the ~~of Method A~~ corn to be delivered by ~~each~~us ~~member~~on ~~who~~behalf ~~has elected~~of toour ~~deliver corn by~~ Method A.B ~~Once~~delivering wemembers at ~~provide~~such ~~notification~~time toand ~~Cargill~~in ~~of the~~such ~~number~~quantities ofas ~~bushels~~it ofdeems ~~corn,~~appropriate ~~Cargill~~and ~~then~~in ~~confirms~~ the ~~amount~~best interest of ~~corn~~the ~~with each~~Cooperative ~~member~~ and ~~notifies~~Cargill. ~~that~~Each ~~member with respect to quality specifications~~quarter, ~~allowances,~~ ~~deductions~~the ~~and~~Cooperative ~~premiums to be applicable to that corn. The member~~notifies ~~with a Method A corn commitment then directly contracts with~~ Cargill ~~for corn delivered by Method A. At the end~~ of ~~each month Cargill reports~~ the number of Method AB bushels ~~delivered~~to ~~and~~be ~~the~~purchased ~~average~~during ~~daily~~the ~~price paid for corn that~~quarter. Cargill ~~purchased~~will ~~from~~certify ~~members~~to on the Cooperative’s ~~behalf.~~that ~~The~~it ~~product~~has ofpurchased the ~~number~~ ~~of bushels delivered multiplied by the average monthly market price is~~necessary ~~reported as~~ Method AB ~~corn expense~~bushels. InThe ~~the~~price ~~event~~paid ~~a member who has elected to deliver corn by Method A delivers to Cargill more than its delivery commitment, any corn delivered in excess of that commitment~~ is ~~handled~~reported as ~~a direct sale of corn to Cargill. In~~ the ~~event a member who has elected to deliver corn by~~ Method A ~~delivers~~B ~~to Cargill less than its committed amount of~~ corn, ~~the quantity of~~revenue, ~~the~~calculated ~~shortfall is then purchased and delivered~~ by ~~Cargill~~multiplying ~~on our behalf. The purchase price is equal to~~ the weighted average price ~~reported~~ for Method A corn ~~for~~delivered during the ~~final~~ ~~month~~quarter ofby the ~~year.~~number Inof ~~addition, the~~ Method AB ~~member~~bushels ~~with~~delivered aduring ~~shortfall will be charged a purchased corn fee and agency fee determined by~~ the ~~Board of~~ ~~Directors~~quarter.

~~Cargill~~4 purchases the remainder of the corn to be delivered by us on behalf of our Method B delivering members at such time and in such quantities as it deems appropriate and in the best interest of the Cooperative and Cargill. Each quarter, the Cooperative notifies Cargill of the number of Method B bushels to be purchased during the quarter. Cargill will certify to the Cooperative that it has purchased the necessary Method B bushels. The price paid is reported as the Method B corn revenue, calculated by multiplying the weighted average price for Method A corn delivered during the quarter by the number of Method B bushels delivered during the quarter.

In exchange for the services set forth above with respect to handling our member’s delivery of corn to the wet-milling facility, we paid Cargill an annual fee of $60,000 in 2023 and an annual fee of $60,000 in 2024. This fee was paid in quarterly installments. In addition, we also pay Cargill a per-bushel fee if a Method A member fails to deliver corn. This amount was $3,000 for members who did not complete deliveries in 2023 and $400 for members who did not complete deliveries in 2024. This amount is in addition to any reimbursement we are required to pay Cargill for a Method A member’s failure to deliver. All of our agreements with Cargill terminate at the expiration of the Facility Lease between Cargill and ProGold.

Allocation of Income and/or Losses

When members deliver corn to the Cooperative for processing at the facility, they are paid a market price for the corn that is delivered. In addition, members have a right to receive added value for the efforts in the form of patronage based on each member’s proportionate share of the Cooperative’s income from ProGold that is derived primarily from Cargill’s lease of the facility.

Our Fourth Amended and Restated Bylaws (“Bylaws”) establish a Method A delivery pool and a Method B delivery pool. Generally, our income and/or losses are allocated annually based on the percentage of bushels of corn our members elect to deliver using either Method A or Method B. Regardless of the actual percentage allocation between our members who deliver bushels of corn using Method A or Method B, our Bylaws require us to annually allocate at least 15% of our income and/or losses to the Method A pool. The amount of our income and/or losses actually allocated to the Method A pool is a percentage equal to the greater of 15% or the actual percentage of bushels of corn delivered by our members using Method A.

4If less than 15% of the bushels of corn are delivered by members using Method A, the members who elect Method A will be allocated 15% of our income and/or losses even though they deliver less than 15% of the bushels of corn obligated to be delivered by us to Cargill. As a result of this requirement, a Method A member may receive a greater proportionate allocation of our income and/or losses than a Method B member who contracted to have the same amount of corn delivered.

IfFor ~~less~~fiscal ~~than~~year 152024, our members delivered 27% of the bushels of corn ~~are delivered~~ by ~~members using~~ Method A, ~~the~~and ~~members~~73% ~~who~~of ~~elect~~the ~~Method~~bushels Aof corn ~~will~~by beMethod ~~allocated~~B. ~~15%~~For offiscal ~~our~~year ~~income~~2023, ~~and/or~~members ~~losses~~delivered ~~even~~28% ~~though~~of ~~they~~the ~~deliver~~bushels ~~less~~by ~~than~~Method 15A and 72% of the bushels of corn ~~obligated~~by toMethod beB. ~~delivered~~Income byand/or uslosses toand any ~~Cargill.~~cash Asdistributions ~~a result~~being ofallocated ~~this~~to ~~requirement,~~the a Method A ~~member~~pool ~~may~~were ~~receive~~27% ain ~~greater~~fiscal ~~proportionate~~year ~~allocation~~2024 ~~of our income~~ and~~/or~~ ~~losses~~28% ~~than~~in afiscal ~~Method~~year ~~B member who contracted to have the same amount of corn delivered~~2023.

~~For~~Government ~~fiscal~~Regulations ~~year 2023, our members delivered 28% of the bushels of corn by Method A~~ and ~~72%~~Environmental ofCompliance the bushels of corn by Method B. For fiscal year 2022, members delivered 27% of the bushels by Method A and 73% of the bushels of corn by Method B. Income and/or losses and any cash distributions being allocated to the Method A pool were 28% in fiscal year 2023 and 27% in fiscal year 2022.

~~Government~~The ~~Regulations~~Cooperative ~~and~~does ~~Environmental~~not anticipate ~~Compliance~~any material effects of governmental regulations on its business. To the extent government regulations, including environmental regulations, require certain capital improvements to the ProGold facility, ProGold may be required to pay for such improvements. The payments would reduce any income available for the Cooperative, as a member of ProGold, at the times of such expenses. We do not expect that the cost of complying with these regulations will have a material impact on our distribution from ProGold for the current fiscal year.

~~The~~Employees Cooperative does not anticipate any material effects of governmental regulations on its business. To the extent government regulations, including environmental regulations, require certain capital improvements to the ProGold facility, ProGold may be required to pay for such improvements. The payments would reduce any income available for the Cooperative, as a member of ProGold, at the times of such expenses. We do not expect that the cost of complying with these regulations will have a material impact on our distribution from ProGold for the current fiscal year.

~~Employees~~As of December 31, 2024, the Cooperative had 1 full-time employee, Executive Vice President, Scott Stofferahn, who serves in the capacity of chief executive officer and chief financial officer.

AsCompetition ~~of December 31, 2023, the Cooperative had 1 full-time employee, Executive Vice President, Scott Stofferahn, who serves in the capacity of chief executive officer and chief financial officer.~~

~~Competitio~~As a grower-owned cooperative whose members are contractually obligated to deliver corn, the Cooperative generally does not face competition in the marketplace for corn. More importantly, its governing documents and contractual arrangements with Cargill contain contractual incentives for growers to deliver corn to the Cooperative and not to another processor. Even if members do not fully satisfy their delivery commitments, there are sufficient supplies of corn to be purchased in the open market to meet any contract obligations to Cargill, with any costs to be charged to the defaulting member.

AsThe aCooperative ~~grower-owned~~was ~~cooperative~~formed in ~~whose~~1994 ~~members~~by ~~are~~a ~~contractually~~group ~~obligated~~of corn growers with a goal of adding value to ~~deliver~~the corn, they delivered for processing. Members invested in the Cooperative with the goal of ~~generally~~creating ~~does~~a facility where they could not ~~face~~only ~~competition~~find ina ~~the~~certain ~~marketplace~~market for their corn. ~~More importantly,~~but ~~its~~where ~~governing~~they ~~documents~~could ~~and~~also ~~contractual~~benefit ~~arrangements~~from ~~with~~a ~~Cargill~~long-term investment in a ~~contain~~value-added ~~contractual~~enterprise ~~incentives~~such ~~for~~as ~~growers~~the toProGold ~~deliver~~facility. ~~corn~~There is no competition in attracting members to the Cooperative and ~~not~~its ~~to another processor~~services. ~~Even~~Other grain ifshippers ~~members~~and docorn ~~not~~processing ~~fully~~facilities ~~satisfy~~in ~~their delivery~~the ~~commitments,~~region ~~there~~provide ~~are~~competition for ~~sufficient~~the ~~supplies~~purchase of corn tofrom bemembers, ~~purchased~~but ~~in the~~most ~~open~~do ~~market~~not toprovide ~~meet~~the ~~any~~opportunity for ~~contract~~membership ~~obligations~~or topartial ~~Cargill,~~ownership ~~with~~and any ~~costs~~resulting toadditional profits from bethe ~~charged~~operation toor ~~the~~lease ~~defaulting~~of ~~member~~their facilities.

~~The~~5 Cooperative was formed in 1994 by a group of corn growers with a goal of adding value to the corn they delivered for processing. Members invested in the Cooperative with the goal of creating a facility where they could not only find a certain market for their corn but where they could also benefit from a long-term investment in a value-added enterprise such as the ProGold facility. There is no competition in attracting members to the Cooperative and its services. Other grain shippers and corn processing facilities in the region provide competition for the purchase of corn from members, but most do not provide the opportunity for membership or partial ownership and any resulting additional profits from the operation or lease of their facilities.

Item 1A.	RISK FACTORS
	As a smaller reporting company, we are not required to provide disclosure pursuant to this Item.
Item 1B.	UNRESOLVED STAFF COMMENTS
	As a smaller reporting company, we are not required to provide disclosure pursuant to this Item.
Item 1C.	CYBERSECURITY

Item 1A. RISK FACTORS

~~Cybersecurity~~As ~~risk~~a ~~management~~smaller ~~and~~reporting ~~strategy~~company, we are not required to provide disclosure pursuant to this Item.

~~The~~Item Cooperative’s Board of Directors recognizes the significance that cybersecurity has on our business, particularly the security of our member data, and is responsible for overseeing risks to the Cooperative from cybersecurity threat actors1B. ~~Our~~UNRESOLVED ~~operations~~STAFF rely on various information systems and technologies, mainly those provided by third party providers. These systems collect, process, transmit and retain information that may require both mandatory and voluntary data protection regimens. COMMENTS

5As a smaller reporting company, we are not required to provide disclosure pursuant to this Item.

~~Our~~Item ~~cybersecurity practices are designed to provide reasonable information security given the nature of our organization and our third-party relationships~~1C. We rely on the representations and certifications of key partnerships with suppliers recognizing these third-party relationships introduce additional cybersecurity risks. To address these third-party risks, we have established strict criteria for supplier selection and conduct security risk assessments to mitigate potential impacts on our business. We do not, at this time, engage assessors, consultants, auditors, or other third parties in connection with any security risk assessments or processes. CYBERSECURITY

Cybersecurity ~~governance~~risk management and strategy

The Cooperative’s Board of Directors ~~believes~~recognizes athe ~~strong~~significance that cybersecurity ~~strategy~~has ison ~~vital to protect~~ our ~~business~~ ~~operations~~business, particularly ~~sustain~~the ~~our~~security ~~control~~of ~~environment and honor~~ our member data ~~protection~~, ~~obligations.~~and ~~The~~is ~~Board~~responsible ~~has~~for ~~delegated~~overseeing risks to ~~its Finance & Audit Committee~~ the ~~responsibility for monitoring the effectiveness of the~~ Cooperative’s ~~internal~~from cybersecurity ~~practices~~threat actors. ~~The~~Our ~~Executive~~operations ~~Vice President~~rely ~~manages~~on ~~the~~various ~~Cooperative’s~~information ~~cybersecurity-related~~systems ~~risks~~and technologies, ~~communicates~~mainly ~~with suppliers~~those ~~and~~provided ~~other~~by third party providers. ~~regarding~~These ~~cybersecurity~~systems ~~threats~~collect, ~~incidents,~~ ~~plans and responses~~process, ~~and~~transmit ~~reports to the Finance & Audit Committee~~ and~~/or~~ ~~the~~retain ~~entire Board regarding such cybersecurity threats, incidents, plans~~information ~~and~~that ~~responses~~may onrequire atboth ~~least~~mandatory ~~a semi-annual basis,~~ and ~~more~~voluntary ~~often~~data asprotection ~~needed~~regimens.

~~During~~Our cybersecurity practices are ~~2023,~~designed ~~the~~to ~~Cooperative~~provide ~~did~~reasonable ~~not~~information ~~experience~~security ~~any~~given the nature of our ~~cybersecurity~~organization ~~threats~~and orour ~~incidents~~third-party ~~that~~relationships. ~~have~~We ~~materially~~rely ~~affected~~on orthe ~~are~~representations ~~reasonably~~and ~~likely~~certifications toof ~~materially~~key ~~affect~~partnerships ~~the~~with suppliers recognizing these ~~Cooperative,~~third-party ~~including~~relationships ~~its~~introduce ~~business~~additional ~~strategy,~~cybersecurity ~~results~~risks. ofTo ~~operations~~address these third-party risks, orwe have established strict criteria for supplier ~~financial~~selection ~~condition~~and conduct security risk assessments to mitigate potential impacts on our business.

Item 2.	PROPERTIES
	We lease executive office space at 1002 Main Avenue West, Suite 5, West Fargo, ND 58078. The Cooperative’s office space needs are limited and easily met by a market rate lease.
Item 3.	LEGAL PROCEEDINGS
	The Cooperative is not currently involved in any legal proceedings. In addition, we are not aware of any potential claims that could result in the commencement of legal proceedings.
Item 4.	MINE SAFETY DISCLOSURES
	Not applicable.

The Cooperative’s Board of Directors contracts with a Managed Security Service Provider. Our Managed Security Service Provider services include: (i) managed IT services, consisting of timely software installation and updates, data backup and recovery, and system monitoring and reporting; and (ii) cyber security services, consisting of firewall management, intrusion detection and prevention, malware and virus protection, security audits and vulnerability assessments, security incident response, and employee awareness training. In addition, our Managed Security Service Provider conducts risk assessments and provides recommendations to the Executive Vice President and the Board of Directors, provides threat containment and mitigation services, assists the Cooperative with cybersecurity compliance, and would coordinate with insurance carriers and law enforcement in the event of a cybersecurity incident.

~~PART~~Cybersecurity II governance

~~Item~~The 5Cooperative’s Board of Directors believes a strong cybersecurity strategy is vital to protect our business operations, sustain our control environment and honor our data protection obligations. ~~MARKET~~The ~~FOR~~Board ~~REGISTRANT~~has delegated to its Finance & Audit Committee the responsibility for monitoring the effectiveness of the Cooperative’Ss ~~COMMON~~internal ~~EQUITY~~cybersecurity practices. The Executive Vice President manages the Cooperative’s cybersecurity-related risks, ~~RELATED~~communicates ~~STOCKHOLDER~~with suppliers ~~MATTERS~~and ~~ANDISSUER~~other ~~PURCHASES~~third OFparty ~~EQUITY~~providers ~~SECURITIES~~regarding cybersecurity threats, incidents, plans and responses, and reports to the Finance & Audit Committee and/or the entire Board regarding such cybersecurity threats, incidents, plans and responses on at least a semi-annual basis, and more often as needed.

~~Market~~During 2024, ~~Information~~the Cooperative did not experience any cybersecurity threats or incidents that have materially affected or are reasonably likely to materially affect the Cooperative, including its business strategy, results of operations, or financial condition.

~~There~~Item ~~is no established trading market for our Units~~2. To maintain our partnership tax status, members may not trade their Units on an established securities market or readily trade Units on a secondary market (or the substantial equivalent thereof). All transfers are subject to approval by the Board of Directors and a determination that the transfer will not cause us to be deemed a publicly traded partnership. In accordance with the publicly traded partnership rules, the Cooperative has made arrangements with FNC Ag Stock, LLC to serve as a qualified matching service for our members. PROPERTIES

~~Our~~We ~~Bylaws~~lease ~~restrict~~executive ~~the~~office ~~ability of~~space ~~our~~at ~~members~~1002 toMain ~~transfer~~Avenue ~~their~~West, ~~Units. To help ensure that a secondary market~~Suite ~~does~~5, ~~not~~West ~~develop~~Fargo, ~~our~~ND ~~Bylaws prohibit transfers without the approval of our Board of Directors~~58078. The ~~Board~~Cooperative’s ofoffice ~~Directors~~space ~~will~~needs ~~not~~are ~~approve~~limited ~~transfers unless they fall within “safe harbors” contained in the publicly traded partnership rules under the Code~~ and ~~the related rules and regulations. Any transfers of~~ ~~Units~~easily inmet ~~violation~~by ofa ~~the~~market ~~publicly~~rate ~~traded partnership rules or without the prior consent of the Board of Directors will be invalid~~lease.

~~There~~Item ~~are no outstanding warrants or options to purchase, or securities convertible into, our Units~~3. AsLEGAL ~~of the date hereof, there are 15,490,480 Units that are eligible for sale pursuant to Rule 144. We have not agreed to register any Units under the Securities Act for sale by members.~~ PROCEEDINGS

~~Holders~~The Cooperative is not currently involved in any legal proceedings. In addition, we are not aware of any potential claims that could result in the commencement of legal proceedings.

AsItem ~~of the date hereof, there are 1,462 holders of the Cooperative’s Units determined by an examination of the Cooperative’s equity records that the Cooperative maintains~~4. ~~Our~~MINE ~~Units~~SAFETY ~~are uncertificated.~~ DISCLOSURES

~~Distributions~~Not applicable.

~~The~~PART ~~Cooperative,~~II to the extent cash is available, generally plans to make distributions to its members. The Cooperative may make cash distributions at such time and in such amounts as determined from time to time by our Board of Directors in its sole discretion; provided that we must annually, on or before March 1 of each year, make a cash distribution to our then current members equal to at least thirty percent (30%) of the income allocated to members for the prior year. Any such cash distributions shall be made in a uniform and equitable basis among the members within a particular allocation pool on the basis of patronage. Such cash distributions will be reduced by any tax withholding payments that are made on the member’s behalf. For the fiscal year ended December 31, 2022, the Cooperative made aggregate cash distributions to members of $6,506,000. For the fiscal year ended December 31, 2023, the Cooperative made aggregate cash distributions to members of $6,816,000. For more information regarding factors considered by the Board of Directors in determining the amount of cash distributions, see the section entitled “Liquidity and Capital Resources” in Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

~~The~~Market ~~Cooperative~~Information ~~currently has no equity compensation plan.~~

~~Purchases~~There ofis ~~Equity~~no ~~Securities~~established trading market for our Units. To maintain our partnership tax status, members may not trade their Units on an established securities market or readily trade Units on a secondary market (or the substantial equivalent thereof). All transfers are subject to approval by ~~Golden~~the ~~Growers~~Board of Directors and a determination that the transfer will not cause us to be deemed a publicly traded partnership. In accordance with the publicly traded partnership rules, the Cooperative has made arrangements with FNC Ag Stock, LLC to serve as a qualified matching service for our members.

~~None~~Our Bylaws restrict the ability of our members to transfer their Units. To help ensure that a secondary market does not develop, our Bylaws prohibit transfers without the approval of our Board of Directors. The Board of Directors will not approve transfers unless they fall within “safe harbors” contained in the publicly traded partnership rules under the Code and the related rules and regulations. Any transfers of Units in violation of the publicly traded partnership rules or without the prior consent of the Board of Directors will be invalid.

~~Recent~~There ~~Sales~~are no outstanding warrants or options to purchase, or securities convertible into, our Units. As of ~~Unregistered~~the date hereof, there are 15,490,480 Units that are eligible for sale pursuant to Rule 144. We have not agreed to register any Units under the Securities Act for sale by members.

~~None.~~Holders

~~Item~~As 6of the date hereof, there are 1,456 holders of the Cooperative’s Units determined by an examination of the Cooperative’s equity records that the Cooperative maintains. ~~[RESERVED]~~Our Units are uncertificated.

~~Item~~Distributions ~~7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS~~

The ~~following~~Cooperative, ~~discussion~~to the extent ~~should~~cash beis ~~read~~available, ingenerally ~~conjunction~~plans ~~with~~to ~~the~~make ~~Cooperative’s~~distributions ~~financial~~to ~~statements,~~its ~~the~~members. The ~~notes~~Cooperative ~~thereto~~may ~~and~~make ~~the~~cash ~~other~~distributions ~~financial~~at ~~data~~such ~~included~~time ~~elsewhere~~and in ~~this~~such amounts as ~~Annual~~determined ~~Report~~from ontime ~~Form~~to ~~10-K.~~time ~~The~~by ~~following~~our ~~discussion~~Board ~~contains~~of ~~forward-looking~~Directors in its sole discretion; ~~statements.~~provided ~~Such~~that ~~statements~~we ~~are~~must ~~based~~annually, on ~~assumptions~~or bybefore ~~the~~March ~~Cooperative’s~~1 of each year, make a cash ~~management~~distribution asto our then current members equal to at least thirty percent (30%) of the ~~date~~income ofallocated ~~this~~to ~~report~~members ~~and~~for ~~are~~the ~~subject~~prior toyear. ~~risks~~Any ~~and~~such cash ~~uncertainties,~~distributions asshall ~~discussed~~be made in ~~the~~a ~~section~~uniform ~~entitled~~and ~~“Forward~~equitable ~~Looking Statements.”~~basis ~~Readers~~among ~~should~~the ~~not~~members within ~~place~~a ~~undue~~particular ~~reliance~~allocation pool on ~~such forward-looking~~the ~~statements~~basis of patronage. ~~Please~~Such ~~refer~~cash distributions towill ~~Part~~be ~~II,~~reduced ~~Item~~by 7any oftax ~~our~~withholding ~~Annual~~payments ~~Report~~ that are made on the ~~Form~~member’s ~~10-K~~behalf. ~~for~~For the fiscal year ended December 31, ~~2022~~2023, ~~for~~the Cooperative amade ~~comparative discussion~~aggregate ofcash ~~our~~distributions ~~financial~~to ~~results~~members ~~for~~of ~~the~~$6,816,000. For the fiscal year ended December 31, ~~2022~~2024, the Cooperative made aggregate cash asdistributions ~~compared~~to ~~with~~members of $7,745,000. For more information regarding factors considered by the ~~fiscal~~Board ~~year~~of ~~ended~~Directors ~~December~~in 31determining the amount of cash distributions, ~~2021~~see the section entitled “Liquidity and Capital Resources” in Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

~~Results~~Securities ofAuthorized ~~Operations~~for Issuance under Equity Compensation Plans

The Cooperative ~~derives~~currently ~~revenue from~~has ~~two sources: operations related to the marketing of members’ corn and~~no ~~income~~equity ~~derived~~compensation ~~from the Cooperative’s membership interest in ProGold~~plan. The corn marketing operations generate revenue for the Cooperative equal to the value of the corn that is delivered to Cargill for processing at the facility. The Cooperative recognizes expense equal to this same amount which results in the corn marketing operations being revenue neutral to the Cooperative, except for revenue from the Method B agency fee and expenses related to the Method A incentive payments, required licensing and bonding expenses, and the service fee paid to Cargill.

7Purchases of Equity Securities by Golden Growers Cooperative

~~The Cooperative sold approximately 15~~None.5 million bushels of corn on behalf of its members in each of fiscal 2022 and 2023. The Cooperative recognized corn revenue of $88,019,000 in fiscal 2023 as compared to $107,409,000 in fiscal 2022, a decrease of 18% due primarily to a decrease in the price of corn sold. The Cooperative recognized corn expense of $88,278,000 in fiscal 2023 and $107,451,000 in fiscal 2022, a decrease of 18% due primarily to a decrease in the price of corn purchased.

InRecent ~~fiscal~~Sales ~~2023, the Cooperative’s members, on the Cooperative’s behalf, delivered to Cargill 4,262,000 bushels~~ of ~~corn~~ ~~using~~Unregistered ~~Method~~Securities A and 11,228,000 bushels of corn using Method B. In fiscal 2022, the Cooperative’s members, on the Cooperative’s behalf, delivered to Cargill 4,161,000 bushels of corn using Method A and 11,329,000 bushels of corn using Method B. In fiscal year 2023, the Cooperative recognized incentive fee expense of $426,000 and agency fee income of $225,000 for the period. Respectively, in fiscal year 2022 the Cooperative recognized incentive fee expense of $208,000 and agency fee income of $227,000. Additionally, the Cooperative paid Cargill $63,000 in fiscal 2023 and $60,000 in fiscal 2022 for services as our agent in connection with the Cooperative’s corn marketing operation.

~~The Cooperative derived $6,084,000 of income from ProGold in fiscal year 2023, a decrease of $667,000 or 10% as compared to $6,751,000 of income in fiscal 2022~~None. The decrease in income received from ProGold was due primarily to a decrease in lease revenue in 2023 compared to 2022 primarily due to supplemental lease revenue in the first two months of 2022 following Cargill’s exercise of the Option.

~~General~~7 ~~and Administrative Expenses~~

~~The~~Item ~~Cooperative’s general and administrative expenses include salaries and benefits, professional fees and fees paid to our Board of Directors~~6. The general and administrative expenses for fiscal 2023 were $615,000, an increase of $78,000 or 15% as compared to fiscal 2022. The increase was due primarily to increased legal and general administrative costs. [RESERVED]

~~Other~~Item ~~Income~~7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

~~Other~~The ~~income~~following ~~for~~discussion should ~~the~~be ~~fiscal~~read ~~year ended~~in ~~December~~conjunction ~~31,~~with ~~2023,~~the ~~was~~Cooperative’s ~~$121~~financial statements,~~000~~ ~~compared~~the notes tothereto ~~$508,000~~and ~~for~~ the ~~fiscal~~other ~~year~~financial data included elsewhere in this ~~ended~~Annual ~~December~~Report ~~31,~~on ~~2022~~Form 10-K. The ~~decrease~~following ~~was~~discussion ~~due~~contains forward-looking ~~primarily~~statements. Such statements are based on assumptions by the Cooperative’s management as of the date of this report and are subject to ~~decreased~~risks ~~investment~~and uncertainties, as discussed in the section entitled ~~income~~“Forward Looking Statements.” ~~Realized~~Readers ~~gain(loss)~~should not place undue reliance on such ~~investments~~forward-looking statements. Please refer to Part II, Item 7 of our Annual Report on Form 10-K for the fiscal year ended December 31, 2023, ~~was~~for ~~($266,000)~~a comparative asdiscussion ~~compared~~of toour ~~$286,000~~financial results for the ~~same~~fiscal ~~respective~~year ~~period~~ended inDecember 31, 2023 as compared with the fiscal year ended December 31, 2022.

~~Liquidity~~Results ~~and~~of ~~Capital~~Operations ~~Resources~~

The Cooperative derives revenue from two sources: operations related to the marketing of members’ corn and income derived from the Cooperative’s ~~working~~membership ~~capital~~interest in ProGold. The corn ~~was~~marketing ~~$6,542,000~~operations atgenerate ~~December~~revenue ~~31,~~for ~~2023~~the ~~and~~Cooperative ~~$6,969,000~~equal atto ~~December~~the ~~31,~~value ~~2022~~of the corn that is delivered to Cargill for processing at the facility. The ~~decreased~~Cooperative ~~working~~recognizes ~~capital~~expense equal to this same amount which results in ~~2023~~the corn asmarketing ~~compared~~operations being revenue neutral to ~~2022~~the ~~was~~Cooperative, ~~primarily~~except afor revenue ~~result~~from ofthe Method B agency fee and expenses related to the Method A ~~decreased~~incentive ~~investment~~payments, ~~income~~required ~~received~~licensing ~~during~~and ~~2023~~bonding asexpenses, ~~compared~~and the service fee paid to ~~2022~~Cargill.

The Cooperative ~~received cash~~sold ~~distributions~~approximately ~~from~~15.5 ~~ProGold~~million ~~totaling~~bushels ~~$7,344,000~~of corn on behalf of its members in each of fiscal 2023 and 2024. The Cooperative recognized corn revenue of $961,~~595~~998,000 in fiscal ~~2022.~~2024 ~~Decreased~~as ~~ProGold~~compared ~~LLC~~to ~~distributions~~$88,019,000 in fiscal 2023, ~~are~~a ~~related~~decrease ~~to the distribution~~ of ~~ProGold~~29.6% ~~reserves~~due primarily ~~in 2022 prior~~ to ~~the~~a ~~change~~decrease in ~~ownership~~the price of ~~ProGold~~ oncorn ~~March 1, 2022~~sold. The Cooperative ~~paid~~recognized corn ~~cash~~expense ~~distributions~~of ~~to its members totaling~~ $662,~~816~~033,000 in fiscal ~~2023~~2024 and $688,~~506~~278,000 in fiscal ~~2022~~2023, a decrease of 29.7% due primarily to a decrease in the price of corn purchased.

In fiscal ~~2018~~2024, the Cooperative’s ~~invested~~members, aon ~~portion~~the ofCooperative’s ~~its~~behalf, ~~cash~~delivered ~~reserves~~to inCargill ~~bonds.~~4,123,000 Tobushels ~~ensure~~of corn ~~that~~using ~~the~~Method ~~Cooperative would~~A ~~have~~and ~~access~~11,367,000 tobushels ~~cash~~of ifcorn ~~needed~~using ~~before~~Method ~~the~~B. ~~maturity~~In offiscal 2023, the ~~bonds~~Cooperative’s members, on the Cooperative’s ~~also~~behalf, ~~established~~delivered ato Cargill $24,~~000~~262,000 ~~line~~bushels of ~~credit~~corn ~~with~~using aMethod ~~variable~~A and 11,228,000 bushels of corn ~~interest~~using ~~rate~~Method ~~based~~B. onIn fiscal year 2024, the ~~prime~~Cooperative ~~rate~~recognized ~~that~~incentive ~~terminates~~fee expense onof ~~October~~$206,000 16and agency fee income of $231,000 ~~2024~~for the period. ~~The~~In fiscal ~~line~~year 2023, the Cooperative recognized incentive fee expense of ~~credit~~$426,000 isand agency ~~secured~~fee byincome ~~the~~of ~~Investment~~$225,000. ~~Management~~Additionally, ~~Agency~~the ~~account~~Cooperative ~~for~~paid ~~Golden~~Cargill ~~Growers~~$60,000 ~~maintained~~in byfiscal ~~Bell~~2024 ~~Bank.~~and ~~There~~$63,000 ~~was~~in nofiscal ~~outstanding~~2023 ~~balance~~for services as ofour ~~December~~agent in ~~31,~~connection ~~2023~~with the Cooperative’s corn marketing operation.

The Cooperative ~~had~~derived $6,240,000 noof ~~long-term~~income ~~debt~~from asProGold in fiscal year 2024, an increase of ~~December~~$156,000 or 312.6% as compared to $6,084,000 of income in fiscal 2023. The increase in ~~and~~income ~~December~~received ~~31,~~from ~~2022~~ProGold was due primarily to an increase in lease revenue in 2024 compared to 2023.

~~The~~General ~~Cooperative used operating cash flows of $281,000 for the fiscal year ended December 31, 2023~~ and ~~$410,000 for~~Administrative ~~the~~Expenses ~~fiscal year ended December 31, 2022. The decreased use of operating cash flows is primarily due to timing of payments for operating costs.~~

~~Management~~The ~~believes~~Cooperative’s ~~that~~general ~~non-cash~~and administrative expenses include ~~working~~salaries ~~capital~~and ~~levels~~benefits, ~~are~~professional ~~appropriate~~fees inand ~~the~~fees ~~current~~paid ~~business~~to ~~environment~~our ~~and~~Board of ~~does~~Directors. ~~not~~The ~~expect~~general and administrative expenses for fiscal 2024 were $608,000, a ~~significant~~decrease ~~increase~~of $7,000 or ~~reduction~~1% ofas ~~non-cash~~compared ~~working~~to ~~capital~~fiscal 2023. The decrease inwas ~~the~~due ~~next~~primarily 12to ~~months~~reduced general administrative costs.

8Other Income

~~Critical~~Other ~~Accounting~~income ~~Estimates~~for the fiscal year ended December 31, 2024, was $444,000 compared to $121,000 for the fiscal year ended December 31, 2023. The increase was due primarily to increased investment income. Realized gain(loss) on investments for the fiscal year ended December 31, 2024, was $0 as compared to ($266,000) for the same respective period in 2023.

~~Management’s~~8 estimate of the carrying value of the investment in ProGold is based on historical cost plus its pro-rata share of ProGold’s net income and additional paid-in capital less distributions received from ProGold.

~~The~~Liquidity ~~Cooperative does not pay out Method A incentive payments or collect Method B agency fees until the end of its fiscal year. These amounts are accrued quarterly~~ and ~~then~~Capital ~~confirmed~~Resources at the end of the fiscal year. The total annual Method B agency fee was determinable once the members completed their delivery method determination prior to January 1, 2023. The quarterly Method B bushel delivery and agency fee revenue was calculated by allocating the portion of the total annual agency fee for a particular quarter or cumulating it for the particular period. The annual Method B bushel delivery and agency fee revenue is confirmed at the conclusion of the fiscal year. The Cooperative tracks Method A corn deliveries throughout the year so it can report the bushels of corn delivered by its members as well as the corresponding Method A incentive fees earned. The final amounts owed by or due to Cargill and/or the

The Cooperative’s ~~members~~working ~~who~~capital was ~~elect~~$8,729,000 toat ~~deliver~~December ~~using~~31, ~~Method~~2024 Aand ~~is not~~$6,542,000 ~~calculated~~at ~~until after~~ December 31, 2023. The increased working capital in ~~order~~2024 as compared to ~~account~~2023 ~~for~~was ~~any~~primarily ~~failures~~a toresult of ~~deliver~~timing orof ~~over-deliveries~~maturities of ~~corn.~~certain investment securities in 2024 compared to 2023.

The Cooperative ~~has~~received ~~determined~~cash ~~corn~~distributions ~~revenue~~from ProGold totaling $7,725,000 in fiscal 2024 and ~~corn~~$7,344,000 ~~expense~~in fiscal ~~for~~2023. ~~Method~~Increased BProGold ~~deliveries~~LLC ~~based~~distributions onin ~~the~~2024 ~~average quarterly~~are ~~cost~~related ~~per~~to increased ~~bushel~~lease ~~paid~~revenue byin ~~Cargill~~2024 compared to ~~the~~2023. The Cooperative’s ~~members~~paid ~~for~~cash ~~Method~~distributions Ato ~~quarterly~~its ~~deliveries.~~members totaling $7,745,000 in fiscal 2024 and $6,816,000 in fiscal 2023.

~~Recent~~In ~~Accounting~~fiscal ~~Pronouncements~~2018, the Cooperative invested a portion of its cash reserves in bonds. To ensure that the Cooperative would have access to cash if needed before the maturity of the bonds, the Cooperative also established a $2,000,000 line of credit with a variable interest rate based on the prime rate that terminates on October 16, 2026. The line of credit is secured by the Investment Management Agency account for Golden Growers maintained by Bell Bank. There was no outstanding balance as of December 31, 2024.

~~There~~The ~~are~~Cooperative had no ~~recent~~long-term ~~accounting pronouncements~~debt ~~issued~~as orof ~~adopted~~December ~~that~~31, ~~have~~2024 and aDecember ~~significant~~31, ~~impact on the Cooperative~~2023.

~~Item~~The 7ACooperative used operating cash flows of $396,000 for the fiscal year ended December 31, 2024 and $281,000 for the fiscal year ended December 31, 2023. ~~QUANTITATIVE~~The ~~AND~~increased ~~QUALITATIVE~~use ~~DISCLOSURES~~of ~~ABOUT~~operating ~~MARKET~~cash flows ~~RISK~~in 2024 compared to 2023 is primarily due to increased payments of accrued liabilities and payables.

AsManagement abelieves ~~smaller~~that ~~reporting~~non-cash working ~~company,~~capital welevels are appropriate in the current business environment and does not ~~required~~expect toa ~~provide~~significant increase or reduction of non-cash working capital ~~disclosure~~in ~~pursuant~~the tonext ~~this~~12 ~~Item~~months.

~~Item~~If 8approved by the Cooperative’s members at the 2025 Annual Member Meeting, the Cooperative will implement the Plan of Liquidation and Dissolution as presented to the members. ~~FINANCIAL~~The ~~STATEMENTS~~Plan ~~AND~~of Liquidation ~~SUPPLEMENTAL~~and ~~DATA~~Dissolution requires the Cooperative to fulfill its contractual obligations to Cargill and ProGold through December 31, 2026 and to take all actions necessary to complete the sale of the Cooperative’s 50% membership interest in ProGold to Cargill pursuant to the terms of the ProGold Operating Agreement and to otherwise wind up the business. Following completion of the membership interest sale transaction (to be completed within 30 days following December 31, 2026 per the terms of the ProGold Operating Agreement), the Plan of Liquidation and Dissolution requires the Cooperative’s Board of Directors to establish a reasonable reserve for the payment of debts and credits, to allocate and distribute the remaining sale transaction proceeds and Cooperative assets to the members in accordance with the Bylaws, to pay all debts and credits, and finally to allocate and distribute the residue of the reserve following the payment of debts and credits.

~~The~~Critical ~~Cooperative’s~~Accounting ~~financial statements~~Estimates for the fiscal years ended December 31, 2022 and 2023 have been audited to the extent indicated in this report by Widmer Roel PC, an independent registered public accounting firm. The financial statements have been prepared in accordance with generally accepted accounting principles and are included in Appendix A of this report.

~~Item~~Management’s 9.estimate ~~CHANGES~~of ~~AND~~the carrying ~~DISAGREEMENTS~~value ~~WITH~~of ~~ACCOUNTANTS~~the ONinvestment ~~ACCOUNTING~~in ~~AND~~ProGold ~~FINANCIAL~~is ~~DISCLOSURE~~based on historical cost plus its pro-rata share of ProGold’s net income and additional paid-in capital less distributions received from ProGold.

~~None~~The Cooperative does not pay out Method A incentive payments or collect Method B agency fees until the end of its fiscal year. These amounts are accrued quarterly and then confirmed at the end of the fiscal year. The total annual Method B agency fee was determinable once the members completed their delivery method determination prior to January 1, 2024. The quarterly Method B bushel delivery and agency fee revenue was calculated by allocating the portion of the total annual agency fee for a particular quarter or cumulating it for the particular period. The annual Method B bushel delivery and agency fee revenue is confirmed at the conclusion of the fiscal year. The Cooperative tracks Method A corn deliveries throughout the year so it can report the bushels of corn delivered by its members as well as the corresponding Method A incentive fees earned. The final amounts owed by or due to Cargill and/or the Cooperative’s members who elect to deliver using Method A is not calculated until after December 31 in order to account for any failures to deliver or over-deliveries of corn.

~~Item~~The ~~9A.~~Cooperative ~~CONTROLS~~has ~~AND~~determined corn ~~PROCEDURES~~revenue and corn expense for Method B deliveries based on the average quarterly cost per bushel paid by Cargill to the Cooperative’s members for Method A quarterly deliveries.

~~Evaluation~~9 ~~of Disclosure Controls and Procedures~~

AsRecent ~~required~~Accounting byPronouncements Rule 13a-15(b) of the Exchange Act, the person serving as the Cooperative’s chief executive officer and chief financial officer has reviewed and evaluated, as of the end of the period covered by this report, the effectiveness of the Cooperative’s disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e) promulgated under the Exchange Act). Based on that review and evaluation, the chief executive officer and chief financial officer has concluded that the Cooperative’s current disclosure controls and procedures, as designed and implemented, are effective in ensuring that information relating to the Cooperative required to be disclosed in the reports the Cooperative files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the Security and Exchange Commission’s rules and forms, including ensuring that such information is accumulated and communicated to the Cooperative’s management, including the chief executive officer and the chief financial officer, as appropriate to allow timely decisions regarding required disclosure.

~~Management’s~~There ~~Report~~are onno ~~Internal~~recent ~~Control~~accounting pronouncements ~~over~~issued ~~Financial~~or adopted that have a significant impact on the ~~Reporting~~Cooperative.

~~Management~~Item ~~is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act~~7A. ~~Our~~QUANTITATIVE ~~internal control~~AND ~~over~~QUALITATIVE ~~financial~~DISCLOSURES ~~reporting~~ABOUT isMARKET a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. RISK

9As a smaller reporting company, we are not required to provide disclosure pursuant to this Item.

~~All~~Item ~~internal control systems, no matter how well designed, have inherent limitations~~8. ~~Therefore,~~FINANCIAL ~~even~~STATEMENTS ~~those systems~~AND ~~determined~~SUPPLEMENTAL to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, because of changes in conditions, the effectiveness of internal control may vary over time. DATA

~~Management~~The ~~assessed the effectiveness of the~~ Cooperative’s ~~internal~~ ~~control over~~ financial statements ~~reporting~~for asfiscal ofyear ended December 31, 2023 were audited by Widmer Roel, P.C. ~~using~~The ~~criteria~~Cooperative’s ~~set~~financial ~~forth~~statements byfor ~~the~~fiscal ~~Committee~~year ofended December 31, ~~Sponsoring~~2024 ~~Organizations~~have ofbeen ~~the~~audited ~~Treadway~~to ~~Commission~~the ~~(COSO)~~extent indicated in ~~Internal Control-Integrated~~this ~~Framework~~report ~~(2013~~by ~~framework)~~Haynie and Company, ~~concluded~~Inc., ~~that~~an ~~the Cooperative~~independent ~~maintained~~registered ~~effective~~public ~~internal~~accounting ~~control~~firm. ~~over~~The financial statements ~~reporting~~have asbeen ofprepared in accordance with generally accepted accounting ~~December~~principles ~~31,~~and ~~2023~~are ~~based~~included onin ~~these~~Appendix ~~criteria~~A of this report.

~~This~~Item ~~annual report does not include an attestation report of the Cooperative’s registered public accounting firm regarding internal control over financial reporting~~9. ~~Management’s~~CHANGES ~~report was~~AND ~~not~~DISAGREEMENTS ~~subject~~WITH toACCOUNTANTS ~~attestation~~ON byACCOUNTING ~~the~~AND ~~Cooperative’s~~FINANCIAL ~~registered public accounting firm pursuant to rules of the Securities and Exchange Commission that permit the Cooperative to provide only management’s report in this annual report.~~ DISCLOSURE

~~Changes~~None. ~~in Internal Control over Financial Reporting~~

~~There~~Item ~~were~~9A. noCONTROLS ~~changes~~AND in the Cooperative’s internal control over financial reporting that occurred during the Cooperative’s most recent fiscal quarter that may have materially affected, or are reasonably likely to materially affect, the Cooperative’s internal control over financial reporting. PROCEDURES

~~Item~~Evaluation ~~9B.~~of ~~OTHER~~Disclosure ~~INFORMATION~~Controls and Procedures

~~None~~As required by Rule 13a-15(b) of the Exchange Act, the person serving as the Cooperative’s chief executive officer and chief financial officer has reviewed and evaluated, as of the end of the period covered by this report, the effectiveness of the Cooperative’s disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e) promulgated under the Exchange Act). Based on that review and evaluation, the chief executive officer and chief financial officer has concluded that the Cooperative’s current disclosure controls and procedures, as designed and implemented, are effective in ensuring that information relating to the Cooperative required to be disclosed in the reports the Cooperative files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the Security and Exchange Commission’s rules and forms, including ensuring that such information is accumulated and communicated to the Cooperative’s management, including the chief executive officer and the chief financial officer, as appropriate to allow timely decisions regarding required disclosure.

~~PART~~Management’s ~~III~~Report on Internal Control over Financial Reporting

~~Item~~Management 10is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act. ~~DIRECTORS,~~Our ~~EXECUTIVE~~internal control ~~OFFICERS~~over ~~AND~~financial ~~CORPORATE~~reporting ~~GOVERNANCE~~is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.

~~The~~All ~~Cooperative’s~~internal ~~Board~~control ~~of Directors consists of nine directors~~systems, ~~including two District Directors from each~~no ofmatter ~~three~~how ~~geographic~~well ~~districts~~designed, ~~North,~~have ~~Central~~inherent ~~and~~limitations. ~~South~~Therefore, ~~and~~even ~~three directors~~those ~~serving~~systems asdetermined ~~Directors-at-Large. District Directors must belong~~ to ~~the district they represent and~~ be ~~elected~~effective bycan aprovide ~~majority~~only ofreasonable ~~the~~assurance ~~members from their geographic~~with ~~district~~respect ~~voting~~to infinancial anstatement ~~election~~preparation ~~for~~and ~~that purpose~~presentation. ~~Directors-at-Large~~Because ~~may~~of ~~come~~its ~~from~~inherent ~~any district~~limitations, ~~but~~internal ~~must~~control beover ~~elected~~financial byreporting amay ~~majority~~not ~~of all members voting in an~~prevent ~~election~~or ~~for~~detect ~~that purpose~~misstatements. ~~Except as further described herein~~Also, ~~directors~~because ~~are elected~~of tochanges ~~serve~~in ~~three-year~~conditions, ~~terms. A director cannot serve more than four~~the ~~consecutive~~effectiveness ~~full~~of ~~three-year~~internal ~~terms~~control onmay ~~the~~vary ~~Board~~over time.

~~Regardless~~Management assessed the effectiveness of the ~~type~~Cooperative’s ofinternal control over financial reporting as ~~directorship~~of December 31, ~~director~~2024, ~~nominees~~using ~~must~~criteria beset ~~members~~forth ofby the ~~Cooperative~~Committee ~~holding~~of ~~Units~~Sponsoring Organizations of the ~~Cooperative.~~Treadway InCommission ~~the~~(COSO) ~~case~~in ofInternal Control-Integrated aFramework ~~holder~~(2013 offramework) ~~Units~~and ~~who~~concluded isthat ~~other~~the Cooperative ~~than~~maintained aeffective ~~natural person,~~internal acontrol ~~duly~~over ~~appointed~~financial orreporting ~~elected~~as ~~representative~~ of December ~~such~~31, ~~member~~2024 ~~may~~based ~~serve~~on asthese ~~a director~~criteria.

~~Each~~This ~~year,~~annual ~~three~~report ~~directors~~does ~~are~~not ~~elected~~include ~~through~~an ~~the~~attestation ~~use~~report of ~~mailed~~the ~~ballots~~Cooperative’s ~~with~~registered ~~notice~~public ~~of the annual meeting~~accounting ~~provided~~firm toregarding ~~members~~internal ~~qualified~~control toover ~~vote~~financial ~~as of the record date~~reporting. ~~Members~~Management’s ~~qualified~~report towas ~~vote~~not assubject ofto ~~the~~attestation ~~record~~by ~~date from two of~~ the ~~three~~Cooperative’s ~~geographic~~registered ~~districts~~public ~~will~~accounting ~~elect~~firm ~~directors~~pursuant ~~for three-year terms. All members qualified~~ to ~~vote~~rules as of the ~~record~~ ~~date~~Securities ~~will~~and beExchange ~~provided~~Commission athat ~~mail~~permit ~~ballot~~the Cooperative to ~~elect~~provide ~~one~~only ~~Director-at-Large~~management’s ~~for~~report ~~a three-year~~in ~~term.~~this ~~Election results shall be determined based on timely received mailed ballots and ballots collected at the~~ annual ~~meeting of the members~~report.

~~Each~~10 person’s experience, qualifications, attributes or skills to serve as a director are determined by the voting members and are not reviewed or otherwise considered by the Cooperative before any election. The Cooperative does not have a nominating committee. A qualified member indicates his or her interest to serve by submitting a petition no later than thirty days before the annual meeting. If a member from a particular district, or from the general pool, does not come forward indicating a desire to run for election to serve as a director, then that seat on the Board of Directors becomes or remains unfilled.

~~The~~Changes Cooperative’s Board officers consist of a Chairperson, First Vice Chairperson, Second Vice Chairperson, Treasurer and Secretary of the Board. These board offices are populated by members of the Board of Directors who are elected by and at the discretion of the Board of Directors. Each of these individual’s experience, qualifications, attributes and skills to serve in ~~their~~Internal ~~capacity~~Control asover aFinancial ~~board~~Reporting ~~officer are determined by the members of the Board of Directors who are voting to place these individuals in these offices.~~

10There were no changes in the Cooperative’s internal control over financial reporting that occurred during the Cooperative’s most recent fiscal quarter that may have materially affected, or are reasonably likely to materially affect, the Cooperative’s internal control over financial reporting.

~~The~~Item ~~name,~~9B. ~~age,~~OTHER ~~position, district and term details of each of the directors and the Cooperative’s Named~~INFORMATION

~~Executive~~None. ~~Officer are as follows:~~

			Director
Name and Position	Age	District	Since	Term Expires
Brett Johnson (Chairperson)	56	Central	2013	2025
Nicolas Pyle (Vice-Chairperson)	44	Central	2023	2026
Blane Benedict (Director)	63	North	2022	2024
Richard Bot (Director)	69	South	2017	2026
Matthew Hasbargen (Secretary)	52	At Large	2013	2025
Scott Jetvig (Treasurer)	57	At Large	2015	2024
Brady Koehl (Director)	30	At Large	2022	2026
David Kragnes (Director)	71	North	2023	2025
Larry Vipond (Director)	72	South	2015	2024
Executive Officer
Scott Stofferahn	66		—	—

PART III

~~Below~~Item is10. ~~the~~DIRECTORS, ~~biographical~~EXECUTIVE ~~information~~OFFICERS ofAND ~~each~~CORPORATE ~~director and our Named Executive Officer.~~ GOVERNANCE

~~Blane~~The ~~Benedict.~~Cooperative’s ~~Mr.~~Board ~~Benedict~~of Directors ~~was~~consists ~~elected~~of innine ~~March~~directors, ~~2022. Mr.~~including ~~Benedict~~two ~~has~~District ~~farmed~~Directors ~~near~~from ~~Sabin,~~each of MNthree ~~since~~geographic ~~1980.~~districts, ~~Mr.~~North, ~~Benedict~~Central ~~also~~and ~~operates~~South, ~~a farm~~and ~~business~~three ~~management~~directors serving ~~company.~~as MrDirectors-at-Large. ~~Benedict~~District ~~attended~~Directors ~~North~~must ~~Dakota~~belong ~~State~~to the district ~~University~~they represent and ~~later~~be ~~received~~elected by a ~~degree~~majority inof ~~Farm~~the ~~Business~~members ~~Management~~ from their geographic ~~Northland~~district ~~Community~~voting ~~and~~in ~~Technical~~an ~~College~~election for that purpose. HeDirectors-at-Large ismay acome from ~~director~~any ~~and~~district, ~~former~~but ~~Chair~~must be elected by a majority of all members voting in an ~~Agrasure~~election for that purpose. Except as further described herein, adirectors MNare elected ~~farmers~~to serve three-~~only~~year ~~Workers~~terms. ~~Compensation~~A ~~Insurance~~director ~~Agency~~cannot ~~and~~serve ~~has~~more ~~served~~than four asconsecutive ~~council~~full ~~chairperson~~three-year ofterms ~~his~~on ~~church.~~the MrBoard. ~~Benedict~~An isindividual ~~seeking~~who ~~reelection~~previously served infour consecutive three-year terms may be elected to the Board of ~~Cooperative’s~~Directors ~~2024~~again ~~Annual~~if ~~Election~~they have not served for at least one year.

~~Richard~~Regardless ~~Bot.~~of ~~Mr.~~the ~~Bot~~type ~~has~~of directorship, ~~been a~~ director ~~since~~nominees ~~March 2017.~~must ~~Mr.~~be ~~Bot~~members ~~farms~~of inthe ~~partnership~~Cooperative ~~with~~holding ~~his brother near Minneota, MN where he~~Units ~~raises~~of ~~feed~~the ~~grains and feeder lambs~~Cooperative. ~~From~~In ~~1990 to 1996, Mr. Bot served on~~ the ~~Yellow~~ ~~Medicine~~case ~~Watershed~~of ~~board. Mr. Bot has been~~ a ~~clerk~~holder of ~~the~~Units ~~Westerheim Township~~who ~~Board since 2002. Mr. Bot~~ is ~~currently~~other than a ~~member of the of the Minnesota~~natural ~~Rotary~~person, ~~Club~~a ~~where~~duly heappointed ~~has~~or ~~served~~elected asrepresentative ~~President and as Assistant District Governor. Mr. Bot has a Bachelor~~ of ~~Science~~such ~~degree~~member inmay ~~Animal~~serve ~~Science~~as ~~from South Dakota~~a ~~State University~~director.

~~Matt~~Each ~~Hasbargen.~~year, ~~Mr.~~three ~~Hasbargen~~directors ~~has been a director since~~are ~~March~~elected ~~2013,~~through ~~Secretary~~the ~~since~~use ~~March~~of ~~2015,~~mailed ~~and~~ballots ~~Chairperson~~with notice of the ~~Strategic~~annual meeting ~~Planning~~provided ~~Committee~~to ~~since~~members ~~March~~qualified ~~2020.~~to Hevote ~~farms~~as ~~near~~of ~~Breckenridge,~~the ~~Minnesota~~record ~~with his~~date. ~~father~~Members ~~and~~qualified to ~~brother.~~vote Inas of the ~~winter~~record ~~months~~date hefrom ~~works~~two ~~for~~of ~~AgCountry~~the ~~Farm~~three ~~Credit Services~~geographic asdistricts awill elect ~~Senior~~directors ~~Insurance~~for ~~Specialist,~~three-year ~~Trainer~~terms. ~~Prior~~All tomembers ~~returning~~qualified ~~home~~ to ~~farm~~ invote ~~1999,~~as ~~Mr.~~of ~~Hasbargen~~the record ~~worked~~date ~~for~~will ~~Minnesota~~be ~~Life~~provided ina ~~St.~~mail ~~Paul,~~ballot ~~Minnesota where~~to heelect ~~managed~~one ~~life~~Director-at-Large ~~insurance accounts~~ for ~~Farm Credit districts throughout~~a ~~the~~three-year ~~United States~~term. ~~Mr.~~Election ~~Hasbargen~~results ~~currently~~shall ~~serves~~be asdetermined abased ~~Director~~on ~~for~~timely ~~the Minn-Dak~~received ~~Farmers~~mailed ~~Cooperative.~~ballots ~~Mr.~~and ~~Hasbargen~~ballots ~~holds~~collected anat ~~Economics~~the ~~degree~~annual ~~from~~meeting ~~Concordia College~~of the members.

~~Scott~~Each ~~Jetvig.~~person’s ~~Mr.~~experience, qualifications, ~~Jetvig~~attributes ~~has~~or ~~been~~skills to serve as a director ~~since~~are ~~March~~determined by ~~2015~~the ~~and~~voting asmembers ~~Second~~and ~~Vice-Chairperson~~are ~~since~~not ~~March~~reviewed ~~2022.~~or ~~Mr.~~otherwise ~~Jetvig~~considered ~~has~~by ~~farmed near~~the ~~Hawley,~~Cooperative ~~Minnesota~~before ~~since~~any ~~1987~~election. InThe ~~addition~~Cooperative todoes ~~his~~not ~~individual~~have ~~farming~~a ~~operation,~~nominating Mrcommittee. ~~Jetvig~~A isqualified ~~President~~member ofindicates ~~SKJ~~his ~~Investments,~~or ~~Inc.,~~her aninterest ~~incorporated~~to ~~farming~~serve by ~~operation.~~submitting ~~Mr.~~a ~~Jetvig~~petition ~~served~~no onlater ~~Halstad~~than ~~Mutual~~thirty ~~Fire~~days ~~Insurance~~before ~~Company~~the ~~and~~annual ~~Hawley Lutheran Church boards~~meeting. ~~Mr.~~If ~~Jetvig~~a member ~~holds~~from ~~Business~~a ~~Administration~~particular ~~and~~district, ~~Economics degrees~~or from ~~Moorhead~~the ~~State~~general ~~University.~~pool, ~~Mr.~~does ~~Jetvig is~~ not ~~seeking~~come forward ~~reelection~~indicating ~~in the~~a ~~Cooperative’s~~desire ~~2024~~to ~~Annual~~run ~~Election.~~for ~~The~~election ~~Cooperative~~to ~~thanks~~serve ~~Mr.~~as ~~Jetvig~~a ~~for~~director, then ~~his~~that ~~years~~seat on the Board of ~~service~~Directors becomes or remains unfilled.

~~Brett~~The ~~Johnson.~~Cooperative’s ~~Mr.~~Board ~~Johnson~~officers ~~has~~consist ~~been~~of a ~~director since March 2013 and serves as~~ Chairperson ~~since March 2023. Mr. Johnson previously~~, ~~served~~First ~~as 1st~~ Vice Chairperson, ~~and~~Second ~~Finance and Audit Committee~~ Vice ~~Chairperson~~ ~~from March 2022 to March 2023. He farms in partnership with his brother near Mooreton~~Chairperson, ND where they raise corn, soybeans, and sunflowers. Mr. Johnson previously served twenty one years as a Township Officer, twelve years on the Wyndmere, ND School Board, and six years on the North Dakota Soybean Council. He holds a Bachelor of Science degree in Agricultural Economics from North Dakota State University.

11Treasurer and Secretary of the Board. These board offices are populated by members of the Board of Directors who are elected by and at the discretion of the Board of Directors. Each of these individual’s experience, qualifications, attributes and skills to serve in their capacity as a board officer are determined by the members of the Board of Directors who are voting to place these individuals in these offices.

~~Brady~~11 Koehl. Mr. Koehl was elected as a director in March 2022 and serves as Chair of the Finance and Audit Committee as of March 2023. Mr. Koehl is the controller at CR Koehl and Son’s, his family’s farming operation located in Hancock, MN. Mr. Koehl received a Bachelor of Science Degree in Accounting with minors in Ag Business Management and Economics in from Southwest Minnesota State University. Prior to joining CR Koehl, Mr. Koehl was employed as a public accountant with Conway, Deuth &Schmiesing, PLLP.

~~David~~The Kragnes. Mr. Kragnes has been a director since March 2023. Mr. Kragnes lives near Felton MN where he has farmed since 1972. He studied Ag Engineering at NDSU. Mr. Kragnes served as a board member on the Red River and American Sugarbeet Growers Associationsname, ~~American Crystal Sugar board~~age, ~~where~~ ~~he served as Chairman~~position, ~~United~~district ~~Sugars Corporation~~ and ~~Midwest~~term ~~Agri Commodities.~~details ~~The National Council~~ of ~~Farmer~~each ~~Cooperatives recognized him as Director~~ of the ~~year~~directors ~~in 2007. David currently serves on the CoBank Board, Farm Credit Council Board~~ and the ~~advisory committee for NDSU~~Cooperative’s ~~Quentin~~Named ~~Burdick Center~~Executive ~~for~~Officer ~~Cooperatives.~~are as follows:

Nicolas A. Pyle. Mr. Pyle was elected a director in 2023 and serves as First Vice Chairperson. Previously, he served as a director from 2010 through 2022. He previously served as Secretary from March 2013 to March 2015 and as First Vice Chairperson from March 2015 to March 2022. He has been farming since 2002 near Casselton, North Dakota. Mr. Pyle serves as a director of McIntyre-Pyle, Inc. Mr. Pyle is President and serves as a director of Unity Seed Company, a member of Global Soy Genetics LLC and Director of McIntyre Farms Partnership. Mr. Pyle holds a Bachelor of Science in Business degree in finance from the University of Minnesota Carlson School of Management.

			Director
Name and Position	Age	District	Since	Term Expires
Brett Johnson (Chairperson)	57	Central	2013	2025
Nicolas Pyle (Vice-Chairperson)	45	Central	2023	2026
Blane Benedict (Director)	64	North	2022	2027
Richard Bot (Director)	70	South	2017	2026
Mark Harless (Director)	68	At Large	2024	2027
Matthew Hasbargen (Secretary)	53	At Large	2013	2025
Brady Koehl (Director)	31	At Large	2022	2026
David Kragnes (Director)	72	North	2023	2025
Larry Vipond (Director)	73	South	2015	2027

Executive Officer
Scott Stofferahn	67		—	—

~~Lawrence~~Below A. Vipond. Mr. Vipond has been a director since March 2015, Chairman of the Personnel and Compensation Committee since March 2020, and Treasurer since March 2022. Mr. Vipond has been farming since 1971 and is ~~a partner in Vipond Farms of Norcross, MN. Mr. Vipond previously served on~~ the ~~New~~biographical ~~Horizons~~information ~~Board~~ of ~~Directors~~each director and ~~the St. Charles Church Board. Mr. Vipond~~our ~~also~~Named ~~served~~Executive ~~as Chairman of the Herman Community Center Capital Fund Drive~~Officer. ~~Mr. Vipond attended Fergus Falls Community College. Mr. Vipond is seeking reelection in the Cooperative’s 2024 Annual Election.~~

~~Scott~~Blane ~~Stofferahn~~Benedict. Mr. ~~Stofferahn~~Benedict was elected ~~Executive Vice~~in ~~President,~~March ~~Chief~~2022. Mr. ~~Executive~~Benedict ~~Officer~~has ~~and~~farmed ~~Chief~~near ~~Financial~~Sabin, ~~Officer~~MN ofsince ~~the Cooperative~~1980 ~~effective October 15, 2012~~. ~~Starting in March 2001,~~ Mr. ~~Stofferahn worked~~Benedict asalso ~~State~~operates ~~Director~~a farm ~~for~~business ~~North~~management ~~Dakota~~company. ~~Senator Kent Conrad~~Mr. ~~Prior~~Benedict toattended ~~that,~~North ~~he was~~Dakota ~~the~~ State University ~~Executive~~and ~~Director~~later ~~for~~received ~~the~~a ~~North~~degree ~~Dakota~~in Farm ~~Service~~Business ~~Agency~~Management from ~~1993~~Northland toCommunity ~~2001.~~and MrTechnical College. ~~Stofferahn~~He ~~has~~is ~~extensive~~a ~~public~~director ~~service~~and ~~experience~~former ~~including~~Chair of ~~serving~~Agrasure, ina ~~the~~MN ~~North~~farmers-only ~~Dakota~~Workers ~~State~~Compensation ~~House~~Insurance ofAgency ~~Representatives~~and ~~from~~has ~~1982 to 1992.~~served ~~Mr.~~as ~~Stofferahn~~council ~~received~~chairperson ~~his Bachelor~~ of ~~Science~~his ~~Degree from North Dakota State University~~church.

~~Audit~~Richard ~~Committee~~Bot. Mr. Bot has been a director since March 2017. Mr. Bot farms in partnership with his brother near Minneota, MN where he raises feed grains and feeder lambs. From 1990 to 1996, Mr. Bot served on the Yellow Medicine Watershed board. Mr. Bot has been a clerk of the Westerheim Township Board since 2002. Mr. Bot is currently a member of the of the Minnesota Rotary Club where he has served as President and as Assistant District Governor. Mr. Bot has a Bachelor of Science degree in Animal Science from South Dakota State University.

~~The~~Mark ~~Audit~~L. ~~Committee~~Harless. ~~assists~~Mr. ~~the~~Harless ~~Board~~was ofelected ~~Directors~~a director in ~~fulfilling~~March ~~its~~2024. ~~oversight~~Previously, ~~responsibilities~~he ~~relating~~served as a director from 2011 through 2023. He previously served as Chairperson from March 2013 to March 2023 and as First Vice Chairperson from March 2013 to March 2015. Mr. Harless has farmed near Moorhead, Minnesota, since 1985. Mr. Harless serves as President of the Lee Bean and Seed, Inc., an edible bean elevator located in Borup, Minnesota, where he has been employed since 1985. Mr. Harless received his Bachelor of Arts degree in Communications from Concordia College.

~~Cooperative’s~~Matt ~~financial~~Hasbargen. ~~reporting~~Mr. ~~and~~Hasbargen ~~controls~~has been a director since March 2013, ~~the~~Secretary ~~annual~~since ~~independent~~March ~~audit~~2015, and Chairperson of the Strategic ~~Cooperative’s~~Planning ~~financial~~Committee ~~statements~~since ~~and~~March ~~the~~2020. ~~legal~~He ~~compliance~~farms ~~and~~near ~~ethics~~Breckenridge, ~~programs~~Minnesota aswith his ~~established~~father byand ~~management~~brother. ~~and~~In the ~~Board~~winter ofmonths he works for AgCountry Farm Credit ~~Directors.~~Services ~~The~~as ~~Audit~~a ~~Committee~~Senior ~~selects~~Insurance ~~the~~Specialist, ~~independent~~Trainer. ~~public~~Prior ~~accountants~~to ~~and~~returning ~~approves~~home ~~the~~to farm ~~fees~~in 1999, ~~scope~~Mr. ~~and~~Hasbargen ~~procedural~~worked ~~plans~~for ofMinnesota ~~the~~Life in St. Paul, Minnesota ~~audits~~where ofhe managed life insurance accounts for Farm Credit districts throughout the ~~Cooperative’s~~United ~~financial~~States. ~~statements~~Mr. ~~The~~Hasbargen ~~Audit~~currently ~~Committee~~serves ~~administers~~as a Director for the Minn-Dak Farmers Cooperative’s. ~~employee~~Mr. ~~complaint program~~Hasbargen ~~and~~holds ~~handles,~~an onEconomics ~~behalf~~degree offrom ~~the~~Concordia College. ~~full~~Mr. ~~Board~~Hasbargen ofhas ~~Directors,~~reached ~~any~~the ~~issues~~term ~~that~~limitation ~~arise~~for ~~under~~serving ~~the~~on the Cooperative’s ~~Code~~Board of ~~Ethics. The~~Directors ~~Audit~~and, ~~Committee~~therefore, ~~has~~is anot ~~charter~~eligible ~~that~~to isstand ~~available~~for reelection ~~from~~at the Cooperative’s ~~upon~~2025 ~~request~~Annual Member Meeting. The Cooperative thanks Mr. Hasbargen for his years of service.

~~During~~Brett ~~fiscal~~Johnson. ~~year~~Mr. Johnson has been a director since March 2013 and serves as Chairperson since March 2023,. ~~the~~Mr. ~~members~~Johnson previously ofserved ~~the~~as ~~Audit~~1st Vice Chairperson and Finance and Audit Committee ~~were~~Vice ~~Brady~~Chairperson ~~Koehl~~from March 2022 to March 2023. He farms in partnership with his brother near Mooreton, ~~Chair~~ND where they raise corn, soybeans, ~~Richard~~and ~~Bot~~sunflowers. Mr. Johnson previously served twenty one years as a Township Officer, ~~Scott~~twelve ~~Jetvig~~years on the Wyndmere, ~~David~~ND ~~Kragnes~~School Board, and ~~Brett~~six ~~Johnson~~years on the North Dakota Soybean Council. ~~The~~He ~~Board~~holds ofa ~~Directors~~Bachelor of ~~the~~Science ~~Cooperative~~degree ~~has~~in Agricultural ~~determined~~Economics ~~that~~from North Dakota State University. Mr. ~~Koehl~~Johnson ishas anreached ~~“audit~~the ~~committee~~term ~~financial~~limitation ~~expert”~~for asserving ~~defined~~on by the ~~Securities~~Cooperative’s Board of Directors and, ~~Exchange~~therefore, ~~Commission.~~is ~~See~~not ~~Item~~eligible ~~13.~~to ~~CERTAIN~~stand ~~RELATIONSHIPS~~for reelection at the Cooperative’s ~~AND~~2024 ~~RELATED~~Annual ~~TRANSACTIONS,~~Member ~~AND~~Meeting. ~~DIRECTOR~~The ~~INDEPENDENCE~~Cooperative ~~regarding~~thanks Mr. ~~Koehl’s~~Johnson ~~independence~~for his years of service.

~~Report~~12 ~~of the Audit Committee~~

~~The~~Brady ~~Audit~~Koehl. ~~Committee~~Mr. ~~has~~Koehl ~~reviewed~~was elected as a director in March 2022 and ~~discussed~~serves ~~with~~as ~~management~~Chair ~~and~~of ~~Widmer~~the ~~Roel~~Finance ~~our~~and ~~audited~~Audit ~~financial~~Committee ~~statements~~as of March ~~contained~~2023. inMr. ~~our~~Koehl ~~Annual~~is ~~Report~~the oncontroller ~~Form~~at ~~10-K~~CR ~~for~~Koehl ~~the~~and ~~fiscal~~Son’s, ~~year~~his ~~ended~~family’s ~~December~~farming 31operation located in Hancock, ~~2023~~MN. ~~The~~Mr. ~~Audit~~Koehl ~~Committee~~received ~~also~~a ~~discussed~~Bachelor of Science Degree in Accounting with ~~Widmer~~minors ~~Roel~~in ~~the~~Ag ~~matters required~~Business toManagement beand ~~discussed~~Economics ~~pursuant~~in tofrom Southwest ~~PCAOB~~Minnesota ASState ~~1301,~~University. ~~which~~Prior ~~includes,~~to ~~among~~joining ~~other items~~CR Koehl, ~~matters~~Mr. ~~related~~Koehl towas employed ~~the~~as ~~conduct~~a ofpublic ~~the~~accountant ~~audit~~with ofConway, ~~the~~Deuth ~~Cooperative’s financial~~& ~~statements~~Schmiesing, PLLP.

12David Kragnes. Mr. Kragnes has been a director since March 2023 and serves as Second Vice Chairperson. Mr. Kragnes lives near Felton MN where he has farmed from 1972 through 2021. He studied Ag Engineering at NDSU. Mr. Kragnes served as a board member on the Red River and American Sugarbeet Growers Associations, American Crystal Sugar board, where he served as Chairman, United Sugars Corporation, Midwest Agri Commodities, and the CoBank Board, Farm Credit Council Board, and the advisory committee for NDSU’s Quentin Burdick Center for Cooperatives. The National Council of Farmer Cooperatives recognized him as Director of the year in 2007. Mr. Kragnes is seeking reelection in the Cooperative’s 2025 Annual Election.

~~The~~Nicolas ~~Audit~~A. ~~Committee~~Pyle. ~~has~~Mr. ~~received~~Pyle was elected a director in March 2023 and ~~reviewed~~serves ~~the~~as ~~written~~First ~~disclosures~~Vice ~~and~~Chairperson. ~~the~~Previously, ~~letter~~he served as a director from ~~Widmer~~2010 ~~Roel~~through ~~required~~2022. byHe previously served as Secretary from March ~~the~~2013 ~~applicable~~to ~~requirements~~March of2015, ~~the~~as ~~Public~~First ~~Company~~Vice ~~Accounting~~Chairperson ~~Oversight~~from ~~Board regarding~~March ~~Widmer~~2015 ~~Roel’s~~to ~~communications~~March ~~with~~2022, and Chaired the Audit Committee ~~concerning~~from ~~its~~March 2015 to March 2022. He has been farming ~~independence~~since ~~from~~2002 ~~the~~near ~~Cooperative~~Casselton, North Dakota. Mr. Pyle serves as a director of McIntyre-Pyle, Inc. Mr. Pyle is President and ~~has~~serves ~~discussed~~as ~~with~~a ~~Widmer~~director ~~Roel~~of ~~its~~Unity Seed ~~independence~~Company, a member of Global Soy Genetics LLC and Director of McIntyre Farms Partnership. Mr. Pyle holds a Bachelor of Science in Business degree in finance from the ~~Cooperative.~~University of Minnesota Carlson School of Management.

~~Based~~Lawrence onA. ~~the~~Vipond. ~~review~~Mr. ~~and discussions~~Vipond ~~referred~~has tobeen ~~above,~~a ~~the~~director ~~Audit~~since March ~~Committee~~2015, ~~recommended~~Chairman toof the ~~Board~~Personnel ~~that~~and Compensation Committee since March ~~the~~2020, ~~audited~~and ~~financial~~Treasurer ~~statements~~since beMarch ~~included~~2022. inMr. ~~our~~Vipond ~~Annual~~has ~~Report~~been onfarming ~~Form~~since ~~10-K~~1971 and ~~for~~is ~~our~~a ~~fiscal~~partner ~~year~~in ~~ended~~Vipond ~~December~~Farms 31of Norcross, ~~2023~~MN. ~~for~~Mr. ~~filing~~Vipond ~~with~~previously served on the ~~Securities~~New Horizons Board of Directors and the St. Charles Church Board. Mr. Vipond ~~Exchange~~also ~~Commission~~served as Chairman of the Herman Community Center Capital Fund Drive. Mr. Vipond attended Fergus Falls Community College.

~~Audit~~Scott ~~Committee~~Stofferahn. Mr. Stofferahn was elected Executive Vice President, Chief Executive Officer and Chief Financial Officer of the Cooperative effective October 15, 2012. Starting in March 2001, Mr. Stofferahn worked as State Director and agricultural policy advisor for North Dakota Senator Kent Conrad. Prior to that, he was the State Executive Director for the North Dakota Farm Service Agency from 1993 to 2001. Mr. Stofferahn has extensive public service experience including serving in the North Dakota State House of Representatives from 1982 to 1992. Mr. Stofferahn received his Bachelor of Science Degree from North Dakota State University.

~~Brady~~Audit ~~Koehl,~~Committee ~~Chair Richard Bot Scott Jetvig David Kragnes Brett Johnson~~

The Audit Committee assists the Board of Directors in fulfilling its oversight responsibilities relating to the Cooperative’s financial reporting and controls, the annual independent audit of the Cooperative’s financial statements and the legal compliance and ethics programs as established by management and the Board of Directors. The Audit Committee selects the independent public accountants and approves the fees, scope and procedural plans of the audits of the Cooperative’s financial statements. The Audit Committee administers the Cooperative’s employee complaint program and handles, on behalf of the full Board of Directors, any issues that arise under the Cooperative’s Code of Ethics. The Audit Committee has a charter that is available from the Cooperative upon request.

~~The~~During ~~Cooperative~~fiscal ~~has~~year ~~adopted~~2024, ~~a code of ethics that applies to its executive officer and directors of~~ the ~~Cooperative.~~members ~~The Cooperative’s code~~ of ~~ethics~~the isAudit ~~posted~~Committee onwere ~~its~~Brady ~~website.~~Koehl, ~~The~~Chair, ~~Cooperative~~Richard ~~intends to include on its website~~Bot, ~~within~~Mark ~~the~~Harless, ~~time~~David ~~period required by Form 8-K~~Kragnes, ~~any~~Nicolas ~~amendment to~~Pyle, orand ~~waiver~~Brett ~~from,~~Johnson. aThe ~~provision~~Board of ~~our~~Directors of ~~Code~~the ofCooperative ~~Ethics~~has determined that ~~applies~~Mr. toKoehl ~~its~~is ~~principal executive~~an ~~officer,~~“audit ~~principal~~ committee financial ~~officer,~~expert” ~~principal~~as ~~accounting~~defined ~~officer,~~by ~~controller,~~the orSecurities ~~persons~~and ~~performing~~Exchange ~~similar~~Commission. ~~functions,~~See ~~that~~Item ~~relates~~13. toCERTAIN ~~any~~RELATIONSHIPS ~~element~~AND ofRELATED ~~the~~TRANSACTIONS, ~~Code~~AND ofDIRECTOR ~~Ethics~~INDEPENDENCE regarding ~~definition~~Mr. ~~enumerated~~Koehl’s ~~in Item 406(b) of Regulation S-K~~independence.

.Report of the Audit Committee

~~Item~~The 11Audit Committee has reviewed and discussed with management and Haynie and Company our audited financial statements contained in our Annual Report on Form 10-K for the fiscal year ended December 31, 2024. ~~EXECUTIVE~~The ~~COMPENSATION~~Audit Committee also discussed with Haynie and Company the matters required to be discussed pursuant to PCAOB AS 1301, which includes, among other items, matters related to the conduct of the audit of the Cooperative’s financial statements.

~~Compensation~~13 ~~Discussion and Analysis~~

The ~~Cooperative~~Audit ~~only~~Committee has ~~a single~~received ~~employee~~and ~~who~~reviewed ~~serves in~~ the ~~capacity~~written ofdisclosures ~~its~~and ~~chief~~the ~~executive~~letter ~~officer~~from Haynie and ~~chief~~Company ~~financial~~required ~~officer~~by ~~(our~~the ~~Named~~applicable ~~Executive~~requirements ~~Officer). The primary objective~~ of the ~~Cooperative’s~~ ~~executive~~Public ~~compensation~~Company ~~program~~Accounting Oversight isBoard toregarding ~~maintain~~Haynie aand ~~compensation program~~Company’s ~~that~~communications ~~will~~with ~~fairly compensate~~ the ~~Named Executive Officer. In determining~~Audit ~~the~~Committee ~~compensation~~concerning ofits ~~the~~independence ~~Named~~from ~~Executive Officer,~~ the ~~Personnel~~Cooperative and ~~Compensation~~has discussed ~~Committee~~with ofHaynie ~~the Board of Directors considers the financial condition~~ and ~~operational~~ ~~performance~~Company ofits ~~the~~independence ~~Cooperative~~from ~~during~~ the ~~prior year~~Cooperative.

~~The~~Based ~~Personnel~~on ~~and~~the ~~Compensation Committee may~~ review ~~the compensation practices of other companies, based in~~and ~~part~~discussions onreferred ~~market survey data and other statistical data relating~~ to ~~executive compensation~~above, ~~obtained~~the ~~through~~Audit ~~industry publications and other sources. The Personnel and Compensation~~ Committee ~~does~~recommended ~~not intend~~ to ~~benchmark~~the ~~executive compensation~~Board ~~directly with other publicly traded companies or other companies~~that ~~with~~the ~~which~~audited wefinancial ~~may~~statements ~~compete~~be ~~for~~included ~~potential~~in ~~executives~~our ~~since~~Annual ~~some~~Report ofon ~~these competitors~~Form ~~are privately held companies~~ 10-K for ~~which~~our ~~executive~~fiscal ~~compensation information~~year ~~may~~ended ~~not~~December ~~be available. However~~31, ~~the~~2024 ~~Personnel~~for ~~and~~filing ~~Compensation Committee may compare executive compensation as a whole~~ with the ~~compensation packages~~Securities ~~of other companies for which survey data is available,~~ and ~~may also~~ ~~compare~~Exchange ~~the pay of individual executives if the jobs are sufficiently similar to make the comparison meaningful~~Commission.

~~Perquisites~~Audit ~~and~~Committee ~~Other Benefits~~

~~401(k)~~Brady ~~Plan~~Koehl, Chair Richard Bot Mark Harless David Kragnes Nicolas Pyle Brett Johnson

~~The~~Code ~~Cooperative makes available a 401(k) plan for its Named Executive Officer. The Cooperative pays four percent (4%)~~ of ~~employee’s~~Ethics ~~annual salary into the plan, and the employee may make additional contributions up to the lawful limits.~~

~~Employment~~The ~~Agreements~~Cooperative has adopted a code of ethics that applies to its executive officer and directors of the Cooperative. The Cooperative’s code of ethics is posted on its website. The Cooperative intends to include on its website, within the time period required by Form 8-K, any amendment to, or waiver from, a provision of our Code of Ethics that applies to its principal executive officer, principal financial officer, principal accounting officer, controller, or persons performing similar functions, that relates to any element of the Code of Ethics definition enumerated in Item 406(b) of Regulation S-K.

MrItem 11. ~~Stofferahn~~EXECUTIVE ~~is not party to an employment agreement with the Cooperative.~~COMPENSATION

13Compensation Discussion and Analysis

~~Deferred~~The Cooperative only has a single employee who serves in the capacity of its chief executive officer and chief financial officer (our Named Executive Officer). The primary objective of the Cooperative’s executive compensation program is to maintain a compensation program that will fairly compensate the Named Executive Officer. In determining the compensation of the Named Executive Officer, the Personnel and Compensation Committee ~~Agreement~~of the Board of Directors considers the financial condition and operational performance of the Cooperative during the prior year.

The ~~Cooperative~~Personnel ~~has~~and ~~not adopted~~Compensation ~~any~~Committee ~~bonus,~~may ~~profit~~review ~~sharing~~the compensation practices of other companies, orbased ~~deferred~~in part on market survey data and other statistical data relating to executive compensation ~~plans~~obtained through industry publications and other ~~than~~sources. aThe Personnel ~~pension~~and Compensation Committee does not intend to benchmark executive ~~plan~~compensation ~~for~~directly with other publicly traded companies or other companies with which ~~accruals~~we ~~were~~may ~~frozen~~compete asfor potential executives since some of ~~January~~these competitors 1,are ~~2013~~privately ~~and~~held ~~under~~companies for which ~~two~~executive compensation ~~former~~information ~~employees~~may ~~receive~~not ~~benefits~~be available. ~~In December 2022~~However, the ~~Cooperative~~Personnel ~~approved~~and aCompensation ~~resolution~~Committee tomay ~~terminate~~compare executive compensation as a whole with the ~~pension~~compensation packages ~~plan~~of onother ~~March~~companies 31for which survey data is available, ~~2023.~~and ~~The~~may ~~Cooperative~~also ~~anticipates~~compare ~~that~~ the ~~process~~pay of ~~terminating~~individual executives if the ~~plan~~jobs ~~will~~are ~~conclude~~sufficiently insimilar ~~July~~to ~~2024~~make the comparison meaningful.

~~Compensation~~Perquisites ~~Policies~~ and ~~Practices~~Other ~~and~~Benefits ~~Risk Management~~

~~Mr.~~401(k) ~~Stofferahn’s~~Plan compensation is set by the Board. In the event it is modified, such a modification is based on a performance evaluation conducted by our Personnel and Compensation Committee that consists solely of members of the Board. As discussed throughout this report, the revenue and expenses of the Cooperative directly relate to the price of corn as well as the rental income received by ProGold and capital improvement expenditures made by ProGold for the facility. Mr. Stofferahn has no control over these factors. Based on this reality, no risks arise from the Cooperative’s compensation policies and practices that are reasonably likely to have a material adverse effect on its business operations.

~~Summary~~The Cooperative makes available a 401(k) plan for its Named Executive ~~Compensation~~Officer. ~~Table~~The Cooperative pays four percent (4%) of employee’s annual salary into the plan, and the employee may make additional contributions up to the lawful limits.

~~The~~Employment ~~following~~Agreements ~~table sets forth, for the last two calendar years, the dollar value of all compensation awarded to, earned by or paid to Mr. Stofferahn.~~

			All O ther
		Salary	Compensation	Total
Name and Principal Position	Year	($)	($) (1)	($)
Scott Stofferahn, Executive Vice President**	2023	192,335	43,223	235,558
__________________________________	2022	183,136	19,559	202,695

Mr. Stofferahn is not party to an employment agreement with the Cooperative.

**14 ~~Mr. Stofferahn commenced his employment on October 15, 2012.~~

~~(1)~~Deferred ~~All Other~~ Compensation isAgreement ~~comprised of premiums paid for life and disability insurance, company contributions to the 401(k) plan and reimbursements from the health reimbursement account.~~

~~Director~~The ~~Compensation~~Cooperative has not adopted any bonus, profit sharing, or deferred compensation plans other than a pension plan for which accruals were frozen as of January 1, 2013 and under which two former employees received benefits. In December 2022, the Cooperative approved a resolution to terminate the pension plan on March 31, 2023. The pension plan termination was concluded in August 2024.

~~The~~Compensation ~~Cooperative~~Policies ~~reimburses our directors for expenses incurred in connection with board service. The Cooperative’s directors are paid $150 per month~~ and ~~the~~Practices ~~Chairperson is paid $375 per month. In addition, directors~~ and ~~the~~Risk ~~Chairperson receive a per diem of:~~Management

•Mr. ~~$300~~Stofferahn’s ~~per~~compensation ~~meeting~~is set ~~they~~by ~~attend~~the ~~when~~Board. In the ~~meeting~~event ~~plus~~it ~~their~~is ~~travel~~modified, ~~time~~such ~~exceeds~~a 4modification ~~hours;~~is •based ~~$150~~on ~~per~~a performance ~~meeting~~evaluation ~~they~~conducted ~~attend~~by ~~when~~our Personnel and Compensation Committee that consists solely of members of the ~~meeting~~Board. ~~plus~~As ~~their~~discussed ~~travel~~throughout ~~time~~this report, isthe ~~more~~revenue ~~than~~and 2expenses ~~but~~of ~~less~~the ~~than~~Cooperative 4directly ~~hours;~~relate •to ~~$100~~the ~~per~~price of ~~meeting~~corn ~~they~~as ~~attend~~well ~~when~~as the ~~meeting~~rental ~~plus~~income ~~their~~received ~~travel~~by ~~time~~ProGold isand ~~more~~capital ~~than~~improvement expenditures 1made ~~but~~by ~~less~~ProGold ~~than~~for 2the ~~hours~~facility. Mr. Stofferahn has no control over these factors. Based on this reality, no risks arise from the Cooperative’s compensation policies and practices that are reasonably likely to have a material adverse effect on its business operations.

14Summary Executive Compensation Table

The following table sets forth, for the ~~year~~last ~~ending~~two ~~December~~calendar 31years, ~~2023~~ the dollar value of all ~~cash and non-cash~~ compensation ~~paid~~ awarded to, ~~individuals~~earned ~~serving~~by asor ~~directors~~paid ofto ~~the~~Mr. ~~Cooperative during fiscal year 2023~~Stofferahn.

Name		Fees Earned or Paid in Cash		Total
					All O ther
Blane Benedict	$	4,000	$	4,000
				Salary	Compensation	Total
Richard Bot	$	4,000	$	4,000
Name and Principal Position		Year		($)	($) (1)	($)
Mark Harless*	$	1,925	$	1,925
Scott Stofferahn, Executive Vice President**		2024		199,575	40,722	240,297
Matt Hasbargen	$	4,250	$	4,250
		2023		192,335	43,223	235,558
Scott Jetvig	$	4,350	$	4,350
Brett Johnson	$	8,150	$	8,150
Chris Johnson*	$	1,150	$	1,150
Brady Koehl	$	4,100	$	4,100
David Kragnes	$	2,550	$	2,550
Nicolas A. Pyle	$	4,500	$	4,500
Larry Vipond	$	3,300	$	3,300

_______________________** ~~Mark~~Mr. ~~Harless,~~Stofferahn ~~and~~commenced ~~Chris Johnson retired~~his ~~effective~~employment ~~after~~on ~~the~~October ~~2023~~15, ~~Annual Member Meeting~~2012.

~~Item~~(1) ~~12.~~All ~~SECURITY~~Other ~~OWNERSHIP~~Compensation OFis ~~CERTAIN~~comprised ~~BENEFICIAL~~of ~~OWNERS~~premiums ~~AND~~paid ~~MANAGEMENT~~for life ~~AND~~and ~~RELATED~~disability ~~STOCKHOLDER~~insurance, ~~MATTERS~~company contributions to the 401(k) plan and reimbursements from the health reimbursement account.

~~The~~Director ~~following~~Compensation table sets forth, as of March 14, 2024 the number of Units beneficially owned and the percent so owned by (1) each of our directors as of such date, (2) Scott Stofferahn, our Executive Vice President (our Named Executive Officer) and (3) all of our Directors and the Named Executive Officer as a group. The number of Units owned by each person are those beneficially owned, as determined under the rules of the SEC, and such information is not necessarily indicative of beneficial ownership for any other purpose. Under such rules, beneficial ownership includes any Units as to which a person has sole or shared voting power or investment power and any Units which the person has the right to acquire within 60 days through the exercise of any option, warrant or right, through conversion of any security or pursuant to the automatic termination of a power of attorney or revocation of a trust, discretionary account or similar arrangement. The applicable percentage ownership is based on 15,490,480 Units outstanding held by 1,462 members. Each member of the Cooperative is allowed to cast one vote at any meeting of the members, regardless of the number of Units actually held by that member. Some of our directors hold their Units through more than one entity which allows those directors to cast a vote for each one of those members. The address of each director and our Named Executive Officer is 1002 Main Avenue W, Suite 5, West Fargo, ND 58078.

	Amount and Nature of
	Beneficial O wnership
			Number of
	Number of		Membership	Percentage
Name of Beneficial Owner	Units (1)		Votes(2)	of Class
Benedict, Blane	40,000		1	0.26	%
Bot, Richard	204,700	(3)	1	1.32	%
Hasbargen, Matt	8,000	(4)	1	0.05	%
Jetvig, Scott	30,000		1	0.19	%
Johnson, Brett	25,000		1	0.16	%
Koehl, Brady	9,000	(5)	2	0.06	%
Kragnes, David	105,500	(6)	1	0.68	%
Pyle, Nicolas	60,000	(7)	3	0.39	%
Vipond, Larry	21,800		1	0.14	%
Stofferahn, Scott	28,160	(8)	—	0.18	%
All directors and executive officers as a group (10 people)	532,160			3.43	%

The Cooperative reimburses our directors for expenses incurred in connection with board service. The Cooperative’s directors are paid $150 per month and the Chairperson is paid $375 per month. In addition, directors and the Chairperson receive a per diem of:

~~_________________~~• $300 per meeting they attend when the meeting plus their travel time exceeds 4 hours; • $150 per meeting they attend when the meeting plus their travel time is more than 2 but less than 4 hours; • $100 per meeting they attend when the meeting plus their travel time is more than 1 but less than 2 hours.

(1)	Membership interests are measured Units which equal the holder’s proportionate financial right but not a governance right.
(2)	Voting rights are based on one member one vote. Each person or entity that holds units is a member for voting purposes. Some officers and directors own their units through multiple entities resulting in multiple membership votes.
(3)	Includes 102,350 Units owned directly by Mr. Bot’s Revocable Living Trust and 102,350 Units owned by Mr. Bot’s spouse’s Revocable Living Trust.
(4)	Included 8,000 Units owned by Matthew Hasbargen Farm LLC of which Mr. Hasbargen is President.
(5)	Includes 4,000 Units held by Mr. Koehl and 5,000 Units owned by FTW LLP of which Mr. Koehl is a 2.3% owner.
(6)	Includes 101,500 Units owned directly and 4,000 Units owned by Mr. Kragnes' spouse.
(7)	Includes 10,000 Units owned directly, 40,000 Units owned by McIntyre Farms of which Mr. Pyle is a 25% owner, and 10,000 Units owned by HarMar LLC of which Mr. Pyle is a 33% owner.
(8)	Includes indirect interest in 16,667 Units owned by Mr. Stofferahn’s spouse.

The following table sets forth for the year ending December 31, 2024 the dollar value of all cash and non-cash compensation paid to individuals serving as directors of the Cooperative during fiscal year 2024.

Item 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

		Fees
		Earned or
		Paid in
Name		Cash		Total
Blane Benedict	$	3,550	$	3,550
Richard Bot	$	4,300	$	4,300
Mark Harless	$	3,400	$	3,400
Matt Hasbargen	$	3,650	$	3,650
Scott Jetvig *	$	1,300	$	1,300
Brett Johnson	$	7,450	$	7,450
Brady Koehl	$	4,600	$	4,600
David Kragnes	$	4,500	$	4,500
Nicolas A. Pyle	$	4,300	$	4,300
Larry Vipond	$	3,850	$	3,850

In* ~~accordance~~Scott ~~with~~Jetvig ~~the Cooperative’s~~retired ~~Bylaws,~~effective ~~only~~after ~~people who are members of~~ the ~~Cooperative~~2024 ~~or representatives~~Annual ~~of members can serve on our Board of Directors. As members of~~Member the Cooperative (or representatives of members), all of our directors have a contractual patronage relationship with the Cooperative that obligates them to deliver or contract to deliver corn to the Cooperative for processingMeeting. ~~As a result of this patronage relationship, the Cooperative’s directors, like all other member of the Cooperative, receive allocations of profit/loss and cash distributions.~~

~~The~~Item ~~Cooperative has developed its own definition of “Independent Director” that takes into account the patronage relationship that exists between the Cooperative and each director~~12. ~~Under~~SECURITY ~~the Cooperative’s~~OWNERSHIP ~~definition,~~OF ~~the~~CERTAIN ~~patronage~~BENEFICIAL ~~relationship~~OWNERS isAND ~~not~~MANAGEMENT ~~considered~~AND ~~for purposes~~RELATED ofSTOCKHOLDER determining “independence.” However, other relevant relationships between the Cooperative and the directors, and certain family members, are considered in assessing “independence.” Except with respect to the patronage relationship that exists, the Cooperative’s definition is consistent with the definition of an independent director found in Section 303A.02 of the New York Stock Exchange Listed Company Manual. Below please find the Cooperative’s definition of an independent director: MATTERS

AThe ~~director~~following table sets forth, as of March 17, 2025 the number of Units beneficially owned and the percent so owned by (1) each of our directors as of such date, (2) Scott Stofferahn, our Executive Vice President (our Named Executive Officer) and (3) all of our Directors and the Named Executive Officer as a group. The number of Units owned by each person are those beneficially owned, as determined under the rules of the SEC, and such information is not necessarily indicative of beneficial ownership for any other purpose. Under such rules, beneficial ownership includes any Units as to which a person has sole or shared voting power or investment power and any Units which the person has the right to acquire within 60 days through the exercise of any option, warrant or right, through conversion of any security or pursuant to the automatic termination of a power of attorney or revocation of a trust, discretionary account or similar arrangement. The applicable percentage ownership is based on 15,490,480 Units outstanding held by 1,456 members. Each member of the Cooperative ~~shall~~is beallowed ~~considered~~to ancast one vote at any ~~“Independent~~meeting ~~Director”~~of ~~unless:~~the members, regardless of the number of Units actually held by that member. Some of our directors hold their Units through more than one entity which allows those directors to cast a vote for each one of those members. The address of each director and our Named Executive Officer is 1002 Main Avenue W, Suite 5, West Fargo, ND 58078.

• The director has a material financial relationship with the Cooperative (either directly or as a partner, shareholder or officer of an organization that has a relationship with a company) other than the patronage relationship that exists between the Cooperative and each of its members. • The director is, or has been within the last 3 years, an employee of the Cooperative; or immediate family member is, or has been within the last 3 years, an employee, of the Cooperative. • The director has received, or an immediate family member has received, during any 12-month period within the last 3 years, more than $120,000 in direct compensation from the Cooperative, other than director or committee fees and pension or other forms of deferred compensation for prior service (provided such compensation is not contingent in any way on continued service). • (i) the director is a current partner or employee of a firm that is the Cooperative’s internal or external auditor; (ii) the director has an immediate family member who is a current partner of such firm; (iii) the director has an immediate family member who is a current employee of such a firm and personally works on the Cooperative’s audits; or (iv) the director or an immediate family member was, within the last 3 years, a partner or employee of such a firm and personally worked on the Cooperative’s audit within that timeframe. • The director or an immediate family member is, or has been within the last 3 years, employed as an executive officer of another company, or any of the Cooperative’s present executive officers, at the same time serves or served on that company’s compensation committee. • The director is a current employee, or an immediate family member is a current executive officer, of a company that has made payments to, or received payments from, the Cooperative for property or services in an amount which, in any of the last 3 fiscal years, exceeds the greater of $1,000,000 or 2% of such company’s consolidated gross revenues, other than as a result of such person’s patronage relationship with the Cooperative.

	Amount and Nature of
	Beneficial Ownership
			Number of
	Number of		Membership	Percentage
Name of Beneficial Owner	Units (1)		Votes(2)	of Class
Benedict, Blane	40,000		1	0.26	%
Bot, Richard	204,700	(3)	1	1.32	%
Mark Harless	58,000		1	0.37	%
Hasbargen, Matt	8,000	(4)	1	0.05	%
Johnson, Brett	25,000		1	0.16	%
Koehl, Brady	9,000	(5)	2	0.06	%
Kragnes, David	94,500	(6)	1	0.61	%
Pyle, Nicolas	60,000	(7)	3	0.39	%
Vipond, Larry	21,800		1	0.14	%
Stofferahn, Scott	28,160	(8)	—	0.18	%

All directors and executive officers as a group (10 people)	549,160			3.55	%

16 _______________________________

~~Based~~16 ~~on the above definition, all of our directors are independent of management and of the Cooperative.~~

Item 14. PRINCIPAL ACCOUNTING FEES AND SERVICES

	(1)	Membership interests are measured Units which equal the holder’s proportionate financial right but not a governance right.
	(2)	Voting rights are based on one member one vote. Each person or entity that holds units is a member for voting purposes. Some officers and directors own their units through multiple entities resulting in multiple membership votes.
	(3)	Includes 102,350 Units owned directly by Mr. Bot’s Revocable Living Trust and 102,350 Units owned by Mr. Bot’s spouse’s Revocable Living Trust.
	(4)	Includes 8,000 Units owned by Matthew Hasbargen Farm LLC of which Mr. Hasbargen is President.
	(5)	Includes 4,000 Units held by Mr. Koehl and 5,000 Units owned by FTW LLP of which Mr. Koehl is a 2.3% owner.
	(6)	Includes 85,500 Units owned directly and 9,000 Units owned by Mr. Kragnes' spouse.
	(7)	Includes 10,000 Units owned directly, 40,000 Units owned by McIntyre Farms of which Mr. Pyle is a 25% owner, and 10,000 Units owned by HarMar LLC of which Mr. Pyle is a 33% owner.
	(8)	Includes indirect interest in 28,160 Units owned by Mr. Stofferahn’s spouse.

In accordance with the Cooperative’s ~~annual~~Bylaws, ~~financial~~only ~~statements~~people ~~for~~who are members of the ~~years~~Cooperative ~~ended~~or ~~December~~representatives 31of members can serve on our Board of Directors. As members of the Cooperative (or representatives of members), ~~2023~~all ~~and~~of ~~2022~~our ~~and~~directors ~~fees~~have a contractual patronage relationship with the Cooperative that obligates them to deliver or contract to deliver corn to the Cooperative for processing. As a result of this patronage relationship, ifthe ~~any~~Cooperative’s directors, ~~for~~like all other ~~services~~member ~~rendered~~of ~~by Widmer~~the ~~Roel~~Cooperative, ~~during~~receive ~~those~~allocations ~~periods~~of profit/loss and cash distributions.

		2023		2022
Audit Fees	$	59,798	$	41,773
Audit-Related Fees		—		—
Tax Fees		—		—
All Other Fees		—		—
Total	$	59,798	$	41,773

The Cooperative has developed its own definition of “Independent Director” that takes into account the patronage relationship that exists between the Cooperative and each director. Under the Cooperative’s definition, the patronage relationship is not considered for purposes of determining “independence.” However, other relevant relationships between the Cooperative and the directors, and certain family members, are considered in assessing “independence.” Except with respect to the patronage relationship that exists, the Cooperative’s definition is consistent with the definition of an independent director found in Section 303A.02 of the New York Stock Exchange Listed Company Manual. Below please find the Cooperative’s definition of an independent director:

~~Audit~~A ~~Fees.~~director ~~The~~of ~~Audit Fees set forth above include~~ the ~~aggregate~~ ~~fees billed by Widmer Roel to the~~ Cooperative ~~for audit services related to the audit of the~~ ~~Cooperative’s~~shall ~~annual~~be ~~financial~~considered ~~statements~~an ~~and~~“Independent ~~review~~Director” ofunless: ~~the statements included in the Cooperative’s quarterly reports on Form 10-Q for fiscal 2023 and 2022.~~

~~Audit-Related~~• ~~Fees~~The director has a material financial relationship with the Cooperative (either directly or as a partner, shareholder or officer of an organization that has a relationship with a company) other than the patronage relationship that exists between the Cooperative and each of its members. ~~No additional~~• ~~Audit~~The director is, or has been within the last 3 years, an employee of the Cooperative; or immediate family member is, or has been within the last 3 years, an employee, of the Cooperative. • The director has received, or an immediate family member has received, during any 12-~~Related~~month ~~Fees~~period ~~were~~within ~~billed~~the bylast ~~Widmer~~3 ~~Roel~~years, tomore than $120,000 in direct compensation from the Cooperative, ~~for assurance~~other than director or committee fees and ~~related~~pension ~~services~~or other forms of deferred compensation for prior service (provided bysuch ~~Widmer~~compensation ~~Roel~~is ~~related~~not tocontingent in any way on continued service). • (i) the ~~performance~~ director is a current partner or employee of a firm that is the Cooperative’s internal or external auditor; (ii) the director has an immediate family member who is a current partner of such firm; (iii) the director has an immediate family member who is a current employee of such a firm and personally works on the Cooperative’s audits; or (iv) the director or an immediate family member was, within the last 3 years, a partner or employee of such a firm and personally worked on the Cooperative’s audit within that timeframe. • The director or ~~review~~an immediate family member is, or has been within the last 3 years, employed as an executive officer of another company, or any of the Cooperative’s present executive officers, at the same time serves or served on that company’s compensation committee. • The director is a current employee, or an immediate family member is a current executive officer, of a company that has made payments to, or received payments from, the Cooperative for property or services in an amount which, in any of the last 3 fiscal years, exceeds the greater of $1,000,000 or 2% of such company’s consolidated gross revenues, other than as a result of such person’s patronage relationship with the Cooperative. Based on the above definition, all of our directors are independent of management and of the Cooperative.

~~Cooperative’s~~Based ~~financial~~on ~~statements~~the ~~for~~above ~~fiscal~~definition, all ~~2023~~of our directors are independent of management and ~~2022~~of the Cooperative.

~~Tax~~17 ~~Fees. No Tax Fees were billed by Widmer Roel to the Cooperative for professional services rendered by Widmer Roel for tax compliance, tax advice and tax planning for fiscal 2023 and 2022.~~

~~All~~Item ~~Other Fees~~14. NoPRINCIPAL ~~Other Fees~~ACCOUNTING ~~were~~FEES ~~billed~~AND ~~by Widmer Roel to the Cooperative for professional services provided by Widmer Roel to the Cooperative for fiscal 2023 and 2022.~~ SERVICES

The ~~Cooperative’s~~following ~~Audit~~table ~~Committee~~presents fees ~~pre-approves~~for ~~all~~ professional ~~services~~audit ~~provided by Widmer Roel to the Cooperative~~services. ~~The~~For ~~Audit~~2023, ~~Committee~~audit ~~approved~~and ~~all~~other ofrelated ~~the~~fees ~~services~~were rendered ~~and~~by ~~the~~Widmer ~~fees billed~~Roel for ~~such~~the ~~services~~audits toof the Cooperative.’s ~~The~~annual ~~Audit Committee makes its~~financial ~~decisions~~statements onfor the ~~approval~~year ofended ~~services~~December, ~~with~~31, ~~due~~2023. ~~consideration~~For ~~given~~2024, ~~to maintaining~~audit ~~the~~and ~~independence~~other related offees ~~the~~were ~~principal~~rendered ~~accountant.~~by ~~None~~Haynie ofand ~~the~~Company ~~hours expended~~for on the audit of the Cooperative’s ~~2023~~annual financial statements ~~were~~for ~~attributed~~the toyear ~~work performed~~ended byDecember ~~persons~~31, ~~who were not employed full time on a permanent basis by Widmer Roel~~2024.

		2024		2023
Audit Fees	$	62,436	$	59,798
Audit-Related Fees		—		—
Tax Fees		—		—
All Other Fees		—		—
Total	$	62,436	$	59,798

~~PART~~Audit IVFees. For fiscal year 2023, the Audit Fees set forth above include the aggregate fees billed by Widmer Roel to the Cooperative for audit services related to the audit of the Cooperative’s annual financial statements and review of the statements included in the Cooperative’s quarterly reports on Form 10-Q. For fiscal year 2024, the Audit Fees set forth above include the aggregate fees billed by Haynie and Company to the Cooperative for audit services related to the audit of the Cooperative’s annual financial statements and review of the statements included in the Cooperative’s quarterly reports on Form 10-Q.

~~Item~~Audit-Related 15Fees. ~~EXHIBITS~~No additional ~~AND~~Audit-Related ~~FINANCIAL~~Fees ~~STATEMENT~~were ~~SCHEDULES~~billed by Widmer Roel or Haynie and Company to the Cooperative for assurance and related services provided by Widmer Roel or Haynie and Company related to the performance of the audit or review of the Cooperative’s financial statements for fiscal 2024 and 2023.

(a)	Documents filed as part of this report.
	1.	Financial StatementsReport of Independent Registered Public Accounting Firm. Balance Sheets as of December 31, 2023 and 2022.Statements of Operations and Comprehensive Income for the Years Ended December 31, 2023, 2022 and 2021.Statements of Changes in Members’ Equity for the Years Ended December 31, 2023, 2022 and 2021. Statements of Cash Flows for the Years Ended December 31, 2023, 2022 and 2021.Notes to the Financial Statements.
	2.	Financial Statement Schedules
		Not applicable.
	3.	Exhibits.

Tax Fees. No Tax Fees were billed by Widmer Roel or Haynie and Company to the Cooperative for professional services rendered by Widmer Roel or Haynie and Company for tax compliance, tax advice and tax planning for fiscal 2024 and 2023.

Exhibit No.		Exhibit Description
2.1		Articles of Merger of Golden Growers Cooperative and Golden Growers Cooperative is incorporated by reference to Exhibit 2.1 from the Cooperative’s Registration Statement on Form 10 filed April 30, 2010.
2.2		Certificate of Conversion of Golden Growers Cooperative is incorporated by reference to Exhibit 2.2 from the Cooperative’s Registration Statement on Form 10 filed April 30, 2010.
3.1		Amended and Restated Articles of Organization of Golden Growers Cooperative is incorporated by reference to Exhibit 3.1 from the Cooperative’s Registration Statement on Form 10 filed April 30, 2010.
3.2		Amended and Restated Bylaws of Golden Growers Cooperative dated September 1, 2009 is incorporated by reference to Exhibit 3.2 from the Cooperative’s Registration Statement on Form 10 filed April 30, 2010.
3.3		Second Amended and Restated Bylaws of Golden Growers Cooperative dated March 28, 2020 is incorporated by reference to Exhibit 3.2 from the Cooperative’s Form 8-K filed April 2, 2020.
3.4		Third Amended and Restated Bylaws of Golden Growers Cooperative dated March 24, 2022 is incorporated by reference to Exhibit 3.2 from the Cooperative’s Form 8-K filed March 30, 2022.
3.5		Fourth Amended and Restated Bylaws of Golden Growers Cooperative dated March 23, 2023 is incorporated by reference to Exhibit 3.2 from the Cooperative’s Form 8-K filed March 29, 2023.
4.1		Description of the Registrant’s Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934 – filed herewith.
10.1		Form of Uniform Member Agreement is incorporated by reference to Exhibit 10.2 from the Cooperative’s Registration Statement on Form 10 filed April 30, 2010.
10.2		Form of Annual Delivery Agreement is incorporated by reference to Exhibit 10.3 from the Cooperative’s Registration Statement on Form 10 filed April 30, 2010.
10.3		ProGold Limited Liability Company Amended and Restated Member Control Agreement between Golden Growers Cooperative and American Crystal Sugar Company dated September 1, 2009 is incorporated by reference to Exhibit 10.4 from the Cooperative’s Registration Statement on Form 10 filed April 30, 2010.

All Other Fees. No Other Fees were billed by Widmer Roel or Haynie and Company to the Cooperative for professional services provided by Widmer Roel or Haynie and Company to the Cooperative for fiscal 2024 and 2023.

18The Cooperative’s Audit Committee pre-approves all professional services provided by Haynie and Company to the Cooperative. The Audit Committee approved all of the services and the fees billed for such services to the Cooperative. The Audit Committee makes its decisions on the approval of services with due consideration given to maintaining the independence of the principal accountant. None of the hours expended on the audit of the 2024 financial statements were attributed to work performed by persons who were not employed full time on a permanent basis by Haynie and Company.

Exhibit No.		Exhibit Description
10.4		Operating Agreement of ProGold Limited Liability Company is incorporated by reference to Exhibit 10.5 from the Cooperative’s Registration Statement on Form 10 filed April 30, 2010.
10.5		Amendment to ProGold Limited Liability Company Member Control Agreement between Golden Growers Cooperative and American Crystal Sugar Company dated April 4, 2017 is incorporated by reference to Exhibit 10.7 from the Cooperative’s Form 10-Q filed May 12, 2017.
10.6		Second Amended and Restated Grain Services Agreement between Golden Growers Cooperative and Cargill, Incorporated dated July 1, 2017 is incorporated by reference to Exhibit 10.6 from the Cooperative’s Form 10-K filed March 9, 2018.
10.7		Second Amended and Restated Corn Supply Agreement between Golden Growers Cooperative and Cargill, Incorporated dated July 1, 2017 is incorporated by reference to Exhibit 10.7 from the Cooperative’s Form 10-K filed March 9, 2018.
10.8		Consent Agreement among Golden Growers Cooperative, Cargill Incorporated, and American Crystal Sugar Company dated April 4, 2017 is incorporated by reference to Exhibit 10.1 from the Cooperative’s Current Report on Form 8-K filed April 10, 2017.
24.1		Power of Attorney (included on the “Signatures” page of this Annual Report on Form 10-K).
31.1		Certification of Chief Executive Officer and Chief Financial Officer pursuant to Securities Exchange Act Rule 17 CFR 13a-14(a) – filed herewith.
32.1		Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350 – filed herewith.
99.1		Audited Financial Statements of ProGold Limited Liability Company for the years ended August 31, 2022 and August 31, 2021 is incorporated by reference to Exhibit 99.1 from the Cooperative’s Form 10-Q filed November 4, 2022.
99.2		Audited Financial Statements of ProGold Limited Liability Company for the period ended December 31, 2022 is incorporated by reference to Exhibit 99.2 from the Cooperative’s Form 10- K filed March 8, 2023.
99.3		Audited Financial Statements of ProGold Limited Liability Company for the year ended December 31, 2023 – filed herewith.
101		The following materials from this report, formatted in iXBRL (Inline Extensible Business Reporting Language) , are filed herewith: (i) Balance Sheets at December 31, 2023 and December 31, 2022; (ii) Statements of Operations for the years ended December 31, 2023, 2022 and 2021; (iii) Statements of Comprehensive Income for the Years Ended December 31, 2023, 2022 and 2021; (iv) Statement of Changes in Members’ Equity and Comprehensive Income for the years ended December 31, 2023, 2022 and 2021; (v) Statements of Cash Flows for the years ended
.		December 31, 2023, 2022 and 2021; and (vi) Notes to Financial Statements
104		Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

~~Item~~PART ~~16.~~IV ~~FORM 10-K SUMMARY~~

~~None~~Item 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

(a)	Documents filed as part of this report.

	1.	Financial Statements

		Report of Independent Registered Public Accounting Firm.
		Balance Sheets as of December 31, 2024 and 2023.
.		Statements of Operations and Comprehensive Income for the Years Ended December 31, 2024, 2023 and 2022.
		Statements of Changes in Members’ Equity for the Years Ended December 31, 2024, 2023 and 2022.
		Statements of Cash Flows for the Years Ended December 31, 2024, 2023 and 2022.
		Notes to the Financial Statements.

	2.	Financial Statement Schedules

		Not applicable.

	3.	Exhibits.

SIGNATURES

Exhibit No.		Exhibit Description

2.1		Articles of Merger of Golden Growers Cooperative and Golden Growers Cooperative is incorporated by reference to Exhibit 2.1 from the Cooperative’s Registration Statement on Form 10 filed April 30, 2010.

2.2		Certificate of Conversion of Golden Growers Cooperative is incorporated by reference to Exhibit 2.2 from the Cooperative’s Registration Statement on Form 10 filed April 30, 2010.

3.1		Amended and Restated Articles of Organization of Golden Growers Cooperative is incorporated by reference to Exhibit 3.1 from the Cooperative’s Registration Statement on Form 10 filed April 30, 2010.

3.2		Amended and Restated Bylaws of Golden Growers Cooperative dated September 1, 2009 is incorporated by reference to Exhibit 3.2 from the Cooperative’s Registration Statement on Form 10 filed April 30, 2010.

3.3		Second Amended and Restated Bylaws of Golden Growers Cooperative dated March 28, 2020 is incorporated by reference to Exhibit 3.2 from the Cooperative’s Form 8-K filed April 2, 2020.

3.4		Third Amended and Restated Bylaws of Golden Growers Cooperative dated March 24, 2022 is incorporated by reference to Exhibit 3.2 from the Cooperative’s Form 8-K filed March 30, 2022.

3.5		Fourth Amended and Restated Bylaws of Golden Growers Cooperative dated March 23, 2023 is incorporated by reference to Exhibit 3.2 from the Cooperative’s Form 8-K filed March 29, 2023.

4.1		Description of the Registrant’s Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934 – filed herewith.

10.1		Form of Uniform Member Agreement is incorporated by reference to Exhibit 10.2 from the Cooperative’s Registration Statement on Form 10 filed April 30, 2010.

10.2		Form of Annual Delivery Agreement is incorporated by reference to Exhibit 10.3 from the Cooperative’s Registration Statement on Form 10 filed April 30, 2010.

10.3		ProGold Limited Liability Company Amended and Restated Member Control Agreement between Golden Growers Cooperative and American Crystal Sugar Company dated September 1, 2009 is incorporated by reference to Exhibit 10.4 from the Cooperative’s Registration Statement on Form 10 filed April 30, 2010.

~~Pursuant~~19 to the requirements of Section 13 or 15 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, on March 15, 2024.

	GOLDEN GROWERS COOPERATIVE
Exhibit No.		Exhibit Description
	By:	/S/ Scott Stofferahn
10.4		Operating Agreement of ProGold Limited Liability Company is incorporated by reference to Exhibit 10.5 from the Cooperative’s Registration Statement on Form 10 filed April 30, 2010.
		Scott Stofferahn
10.5		Amendment to ProGold Limited Liability Company Member Control Agreement between Golden Growers Cooperative and American Crystal Sugar Company dated April 4, 2017 is incorporated by reference to Exhibit 10.7 from the Cooperative’s Form 10-Q filed May 12, 2017.
	Dated: March 15, 2024
10.6		Second Amended and Restated Grain Services Agreement between Golden Growers Cooperative and Cargill, Incorporated dated July 1, 2017 is incorporated by reference to Exhibit 10.6 from the Cooperative’s Form 10-K filed March 9, 2018.
10.7		Second Amended and Restated Corn Supply Agreement between Golden Growers Cooperative and Cargill, Incorporated dated July 1, 2017 is incorporated by reference to Exhibit 10.7 from the Cooperative’s Form 10-K filed March 9, 2018.
10.8		Consent Agreement among Golden Growers Cooperative, Cargill Incorporated, and American Crystal Sugar Company dated April 4, 2017 is incorporated by reference to Exhibit 10.1 from the Cooperative’s Current Report on Form 8-K filed April 10, 2017.
24.1		Power of Attorney (included on the “Signatures” page of this Annual Report on Form 10-K).
31.1		Certification of Chief Executive Officer and Chief Financial Officer pursuant to Securities Exchange Act Rule 17 CFR 13a-14(a) – filed herewith.
32.1		Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350 – filed herewith.
99.1		Audited Financial Statements of ProGold Limited Liability Company for the period ended December 31, 2022 is incorporated by reference to Exhibit 99.2 from the Cooperative’s Form 10- K filed March 8, 2023.
99.2		Audited Financial Statements of ProGold Limited Liability Company for the year ended December 31, 2023 is incorporated by reference to Exhibit 99.3 from the Cooperative’s Form 10- K filed March 15, 2024.
99.3		Audited Financial Statements of ProGold Limited Liability Company for the year ended December 31, 2024 – filed herewith.
101		The following materials from this report, formatted in iXBRL (Inline Extensible Business Reporting Language) , are filed herewith: (i) Balance Sheets at December 31, 2024 and December 31, 2023; (ii) Statements of Operations for the years ended December 31, 2024, 2023 and 2022; (iii) Statements of Comprehensive Income for the Years Ended December 31, 2024, 2023 and 2022; (iv) Statement of Changes in Members’ Equity and Comprehensive Income for the years ended December 31, 2024, 2023 and 2022; (v) Statements of Cash Flows for the years ended December 31, 2024, 2023 and 2022; and (vi) Notes to Financial Statements.
104		Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

~~Power~~Item of16. ~~Attorney~~FORM 10-K SUMMARY

~~Each~~None person whose signature appears below appoints Scott Stofferahn as their true and lawful attorney-in fact and agent, with full power of substitution and resubstitution, for the undersigned and in the undersigned’s name, place and stead, to perform all acts and execution of all documents which such attorney and agent may deem necessary or desirable to enable Golden Growers Cooperative to comply with the Securities Exchange Act of 1934, as amended, and any rules, regulations and requirements of the Securities and Exchange Commission in respect thereof, in connection with filing with the Commission the Annual Report on Form 10-K of Golden Growers Cooperative for the fiscal year ended December 31, 2023 and any and all amendments and exhibits thereto, and other documents in connection therewith, including specifically, but without limiting the generality of the foregoing, power and authority to sign the names of the undersigned to the Form 10-K and to any instruments and documents filed as part of or in connection with the Form 10-K or any amendments thereto; and the undersigned hereby ratify and confirm all actions taken and documents signed by said attorney and agent as provided herein.

~~Pursuant~~20 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 indicated and as of March 15, 2024.

~~/S/~~SIGNATURES Brett Johnson /S/ Nicolas Pyle Brett Johnson (Chairperson) Nicolas Pyle (Vice Chairperson) /S/ Blane Benedict /S/ Richard Bot Blane Benedict (Director) Richard Bot (Director) /S/ Matthew Hasbargen /S/ Scott Jetvig Matthew Hasbargen (Director, Secretary) Scott Jetvig (Director) /S/ Brady Koehl /S/ David Kragnes Brady Koehl (Director) David Kragnes (Director) /S/ Larry Vipond Larry Vipond (Director, Treasurer) /S/ Scott Stofferahn Scott Stofferahn (principal executive, financial and accounting officer)

20Pursuant to the requirements of Section 13 or 15 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, on March 18, 2025.

APPENDIX A

	GOLDEN GROWERS COOPERATIVE

	By:	/S/ Scott Stofferahn
		Scott Stofferahn
	Dated: March 18, 2025

~~INDEX~~Power TOof ~~THE~~Attorney ~~CONSOLIDATED FINANCIAL STATEMENTS~~

~~GOLDEN~~Each ~~GROWERS~~person ~~COOPERATIVE~~whose ~~FINANCIAL~~signature appears ~~STATEMENTS~~below appoints Scott Stofferahn as their true and lawful attorney-in fact and agent, with full power of substitution and resubstitution, for the undersigned and in the undersigned’s name, place and stead, to perform all acts and execution of all documents which such attorney and agent may deem necessary or desirable to enable Golden Growers Cooperative to comply with the Securities Exchange Act of 1934, as amended, and any rules, regulations and requirements of the Securities and Exchange Commission in respect thereof, in connection with filing with the Commission the Annual Report on Form 10-K of Golden Growers Cooperative for the fiscal year ended December 31, 2024 and any and all amendments and exhibits thereto, and other documents in connection therewith, including specifically, but without limiting the generality of the foregoing, power and authority to sign the names of the undersigned to the Form 10-K and to any instruments and documents filed as part of or in connection with the Form 10-K or any amendments thereto; and the undersigned hereby ratify and confirm all actions taken and documents signed by said attorney and agent as provided herein.

Report of Independent Registered Public Accounting Firm (PCAOB Id 729)	A-1
Balance Sheets as of December, 31, 2023 and 2022	A-3
Statements of Operations and Comprehensive Income for the Years Ended December 31, 2023, 2022 and 2021	A-4
Statements of Changes in Members’ Equity for the Years Ended December 31, 2023, 2022 and 2021	A-5
Statements of Cash Flows for the Years Ended December 31, 2023, 2022 and 2021	A-6
Notes to the Financial Statements	A-7

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 indicated and as of March 18, 2025.

~~REPORT~~/S/ OFBrett ~~INDEPENDENT~~Johnson ~~REGISTERED~~/S/ ~~PUBLIC~~Nicolas ~~ACCOUNTING~~Pyle ~~FIRM~~ Brett Johnson (Chairperson) Nicolas Pyle (Vice Chairperson) /S/ Blane Benedict /S/ Richard Bot Blane Benedict (Director) Richard Bot (Director) /S/ Mark Harless /S/ Matthew Hasbargen Mark Hasbargen (Director) Matthew Hasbargen (Director, Secretary) /S/ Brady Koehl /S/ David Kragnes Brady Koehl (Director) David Kragnes (Director) /S/ Larry Vipond Larry Vipond (Director, Treasurer) /S/ Scott Stofferahn Scott Stofferahn (principal executive, financial and accounting officer)

To21 ~~the Audit Committee, Board of Directors and Members Golden Growers Cooperative West Fargo, North Dakota~~

~~Opinion~~APPENDIX onA ~~the Financial Statements~~

WeINDEX ~~have~~TO ~~audited~~THE ~~the~~CONSOLIDATED ~~accompanying~~FINANCIAL ~~balance~~STATEMENTS sheets of Golden Growers Cooperative as of December 31, 2023 and 2022, and the related statements of operations, comprehensive income, changes in members’ equity and cash flows for each of the three years in the period ended December 31, 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 Golden Growers Cooperative as of December 31, 2023 and 2022, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2023, in conformity with accounting principles generally accepted in the United States of America.

~~Basis~~GOLDEN ~~for~~GROWERS ~~Opinion~~COOPERATIVE FINANCIAL STATEMENTS

These financial statements are the responsibility of the Cooperative’s management. Our responsibility is to express an opinion on the Cooperative’s 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 Golden Growers Cooperative in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

Report of Independent Registered Public Accounting Firm (PCAOB Id 457)	A-1
Balance Sheets as of December, 31, 2024 and 2023	A-3
Statements of Operations and Comprehensive Income for the Years Ended December 31, 2024, 2023 and 2022	A-4
Statements of Changes in Members’ Equity for the Years Ended December 31, 2024, 2023 and 2022	A-5
Statements of Cash Flows for the Years Ended December 31, 2024, 2023 and 2022	A-6
Notes to the Financial Statements	A-7

WeREPORT ~~conducted~~OF ~~our~~INDEPENDENT ~~audits~~REGISTERED inPUBLIC ~~accordance~~ACCOUNTING ~~with the standards of the~~FIRM 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. Golden Growers Cooperative 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 Cooperative’s internal control over financial reporting.

~~Accordingly~~To the Audit Committee, weBoard ~~express~~of noDirectors, ~~such~~and ~~opinion.~~Members Golden Growers Cooperative West Fargo, North Dakota

~~Our~~Opinion audits included performing procedures to assess the risks 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~~Financial ~~and disclosures~~Statements 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.

~~A-1~~We have audited the accompanying balance sheet of Golden Growers Cooperation (the Company) as of December 31, 2024, and the related statements of operations, comprehensive income, changes in members’ equity, and cash flows for the year then ended, 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 the Company as of December 31, 2024, and the results of its operations and its cash flows for the year ended December 31, 2024, in conformity with accounting principles generally accepted in the United States of America.

~~Critical~~The ~~Audit~~Company’s ~~Matters~~balance sheet as of December 31, 2023 and the related statements of operations, comprehensive income, changes in members’ equity and cash flows for each of the two years in the period ended December 31, 2023 were audited by other auditors whose report dated March 12, 2024, expressed an unqualified opinion on those financial statements.

~~Critical~~Basis ~~Audit~~for ~~matters~~Opinion are matters arising from the current period audit of the financial statements that were 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 our especially challenging, subjective, or complex judgments. We determined that there are no critical audit matters.

/These financial statements are the responsibility of the Company’s/ ~~Widmer~~management. ~~Roel~~Our PC responsibility is to express an opinion on the Company’s financial statements based on our audit. We are a public accounting ~~have~~firm ~~served~~registered aswith the ~~Cooperative’s~~Public ~~auditor~~Company ~~since~~Accounting ~~2008~~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.

~~Fargo~~We conducted our audit 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, ~~North~~whether ~~Dakota~~due ~~March~~to 12error or fraud. The Company is not required to have, ~~2024~~nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audit, 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.

~~A-2~~Our audit included performing procedures to assess the risks 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 audit 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 audit provided a reasonable basis for our opinion.

~~GOLDEN~~A-1 ~~GROWERS COOPERATIVE~~

~~BALANCE~~Critical ~~SHEETS~~Audit ~~DECEMBER~~Matters ~~31, 2023 AND 2022~~

Critical Audit matters are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that: (~~Dollars~~1) Inrelate ~~Thousands~~to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. We determined that there are no critical audit matters.

		December 31,
ASSETS		2023			2022
Current Assets:
Cash and Cash Equivalents	$	2,097		$	2,146
Short-Term Investments		4,548			4,720
Other Current Assets		318			308
Total Current Assets		6,963			7,174
Long-Term Investments		2,788			2,352
Investment in ProGold LLC		17,073			18,333
Total Assets	$	26,824		$	27,859
LIABILITIES AND MEMBERS’ EQUITY
Current Liabilities
Accounts Payable	$	—		$	—
Accrued Liabilities		421			205
Total Current Liabilities		421			205
Members' Equity:
Members’ Equity Membership Units, Authorized 60,000,000 Units, Issued and Outstanding 15,490,480 as of December 31, 2023 and December 31, 2022		26,436			27,921
Accumulated Other Comprehensive Loss		(33	)		(267	)
Total Members’ Equity		26,403			27,654
Total Liabilities and Members’ Equity	$	26,824		$	27,859

/s/ Haynie & Company

~~See~~Salt ~~accompanying~~Lake ~~Report~~City, ~~of Independent Registered Public Accounting Firm and Notes to the Financial Statements.~~

~~A-3~~UT March 18, 2025

~~GOLDEN~~We ~~GROWERS~~have ~~COOPERATIVE~~served as the Company’s auditor since 2024.

~~STATEMENTS~~A-2 ~~OF OPERATIONS AND COMPREHENSIVE INCOME FOR THE YEARS ENDED DECEMBER 31, 2023, 2022 AND 2021~~

~~(Dollars~~GOLDEN InGROWERS ~~Thousands)~~COOPERATIVE

		December 31,			December 31,			December 31,
		2023			2022			2021
OPERATIONS
Corn Revenue	$	88,019		$	107,409		$	89,565
Corn Expense		(88,278	)		(107,451	)		(89,605	)
Net Income from ProGold LLC		6,084			6,751			8,418
General & Administrative Expenses		(615	)		(537	)		(485	)
Net Income from Operations		5,210			6,172			7,893
Other Income		121			508			137
Net Income	$	5,331		$	6,680		$	8,030
Weighted Average Shares/Units Outstanding		15,490,480			15,490,480			15,490,480
Earnings per Share/Membership Unit
Primary and Fully Diluted	$	0.34		$	0.43		$	0.52

BALANCE SHEETS
DECEMBER 31, 2024 AND 2023

(Dollars In Thousands)

		December 31,			~~December 31,~~			~~December 31,~~
		2023			2022			2021
ASSETS		2024			2023
COMPREHENSIVE INCOME
Current Assets:
Net Income	$	5,331		$	6,680		$	8,030
Cash and Cash Equivalents	$	1,307		$	2,097
Unrealized gain (loss) on investments		234			(267	)		—
Short-Term Investments		7,328			4,548
Comprehensive Income	$	5,565		$	6,413		$	8,030
Other Current Assets		298			318
Total Current Assets		8,933			6,963
Long-Term Investments		379			2,788
Investment in ProGold LLC		15,588			17,073
Total Assets	$	24,900		$	26,824
LIABILITIES AND MEMBERS’ EQUITY
Current Liabilities
Accounts Payable	$	—		$	—
Accrued Liabilities		204			421
Total Current Liabilities		204			421
Commitments and contingencies (Note 8)
Members' Equity:
Members’ Equity Membership Units, Authorized 60,000,000 Units, Issued and Outstanding 15,490,480 as of December 31, 2024 and December 31, 2023		24,732			26,436
Accumulated Other Comprehensive Loss		(36	)		(33	)
Total Members’ Equity		24,696			26,403
Total Liabilities and Members’ Equity	$	24,900		$	26,824

See accompanying Report of Independent Registered Public Accounting Firm and Notes to the Financial Statements.

A-43

GOLDEN GROWERS COOPERATIVE STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME FOR THE YEARS ENDED DECEMBER 31, 2024, 2023 AND 2022 (Dollars In Thousands)

STATEMENTS OF CHANGES IN MEMBERS’ EQUITY FOR THE YEARS ENDED DECEMBER 31, 2023, 2022 AND 2021


		December 31,			December 31,			December 31,
		2024			2023			2022
OPERATIONS
Corn Revenue	$	61,998		$	88,019		$	107,409
Corn Expense		(62,033	)		(88,278	)		(107,451	)
Net Income from ProGold LLC		6,240			6,084			6,751
General & Administrative Expenses		(608	)		(615	)		(537	)

Net Income from Operations		5,597			5,210			6,172

Other Income		444			121			508

Net Income	$	6,041		$	5,331		$	6,680

Weighted Average Shares/Units Outstanding		15,490,480			15,490,480			15,490,480

Earnings per Share/Membership Unit
Primary and Fully Diluted	$	0.39		$	0.34		$	0.43

(Dollars In Thousands)

		Total
		December 31,			December 31,		December 31,
		Members’
		2024			2023		2022
		Equity
COMPREHENSIVE INCOME
BALANCE December 31, 2020	$	25,758
Net Income	$	6,041		$	5,331	$	6,680
Net income		8,030
Unrealized gain (loss) on investments		(3	)		234		(267	)
Member distributions		(6,041	)
Comprehensive Income	$	6,038		$	5,565	$	6,413
Unrealized loss on investments		—
BALANCE December 31, 2021	$	27,747
Net income		6,680
Member distributions		(6,506	)
Unrealized loss on investments		(267	)
BALANCE December 31, 2022	$	27,654
Net income		5,331
Member distributions		(6,816	)
Unrealized gain on investments		234
BALANCE December 31, 2023	$	26,403

See accompanying Report of Independent Registered Public Accounting Firm and Notes to the Financial Statements.

A-54

GOLDEN GROWERS COOPERATIVE STATEMENTS OF CHANGES IN MEMBERS’ EQUITY FOR THE YEARS ENDED DECEMBER 31, 2024, 2023 AND 2022 (Dollars In Thousands)

STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2023, 2022 AND 2021

		Total
		Members’
		Equity
BALANCE December 31, 2021	$	27,747
Net income		6,680
Member distributions		(6,506	)
Unrealized loss on investments		(267	)

BALANCE December 31, 2022	$	27,654
Net income		5,331
Member distributions		(6,816	)
Unrealized gain on investments		234

BALANCE December 31, 2023	$	26,403
Net income		6,041
Member distributions		(7,745	)
Unrealized loss on investments		(3	)

BALANCE December 31, 2024	$	24,696

~~(Dollars~~See Inaccompanying ~~Thousands)~~Report of Independent Registered Public Accounting Firm and Notes to the Financial Statements.

		December 31,			December 31,			December 31,
		2023			2022			2021
Cash Flows from Operating Activities
Net Income	$	5,331		$	6,680		$	8,030
Net (Income) from ProGold LLC		(6,084	)		(6,751	)		(8,418	)
Realized (Gain) Loss - Investments		266			(286	)		—
Changes in assets and liabilities
Other Current Assets		(10	)		(53	)		3
Accrued liabilities and payables		216			—			1
Net Cash Used in Operating Activities		(281	)		(410	)		(384	)
Cash Flows from Investing Activities
(Purchase) of investments		(2,312	)		(2,039	)		(116	)
Proceeds from investments		2,016
Investment in ProGold LLC		—			(89	)		—
Distribution received from ProGold LLC		7,344			9,595			4,589
Net Cash Provided in Investing Activities		7,048			7,467			4,473
Cash Flows from Financing Activities
Member distributions paid		(6,816	)		(6,506	)		(6,041	)
Net Cash Used by Financing Activities		(6,816	)		(6,506	)		(6,041	)
Increase (Decrease) in Cash and Cash Equivalents		(49	)		551			(1,952	)
Cash and Cash Equivalents, Beginning of Year		2,146			1,595			3,547
Cash and Cash Equivalents, End of Year	$	2,097		$	2,146		$	1,595
Supplemental Schedule of Non-Cash Financing and Investing Activity
Unrealized Gain (Loss) on Investments	$	234		$	(267	)	$	—

A-5

~~See~~GOLDEN ~~accompanying~~GROWERS ~~Report~~COOPERATIVE ofSTATEMENTS ~~Independent~~OF ~~Registered Public~~CASH ~~Accounting~~FLOWS ~~Firm~~FOR ~~and~~THE ~~Notes~~YEARS toENDED ~~the~~DECEMBER ~~Financial~~31, ~~Statements.~~2024, 2023 AND 2022 (Dollars In Thousands)

A-6


		December 31,			December 31,			December 31,
		2024			2023			2022
Cash Flows from Operating Activities
Net Income	$	6,041		$	5,331		$	6,680
Net (Income) from ProGold LLC		(6,240	)		(6,084	)		(6,751	)
Realized (Gain) Loss - Investments		—			266			(286	)
Changes in assets and liabilities
Other Current Assets		20			(10	)		(53	)
Accrued liabilities and payables		(217	)		216			—
Net Cash Used in Operating Activities		(396	)		(281	)		(410	)

Cash Flows from Investing Activities
(Purchase) of investments		(8,802	)		(2,312	)		(2,039	)
Proceeds from investments		8,428			2,016			—
Investment in ProGold LLC		—			—			(89	)
Distribution received from ProGold LLC		7,725			7,344			9,595

Net Cash Provided in Investing Activities		7,351			7,048			7,467

Cash Flows from Financing Activities
Member distributions paid		(7,745	)		(6,816	)		(6,506	)
Net Cash Used by Financing Activities		(7,745	)		(6,816	)		(6,506	)

Increase (Decrease) in Cash and Cash Equivalents		(790	)		(49	)		551

Cash and Cash Equivalents, Beginning of Year		2,097			2,146			1,595

Cash and Cash Equivalents, End of Year	$	1,307		$	2,097		$	2,146

Supplemental Schedule of Non-Cash Financing and Investing Activity

Unrealized Gain (Loss) on Investments	$	(3	)	$	234		$	(267	)

~~GOLDEN~~See ~~GROWERS~~accompanying ~~COOPERATIVE~~Report of Independent Registered Public Accounting Firm and Notes to the Financial Statements.

~~NOTES~~A-6 ~~TO FINANCIAL STATEMENTS DECEMBER 31, 2023, 2022 AND 2021~~

~~NOTE~~GOLDEN 1GROWERS —COOPERATIVE ~~NATURE OF OPERATIONS~~

~~Organization~~NOTES -TO ~~Golden~~FINANCIAL ~~Growers~~STATEMENTS ~~Cooperative~~DECEMBER ~~was initially organized as a North Dakota member-owned cooperative incorporated on January 19~~31, ~~1994~~ ~~(“GG-ND”). GG-ND and two other partners~~2024, ~~one~~2023 ~~of whom was American Crystal~~AND Sugar Company (“ACSC”) entered into a joint venture that formed ProGold Limited Liability Company, a Minnesota limited liability company (“ProGold”) which designed and constructed a corn wet-milling facility in Wahpeton, North Dakota (the “Facility”). Effective March 1, 2022, Cargill exercised its Option to purchase a 50% interest in ProGold from American Crystal Sugar. Simultaneously with the exercise of the Option, the Cooperative, pursuant to the Consent Agreement, elected to purchase American Crystal’s remaining 1% interest in ProGold. Under the joint venture, GG-ND (and indirectly its members) had the right and obligation to deliver corn to be processed at the Facility. In 1997, the Facility was leased to Cargill Incorporated (“Cargill”) who continues to operate the Facility. In connection with the Option exercise, ProGold and Cargill entered into that certain First Amended and Second Amended and Restated Facility lease, effective March 1, 2022, which extended the term of the Facility Lease through December 31, 2026.

OnNOTE July 29, 2009 GG-ND formed a wholly owned cooperative subsidiary in the state of Minnesota (GG-MN), organized under Minnesota Statutes chapter 308A, solely for the purpose of reincorporating into the state of Minnesota. On September 1, 2009, GG-ND merged into GG-MN and reincorporated into the state of Minnesota. Immediately after the merger, GG-MN statutorily converted into a cooperative association governed under Minnesota Statutes 308B. As a result of its reincorporation and reorganization Golden Growers — ~~North Dakota,~~NATURE aOF ~~North~~OPERATIONS Dakota cooperative association historically taxed as a tax-exempt cooperative under Subchapter T of the Internal Revenue Code, became Golden Growers Cooperative, a Minnesota cooperative association governed by Minnesota Statutes chapter 308B as a cooperative for state law purposes but taxed as a partnership under Subchapter K of the Internal Review Code for tax purposes. Golden Growers Cooperative succeeded to the business of Golden Growers — North Dakota and except for changes to the structure and operations as a result of the reincorporation and statutory conversion, continues to operate the business of Golden Growers — North Dakota.

AsOrganization ~~part~~- ofGolden ~~the~~Growers ~~Conversion~~Cooperative was initially organized as a North Dakota member-owned cooperative incorporated on January 19, 1994 (“GG-ND’s”). ~~members~~GG-ND ~~exchanged~~and ~~their shares~~two other partners, one of ~~Class~~whom Awas ~~Common~~American ~~Voting~~Crystal Sugar ~~Membership~~Company ~~Stock~~(“ACSC”) ~~and~~entered ~~Class~~into Ba ~~Non-Voting~~joint ~~Equity~~venture that formed ProGold Limited ~~Stock~~Liability ~~for~~Company, ~~identical~~a ~~and~~Minnesota ~~equal~~limited ~~shares~~liability ofcompany ~~such~~(“ProGold”) ~~stock~~which designed inand GGconstructed a corn wet-~~MN.~~milling ~~Each~~facility ~~member’s single~~in ~~share~~Wahpeton, ofNorth ~~Class~~Dakota (the A“Facility”). ~~Common~~Effective ~~Voting~~March ~~Membership~~1, ~~Stock~~2022, ~~was~~Cargill ~~redeemed~~exercised ~~for~~its ~~$150~~Option ~~and~~to ~~each~~purchase ~~member~~a ~~received~~50% ~~membership~~interest ~~units~~ in ~~GG-MN~~ProGold ~~equal~~from toAmerican Crystal Sugar. Simultaneously with the ~~number~~exercise of ~~shares~~the ofOption, the Cooperative, pursuant to the Consent ~~Class~~Agreement, Belected ~~Non-Voting~~to ~~Equity~~purchase ~~Stock~~American ~~each~~Crystal’s ~~member~~remaining ~~held~~1% interest in ProGold. Under the joint venture, GG-ND ~~prior~~(and indirectly its members) had the right and obligation to deliver corn to be processed at the ~~Merger~~Facility. In 1997, the Facility was leased to Cargill Incorporated (“Cargill”) who continues to operate the Facility. In connection with the Option exercise, ProGold and Cargill entered into that certain First Amended and Second Amended and Restated Facility lease, effective March 1, 2022, which extended the term of the Facility Lease through December 31, 2026.

~~Prior~~On toJuly ~~September 1~~29, 2009, ~~ownership~~GG-ND formed a wholly owned cooperative subsidiary in the state of ~~membership~~Minnesota ~~stock~~(GG-MN), organized under Minnesota Statutes ~~which~~chapter ~~signified~~308A, ~~membership~~solely infor the ~~Cooperative,~~purpose ~~was~~of ~~restricted~~reincorporating tointo ~~producers~~the state of ~~agricultural products~~Minnesota. ~~The~~On ~~ownership~~September of1, ~~equity~~2009, ~~stock~~GG-ND ~~was~~merged ~~restricted~~into toGG-MN ~~members~~and reincorporated into the state of Minnesota. Immediately after the ~~Cooperative.~~merger, ~~Preferred~~GG-MN ~~stock~~statutorily converted ~~could~~into bea ~~held~~cooperative byassociation ~~persons~~governed ~~who~~under ~~were~~Minnesota ~~not~~Statutes 308B. ~~members~~As a result of ~~the~~its ~~Cooperative.~~reincorporation Atand ~~August~~reorganization ~~31,~~Golden ~~2009~~Growers ~~and~~— ~~2008~~North Dakota, ~~the~~a ~~Cooperative~~North ~~had~~Dakota cooperative association historically taxed as a ~~10,000~~tax-exempt ~~shares~~cooperative under Subchapter T of ~~non-voting~~the Internal Revenue Code, $1became Golden Growers Cooperative,~~000~~ ~~par-value~~a ~~preferred~~Minnesota ~~stock~~cooperative ~~authorized,~~association ofgoverned by ~~which~~Minnesota ~~none were~~Statutes ~~issued~~chapter or308B ~~outstanding.~~as ~~Equity~~a ~~requirements,~~cooperative for state law purposes but taxed as ~~determined~~a bypartnership under Subchapter K of the Internal Review Code for tax ~~board~~purposes. Golden Growers Cooperative succeeded to the business of ~~directors,~~Golden ~~could~~Growers — beNorth ~~retained~~Dakota ~~from~~and ~~amounts~~except ~~due~~for changes to ~~patrons~~the structure and ~~credited to~~operations ~~members’~~as ~~equity~~a result inof the ~~form~~reincorporation and statutory conversion, continues to operate the business of ~~unit~~Golden ~~retains~~Growers or— ~~allocated~~North ~~patronage~~Dakota.

~~The~~As ~~Cooperative~~part ~~reserved~~of the ~~right~~Conversion, toGG-ND’s ~~acquire~~members ~~any~~exchanged their shares of ~~its~~Class ~~stock~~A Common Voting Membership Stock and Class B Non-Voting Equity ~~offered~~Stock for ~~sale~~identical and ~~the~~equal ~~right~~shares toof ~~recall~~such ~~the~~ stock ofin ~~any~~GG-MN. Each member.’s single Inshare ~~the~~of ~~event this~~Class ~~right~~A ~~was~~Common ~~exercised,~~Voting ~~the~~Membership ~~consideration~~Stock ~~paid~~was redeemed for ~~such~~$150 ~~stock~~and each ~~was~~member ~~25%~~received membership units in GG-MN equal to the number of ~~its~~shares of ~~book~~Class ~~value.~~B Non-Voting Equity Stock each member held in GG-ND prior to the Merger.

~~Beginning~~Prior to September 1, 2009, ownership of membership ~~units is~~stock, ~~available~~which signified membership in the Cooperative, was restricted to ~~any~~producers ~~person~~of agricultural orproducts. ~~entity~~The ~~residing~~ownership inof equity stock was restricted to members of the ~~United~~Cooperative. ~~States~~Preferred stock could be held by persons who were not members of ~~America~~the Cooperative. ~~Net~~At August 31, 2009 and 2008, the Cooperative had ~~proceeds~~10,000 shares of non-voting, $1,000 par-value preferred stock authorized, of which none were issued or ~~losses~~outstanding. ~~will~~Equity requirements, as determined by the board of directors, could be ~~allocated~~retained from amounts due to patrons and credited to members’ onequity in the ~~basis~~form of ~~their~~unit ~~patronage of~~retains ~~the~~or ~~Cooperative~~allocated patronage.

InThe ~~connection~~Cooperative ~~with~~reserved the ~~Conversion,~~right ~~the~~to ~~Cooperative~~acquire ~~changed~~any of its stock ~~fiscal~~offered ~~year~~for ~~end~~sale and the right to ~~December~~recall 31the stock of any member. In the event this right was exercised, the consideration paid for such stock was 25% of its book value.

~~A-7~~Beginning September 1, 2009, ownership of membership units is available to any person or entity residing in the United States of America. Net proceeds or losses will be allocated to members on the basis of their patronage of the Cooperative.

~~GOLDEN~~In ~~GROWERS~~connection ~~COOPERATIVE~~with the Conversion, the Cooperative changed its fiscal year end to December 31.

~~NOTES~~A-7 ~~TO FINANCIAL STATEMENTS DECEMBER 31, 2023, 2022 AND 2021~~

~~NOTE~~GOLDEN 2GROWERS —COOPERATIVE ~~SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES~~

~~Significant~~NOTES ~~Accounting~~TO ~~Policies:~~FINANCIAL STATEMENTS DECEMBER 31, 2024, 2023 AND 2022

~~Receivables~~NOTE -2 ~~The~~— ~~Cooperative~~SUMMARY ~~charges~~OF ~~members~~SIGNIFICANT ~~an agency fee in connection with corn~~ACCOUNTING procurement services provided to the members. The Cooperative has tracked historical loss information for its member receivables and has compiled historical credit loss percentages for different aging categories. The Cooperative’s member receivables are included in Other Current Assets in the accompanying balance sheets and totaled $220,000 as of December 31, 2023, $223,000 as of December 31, 2022 and $224,000 as of January 1, 2022.POLICIES

~~The~~Significant ~~Cooperative~~Accounting ~~believes~~Policies: that the historical loss information it has compiled is a reasonable base on which to determine expected credit losses for member receivables held at December 31, 2023 and 2022 because the composition of the member receivables at those dates are consistent with that used in developing the historical credit-loss percentages (i.e., the similar risk characteristics of its members and its lending practices have not changed significantly over time). Additionally, the Cooperative has determined that the current and reasonable and supportable forecasted economic conditions are consistent with the economic conditions included in the historical information. As a result, the historical loss rates have not been adjusted for differences in current conditions or forecasted changes. Accordingly, there was no allowance for credit losses at December 31, 2023 and 2022.

~~Investments~~Receivables –- The Cooperative’s ~~investment~~charges members an agency fee in ~~ProGold~~connection iswith corn procurement services provided to the members. The ~~recorded~~Cooperative athas tracked historical ~~cost~~loss ~~plus~~information for its ~~pro-rata~~member ~~share~~receivables and ofhas ~~ProGold~~compiled historical credit loss percentages for different aging categories. The Cooperative’s ~~net~~member ~~income~~receivables ~~and~~are included in Other Current ~~additional~~Assets ~~paid-~~in ~~capital~~the ~~less~~accompanying ~~distributions~~balance ~~received~~sheets ~~from~~and ~~ProGold.~~totaled $224,000 as of December 31, 2024, $220,000 as of December 31, 2023 and $224,000 as of December 31, 2022.

The Cooperative ~~classifies~~believes ~~its~~that ~~debt~~the ~~securities~~historical ~~into~~loss information ~~held-to-maturity,~~it ~~trading,~~has orcompiled ~~available-for-sale~~is ~~categories.~~a ~~Debt~~reasonable ~~securities~~base ~~are classified~~on aswhich ~~held-~~to~~-maturity~~ ~~when~~determine ~~the~~expected ~~Cooperative~~credit losses ~~has~~for ~~the~~member ~~positive~~receivables ~~intent~~held at December 31, 2024 and ~~ability~~ to2023 ~~hold~~because the composition ~~securities~~of tothe ~~maturity.~~member ~~Held-to-maturity~~receivables ~~securities~~at ~~are recorded~~those asdates ~~either~~are ~~short-term~~consistent orwith ~~long-term~~that used onin developing the ~~balance~~historical ~~sheet~~credit-loss ~~based~~percentages ~~on contractual~~(i.e., ~~maturity~~the ~~date~~similar risk ~~and~~characteristics ~~are~~of ~~stated~~its atmembers ~~amortized~~and ~~cost.~~its ~~Debt~~lending ~~securities~~practices have not changed ~~classified~~significantly asover ~~held-to-maturity~~time). orAdditionally, asthe ~~trading~~Cooperative ~~are~~has ~~classified~~determined asthat the ~~available-for-sale~~current and ~~are~~reasonable ~~carried~~and atsupportable ~~fair~~forecasted ~~market~~economic ~~value,~~conditions are consistent with ~~unrealized~~the ~~gains and~~economic ~~losses~~conditions included in the ~~determination~~historical ofinformation. As ~~comprehensive~~a ~~income~~result, ~~and~~the ~~reported~~historical asloss rates have not been adjusted for differences in acurrent ~~component~~conditions ofor ~~stockholders’~~forecasted ~~equity~~changes. Accordingly, there was no allowance for credit losses at December 31, 2024 and 2023.

~~The~~Investments ~~Cooperative~~– ~~establishes an allowance for credit losses on debt securities where the fair value is less than the amortized cost basis to the extent the unrealized loss is due to credit losses.~~ The ~~expected credit losses are presented as loss on investments in the accompanying statement of operations. The~~ Cooperative’s ~~process~~investment ~~for~~in ~~establishing~~ProGold ~~the allowance for credit~~is ~~losses~~recorded ~~considers~~at ~~the~~historical ~~risk~~cost ~~characteristics~~plus ofits ~~the~~pro-rata ~~security class. To the extent possible, losses are estimated collectively for classes of securities with similar risk characteristics. For securities that do not~~ share similar risk characteristics with others, the losses are estimated individually. For available-for-sale debt securities, losses are estimated at the individual security level. The Cooperative’s allowance for credit losses are influenced by a variety of factors, including portfolio credit quality and general economic conditions. General economic conditions are forecasted using economic variables which will create volatility as those variables change over time. The CooperativeProGold’s ~~allowance~~net ~~for~~income ~~credit losses on it’s held to maturity securities~~ and ~~its available for sale securities was not significant as of December 31,~~ ~~2023~~additional ~~and~~paid-in ~~2022.~~capital ~~The~~less ~~Cooperative~~distributions ~~did~~received ~~not~~from ~~recognize any credit losses on it’s held to maturity securities and available for sale securities for the years ended December 31, 2023 and 2022~~ProGold.

~~Cash~~The ~~and~~Cooperative ~~Cash~~classifies ~~Equivalents~~its —debt ~~The~~securities ~~Cooperative~~into held-to-maturity, ~~considers~~trading, or available-for-sale categories. Debt securities are ~~all~~classified ~~demand~~as ~~accounts~~held-to-maturity ~~and~~when ~~overnight~~the ~~sweep~~Cooperative ~~accounts~~has the positive intent and ability to behold ~~cash~~the ~~equivalents~~securities to maturity. ~~Cash equivalents~~Held-to-maturity dosecurities ~~not~~are recorded ~~include~~as ~~money~~either ~~market~~short-term ~~accounts~~or ~~maintained~~long-term byon the ~~Cooperative’s~~balance sheet based on ~~investment~~contractual ~~managers.~~maturity ~~Cash~~date ~~equivalents~~and doare ~~not~~stated ~~include~~at ~~any~~amortized ~~investment~~cost. ~~with~~Debt asecurities not ~~stated~~classified as held-to-maturity ~~date~~or as trading are classified as available-for-sale and are carried at fair market value, ~~regardless~~with ofunrealized gains and losses included in the ~~term~~determination toof ~~maturity~~comprehensive income and reported as a component of stockholders’ equity.

~~Income~~The ~~Taxes~~Cooperative ~~–Golden~~establishes ~~Growers~~an ~~Cooperative~~allowance isfor ~~taxed~~credit aslosses aon ~~limited~~debt ~~liability~~securities ~~company~~where ~~under~~the ~~Subchapter~~fair Kvalue ofis less than the ~~Internal~~amortized ~~Revenue~~cost ~~Code~~basis to the extent the unrealized loss is due to credit losses. AsThe expected credit ~~such,~~losses are presented as loss on investments in the accompanying statement of operations. The Cooperative’s isprocess ~~generally~~for ~~not~~establishing ~~subject~~the toallowance ~~income~~for ~~taxes~~credit losses considers the risk characteristics of the security class. ~~Instead~~To the extent possible, ~~net~~losses are estimated collectively for classes of securities with ~~income~~similar isrisk ~~reported~~characteristics. byFor ~~its~~securities ~~members~~that ~~who~~do ~~will~~not beshare ~~responsible~~similar ~~for~~risk characteristics ~~any~~with ~~income~~others, ~~taxes~~the losses are estimated individually. For ~~which~~available-for-sale ~~may~~debt besecurities, ~~due~~losses are estimated at the individual security level. The Cooperative’s ~~net~~allowance ~~financial~~for ~~basis~~credit inlosses ~~its~~are ~~assets~~influenced by a variety of factors, including portfolio credit quality and ~~liabilities~~general ~~exceeded~~economic conditions. ~~its~~General ~~tax~~economic ~~basis~~conditions byare ~~approximately~~forecasted using economic variables $6which will create volatility as those variables change over time.1 ~~million~~ The Cooperative’s allowance for credit losses on it’s held to maturity securities and ~~$7.9~~its ~~million~~ available for sale securities was not significant as of December 31, 2024 and 2023. The Cooperative did not recognize any credit losses on it’s held to maturity securities and ~~2022~~available for sale securities for the years ended December 31, ~~respectively~~2024 and 2023.

~~A-8~~Cash and Cash Equivalents — The Cooperative considers all demand accounts and overnight sweep accounts to be cash equivalents. Cash equivalents do not include money market accounts maintained by the Cooperative’s investment managers. Cash equivalents do not include any investment with a stated maturity date, regardless of the term to maturity.

~~GOLDEN~~Income ~~GROWERS~~Taxes ~~COOPERATIVE~~–Golden Growers Cooperative is taxed as a limited liability company under Subchapter K of the Internal Revenue Code. As such, the Cooperative is generally not subject to income taxes. Instead, net income is reported by its members who will be responsible for any income taxes which may be due. The Cooperative’s net financial basis in its assets and liabilities exceeded its tax basis by approximately $5.3 million and $6.1 million as of December 31, 2024 and 2023, respectively.

~~NOTES~~A-8 ~~TO FINANCIAL STATEMENTS DECEMBER 31, 2023, 2022 AND 2021~~

~~Property~~GOLDEN ~~and~~GROWERS ~~Equipment~~COOPERATIVE ~~— Property and equipment are stated at cost. Depreciation on assets placed in service is provided using the straight-line method over estimated useful lives ranging from 5 to 10 years.~~

~~Accounting~~NOTES ~~Estimates~~TO —FINANCIAL ~~The~~STATEMENTS ~~preparation~~DECEMBER of31, ~~the~~2024, ~~financial statements~~2023 ~~in conformity with generally accepted accounting principles requires~~AND ~~management~~2022 to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

~~Revenue~~Property ~~Recognition~~and Equipment — ~~Revenue~~Property ~~from~~and ~~marketing~~equipment ~~of members’~~are ~~corn~~stated isat ~~recognized~~cost. asDepreciation aon ~~point~~assets placed in ~~time~~service ~~upon~~is ~~delivery~~provided ofusing the straight-line ~~corn~~method over estimated useful lives ranging from 5 to ~~the cooperative.~~10 years.

~~The~~Accounting ~~Cooperative’s~~Estimates ~~members~~— ~~are~~The ~~contractually~~preparation ~~obligated~~of ~~to annually deliver corn to~~ the ~~Cooperative by either Method A or Method B or a~~financial ~~combination~~statements ofin ~~both.~~conformity ~~Under~~with ~~Method~~generally A,accepted aaccounting ~~member~~principles ~~is required to physically deliver~~requires ~~corn~~management to ~~the~~make ~~cooperative~~estimates and ~~under~~assumptions ~~Method~~that B,affect the ~~Cooperative,~~reported atamounts ~~the request~~ of ~~the~~assets ~~member,~~and ~~arranges~~liabilities ~~for~~at the ~~acquisition~~date ~~and~~of ~~delivery~~the offinancial ~~corn~~statements onand the ~~member’s~~reported ~~behalf.~~amounts ~~For~~of ~~those~~revenues ~~members~~and ~~delivering~~expenses ~~under~~during ~~Method A,~~ the ~~Cooperative~~reporting ~~has an agreement with Cargill, Inc~~period. ~~(“Cargill”)~~Actual ~~in which Cargill coordinates the~~results ~~delivery~~could ofdiffer ~~the~~from ~~corn~~those toestimates. ~~the ProGold plant by the~~

~~Cooperative’s~~Revenue ~~members.~~Recognition ~~For~~— ~~those~~Revenue ~~members~~from ~~delivering~~marketing ~~under Method~~of ~~B, the Cooperative has an agreement with Cargill in which Cargill~~members’ ~~acquires~~ corn onis ~~behalf~~recognized ofas ~~the~~a ~~Cooperative’s~~point ~~members~~ in ~~fulfillment~~time ofupon ~~the members’~~ delivery ~~commitments.~~of Inthe ~~exchange~~corn ~~for~~to ~~these services,~~ the ~~Cooperative~~ ~~pays Cargill an annual fee of $60,000, paid in quarterly 4 installments~~cooperative.

InThe ~~fiscal~~Cooperative’s ~~year~~members ~~2023,~~are ~~the~~contractually ~~Cooperative~~obligated ~~paid~~to ~~members~~annually ~~who~~ deliver corn ~~under~~to the Cooperative by either Method A anor ~~incentive~~Method ~~payment~~B or a combination of $both.10 ~~per~~Under ~~bushel~~Method ~~while~~A, ~~members~~a ~~who elect~~member ~~Method~~is Brequired to physically deliver corn ~~pay~~to the cooperative and under Method B, the Cooperative, aat ~~$.02~~the ~~per~~request ~~bushel~~of ~~fee~~the member, arranges for the ~~cost~~ acquisition and delivery of ~~having~~corn on the member’s behalf. For those members delivering under Method A, the Cooperative ~~deliver~~has an agreement with Cargill, Inc. (“Cargill”) in which Cargill coordinates the delivery of the corn onto ~~their~~the ~~behalf~~ProGold plant by the Cooperative’s members. For ~~fiscal~~those ~~year~~members delivering under ~~2024~~Method B, the Cooperative ~~will~~has ~~pay~~an aagreement $with Cargill in which Cargill acquires corn on behalf of the Cooperative’s members in fulfillment of the members’ delivery commitments.05 ~~per~~In ~~bushel~~exchange for these services, the Cooperative pays Cargill an annual fee of $60,000, paid in 4 quarterly installments.

In fiscal year 2024, the Cooperative paid members who deliver corn under Method A an incentive payment of $.05 per bushel while members who elect Method B to deliver corn pay the Cooperative a $.02 per bushel fee for the cost of having the Cooperative deliver corn on their behalf. For fiscal year 2025, the Cooperative will pay a $.05 per bushel Method A incentive payment and assess a $.02 Method B fee. The board has the discretion to change the incentive fees based on the Cooperative’s corn delivery needs. The delivery fees are a component of Corn Expense.

With respect to all Method A corn deliveries, members who deliver corn under Method A are paid the market or contracted price for their corn. However, per agreement with the Cooperative, Cargill reports the purchase price as the product of Method A bushels delivered during a month and the average market price for the month. If at the conclusion of the year, a Method A member fails to fully satisfy the corn delivery requirement, Cargill will purchase replacement corn. The member with a Method A shortfall will be responsible for a purchased corn fee payable to Cargill and a fee determined by the Board of Directors for all bushels needed to complete their annual Method A delivery.

With respect to Method B corn deliveries, the Cooperative shall notify Cargill of the number of Method B bushels to be purchased during the quarter. Cargill will certify to the Cooperative that it has purchased the necessary Method B bushels. Method B corn revenue will be determined to be equal to the price paid. The Cooperative has determined Corn Expense for Method B ~~deliveries~~ deliveries based on the average quarterly market price per bushel reported by Cargill to the Cooperative’s members for Method A quarterly deliveries.

Concentrations - Several times during the year, the Cooperative maintained a cash balance in excess of the Federal Deposit Insurance Corporation (“FDIC”) limits. At December 31, ~~2023~~ 2024, the Cooperative’s cash balance exceeded the FDIC insurance limits by approximately $1.91 million.

Fair Value Measurements - The Cooperative has determined the fair value of certain assets and liabilities in accordance with the provisions of Accounting Standards Codification (“ASC”) 820-10, which provides a framework for measuring fair value under generally accepted accounting principles.

A-9

GOLDEN GROWERS COOPERATIVE

NOTES TO FINANCIAL STATEMENTS DECEMBER 31, ~~2023~~2024, ~~2022~~2023 AND ~~2021~~2022

ASC 820-10 defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. ASC 820-10 requires that valuation techniques maximize the use of observable inputs and minimize the use of unobservable inputs. ASC 820-10 also establishes a fair value hierarchy, which prioritizes the valuation inputs into three broad levels.

Level 1 inputs consist of quoted prices in active markets for identical assets or liabilities that the reporting entity has the ability to access at the measurement date. Level 2 inputs are inputs other than quoted prices included within Level 1 that are observable for the related asset or liability. Level 3 inputs are unobservable inputs related to the asset or liability.

~~Note~~NOTE 3 – ~~CHANGE~~RECENTLY INADOPTED ACCOUNTING ~~PRINCIPLE~~ PRONOUNCEMENTS

~~Effective~~Beginning ~~January~~in 1,2024 ~~2023~~annual reporting, the Cooperative adopted ~~Accounting~~ Accounting Standards Update (ASU) No. ~~2016~~2023-1307, ~~Financial~~Segment ~~Instruments~~Reporting ~~– Credit Losses~~ (Topic ~~326~~280): Improvements ~~Measurement~~to ofReportable ~~Credit~~Segment ~~Losses~~Disclosures ~~on Financial Instruments~~ (ASU ~~2016~~2023-1307), ~~which replaces the incurred loss methodology with an expected loss methodology~~ that iswas ~~referred~~issued ~~to as~~ by the ~~current~~Financial ~~expected~~Accounting ~~credit~~Standards ~~loss~~Board (~~CECL~~FASB) ~~methodology~~. ~~The~~This ~~CECL~~new ~~model~~standard isrequires ~~applicable~~an enhanced todisclosure ~~the measurement~~ of ~~credit~~significant ~~losses~~segment expenses on ~~financial~~ ~~assets~~an ~~measured~~annual atbasis. ~~amortized cost~~Upon adoption, ~~including~~the ~~contract,~~guidance ~~trade~~was ~~and~~applied ~~loan receivables~~retrospectively ~~and held-~~to~~-maturity~~ ~~debt securities. CECL requires entities to measure~~ all ~~expected~~prior ~~credit losses for financial assets held at the reporting~~periods ~~date based on historical experience, current conditions, and reasonable and supportable forecasts. The update also requires that credit losses on available-for-sale debt securities be~~ presented asin ~~an allowance rather than a write-down of~~ the ~~security. This standard provides~~ financial ~~statement users with more decision-useful information about the expected losses on financial instruments~~statements.

~~The~~Operating ~~Cooperative~~Segments adopted ASU 2016-13 using the modified retrospective review method for all financial assets measured at amortized cost. Results for reporting periods beginning after January 1, 2023, are presented under Topic 326 while prior period amounts continue to be reported in accordance with previously applicable GAAP. As a result of the adoption of the new credit loss guidance, the Cooperative recognized on January 1, 2023, the beginning of the adoption period, no cumulative effect adjustment to member’s equity and ~~no adjustments~~Related toDisclosures financial assets. The adoption of the new standard did not materially impact the Cooperative’s statements of operations and comprehensive income, statements of changes in members’ equity, or statements of cash flows.

AThe Cooperative is managed as a single reportable operating segment, which markets members’ corn for processing at ProGold LLC’s corn wet-10milling plant, and derives income from its investment in ProGold LLC. The single segment information aligns with how the Cooperative’s Chief Operating Decision Maker (“CODM”) reviews and manages the Cooperative’s business. The Cooperative’s CODM is the Executive Vice President.

~~GOLDEN~~Financial ~~GROWERS~~information ~~COOPERATIVE~~and annual operating plans and forecasts are prepared and reviewed by the CODM at the entity level. The CODM assesses performance for the segment and decides how to better allocate resources based on net income that is reported on the Statements of Operations. The Cooperative’s objective in making resource allocation decisions is to optimize the financial results. The accounting policies of the Cooperative’s single segment are the same as those described in the summary of significant accounting policies herein.

~~NOTES~~For TOsingle ~~FINANCIAL~~reportable ~~STATEMENTS~~segment-level ~~DECEMBER~~financial 31information, total ~~2023~~assets, ~~2022~~and ~~AND 2021~~significant non-cash transactions, see Financial Statements.

~~NOTE~~A-10 ~~4 — PROGOLD LIMITED LIABILITY COMPANY~~

~~For~~GOLDEN ~~the~~GROWERS ~~year~~COOPERATIVE 2021 and the first two months of 2022, the Cooperative had a 49% ownership interest in ProGold LLC. For the last ten months of 2022 and all of 2023, the Cooperative had a 50% ownership interest in ProGold LLC. Following is summary financial information for ProGold LLC:

				December 31,
(In Thousands)		2023		2022		2021
Current Assets	$	201	$	223	$	4,873
Long-Term Assets		33,945		36,475		43,320
Total Assets	$	34,146	$	36,698	$	48,193
Current Liabilities	$	—	$	31	$	3,903
Long-Term Liabilities		—		—		1,833
Total Liabilities		—		31		5,736
Members’ Equity		34,146		36,667		42,457
Total Liabilities and Members’ Equity	$	34,146	$	36,698	$	48,193
Rent Revenue on Operating Lease	$	15,810	$	17,468	$	21,045
Expenses		3,641		3,919		3,865
Net Income	$	12,169	$	13,549	$	17,180

NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2024, 2023 AND 2022

NOTE 54 — ~~INVESTMENTS~~PROGOLD LIMITED LIABILITY COMPANY

~~The~~For the first two months of 2022, the Cooperative ~~has~~had ~~determined~~a ~~fair~~49% ownership ~~value~~interest in ProGold LLC. For the last ten months of ~~its~~2022 ~~investments~~and all of 2023 and 2024, the Cooperative had a 50% ~~based~~ownership oninterest ~~Level~~in 2ProGold ~~inputs~~LLC. Following is summary financial information for ProGold LLC:

December 31, 2023:		Level 1			Level 2			Level 3			Total
						December 31,
Corporate Bonds - Held to Maturity	$	—		$	6,030		$	—		$	6,030
(In Thousands)			2024			2023			2022
Fixed Income Funds		—			685			—			685
Current Assets		$	293		$	201		$	223
Money Market & CD’s		—			601			—			601
Long-Term Assets			30,069			33,945			36,475
	$	—		$	7,316		$	—		$	7,316
Total Assets		$	31,262		$	34,146		$	36,398
December 31, 2022:
Current Liabilities		$	88		$	—		$	31
Corporate Bonds - Held to Maturity	$	—		$	4,461		$	—		$	4,461
Long-Term Liabilities			—			—			—
Fixed Income Funds		—			2,453			—			2,453
Total Liabilities			88			—			31
Money Market & CD’s		—			75			—			75
Members’ Equity			31,174			34,146			36,667
	$	—		$	6,989		$	—		$	6,989
Total Liabilities and Members’ Equity		$	31,262		$	34,146		$	36,698
Rent Revenue on Operating Lease		$	15,825		$	15,810		$	17,468
Expenses			3,345			3,641			3,919
Net Income		$	12,480		$	12,169		$	13,549

~~A-11~~NOTE 5 — INVESTMENTS

~~GOLDEN~~The ~~GROWERS~~Cooperative ~~COOPERATIVE~~has determined fair value of its investments based on Level 2 inputs.

NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 2023, 2022 AND 2021

December 31, 2024:		Level 1		Level 2		Level 3		Total
Corporate Bonds - Held to Maturity	$	—	$	2,665	$	—	$	2,665
Fixed Income Funds - Available for Sale		—		710		—		710
Money Market & CD’s		—		4,328		—		4,328
	$	—	$	7,703	$	—	$	7,703

December 31, 2023:
Corporate Bonds - Held to Maturity	$	—	$	6,030	$	—	$	6,030
Fixed Income Funds - Available for Sale		—		685		—		685
Money Market & CD’s		—		601		—		601
	$	—	$	7,316	$	—	$	7,316

~~The Cooperative’s investments are as follows as of December 31, 2023 and 2022 (in thousands):~~ A-11

		Amortized		Unrealized		Unrealized
		Cost		Gains		Losses			Fair Value
December 31, 2023:
Corporate Bonds - Held to Maturity	$	6,050	$	30	$	(50	)	$	6,030
Fixed Income Funds		718				(33	)		685
Money Market & CD’s		601		—		—			601
	$	7,369	$	30	$	(83	)	$	7,316
December 31, 2022:
Corporate Bonds - Held to Maturity	$	4,544	$	1	$	(84	)	$	4,461
Fixed Income Funds		2,720				(267	)		2,453
Money Market & CD’s		75		—		—			75
	$	7,339	$	1	$	(351	)	$	6,989

GOLDEN GROWERS COOPERATIVE

~~Corporate~~NOTES ~~bond~~TO ~~maturities~~FINANCIAL ~~are~~STATEMENTS asDECEMBER ~~follows as of December~~ 31, ~~2023~~ ~~(in~~2024, ~~thousands):~~2023 AND 2022

		Net
		Carrying
		Amount		Fair Value
Due in 1 year or less	$	3,262	$	3,256
Due in 2 to 5 years		2,455		2,460
Due in 6 to 10 years		333		314
	$	6,050	$	6,030

The Cooperative’s investments are as follows as of December 31, 2024 and 2023 (in thousands):

The following table shows the gross unrealized losses and fair value of the Cooperative’s securities with unrealized losses that are not deemed to have credit losses, aggregated by investment category and length of time that individual securities have been in a continuous unrealized loss position, at December 31, 2023 and 2022:

		Amortized		Unrealized		Unrealized
		Cost		Gains		Losses			Fair Value
December 31, 2024:
Corporate Bonds - Held to Maturity	$	2,669	$	17	$	(21	)	$	2,665
Fixed Income Funds		746				(36	)		710
Money Market & CD’s		4,328		—		—			4,328
	$	7,743	$	17	$	(57	)	$	7,703

December 31, 2023:
Corporate Bonds - Held to Maturity	$	6,050	$	30	$	(50	)	$	6,030
Fixed Income Funds		718				(33	)		685
Money Market & CD’s		601		—		—			601
	$	7,369	$	30	$	(83	)	$	7,316

		Less than 12 Months					More than 12 Months
				Unrealized					Unrealized
December 31, 2023:		Fair Value		Losses			Fair Value		Losses
Corporate Bonds - Held to Maturity	$	1,037	$	(18	)	$	1,433	$	(32	)
Fixed Income Funds		201		(1	)		484		(32	)
	$	1,238	$	(19	)	$	1,917	$	(64	)
December 31, 2022:
Corporate Bonds - Held to Maturity	$	3,612	$	(68	)	$	282	$	(16	)
Fixed Income Funds		—		—			2,453		(267	)
	$	3,612	$	(68	)	$	2,735	$	(283	)

Corporate bond maturities are as follows as of December 31, 2024 (in thousands):

The Cooperative has determined that the unrealized losses are deemed to be temporary impairments as of December 31, 2023 and 2022. The Cooperative believes that the unrealized losses generally are caused by interest rate increases and increases in the risk premiums required by market participants rather than an adverse change in cash flows or a fundamental weakness in the credit quality of the issuer or underlying assets.

		Net
		Carrying
		Amount		Fair Value
Due in 1 year or less	$	2,290	$	2,304
Due in 2 to 5 years		327		326
Due in 6 to 10 years		52		35
	$	2,669		$ 2,665

~~A-12~~The following table shows the gross unrealized losses and fair value of the Cooperative’s securities with unrealized losses that are not deemed to have credit losses, aggregated by investment category and length of time that individual securities have been in a continuous unrealized loss position, at December 31, 2024 and 2023:

GOLDEN GROWERS COOPERATIVE

		Less than 12 Months					More than 12 Months
				Unrealized					Unrealized
December 31, 2024:		Fair Value		Losses			Fair Value		Losses
Corporate Bonds - Held to Maturity	$	36	$	(15	)	$	95	$	(5	)
Fixed Income Funds		34		—			676		(36	)
	$	70	$	(15	)	$	771	$	(41	)

December 31, 2023:
Corporate Bonds - Held to Maturity	$	1,037	$	(18	)	$	1,433	$	(32	)
Fixed Income Funds		201		(1	)		484		(32	)
	$	1,238	$	(19	)	$	1,917	$	(64	)

~~NOTES~~A-12 ~~TO FINANCIAL STATEMENTS DECEMBER 31, 2023, 2022 AND 2021~~

~~NOTE~~GOLDEN 6GROWERS —COOPERATIVE ~~INCOME TAXES~~

~~The~~NOTES ~~Cooperative~~TO ~~follows~~FINANCIAL ~~the~~STATEMENTS ~~provisions~~DECEMBER of31, ~~ASC~~2024, ~~740-10~~2023 ~~related to~~AND ~~accounting~~2022 ~~for uncertainty in income taxes.~~

The Cooperative ~~had~~has nodetermined ~~unrecognized~~that ~~tax~~the ~~benefits~~unrealized onlosses ~~December~~are deemed to be temporary impairments as of December 31, ~~2023~~2024 and ~~2022~~2023. NoThe Cooperative ~~interest~~believes orthat ~~penalties~~the unrealized losses generally are ~~recognized~~caused by interest rate increases and increases in the ~~statements~~risk ofpremiums required by market ~~operations~~participants rather than an adverse change in cash flows or a fundamental weakness in the ~~balance~~credit ~~sheets~~quality of the issuer or underlying assets.

~~The~~NOTE ~~Cooperative~~6 ~~recognized~~— noINCOME ~~income~~TAXES ~~tax expense for the years ended December 31, 2023, 2022 and 2021.~~

~~NOTE~~The 7Cooperative —follows ~~EMPLOYEE~~the ~~BENEFIT~~provisions ~~PLANS~~of ASC 740-10 related to accounting for uncertainty in income taxes.

~~Pension~~The ~~Plan — In December 2012, the~~ Cooperative ~~approved~~had ano ~~change~~unrecognized totax ~~freeze~~benefits ~~the~~on ~~Cooperative’s defined benefit~~December ~~pension~~31, ~~plan~~2024 asand ~~of January 1, 2013~~2023. AsNo ainterest ~~result,~~or nopenalties ~~additional~~are ~~benefits~~recognized ~~will accrue to participants~~ in the ~~plan~~statements ~~and~~of operations noor ~~new~~in ~~employees are eligible for~~ the ~~plan.~~ ~~During~~balance ~~the years ended December 31, 2023, 2022 and 2021, there were no pension expenses~~sheets.

InThe ~~December 2022, the~~ Cooperative ~~approved~~recognized ano ~~resolution~~income ~~to terminate~~tax ~~the~~expense ~~plan~~for ~~on March 31, 2023. The process of terminating~~ the ~~plan~~years ~~includes~~ended the purchase of annuities from the assets of the plan to satisfy payment of vested benefits to participants as prescribed by the Pension Benefit Guarantee Corporation’s standard termination process. As of December 31, ~~2023~~2024, ~~the~~ ~~pension~~2023 plan was funded as required by the funding standards set forth by the Employee Retirement Income Security Act (ERISA). While there are currently sufficient funds to purchase annuities for the plan’s two (2) participants to pay all of the benefits owed under the plan, if conditions worsen, the Cooperative is liable to pay the difference between the pension assets and ~~the cost of annuities for participants to cover all benefit liabilities~~2022. ~~The Cooperative anticipates that the process of terminating the plan will conclude in July 2024.~~

~~The~~NOTE ~~Cooperative’s~~7 ~~Compensation~~— ~~Committee~~EMPLOYEE ~~has~~BENEFIT ~~the~~PLANS responsibility of managing the operations and administration of the Cooperative’s retirement plans. The Cooperative has an investment policy that establishes target asset allocations to reduce the risk of large losses. Asset classes are diversified to reduce risk, and equity exposure is limited to 50% of the total portfolio value. The investment objective is to achieve a rate of return sufficient to fully fund the pension obligation of the plan without assuming undue risk through investment vehicles with no greater than average variability of the markets themselves.

~~Substantially~~Pension ~~all of the~~ Plan’s ~~assets~~— ~~consist~~In ofDecember ~~Collective~~2012, ~~Investment~~the ~~Trusts~~Cooperative orapproved ~~Mutual~~a ~~Funds~~change ~~(Fund)~~to ~~and~~freeze ~~are~~the ~~valued~~Cooperative’s ~~based~~defined onbenefit pension ~~Level~~plan Ias ~~or Level~~of IIJanuary ~~inputs~~1, as2013. ~~determined~~As ~~from~~a ~~the~~result, ~~Fund’s~~no ~~ASC~~additional ~~715-30~~benefits ~~footnote~~accrued to ~~included~~participants in the ~~Fund’s audited financial statements~~plan. ~~The~~During ~~Fund’s~~the ~~valuation~~years ~~techniques~~ended ~~include market~~December ~~matrix pricing and market inputs~~31, ~~including bench mark yields~~2024, ~~reported~~2023 and ~~trades~~2022, ~~broker/dealer~~there ~~quotes~~were ~~and others. There has been~~ no ~~changes~~pension ~~in valuation techniques and inputs in 2023, 2022 and 2021~~expenses.

In December 2022, the Cooperative approved a resolution to terminate the plan on March 31, 2023. The ~~assumptions~~process ~~used~~of interminating the ~~measurement~~plan included the purchase of annuities from the ~~Cooperative’s~~assets of the plan to satisfy ~~benefit~~payment ~~obligations~~of ~~are~~vested ~~shown~~benefits ~~below:~~to the remaining participant as prescribed by the Pension Benefit Guarantee Corporation’s standard termination process.

	2023		2022
Discount Rate	4.92	%	4.50	%
Expected Return on Plan Assets	5.78	%	2.91	%
Rate of Compensation Increase	n/a	%	n/a	%

There were sufficient funds to purchase an annuity for the plan’s remaining participant to pay all of the benefits owed under the plan. In May 2024, excess funds totaling $37,603 were returned to the Cooperative and in August the Cooperative paid an excise tax to the U.S. Treasury in the amount of $18,802. The Cooperative was notified of the plan termination on August 6, 2024.

~~A-13~~401(k) Plan — The Cooperative has a 401(k) plan that covers employees that meet eligibility requirements. The Cooperative’s contributions to the plan totaled $7,983, $7,693, and $7,325 for the years ended December 31, 2024, 2023 and 2022, respectively.

~~GOLDEN~~NOTE ~~GROWERS~~8 ~~COOPERATIVE~~— COMMITMENTS AND CONTINGENCIES

~~NOTES~~The TOCooperative ~~FINANCIAL~~contracted ~~STATEMENTS~~with ~~DECEMBER 31~~Cargill, ~~2023,~~Incorporated ~~2022~~in connection ~~AND~~with the procurement of corn which includes payments of $60,000 in ~~2021~~2024. The contract continues through 2026.

On March 1, 2022, the Cooperative and Cargill entered into that certain ProGold Limited Liability Company Agreement (the “Operating Agreement”). The ~~following~~Operating ~~schedule~~Agreement ~~reflects~~defined a triggering event, whereby the ~~expected~~Cooperative ~~cost~~and Cargill would work together to ~~purchase~~finalize a long-term joint venture agreement for the structure, governance and operation of ~~annuities~~ProGold ~~for~~according ~~the~~to ~~one~~certain operating ~~beneficiary~~principles inand other guideline terms. In December of 2024, ~~associated~~the Cooperative ~~with~~and Cargill determined that a long-term joint venture would not be possible and that Cargill will purchase the ~~termination~~Cooperative’s 50% interest in ProGold for $81 million within 30 days following expiration of the Facility Lease pursuant to the ~~pension~~terms ~~(in~~of ~~thousands)~~the Operating Agreement.

		Expected
		Benefit
		Payments
2024	$	680
Total	$	680

In January 2025, the Cooperative’s Board of Directors approved a resolution to submit to the members for their approval at the 2025 Annual Member Meeting a Plan of Liquidation and Dissolution of the Cooperative providing (i) for approval of the sale of the Cooperative’s 50% interest in ProGold pursuant to the terms of the Operating Agreement and distribution of the proceeds of such sale, along with all other assets of the Cooperative, to the members; and (ii) granting the Board of Directors authority to negotiate, execute and file all agreements, documents or instruments necessary to effect such liquidation and dissolution of Golden Growers Cooperative. If approved by the Cooperative’s members at the 2025 Annual Member Meeting, the Cooperative will implement the Plan of Liquidation and Dissolution as presented to the members.

~~The~~A-13 ~~Cooperative does not expect to contribute to the defined benefit pension plan during the next fiscal year.~~

~~The~~GOLDEN ~~following~~GROWERS ~~schedules~~COOPERATIVE ~~provide the components of the Net Periodic Pension Costs for the periods ended December 31, 2023, 2022 and 2021 (in thousands):~~

		2023			2022			2021
Interest Cost	$	2		$	27		$	24
Expected Return on Plan Assets		(3	)		(19	)		(38	)
Amortization of Net (Gain) Loss		1			2			—
Net Periodic Pension Cost	$	—		$	10		$	(14	)

NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2024, 2023 AND 2022

~~A-14~~NOTE 9 – LINE OF CREDIT

~~GOLDEN~~The ~~GROWERS~~Cooperative ~~COOPERATIVE~~established a $2,000,000 line of credit with a variable interest rate based on the prime rate that terminates on October 16, 2026. The line of credit is secured by the Investment Management Agency account for Golden Growers maintained by Bell Bank. There is no outstanding balance as of December 31, 2024 and 2023.

~~NOTES~~NOTE TO10 ~~FINANCIAL~~- ~~STATEMENTS~~SUBSEQUENT ~~DECEMBER~~EVENTS ~~31, 2023, 2022 AND 2021~~

~~The~~In ~~following~~January ~~schedules set forth a reconciliation~~ of ~~the changes~~2025, in the ~~plan’s~~Cooperative ~~benefit~~declared ~~obligation and fair value of assets for the periods ending December 31, 2023 and 2022 and~~ a ~~statement~~distribution of ~~the funded status~~ ~~and amounts recognized in the Balance Sheets and Accumulated Other Comprehensive Income as of December 31~~$3,562,810, ~~2023~~or ~~and~~$0.23 ~~2022~~per ~~(in~~outstanding ~~thousands):~~membership unit.

		December 31,			December 31,
		2023			2022
Change in Benefit Obligation
Obligation at the Beginning of the Period	$	636		$	718
Service Cost		—			—
Interest Cost		27			24
Actuarial (Gain) Loss		68			(51	)
Benefits Paid		(51	)		(55	)
Obligation at the End of the Period	$	680		$	636
Change in Plan Assets
Fair Value at the Beginning of the Period	$	704		$	910
Actual Returns on Plan Assets		41			(151	)
Employer Contributions		—			—
Benefits Paid		(51	)		(55	)
Fair Value at the End of the Period	$	694		$	704
Funded Status
Funded Status as of Period Ended	$	15		$	68
Net Amount Recognized	$	—		$	—

See Note 8 regarding the Board’s approval of a resolution to submit to the members for their approval a Plan of Liquidation and Dissolution of the Cooperative.

~~401(k)~~Management ~~Plan~~evaluated —all ~~The~~other ~~Cooperative~~activity ~~has~~of athe ~~401(k)~~Cooperative through ~~plan~~March ~~that covers~~18, ~~employees~~2025, ~~that~~the ~~meet~~date ~~eligibility~~to ~~requirements.~~which ~~The~~the ~~Cooperative’s~~financial statements were ~~contributions~~available to ~~the~~be ~~plan~~issued, ~~totaled~~and ~~$7,693,~~concluded $7that,~~325,~~ ~~and~~other $6than the matters described above,~~959~~ ~~for~~no ~~the~~other ~~years~~subsequent ~~ended~~events have occurred that would require recognition ~~December~~in ~~31,~~the ~~2023,~~financial ~~2022~~statements ~~and~~or ~~2021,~~disclosure ~~respectively.~~in the notes to the financial statements.

~~NOTE~~A-14 ~~8 — COMMITMENTS AND CONTINGENCIES~~

The Cooperative contracted with Cargill, Incorporated in connection with the procurement of corn which includes payments of $60,000 in 2023. The contract continues through 2026.

On February 28, 2022, the Cooperative and Cargill entered into an operating agreement for ProGold. If a defined triggering event occurs, the Cooperative and Cargill will expeditiously and in good faith work together to finalize a joint venture agreement for the structure, governance and operation of ProGold according to certain operating principles and other guideline terms. If a joint venture agreement is agreed to, the Cooperative will reimburse Cargill for 50% of the undepreciated capital expense associated with approved projects. If the Cooperative and Cargill are unable to agree on terms for a joint venture agreement, Cargill agrees to purchase the Cooperative’s 50% interest in ProGold for $81 million and half of any remaining lease payments due through December 31, 2026.

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GOLDEN GROWERS COOPERATIVE

NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 2023, 2022 AND 2021

NOTE 9 – LINE OF CREDIT

The Cooperative established a $2,000,000 line of credit with a variable interest rate based on the prime rate that terminates on October 16, 2024. The line of credit is secured by the Investment Management Agency account for Golden Growers maintained by Bell Bank. There is no outstanding balance as of December 31, 2023 and 2022.

NOTE 10 - SUBSEQUENT EVENTS

In February of 2024, the Cooperative declared a distribution of $2,788,286, or $.18 per outstanding membership unit.

In February of 2024, in connection with the termination process for the Cooperative’s pension plan, an annuity was purchased using plan assets at a cost of approximately $625,000. See also Note 7.

Management evaluated all other activity of the Cooperative through November 12, 2024, the date to which the financial statements were available to be issued, and concluded that, other than the matters described above, no other subsequent events have occurred that would require recognition in the financial statements or disclosure in the notes to the financial statements.

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Filing Compare · Golden Growers Cooperative