UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

(Mark One)

☒ | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
| For the quarterly period ended July 31, 2025
| OR
☐ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
| For the transition period from _________ to _________

Commission File Number 001-09097

REX AMERICAN RESOURCES CORPORATION

(Exact name of registrant as specified in its charter)

Delaware | 31-1095548
(State or other jurisdiction of | (I.R.S. Employer
incorporation or organization) | Identification Number)

7720 Paragon Road, Dayton, Ohio | 45459
(Address of principal executive offices) | (Zip Code)

(937) 276-3931

(Registrant’s telephone number, including area code)

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

Title of each class | Trading Symbol(s) | Name of each exchange on which registered
Common stock, $0.01 par value | REX | New York Stock Exchange

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 ☐

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 during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See definition 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 | ☐ | (Do not check if a smaller reporting company) | Smaller reporting company ☐
|  |  | Emerging growth company ☐

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

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

Yes ☐ No ☒

At the close of business on August 29, 2025, the registrant had 16,528,787 shares of Common Stock, par value $.01 per share, outstanding.

REX AMERICAN RESOURCES CORPORATION AND SUBSIDIARIES

INDEX

|  | Page
PART I. | FINANCIAL INFORMATION |
Item 1. | Financial Statements |
| Consolidated Balance Sheets | 4
| Consolidated Statements of Operations | 5
| Consolidated Statements of Equity | 6
| Consolidated Statements of Cash Flows | 8
| Notes to Consolidated Financial Statements | 9
Item 2. | Management’s Discussion and Analysis of Financial Condition and Results of Operations | 27
Item 3. | Quantitative and Qualitative Disclosures About Market Risk | 39
Item 4. | Controls and Procedures | 39
PART II. | OTHER INFORMATION |
Item 1. | Legal Proceedings | 40
Item 1A. | Risk Factors | 40
Item 2. | Unregistered Sales of Equity Securities and Use of Proceeds | 40
Item 3. | Defaults upon Senior Securities | 40
Item 4. | Mine Safety Disclosures | 41
Item 5. | Other Information | 41
Item 6. | Exhibits | 41

2

Commonly Used Defined Terms
Corporate Structure: |
REX/the Company | REX American Resources Corporation, and its majority and wholly owned subsidiaries
NuGen | NuGen Energy, LLC – REX owns 99.7%
One Earth | One Earth Energy, LLC and subsidiaries – REX owns 76.1%
Big River | Big River, LLC, and subsidiaries – REX owns 10.3%
Industry Terms: |
CI | Carbon Intensity
CO2 | Carbon dioxide
E-10 | Gasoline blended with up to 10% ethanol by volume
E-15 | Gasoline blended with up to 15% ethanol by volume
EPA | United States Environmental Protection Agency
FEOC | Foreign Entity of Concern
GHG | Greenhouse Gas
IRA | Inflation Reduction Act
IRC | Internal Revenue Code of 1986, as amended
IRC Section 41 | Internal Revenue Code § 41 - Credit for Increasing Research Activities
IRC Section 45/Section 45 | Internal Revenue Code § 45 - Electricity Produced from Certain Renewable Resources, etc.
IRS | Internal Revenue Service
OBBBA | One Big Beautiful Bill Act
PHMSA | Pipeline and Hazardous Materials Safety Administration
RFS II | Renewable Fuel Standard II
RIN(s) | Renewable Identification Number(s)
RVOs | Renewable Volume Obligations
Section 45Q/45Q | Section 45Q of the Internal Revenue Code
Section 45Z/45Z | Section 45Z of the Internal Revenue Code
SB | Illinois Senate Bill
SAF | Sustainable Aviation Fuel
SRE(s) | Small Refinery Exemption(s)
USDA | United States Department of Agriculture
USMCA | United States-Mexico-Canada Agreement
Accounting and General Business Terms:
ASC | Accounting Standards Codification
ASC 280 | ASC 280, “Segment Reporting”
ASC 815 | ASC 815, “Derivatives and Hedging”
ASC 820 | ASC 820, “Fair Value Measurements and Disclosures”
ASU | Accounting Standards Update
FASB | Financial Accounting Standards Board
SG&A | Selling, general, and administrative
TSR | Total shareholder return

3

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

REX AMERICAN RESOURCES CORPORATION AND SUBSIDIARIES

Consolidated Balance Sheets

Unaudited

(In Thousands) |  | July 31, 2025 |  |  | January 31, 2025 |
Assets |  |  |  |  |  |  |  |
Current assets: |  |  |  |  |  |  |  |
Cash and cash equivalents |  | $ | 240,962 |  |  | $ | 196,255 |
Short-term investments |  |  | 69,490 |  |  |  | 162,820 |
Accounts receivable |  |  | 24,828 |  |  |  | 21,511 |
Inventory |  |  | 31,632 |  |  |  | 31,676 |
Refundable income taxes |  |  | 8,466 |  |  |  | 6,445 |
Prepaid expenses and other |  |  | 15,138 |  |  |  | 17,112 |
Total current assets |  |  | 390,516 |  |  |  | 435,819 |
Property and equipment, net |  |  | 232,412 |  |  |  | 210,683 |
Operating lease right-of-use assets |  |  | 20,956 |  |  |  | 20,985 |
Finance lease right-of-use assets |  |  | 18,507 |  |  |  | - |
Other assets |  |  | 3,014 |  |  |  | 16,721 |
Equity method investment |  |  | 35,191 |  |  |  | 35,800 |
Total assets |  | $ | 700,596 |  |  | $ | 720,008 |
Liabilities and equity |  |  |  |  |  |  |  |
Current liabilities: |  |  |  |  |  |  |  |
Accounts payable – trade (includes $1.8 million and $1.4 million with related parties at July 31, 2025 and January 31, 2025, respectively) |  | $ | 17,595 |  |  | $ | 28,337 |
Current operating lease liabilities |  |  | 6,767 |  |  |  | 5,746 |
Current finance lease liabilities |  |  | 469 |  |  |  | - |
Accrued expenses and other current liabilities |  |  | 12,254 |  |  |  | 16,360 |
Total current liabilities |  |  | 37,085 |  |  |  | 50,443 |
Long-term liabilities: |  |  |  |  |  |  |  |
Deferred taxes |  |  | 7,855 |  |  |  | 3,562 |
Long-term operating lease liabilities |  |  | 14,490 |  |  |  | 15,367 |
Long-term finance lease liabilities |  |  | 2,853 |  |  |  | - |
Long-term taxes payable |  |  | 4,560 |  |  |  | 4,334 |
Other long-term liabilities |  |  | 2,763 |  |  |  | 2,700 |
Total long-term liabilities |  |  | 32,521 |  |  |  | 25,963 |
Equity |  |  |  |  |  |  |  |
REX shareholders’ equity: |  |  |  |  |  |  |  |
Common stock |  |  | 299 |  |  |  | 299 |
Paid-in capital |  |  | 8,037 |  |  |  | 6,470 |
Retained earnings |  |  | 775,717 |  |  |  | 759,928 |
Treasury stock |  |  | (238,287) |  |  |  | (206,360) |
Total REX shareholders’ equity |  |  | 545,766 |  |  |  | 560,337 |
Noncontrolling interests |  |  | 85,224 |  |  |  | 83,265 |
Total equity |  |  | 630,990 |  |  |  | 643,602 |
Total liabilities and equity |  | $ | 700,596 |  |  | $ | 720,008 |

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

4

REX AMERICAN RESOURCES CORPORATION AND SUBSIDIARIES

Consolidated Statements of Operations

Unaudited

(In Thousands, Except Per Share Amounts) |  | Three Months Ended July 31, |  |  | Six Months Ended July 31, |
|  | 2025 |  |  | 2024 |  |  | 2025 |  |  | 2024 |
Net sales and revenue |  | $ | 158,563 |  |  | $ | 148,155 |  |  | $ | 316,903 |  |  | $ | 309,386 |
Cost of sales (includes $29,004 and $28,340 with related parties for the three months ended July 31, 2025 and 2024, respectively, and $53,853 and $58,987 with related parties for the six months ended July 31, 2025 and 2024, respectively.) |  |  | 144,244 |  |  |  | 128,382 |  |  |  | 288,242 |  |  |  | 275,162 |
Gross profit |  |  | 14,319 |  |  |  | 19,773 |  |  |  | 28,661 |  |  |  | 34,224 |
Selling, general and administrative expenses |  |  | (6,201) |  |  |  | (6,440) |  |  |  | (12,145) |  |  |  | (12,551) |
Equity in income of unconsolidated affiliates |  |  | 891 |  |  |  | 1,747 |  |  |  | 1,897 |  |  |  | 3,465 |
Interest and other income, net |  |  | 3,088 |  |  |  | 4,416 |  |  |  | 7,310 |  |  |  | 10,321 |
Income before income taxes |  |  | 12,097 |  |  |  | 19,496 |  |  |  | 25,723 |  |  |  | 35,459 |
Provision for income taxes |  |  | (2,769) |  |  |  | (4,489) |  |  |  | (5,723) |  |  |  | (8,179) |
Net income |  |  | 9,328 |  |  |  | 15,007 |  |  |  | 20,000 |  |  |  | 27,280 |
Net income attributable to noncontrolling interests |  |  | (2,217) |  |  |  | (2,629) |  |  |  | (4,211) |  |  |  | (4,711) |
Net income attributable to REX common shareholders |  | $ | 7,111 |  |  | $ | 12,378 |  |  | $ | 15,789 |  |  | $ | 22,569 |
Weighted average shares outstanding – basic |  |  | 16,505 |  |  |  | 17,548 |  |  |  | 16,694 |  |  |  | 17,528 |
Basic net income per share attributable to REX common shareholders |  | $ | 0.43 |  |  | $ | 0.71 |  |  | $ | 0.95 |  |  | $ | 1.29 |
Weighted average shares outstanding – diluted |  |  | 16,505 |  |  |  | 17,671 |  |  |  | 16,694 |  |  |  | 17,648 |
Diluted net income per share attributable to REX common shareholders |  | $ | 0.43 |  |  | $ | 0.70 |  |  | $ | 0.95 |  |  | $ | 1.28 |

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

5

REX AMERICAN RESOURCES CORPORATION AND SUBSIDIARIES

Consolidated Condensed Statements of Equity

For the Three and Six Months Ended July 31, 2025 and 2024

Unaudited

(In Thousands)

|  | REX Shareholders |  |  |  |  |  |  |
|  | Common Shares |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
|  | Issued |  |  | Treasury |  |  | Paid-in |  |  | Retained |  |  | Noncontrolling |  |  | Total |
|  | Shares |  |  | Amount |  |  | Shares |  |  | Amount |  |  | Capital |  |  | Earnings |  |  | Interests |  |  | Equity |
Balance at January 31, 2025 |  |  | 29,853 |  |  | $ | 299 |  |  |  | 12,659 |  |  | $ | (206,360) |  |  | $ | 6,470 |  |  | $ | 759,928 |  |  | $ | 83,265 |  |  | $ | 643,602 |
Net income |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  | 8,678 |  |  |  | 1,994 |  |  |  | 10,672 |
Treasury stock acquired |  |  |  |  |  |  |  |  |  |  | 822 |  |  |  | (32,727) |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  | (32,727) |
Noncontrolling interests distribution and other |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  | (2,005) |  |  |  | (2,005) |
Issuance of equity awards and stock-based compensation expense |  |  | - |  |  |  | - |  |  |  | (100) |  |  |  | 32 |  |  |  | 62 |  |  |  | - |  |  |  | - |  |  |  | 94 |
Balance at April 30, 2025 |  |  | 29,853 |  |  |  | 299 |  |  |  | 13,381 |  |  |  | (239,055) |  |  |  | 6,532 |  |  |  | 768,606 |  |  |  | 83,254 |  |  |  | 619,636 |
Net income |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  | 7,111 |  |  |  | 2,217 |  |  |  | 9,328 |
Treasury stock acquired |  |  |  |  |  |  |  |  |  |  | 4 |  |  |  | (132) |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  | (132) |
Noncontrolling interests distribution and other |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  | (247) |  |  |  | (247) |
Issuance of equity awards and stock-based compensation expense |  |  | - |  |  |  | - |  |  |  | (60) |  |  |  | 900 |  |  |  | 1,505 |  |  |  | - |  |  |  | - |  |  |  | 2,405 |
Balance at July 31, 2025 |  |  | 29,853 |  |  | $ | 299 |  |  |  | 13,325 |  |  | $ | (238,287) |  |  | $ | 8,037 |  |  | $ | 775,717 |  |  | $ | 85,224 |  |  | $ | 630,990 |

Continued on the following page

6

REX AMERICAN RESOURCES CORPORATION AND SUBSIDIARIES

Consolidated Statements of Equity

Unaudited

(In Thousands)

Continued from the previous page

|  | REX Shareholders |  |  |  |  |  |  |
|  | Common Shares |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
|  | Issued |  |  | Treasury |  |  | Paid-in |  |  | Retained |  |  | Noncontrolling |  |  | Total |
|  | Shares |  |  | Amount |  |  | Shares |  |  | Amount |  |  | Capital |  |  | Earnings |  |  | Interests |  |  | Equity |
Balance at January 31, 2024 |  |  | 29,853 |  |  | $ | 299 |  |  |  | 12,350 |  |  | $ | (191,911) |  |  | $ | 3,769 |  |  | $ | 701,761 |  |  | $ | 73,679 |  |  | $ | 587,597 |
Net income |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  | 10,191 |  |  |  | 2,082 |  |  |  | 12,273 |
Noncontrolling interests distribution and other |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  | (1,829) |  |  |  | (1,829) |
Issuance of equity awards and stock-based compensation expense |  |  | - |  |  |  | - |  |  |  | - |  |  |  | 63 |  |  |  | 295 |  |  |  | - |  |  |  | - |  |  |  | 358 |
Balance at April 30, 2024 |  |  | 29,853 |  |  |  | 299 |  |  |  | 12,350 |  |  |  | (191,848) |  |  |  | 4,064 |  |  |  | 711,952 |  |  |  | 73,932 |  |  |  | 598,399 |
Net income |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  | 12,378 |  |  |  | 2,629 |  |  |  | 15,007 |
Noncontrolling interests distribution and other |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  | (8) |  |  |  | (8) |
Issuance of equity awards and stock-based compensation expense |  |  | - |  |  |  | - |  |  |  | (64) |  |  |  | 891 |  |  |  | 1,897 |  |  |  | - |  |  |  | - |  |  |  | 2,788 |
Balance at July 31, 2024 |  |  | 29,853 |  |  | $ | 299 |  |  |  | 12,286 |  |  | $ | (190,957) |  |  | $ | 5,961 |  |  | $ | 724,330 |  |  | $ | 76,553 |  |  | $ | 616,186 |

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

7

REX AMERICAN RESOURCES CORPORATION AND SUBSIDIARIES

Consolidated Statements of Cash Flows

Unaudited

(In Thousands) |  | Six Months Ended July 31, |
|  | 2025 |  |  | 2024 |
Cash flows from operating activities: |  |  |  |  |  |  |  |
Net income including noncontrolling interests |  | $ | 20,000 |  |  | $ | 27,280 |
Adjustments to reconcile net income to net cash provided by operating activities: |  |  |  |  |  |  |  |
Depreciation |  |  | 7,101 |  |  |  | 8,824 |
Amortization of operating lease right-of-use assets |  |  | 3,197 |  |  |  | 3,153 |
Amortization of finance lease right-of-use assets |  |  | 475 |  |  |  | - |
Income from equity method investments |  |  | (1,897) |  |  |  | (3,465) |
Dividends received from equity method investments |  |  | 2,506 |  |  |  | - |
Interest income from investments |  |  | (2,999) |  |  |  | (3,292) |
Deferred income tax |  |  | 4,293 |  |  |  | 5,495 |
Stock-based compensation expense |  |  | 1,022 |  |  |  | 1,772 |
Loss on disposal of property and equipment – net |  |  | 172 |  |  |  | 78 |
Changes in assets and liabilities: |  |  |  |  |  |  |  |
Accounts receivable |  |  | (3,317) |  |  |  | (1,077) |
Inventories |  |  | 44 |  |  |  | (2,178) |
Refundable income taxes |  |  | (2,022) |  |  |  | 456 |
Other assets |  |  | (583) |  |  |  | (12,344) |
Accounts payable, trade |  |  | (9,896) |  |  |  | (14,009) |
Long-term taxes payable |  |  | 226 |  |  |  | - |
Other liabilities |  |  | (5,514) |  |  |  | (4,985) |
Net cash provided by operating activities |  |  | 12,808 |  |  |  | 5,708 |
Cash flows from investing activities: |  |  |  |  |  |  |  |
Capital expenditures |  |  | (28,924) |  |  |  | (40,219) |
Purchase of short-term investments |  |  | (90,671) |  |  |  | (156,125) |
Maturity of short-term investments |  |  | 187,000 |  |  |  | 229,735 |
Proceeds from sale of real estate and property and equipment |  |  | - |  |  |  | 178 |
Deposits |  |  | 128 |  |  |  | 203 |
Net cash provided by investing activities |  |  | 67,533 |  |  |  | 33,772 |
Cash flows from financing activities: |  |  |  |  |  |  |  |
Treasury stock acquired |  |  | (33,382) |  |  |  | - |
Payments to noncontrolling interests holders |  |  | (2,252) |  |  |  | (1,837) |
Net cash used in financing activities |  |  | (35,634) |  |  |  | (1,837) |
Net increase in cash and cash equivalents |  |  | 44,707 |  |  |  | 37,643 |
Cash and cash equivalents, beginning of period |  |  | 196,255 |  |  |  | 223,397 |
Cash and cash equivalents, end of period |  | $ | 240,962 |  |  | $ | 261,040 |
Non-cash investing activities – Accrued capital expenditures |  | $ | 694 |  |  | $ | 4,573 |
Non-cash investing activities – Capital additions transferred from prepaid expense |  | $ | 536 |  |  | $ | 188 |
Non-cash financing activities – Stock awards accrued |  | $ | 559 |  |  | $ | 798 |
Non-cash financing activities – Stock awards issued |  | $ | 2,036 |  |  | $ | 2,172 |
Non-cash financing activities – Excise tax on stock repurchases accrued |  | $ | 258 |  |  | $ | - |
Operating right-of-use assets acquired and liabilities incurred upon lease commencement |  | $ | 3,007 |  |  | $ | 3,335 |
Finance right-of-use assets acquired and liabilities incurred upon lease commencement |  | $ | 3,381 |  |  | $ | - |

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

8

REX AMERICAN RESOURCES CORPORATION AND SUBSIDIARIES

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

July 31, 2025

Note 1. Consolidated Financial Statements

References to the Company – References to “REX” or the “Company” in the consolidated financial statements and in these notes to the consolidated financial statements refer to REX American Resources Corporation, a Delaware corporation, and its majority and wholly owned subsidiaries.

The consolidated financial statements included in this report have been prepared by the Company, without audit, pursuant to the rules and regulations of the Securities and Exchange Commission and include, in the opinion of management, all adjustments necessary to state fairly the information set forth therein. Any such adjustments were of a normal recurring nature. Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been omitted pursuant to such rules and regulations, although the Company believes that the disclosures are adequate to make the information presented not misleading. Financial information as of January 31, 2025 included in these financial statements has been derived from the audited consolidated financial statements included in the Company’s Annual Report on Form 10-K for the year ended January 31, 2025 (fiscal year 2024). These unaudited consolidated financial statements should be read in conjunction with the consolidated financial statements and the notes thereto included in the Company’s Annual Report on Form 10-K for the year ended January 31, 2025. The results of operations for the interim periods are not necessarily indicative of the results to be expected for the year.

Basis of Consolidation – The consolidated financial statements in this report include the operating results and financial position of the Company. All intercompany balances and transactions have been eliminated. The Company consolidates the results of its wholly owned and majority owned subsidiaries. The Company includes the results of operations of One Earth Energy, LLC in its Consolidated Statements of Operations on a delayed basis of one month as One Earth has a fiscal year end of December 31.

Nature of Operations – The Company has one reportable segment, ethanol and by-products. Within the ethanol and by-products segment, the Company has equity investments in three ethanol limited liability companies, two of which are majority ownership interests.

In applying the criteria set forth in ASC 280, the Company determined that based on the nature of the products and production process and the expected financial results, the Company’s operations at its ethanol plants are aggregated into one reporting segment.

Note 2. Accounting Policies

The interim consolidated financial statements have been prepared in accordance with the accounting policies described in the notes to the consolidated financial statements included in the Company’s fiscal year 2024 Annual Report on Form 10-K. While management believes that the procedures followed in the preparation of interim financial information are reasonable, the accuracy of some estimated amounts is dependent upon facts that will exist or calculations that will be accomplished at fiscal year-end.

9

Examples of such estimates include accrued liabilities, such as management bonuses, and the provision for income taxes. Any adjustments pursuant to such estimates during the quarter were of a normal recurring nature. Actual results could differ from those estimates.

Use of Estimates

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

Cash and Cash Equivalents

Cash and cash equivalents includes bank deposits as well as short-term, highly liquid investments with original maturities of three months or less.

Revenue Recognition

The Company recognizes sales of ethanol, distillers grains and distillers corn oil when obligations under the terms of the respective contracts with customers are satisfied; this occurs with the transfer of control of products, generally upon shipment from the ethanol plant or upon loading of the rail car used to transport the products.

Cost of Sales

Cost of sales includes depreciation, costs of raw materials, third-party freight charges, purchasing and receiving costs, inspection costs, other distribution expenses, warehousing costs, plant repair and maintenance costs, production labor and related payroll costs, and general facility overhead charges.

Selling, General and Administrative Expenses

The Company includes non-production related costs such as professional fees, selling charges, operating lease expense, and certain payroll in SG&A expenses.

Financial Instruments

Certain of the forward corn and natural gas purchase contracts and ethanol, distillers grains and distillers corn oil sale contracts are accounted for under the “normal purchases and normal sales” scope exemption of ASC 815 because these arrangements are for purchases of corn that will be delivered in quantities expected to be used by the Company and sales of ethanol, distillers grains and distillers corn oil in quantities expected to be produced by the Company over a reasonable period of time in the normal course of business.

The Company uses derivative financial instruments (exchange-traded futures contracts and swaps) to manage a portion of the risk associated with changes in commodity prices, primarily related to corn. The

10

Company monitors and manages this exposure as part of its overall risk management policy. As such, the Company seeks to reduce the potentially adverse effects that the volatility of these markets may have on its operating results. The Company may take hedging positions in these commodities as one way to mitigate risk. While the Company attempts to link its hedging activities to purchase and sales activities, there are situations in which these hedging activities can themselves result in losses. The Company does not hold or issue derivative financial instruments for trading or speculative purposes. The changes in fair value of these derivative financial instruments are recognized in current period earnings as the Company does not use hedge accounting.

Income Taxes

The Company applies an effective tax rate to interim periods that is consistent with the Company’s estimated annual tax rate as adjusted for discrete items impacting the interim periods. The Company provides for deferred tax liabilities and assets for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax basis and operating loss and tax credit carryforwards. The Company provides for a valuation allowance if, based on the weight of available positive and negative evidence, it is more likely than not that some or all of the deferred tax assets will not be realized. The Company paid income taxes of approximately $3.1 million and $2.3 million and received no refunds during the six months ended July 31, 2025 and 2024, respectively.

As of July 31, 2025, and January 31, 2025, total unrecognized tax benefits were approximately $18.9 million. Accrued penalties and interest were approximately $111,000 and approximately $99,000 at July 31, 2025 and January 31, 2025, respectively. If the Company were to prevail on all unrecognized tax benefits recorded, the provision for income taxes would be reduced by approximately $18.8 million. In addition, the impact of penalties and interest would also benefit the effective tax rate. Interest and penalties associated with unrecognized tax benefits are recorded within income tax expense. On a quarterly basis, the Company accrues for the effects of open uncertain tax positions and the related potential penalties and interest.

Inventory

Inventories are carried at the lower of cost or net realizable value. Cost for all inventories is determined using the first-in, first-out method. Net realizable value is the estimated selling prices in the ordinary course of business, less reasonable predictable costs of completion, disposal, and transportation. Inventory includes direct production costs and certain overhead costs such as depreciation, property taxes and utilities related to producing ethanol and related by-products. Inventory is permanently written down in instances when cost exceeds estimated net realizable value; such write-downs are based primarily upon commodity prices as the market value of inventory is often dependent upon changes in commodity prices. The Company did not record any inventory write-downs at July 31, 2025. The Company recorded approximately $100,000 of inventory write-downs in cost of sales at January 31, 2025. Fluctuations in the write-down of inventory generally relate to the levels and composition of such inventory and changes in commodity prices at a given point in time.

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The components of inventory are as follows as of the dates presented (amounts in thousands):

|  | July 31, 2025 |  |  |  | January 31, 2025 |
Ethanol and other finished goods |  | $ | 5,517 |  |  |  | $ | 4,923 |
Work in process |  |  | 4,815 |  |  |  |  | 5,185 |
Corn and other raw materials |  |  | 21,300 |  |  |  |  | 21,568 |
Total |  | $ | 31,632 |  |  |  | $ | 31,676 |

Property and Equipment

Property and equipment is recorded at cost or the fair value on the date of acquisition (for property and equipment acquired in a business combination). Depreciation is computed using the straight-line method. Estimated useful lives are 15 to 40 years for buildings and improvements, and 3 to 40 years for fixtures and equipment.

In accordance with ASC 360-10 “Impairment or Disposal of Long-Lived Assets”, the carrying value of long-lived assets is assessed for recoverability by management when changes in circumstances indicate that the carrying amount may not be recoverable. The Company did not identify any indicators of impairment or record any impairment charges during the first six months of fiscal year 2025 or 2024.

The Company tests for recoverability of an asset group by comparing its carrying amount to its estimated undiscounted future cash flows. If the carrying amount exceeds its estimated undiscounted future cash flows, the Company recognizes an impairment charge for the amount by which the asset group’s carrying amount exceeds its fair value, if any.

Investments

The method of accounting applied to long-term investments, whether consolidated, equity or cost, involves an evaluation of the significant terms of each investment that explicitly grant or suggest evidence of control or influence over the operations of the investee and also includes the identification of any variable interests in which the Company is the primary beneficiary. The Company accounts for investments in a limited liability company in which it has a less than 20% ownership interest using the equity method of accounting when the factors discussed in ASC 323, “Investments-Equity Method and Joint Ventures” are met. The excess of the carrying value over the underlying equity in the net assets of equity method investees is allocated to specific assets and liabilities. Investments in businesses that the Company does not control but for which it has the ability to exercise significant influence over operating and financial matters are accounted for using the equity method. The Company accounts for its investment in Big River using the equity method of accounting and includes the results on a delayed basis of one month as Big River has a fiscal year end of December 31.

The Company periodically evaluates its investments for impairment due to declines in market value considered to be other than temporary. Such impairment evaluations include general economic and company-specific evaluations. If the Company determines that a decline in market value is other than temporary, then a charge to earnings is recorded in the Consolidated Statements of Operations and a new cost basis in the investment is established.

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Short-term investments, consisting of U.S. government obligations, are considered held to maturity, and therefore are carried at amortized historical cost.

Recently Issued Accounting Standards

In December 2023, the FASB issued ASU 2023-09, “Income Taxes (Topic 740): Improvements to Income Tax Disclosures”, to enhance the transparency and decision usefulness of annual income tax disclosures. This ASU is effective for all entities that are subject to Topic 740 for annual reporting periods beginning after December 15, 2024. Early adoption and retrospective application are permitted, but not required. The Company does not expect the adoption of this ASU to have a material impact on the Consolidated Financial Statements.

In November 2024, the FASB issued ASU 2024-03, “Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40)”, which provides clarity in assessing an entity’s performance and prospects for future cash flows by disclosure of more detailed information about the types of expenses in commonly presented expense captions. This ASU is effective for the Company’s fiscal year-ended January 31, 2028. Early adoption is permitted, but not required. The Company is currently evaluating the impact of this ASU.

Note 3. Net Sales and Revenue

The Company recognizes sales of products when obligations under the terms of the respective contracts with customers are satisfied. This occurs with the transfer of control of products, generally upon shipment from the ethanol plant or upon loading of the rail car or truck used to transport the products. Revenue is measured as the amount of consideration expected to be received in exchange for transferring goods. Sales, value added and other taxes the Company collects concurrent with revenue producing activities are excluded from net sales and revenue.

The majority of the Company’s sales have payment terms ranging from 5 to 10 days after transfer of control. The Company has determined that sales contracts do not generally include a significant financing component. The Company has not historically entered into sales contracts in which payment is due from a customer prior to transferring product to the customer. Thus, the Company does not record unearned revenue.

The following tables shows disaggregated revenue by product (amounts in thousands):

|  | Three Months Ended July 31, |  |  | Six Months Ended July 31, |
|  | 2025 |  |  | 2024 |  |  | 2025 |  |  | 2024 |
Ethanol |  | $ | 123,312 |  |  | $ | 116,100 |  |  | $ | 247,709 |  |  | $ | 235,527 |
Dried distillers grains |  |  | 21,260 |  |  |  | 21,847 |  |  |  | 43,546 |  |  |  | 52,533 |
Distillers corn oil |  |  | 12,509 |  |  |  | 8,578 |  |  |  | 22,388 |  |  |  | 18,384 |
Modified distillers grains |  |  | 1,251 |  |  |  | 1,123 |  |  |  | 2,873 |  |  |  | 2,320 |
Derivative financial instruments gains |  |  | 201 |  |  |  | 429 |  |  |  | 218 |  |  |  | 436 |
Other |  |  | 30 |  |  |  | 78 |  |  |  | 169 |  |  |  | 186 |
Total |  | $ | 158,563 |  |  | $ | 148,155 |  |  | $ | 316,903 |  |  | $ | 309,386 |

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Note 4. Leases

Operating Leases

At July 31, 2025, the Company had lease agreements, as lessee, for railcars. All of the leases are accounted for as operating leases. The lease agreements do not contain a specified implicit interest rate; therefore, the Company’s estimated incremental borrowing rate was used to determine the present value of future minimum lease payments. The lease term for all of the Company’s leases includes the noncancelable period of the lease and any periods covered by renewal options that the Company is reasonably certain to exercise. Certain leases include rent escalations pre-set in the agreements, which are factored into the lease payment stream.

The components of lease expense, classified as SG&A expenses on the Consolidated Statement of Operations and total cash paid for amounts included in the measurement of lease liabilities are as follows (amounts in thousands):

|  | Three Months Ended July 31, |  |  | Six Months Ended July 31,
|  | 2025 |  |  | 2024 |  |  | 2025 |  |  | 2024 |
Operating lease expense |  | $ | 2,066 |  |  | $ | 1,688 |  |  | $ | 4,074 |  |  | $ | 3,370 |
Variable lease expense |  |  | 38 |  |  |  | (59) |  |  |  | 104 |  |  |  | (5) |
Total lease expense |  | $ | 2,104 |  |  | $ | 1,629 |  |  | $ | 4,178 |  |  | $ | 3,365 |
Total cash paid in measurement of lease liability |  | $ | 1,680 |  |  | $ | 1,583 |  |  | $ | 3,851 |  |  | $ | 3,160 |

The following table is a summary of future minimum rentals on such leases at July 31, 2025 (amounts in thousands):

Years Ended January 31, |  | Minimum Rentals |
Remainder of 2026 |  | $ | 3,862 |
2027 |  |  | 7,706 |
2028 |  |  | 6,378 |
2029 |  |  | 3,698 |
2030 |  |  | 2,036 |
Thereafter |  |  | 133 |
Total |  |  | 23,813 |
Less: present value discount |  | 2,556 |
Operating lease liabilities | $ | 21,257 |

At July 31, 2025, the weighted average remaining lease term is 3.1 years, and the weighted average discount rate is 6.59% for the outstanding leases.

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At January 31, 2025, the weighted average remaining lease term was 3.5 years, and the weighted average discount rate was 6.60% for the outstanding leases.

Finance Lease

At July 31, 2025, the Company had one lease agreement that was classified as a finance lease for an electrical substation facility. Prepayments totaling $15.6 million were made prior to fiscal year 2025, with monthly payments of approximately $39,000 to be made over the term of the lease. The lease term for this lease includes the noncancelable period of the lease and any periods for which only the Company has the option to cancel but is reasonably expected to continue the lease. Based on this, the lease term was determined to be 10 years. Control of the facility’s output was transferred to the Company just before the end of the first quarter of 2025, with monthly lease expense commencing in the second quarter of 2025. For the three- and six-month period ended July 31, 2025, expense related to this lease was approximately $500,000, which includes approximately $60,000 in interest expense.

The weighted average remaining lease term for the finance lease is 9.8 years as of July 31, 2025. A discount rate of 6.9% was deemed appropriate as an incremental borrowing rate for a 10-year term.

The following table is a summary of future minimum rentals on the lease at July 31, 2025 (amounts in thousands):

Years Ended January 31, |  | Minimum Rentals |
Remainder of 2026 |  | $ | 274 |
2027 |  |  | 469 |
2028 |  |  | 469 |
2029 |  |  | 469 |
2030 |  |  | 469 |
Thereafter |  |  | 2,423 |
Total |  |  | 4,573 |
Less: present value discount |  | 1,251 |
Finance lease liabilities |  | $ | 3,322 |

Note 5. Fair Value

The Company applies ASC 820, which provides a framework for measuring fair value under accounting principles generally accepted in the United States of America. This accounting standard 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.

The Company determines the fair market values of its financial instruments based on the fair value hierarchy established by ASC 820 which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. The standard describes three levels of inputs that may be used to measure fair values which are provided below. The Company carries certain

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cash equivalents, investments, and derivative instruments at fair value.

The fair values of derivative assets and liabilities traded in the over-the-counter market are determined using quantitative models that require the use of multiple market inputs including interest rates, prices and indices to generate pricing and volatility factors, which are used to value the position. The predominance of market inputs are actively quoted and can be validated through external sources, including brokers, market transactions and third-party pricing services. Estimation risk is greater for derivative asset and liability positions that are either option-based or have longer maturity dates where observable market inputs are less readily available or are unobservable, in which case interest rate, price or index scenarios are extrapolated in order to determine the fair value. The fair values of derivative assets and liabilities include adjustments for market liquidity, counterparty credit quality, the Company’s own credit standing and other specific factors, where appropriate.

To ensure the prudent application of estimates and management judgment in determining the fair value of derivative assets and liabilities, investments and property and equipment, various processes and controls have been adopted, which include: (i) model validation that requires a review and approval for pricing, financial statement fair value determination and risk quantification; and (ii) periodic review and substantiation of profit and loss reporting for all derivative instruments.

Financial assets and liabilities measured at fair value on a recurring basis at July 31, 2025 are summarized below (amounts in thousands):

|  | Level 1 |  |  | Level 2 |  |  | Level 3 |  |  | Fair Value |
Forward purchase contracts asset (1) |  | $ | - |  |  | $ | 9 |  |  | $ | - |  |  | $ | 9 |
Commodity futures asset (2) |  |  | 489 |  |  |  | - |  |  |  | - |  |  |  | 489 |
Total assets |  | $ | 489 |  |  | $ | 9 |  |  | $ | - |  |  | $ | 498 |
Forward purchase contracts liability (3) |  | $ | - |  |  | $ | 1,885 |  |  | $ | - |  |  | $ | 1,885 |

Financial assets and liabilities measured at fair value on a recurring basis at January 31, 2025 are

summarized below (amounts in thousands):

|  | Level 1 |  |  | Level 2 |  |  | Level 3 |  |  | Fair Value |
Forward purchase contracts asset (1) |  | $ | - |  |  | $ | 1,253 |  |  | $ | - |  |  | $ | 1,253 |
Commodity futures (2) |  |  | (1,291) |  |  |  | - |  |  |  | - |  |  |  | (1,291) |
Total assets |  | $ | (1,291) |  |  | $ | 1,253 |  |  | $ | - |  |  | $ | (38) |
Forward purchase contracts liability (3) |  | $ | - |  |  | $ | 378 |  |  | $ | - |  |  | $ | 378 |

| (1) | The forward purchase contracts asset is included in “Prepaid expenses and other” on the accompanying Consolidated Balance Sheets.
| (2) | The commodity futures assets and liabilities are netted with cash collateral due from broker and included in “Prepaid expenses and other” on the accompanying Consolidated Balance Sheets.
| (3) | The forward purchase contracts liability is included in “Accrued expenses and other current

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liabilities” on the accompanying Consolidated Balance Sheets.

Note 6. Property and Equipment

The components of property and equipment are as follows for the periods presented (amounts in thousands):

|  | July 31, 2025 |  |  | January 31, 2025 |
Land and improvements |  | $ | 34,112 |  |  | $ | 34,112 |
Buildings and improvements |  |  | 25,580 |  |  |  | 24,026 |
Machinery, equipment, and fixtures |  |  | 337,987 |  |  |  | 318,399 |
Construction in progress |  |  | 100,890 |  |  |  | 94,010 |
Total property and equipment |  |  | 498,569 |  |  |  | 470,547 |
Less: Accumulated depreciation |  |  | (266,157) |  |  |  | (259,864) |
Total |  | $ | 232,412 |  |  | $ | 210,683 |

Note 7. Other Assets

The components of other assets are as follows for the periods presented (amounts in thousands):

|  | July 31, 2025 |  |  | January 31, 2025 |
Prepaid utility lease |  | $ | - |  |  | $ | 15,600 |
Other |  |  | 3,014 |  |  |  | 1,121 |
Total |  | $ | 3,014 |  |  | $ | 16,721 |

Note 8. Accrued Expenses and Other Current Liabilities

The components of accrued expenses and other current liabilities are as follows for the periods presented (amounts in thousands):

|  | July 31, 2025 |  |  | January 31, 2025 |
Accrued payroll and related items |  | $ | 3,129 |  |  | $ | 8,961 |
Accrued utility charges |  |  | 2,507 |  |  |  | 3,085 |
Accrued transportation related items |  |  | 849 |  |  |  | 555 |
Accrued real estate taxes |  |  | 2,272 |  |  |  | 1,746 |
Forward purchase contracts |  |  | 1,885 |  |  |  | 378 |
Other |  |  | 1,612 |  |  |  | 1,635 |
Total |  | $ | 12,254 |  |  | $ | 16,360 |

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Note 9. Derivative Financial Instruments

The Company is exposed to various market risks, including changes in commodity prices (raw materials and finished goods). To manage risks associated with the volatility of these natural business exposures, the Company enters into commodity agreements (exchange-traded futures contracts and swaps) and forward purchase (corn) and sale (ethanol, distillers grains and distillers corn oil) contracts. The Company does not purchase or sell derivative financial instruments for trading or speculative purposes. The Company does not purchase or sell derivative financial instruments for which a lack of marketplace quotations would require the use of fair value estimation techniques. The changes in fair value of these derivative financial instruments are recognized in current period earnings as the Company does not use hedge accounting.

The following table provides information about the fair values of the Company’s derivative financial instruments (that are not accounted for under the “normal purchases and normal sales” scope exemption of ASC 815) and the line items on the Consolidated Balance Sheets in which the fair values are reflected (in thousands):

|  | Asset Derivatives Fair Value |  |  | Liability Derivatives Fair Value |
|  | July 31, 2025 |  |  | January 31, 2025 |  |  | July 31, 2025 |  |  | January 31, 2025 |
Forward purchase contracts (1) |  | $ | 9 |  |  | $ | 1,253 |  |  | $ | 1,885 |  |  | $ | 378 |
Cash collateral balance (2) |  | $ | 506 |  |  | $ | 2,523 |  |  | $ | - |  |  | $ | - |
Commodity futures (3) |  |  | 489 |  |  |  | (1,291) |  |  |  | - |  |  |  | - |
Net position with broker |  | $ | 995 |  |  | $ | 1,232 |  |  | $ | - |  |  | $ | - |
Total |  | $ | 1,004 |  |  | $ | 2,485 |  |  | $ | 1,885 |  |  | $ | 378 |

| (1) | Forward purchase contracts assets are included in “Prepaid expenses and other” on the accompanying Consolidated Balance Sheets. These contracts are for purchases of approximately 800,000 bushels and 16.8 million bushels of corn at July 31, 2025 and January 31, 2025, respectively.
|  | Forward purchase contracts liabilities are included in “Accrued expenses and other current liabilities” on the accompanying Consolidated Balance Sheets. These contracts are for purchases of approximately 14.2 million bushels and 7.6 million bushels of corn at July 31, 2025 and January 31, 2025, respectively.
| (2) | As of July 31, 2025 and January 31, 2025, all of the derivative financial instruments held by the Company were subject to enforceable master netting arrangements. The Company’s accounting policy is to offset position amounts owed or owing with the same counterparty. Depending on the amount of unrealized gains and losses on derivative contracts held by the Company, the counterparty may require collateral to secure the Company’s derivative contract positions. As of July 31, 2025 and January 31, 2025, the Company recorded this collateral balance within “Prepaid

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|  | expenses and other” on the accompanying Consolidated Balance Sheets.
| (3) | Commodity futures assets and liabilities are included in “Prepaid expenses and other” on the accompanying Consolidated Balance Sheets. These contracts included short/sell positions and long-buy positions for approximately 6.2 million and 500,000 bushels of corn, respectively at July 31, 2025. These contracts included short/sell positions and long/buy positions for approximately 6.3 million and 575,000 bushels of corn, respectively, at January 31, 2025. These contracts also included short/sell positions for approximately 3.8 million gallons and 4.2 million gallons of ethanol at July 31, 2025 and January 31, 2025, respectively.
|  | See Note 5 which contains fair value information related to derivative financial instruments.

The following table provides information about gains (losses) recognized in income on the Company’s derivative financial instruments and the line items on the accompanying Consolidated Statements of Operations in which the fair values are reflected for the three and six months ended July 31, 2025 and 2024 (amounts in thousands):

|  | Three Months Ended July 31, |  |  | Six Months Ended July 31, |
|  | 2025 |  |  | 2024 |  |  | 2025 |  |  | 2024 |
Net sales |  | $ | 201 |  |  | $ | 429 |  |  | $ | 218 |  |  | $ | 436 |
Cost of sales |  | $ | 317 |  |  | $ | (6,180 | ) |  | $ | 2,285 |  |  | $ | (6,116 | )

Note 10. Investments

Equity Method Investment in Big River

The following table summarizes the Company’s equity method investment at July 31, 2025 and January 31, 2025 (dollars in thousands):

|  |  |  |  | Carrying Amount |
Entity |  | Ownership Percentage |  |  | July 31, 2025 |  |  | January 31, 2025 |
Big River |  |  | 10.3% |  |  |  | $35,191 |  |  |  | $35,800 |

Undistributed earnings of the Company’s equity method investee totaled approximately $15.2 million and approximately $15.8 million at July 31, 2025 and January 31, 2025, respectively. The Company received dividends from its equity method investee of approximately $2.5 million in the first six months of 2025. The Company did not receive dividends from its equity method investee in the first six months of fiscal year 2024.

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Summarized financial information for the Company’s equity method investee is presented in the following table for the periods presented (amounts in thousands):

|  | Three Months Ended July 31, |  |  | Six Months Ended July 31, |
|  | 2025 |  |  | 2024 |  |  | 2025 |  |  | 2024 |
Net sales and revenue |  | $ | 229,876 |  |  | $ | 260,202 |  |  | $ | 502,179 |  |  | $ | 533,188 |
Gross profit |  | $ | 13,238 |  |  | $ | 22,852 |  |  | $ | 27,488 |  |  | $ | 41,114 |
Depreciation expense |  | $ | 3,907 |  |  | $ | 6,660 |  |  | $ | 7,769 |  |  | $ | 13,206 |
Net income |  | $ | 9,320 |  |  | $ | 20,064 |  |  | $ | 21,056 |  |  | $ | 39,226 |
Net income attributable to members |  | $ | 6,102 |  |  | $ | 16,944 |  |  | $ | 15,777 |  |  | $ | 33,603 |

Short-term Investments

At July 31, 2025, the Company owned United States Treasury Bills (classified as short-term investments) that had an amortized cost, or carrying value, of approximately $69.5 million. The contractual maturity of these investments was less than one year. The yield to maturity rate was approximately 4.3%. Unrecognized holding losses at July 31, 2025 were approximately $32,000.

At January 31, 2025, the Company owned United States Treasury Bills (classified as short-term investments) that had an amortized cost, or carrying value, of approximately $162.8 million. The contractual maturity of these investments was less than one year. The yield to maturity rate was approximately 4.4%. Unrecognized holding losses at January 31, 2025 were approximately $19,000.

11. Employee Benefits

The Company maintains the REX 2015 Incentive Plan, approved by its shareholders, which reserves a total of 1,650,000 shares of common stock for issuance pursuant to its terms. The plan provides for the granting of shares of stock, including options to purchase shares of common stock, stock appreciation rights tied to the value of common stock, restricted stock, and restricted stock unit awards to eligible employees, non-employee directors and consultants. Until 2022, the Company had only granted restricted stock awards. In May 2022, the Company issued restricted stock units to certain officers of the Company which vested based on the Company’s TSR compared to the TSRs of companies that comprise the Russell 2000 Index over a three-year performance period (see below). The Company measures share-based compensation grants at fair value on the grant date, adjusted for estimated forfeitures. The Company records non-cash compensation expense related to liability and equity awards in its consolidated financial statements over the requisite service period on a straight-line basis. At July 31, 2025, 1,005,881 shares remain available for issuance under the Plan.

Restricted Stock Awards

As a component of their compensation, restricted stock has been granted to directors and certain employees at the closing market price of REX common stock on the grant date. In addition, one quarter of executives’ incentive compensation is payable by an award of restricted stock based on the then closing market price of REX common stock on the grant date. The Company’s board of directors has determined

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that the grant date will be June 15th, or the next business day if June 15th is not a business day, for all grants of restricted stock.

Based on retirement eligibility provisions, a portion of restricted stock grants are expensed at grant date, based on grant date fair value, thus considered vested for accounting purposes. At July 31, 2025, 22,276 shares were unvested for accounting purposes and unrecognized compensation cost related to these nonvested restricted stock awards was approximately $917,000, to be recognized over a weighted average vesting term of 2.3 years.

The following tables summarize legally unvested restricted stock award activity for the periods presented:

|  | Six Months Ended July 31, 2025 |
|  | Shares |  |  | Weighted Average Grant Date Fair Value (000’s) |  |  | Weighted Average Remaining Vesting Term (in years) |
Unvested at January 31, 2025 |  |  | 162,392 |  |  | $ | 6,190 |  |  |  | 2 |
Granted |  |  | 59,928 |  |  |  | 2,860 |  |  |  |  |
Forfeited |  |  | - |  |  |  | - |  |  |  |  |
Vested |  |  | 82,210 |  |  |  | 2,946 |  |  |  |  |
Unvested at July 31, 2025 |  |  | 140,110 |  |  | $ | 6,104 |  |  |  | 2 |

|  | Six Months Ended July 31, 2024 |
|  | Shares |  |  | Weighted Average Grant Date Fair Value (000’s) |  |  | Weighted Average Remaining Vesting Term (in years) |
Unvested at January 31, 2024 |  |  | 162,855 |  |  | $ | 5,369 |  |  |  | 2 |
Granted |  |  | 63,407 |  |  |  | 2,894 |  |  |  |  |
Forfeited |  |  | - |  |  |  | - |  |  |  |  |
Vested |  |  | 63,870 |  |  |  | 2,073 |  |  |  |  |
Unvested at July 31, 2024 |  |  | 162,392 |  |  | $ | 6,190 |  |  |  | 2 |

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Restricted Stock Units

In May 2022, the Company issued a total of 67,500 RSUs to certain officers with a performance period that ended on December 31, 2024. The number of RSUs eligible to vest ranged from zero percent to two-hundred percent and was determined based on how the Company’s TSR compared to the TSR of companies that comprised the Russell 2000 Index during the performance period. The calculated payout of the RSUs that vested was 148%, or 99,900 shares of REX common stock, and the shares were issued on February 26, 2025.

The Company did not recognize any compensation cost related to RSUs in the three- or six-month periods ended July 31, 2025. The Company recognized compensation cost related to RSUs of approximately $0.3 million and $0.5 million in the three- and six-month periods ended July 31, 2024, respectively.

For the three- and six-month periods ended July 31, 2024, we calculated the diluted weighted average shares as follows (amounts in thousands):

|  | Three Months Ended July 31, 2024 |  | Six Months Ended July 31, 2024
Weighted average shares – basic |  |  | 17,548 |  |  |  | 17,528 |
Dilutive effect of RSUs |  |  | 123 |  |  |  | 120 |
Weighted average shares – diluted |  |  | 17,671 |  |  |  | 17,648 |

Note 12. Income Taxes

The Company’s income tax provision was approximately $2.8 million and $4.5 million for the three months ended July 31, 2025 and 2024, respectively. The Company’s income tax provision was approximately $5.7 million and $8.2 million for the six months ended July 31, 2025 and 2024, respectively.

The Company assessed all available positive and negative evidence to determine whether it expects sufficient future taxable income will be generated to allow for the realization of existing federal deferred tax assets. There is sufficient objectively verifiable income for management to conclude that it is more likely than not that the Company will utilize available federal deferred tax assets prior to their expiration.

On July 4, 2025, the OBBBA was signed into law. The OBBBA contains various tax reform provisions affecting businesses. While these changes are not expected to have a material impact on our effective tax rate in the current year, we do anticipate that certain tax provisions in the OBBBA, such as the extension of bonus depreciation for assets placed in service after January 19, 2025, to result in current deductions that will lower cash paid for income taxes for 2025. Additionally, the OBBBA made changes to the 45Z and 45Q tax credits that the Company intends to take advantage of in future periods, which could materially impact our effective tax rate. We continue to evaluate the tax and other provisions of the OBBBA and the potential effects on financial position, results of operations, and cash flows.

The Company files a U.S. federal income tax return and various state income tax returns. In general, the Company is no longer subject to U.S. federal, state or local income tax examinations by tax authorities for years ended January 31, 2014 and prior. The Company is currently undergoing a federal income tax examination for the years ended January 31, 2015 through January 31, 2022 related to refined

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coal production tax credits pursuant to IRC Section 45 and research and experimentation credits pursuant to IRC Section 41 claimed during those years. The IRS has given us notice they plan to deny these credits. We plan to vigorously defend these credits.

On a quarterly and annual basis, the Company accrues for the effects of open uncertain tax positions and the related potential penalties and interest. It is reasonably possible that the amount of the unrecognized tax benefit with respect to certain unrecognized tax positions will increase or decrease during the next 12 months.

A reconciliation of the beginning and ending amount of unrecognized tax benefits, including interest and penalties, for the six-month periods ended July 31, 2025 and 2024, is as follows (amounts in thousands):

|  | Six Months Ended July 31, |
|  | 2025 |  |  | 2024 |
Unrecognized tax benefits, beginning of period |  | $ | 18,978 |  |  | $ | 18,965 |
Changes for prior years’ tax positions |  |  | 13 |  |  |  | 14 |
Changes for current year tax positions |  |  | - |  |  |  | - |
Unrecognized tax benefits, end of period |  | $ | 18,991 |  |  | $ | 18,979 |

At July 31, 2025 and January 31, 2025 the unrecognized tax benefits were included within the following lines on the accompanying Consolidated Balance Sheets (amounts in thousands):

|  | July 31, 2025 |  |  | January 31, 2025 |
Refundable income taxes |  | $ | 2,002 |  |  | $ | 2,002 |
Deferred taxes |  |  | 11,811 |  |  |  | 12,037 |
Long-term taxes payable |  |  | 4,560 |  |  |  | 4,334 |
Other long-term liabilities |  |  | 618 |  |  |  | 605 |
Unrecognized tax benefits, end of period |  | $ | 18,991 |  |  | $ | 18,978 |

Note 13. Commitments and Contingencies

The Company may be involved in various legal actions arising in the normal course of business, from time to time. After taking into consideration legal counsel’s evaluations of any such action(s), management is of the opinion that their outcome will not have a material adverse effect on the Company’s Consolidated Financial Statements. There were no material liabilities recorded for legal actions at July 31, 2025 and January 31, 2025, as the Company did not believe that there was a probable and reasonably estimable significant loss associated with any legal contingencies.

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At July 31, 2025, One Earth and NuGen had combined forward purchase contracts for approximately 15.0 million bushels of corn, the principal raw material for their ethanol plants, and they had combined forward purchase contracts for approximately 1.1 million MmBtu (million British thermal unit) of natural gas.

At July 31, 2025, One Earth and NuGen had combined sales commitments for approximately 68.8 million gallons of ethanol, approximately 88,100 tons of distillers grains and approximately 14.6 million pounds of distillers corn oil.

One Earth entered into a 15-year agreement, effective February 1, 2019, with an unrelated party for the use of a portion of that party’s natural gas pipeline, with monthly payments of $29,250. One Earth paid approximately $88,000 in the three-month periods ended July 31, 2025 and 2024 and $176,000 in the six-month periods ended July 31, 2025 and 2024, pursuant to the agreement.

At July 31, 2025, One Earth had signed non-cancelable contracts for capital projects with approximately $7.1 million remaining in future payments.

Subsequent to the end of period ended July 31, 2025, management entered into an agreement at one of the consolidated ethanol subsidiaries for the purchase and installation of equipment for approximately $38.2 million.

Note 14. Related-Party Transactions

During the second quarters of fiscal years 2025 and 2024, One Earth and NuGen purchased approximately $29.0 million and $28.3 million, respectively, of corn (and other supplies) from minority equity investors and board members of those affiliates. Such purchases totaled approximately $53.9 million and $59.0 million for the six months ended July 31, 2025 and 2024, respectively. The Company had amounts payable to related parties of approximately $1.8 million and $1.4 million at July 31, 2025 and January 31, 2025, respectively.

Note 15. Segment Reporting

The Company has one reportable segment, ethanol and by-products. Within the ethanol and by-products segment, the Company has equity investments in three ethanol limited liability companies, two of which are majority ownership interests and are consolidated in the financial statements presented. Prior period amounts have been reclassified to conform to current segment reporting.

The Company’s chief operating decision maker is the members of the Executive Committee, consisting of the Executive Chairman of the Board and the Chief Executive Officer. The chief operating decision maker uses net income generated from operating segments in determining the allocation of resources and making assessment of Company performance.

In applying the criteria set forth in ASC 280, the Company determined that based on the nature of the products and production process and the expected financial results, the Company’s operations at its ethanol plants are aggregated into one reporting segment, each of which is reviewed in the same manner by the chief operating decision maker. Aggregation into one reporting segment is appropriate based upon the

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similarity of economic characteristics of the operating segments, including the markets for identical revenue sources and the primary input, corn. The plants in all locations operate in a similar manner to produce ethanol and by-products. The types of customers and how the products are distributed to the customers are similar across each operating entity, consisting of a combination of rail and truck shipments. Finally, the regulatory environment is largely impacted by guidance from the federal level, impacting each operating segment the same.

The measure of segment assets is reported on the balance sheet as total consolidated assets.

The following tables set forth certain financial data for the Company’s reportable segment for the three- and six-month periods ended July 31, 2025 and 2024 (in thousands):

|  | Three Months Ended July 31, |  |  | Six Months Ended July 31, |
|  | 2025 |  |  | 2024 |  |  | 2025 |  |  | 2024 |
Net sales and revenue |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Ethanol and by-products |  | $ | 388,439 |  |  | $ | 408,357 |  |  | $ | 819,082 |  |  | $ | 842,574 |
Reconciling Item: Equity method ethanol investment |  |  | (229,876 | ) |  |  | (260,202 | ) |  |  | (502,179 | ) |  |  | (533,188 | )
Total consolidated net sales and revenue |  | $ | 158,563 |  |  | $ | 148,155 |  |  | $ | 316,903 |  |  | $ | 309,386 |
Cost of sales |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Ethanol and by-products: |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Cost of corn |  | $ | 253,382 |  |  | $ | 266,713 |  |  | $ | 533,747 |  |  | $ | 559,393 |
Other cost of sales (1) |  |  | 107,500 |  |  |  | 99,019 |  |  |  | 229,186 |  |  |  | 207,843 |
Reconciling Item: Equity method ethanol investment |  |  | (216,638 | ) |  |  | (237,350 | ) |  |  | (474,691 | ) |  |  | (492,074 | )
Total cost of sales |  | $ | 144,244 |  |  | $ | 128,382 |  |  | $ | 288,242 |  |  | $ | 275,162 |
Gross profit |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Ethanol and by-products |  | $ | 27,557 |  |  | $ | 42,625 |  |  | $ | 56,149 |  |  | $ | 75,338 |
Reconciling Item: Equity method ethanol investment |  |  | (13,238 | ) |  |  | (22,852 | ) |  |  | (27,488 | ) |  |  | (41,114 | )
Total consolidated gross profit |  | $ | 14,319 |  |  | $ | 19,773 |  |  | $ | 28,661 |  |  | $ | 34,224 |
Depreciation and amortization expense |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Ethanol and by-products |  | $ | 11,724 |  |  | $ | 14,954 |  |  | $ | 21,963 |  |  | $ | 29,510 |
Reconciling Item: Equity method ethanol investment |  |  | (5,970 | ) |  |  | (8,869 | ) |  |  | (11,190 | ) |  |  | (17,533 | )
Total consolidated depreciation and amortization expense |  | $ | 5,754 |  |  | $ | 6,085 |  |  | $ | 10,773 |  |  | $ | 11,977 |
Income before taxes |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Ethanol and by-products |  | $ | 21,417 |  |  | $ | 39,560 |  |  | $ | 46,779 |  |  | $ | 74,685 |
Reconciling Item: Equity method ethanol investment |  |  | (9,320 | ) |  |  | (20,064 | ) |  |  | (21,056 | ) |  |  | (39,226 | )
Total consolidated income before income taxes |  |  | 12,097 |  |  |  | 19,496 |  |  |  | 25,723 |  |  |  | 35,459 |
Provision for income taxes |  |  | (2,769 | ) |  |  | (4,489 | ) |  |  | (5,723 | ) |  |  | (8,179 | )
Total consolidated net income |  | $ | 9,328 |  |  | $ | 15,007 |  |  | $ | 20,000 |  |  | $ | 27,280 |

| (1) | Expenses within “Other cost of sales” consist primarily of depreciation, other raw materials, third-party freight charges, purchasing and receiving costs, inspection costs, other distribution expenses, warehousing costs, plant repair and maintenance costs, production labor and related payroll costs, and general facility overhead charges.

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Note 16. Subsequent Events

On August 26, 2025, the Board of Directors of the Company adopted resolutions declaring a two-for-one split of the Company’s Common Stock to be effectuated in the form of a 100% stock dividend, payable on September 15, 2025 to stockholders of record at the close of business on September 8, 2025.

The following table sets forth the pro forma impact of the split on reported earnings per share:

(In Thousands, Except Per Share Amounts) | Three Months Ended | Six Months Ended
| July 31, | July 31,
| 2025 | 2024 | 2025 | 2024
Net income attributable to REX common shareholders | $ 7,111 | $ 12,378 | $ 15,789 | $ 22,569
Pro forma weighted average shares outstanding – basic | 33,010 | 35,095 | 33,388 | 35,055
Pro forma basic net income per share attributable to REX common shareholders | $ 0.22 | $ 0.35 | $ 0.47 | $ 0.64
Pro forma weighted average shares outstanding – diluted | 33,010 | 35,342 | 33,388 | 35,296
Pro forma diluted net income per share attributable to REX common shareholders | $ 0.22 | $ 0.35 | $ 0.47 | $ 0.64

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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Ethanol and By-Products

At July 31, 2025, we had investments in three ethanol limited liability companies, in two of which we have a majority ownership interest. The following table is a summary of ethanol entity ownership interests at July 31, 2025:

Entity | Location | REX’s Current Ownership Interest
One Earth Energy, LLC | Gibson City, IL | 76.1%
NuGen Energy, LLC | Marion, SD | 99.7%
Big River Resources, LLC: |  |
Big River Resources W Burlington, LLC | W. Burlington, IA | 10.3%
Big River Resources Galva, LLC | Galva, IL | 10.3%
Big River United Energy, LLC | Dyersville, IA | 5.7%
Big River Resources Boyceville, LLC | Boyceville, WI | 10.3%

Our ethanol operations are highly dependent on commodity prices, especially prices for corn, ethanol, distillers grains, distillers corn oil and natural gas, and availability of corn. As a result of price volatility for these commodities, our operating results can fluctuate substantially. The price and availability of corn is subject to significant fluctuations depending upon several factors that affect commodity prices in general, including crop conditions, the amount of corn stored on farms, weather, federal policy, foreign trade, tariffs, and international disruptions caused by wars or conflicts. Because the market prices of ethanol and distillers grains are not always directly related to corn prices (for example, demand for crude and other energy and related prices, the export market demand for ethanol and distillers grains, soybean meal prices, and the results of federal policy decisions and trade negotiations can impact ethanol and distillers grains prices), at times ethanol and distillers grains prices may not follow movements in corn prices and, in an environment of higher corn prices or lower ethanol or distillers grains prices, reduce the overall margin structure at the plants. As a result, at times, we may operate our plants at negative or minimally positive operating margins.

We expect our ethanol plants to produce approximately 2.9 gallons of denatured ethanol for each bushel of corn processed in the production cycle. We refer to the actual gallons of denatured ethanol produced per bushel of corn processed as the realized yield. We refer to the difference between the price per gallon of ethanol and the price per bushel of corn (divided by the realized yield) as the “crush spread”. Should the crush spread decline, it is possible that our ethanol plants will generate operating results that do not provide adequate cash flows for sustained periods of time. In such cases, production at the ethanol plants may be reduced or stopped altogether in order to minimize variable costs at individual plants.

We attempt to manage the risk related to the volatility of commodity prices by utilizing forward corn and natural gas purchase contracts, forward ethanol, distillers grains and distillers corn oil sale contracts, and commodity futures agreements, as management deems appropriate. We attempt to match quantities of these sales contracts with an appropriate quantity of corn purchase contracts over a given period of time when we can obtain an adequate gross margin resulting from the crush spread inherent in the

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contracts we have executed. However, the market for future ethanol sales contracts generally lags the spot market with respect to ethanol prices. Consequently, we generally execute fixed price contracts for no more than four months into the future at any given time and we may lock in our corn or ethanol price without having a corresponding locked in ethanol or corn price for short durations of time. As a result of the relatively short period of time our fixed price contracts cover, we generally cannot predict the future movements in our realized crush spread for more than four months; thus, we are unable to predict the likelihood or amounts of future income or loss from the operations of our ethanol facilities.

One Earth Energy, LLC Carbon Sequestration and Plant Expansion

One Earth Sequestration, LLC, a wholly owned subsidiary of One Earth Energy, LLC, is in the developmental stage of a carbon sequestration project near the One Earth ethanol plant. In October 2022, we applied to the EPA for a Class VI injection well permit for three wells, and we continue to provide information to the EPA upon request during the technical review of our application. We currently expect the EPA to prepare a draft permit by November 2025 and make a final permit decision by March 2026, according to the EPA’s Class VI Permit Tracker Dashboard on their website. We also must obtain certain state and county permits for the sequestration site and pipeline. We have completed the construction of the capture and compression facility to capture, dehydrate, and compress carbon dioxide from the One Earth ethanol plant to a state suitable for sequestration. Testing has not yet been completed and we cannot begin construction of the CO2 pipeline between the One Earth ethanol plant and the sequestration site or a sequestration well until further permits and approvals are received.

We have secured land easements from all necessary landowners to allow the construction of the CO2 pipeline on their land from the ethanol plant to the first two injection wells. We also have landowner subsurface easements for the first injection well with capacity sufficient to allow for carbon sequestration for our One Earth plant for an estimated 15 years. The Illinois General Assembly passed the Safety and Aid for the Environment in Carbon Capture and Sequestration Act (SB 1289), which was signed by the Governor in July 2024. The legislation imposes additional safety, environmental and other requirements on obtaining permits and approvals for carbon capture and sequestration facilities in Illinois, including CO2 pipelines. Further, the legislation imposes a moratorium on the issuance of new certificates of authority for the construction of CO2 pipelines until the earlier of the date new federal CO2 pipeline safety standards are finalized by the federal PHMSA or, subject to certain other conditions, July 1, 2026.

Illinois Senate Bill 1723 was signed into law by the Governor on August 1, 2025. SB 1723 prohibits carbon sequestration activities over, under, or through the aquifer as defined by the EPA. The proposed injection wells for our carbon sequestration project are located outside of this area.

Although we have made meaningful progress and significant investments in the carbon sequestration project at One Earth, we continue to work with the various government agencies involved to obtain all required permits and approvals, with no assurance of the ultimate success or timing of the project. Also see the discussion under “Trends and Uncertainties” of certain recently proposed legislation that, if enacted, could impact our carbon sequestration project.

We are also expanding the One Earth ethanol plant. We received a construction permit from the EPA to increase production from 150 million gallons of ethanol per year to 175 million gallons of ethanol per year. Once we achieve that level of production, we intend to apply for another permit to increase production to 200 million gallons per year.

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We continue to work to identify ways to reduce our CI score at the One Earth plant with the intention of maximizing tax credits available under the IRA. The IRA created a new Clean Fuel Production Credit under Section 45Z, originally available for calendar years 2025 – 2027 which, based on proposed rulemaking by the United States Department of Treasury, will establish a credit that utilizes a sliding scale where credits can be earned in ten-cent increments between $0.10 and $1.00 per gallon of non-SAF fuels based on an ethanol plant’s GHG reduction below a 50 CI score threshold, with the first ten cents earned upon achieving a CI score below 47.5, to incentivize further increases in plant efficiencies within the industry. In July 2025, Congress passed the budget reconciliation bill known as the One Big Beautiful Bill Act, which was subsequently signed into law by the President. The law extended the time period which 45Z credits can be claimed by two years, through December 31, 2029. The U.S. Department of the Treasury has not yet issued final rules on qualification for 45Z tax credits.

We currently budget capital expenditures for both the expansion and sequestration projects at One Earth to be approximately $220 million to $230 million, subject to further refinement as we move forward. We plan to pay for all expenditures from available cash. As of July 31, 2025, we had spent $57.4 million since inception toward the carbon sequestration project. If the carbon sequestration project is successful, we believe we will qualify for tax credits under section 45Q, based on tons of carbon sequestered, and section 45Z, based on gallons of ethanol produced, as outlined in the IRA and OBBBA. Companies may elect either the 45Q credit or the 45Z credit in periods in which both tax credits are available. As of July 31, 2025, we had spent $69.3 million since inception and were contractually committed to spend an additional $45.2 million, inclusive of the $38.2 million equipment purchase and installation agreement entered into subsequent to the end of the quarter, toward plant capacity expansion and ongoing efforts to reduce our CI scoring.

In May 2023, NuGen, our majority owned ethanol plant in Marion, South Dakota, signed an agreement to be part of Summit Carbon Solutions’ carbon capture and storage pipeline. Should Summit Carbon Solutions be able to obtain all necessary permits and approvals, the agreement would allow NuGen to share in the economic benefits of tax credits through the sale of the CO2 output of its ethanol production facility for sequestration, as well as reduce its net carbon emissions. In March 2025, South Dakota signed a bill into law that bans the use of eminent domain in connection with CO2 pipelines. This act could make the sequestration project for the NuGen facility more difficult to complete.

We plan to seek and evaluate various investment opportunities including ethanol and/or energy related, carbon sequestration, agricultural or other ventures we believe fit our investment criteria. We can make no assurances that we will be successful in our efforts to find such opportunities.

Refined Coal

On August 10, 2017, we purchased, through a 95.35% owned subsidiary, the entire ownership interest of an entity that owned a refined coal facility. We began operating the refined coal facility immediately after the acquisition. Using licensed technology, our plant applied two separate chemicals to convert feedstock coal into refined coal, which was sold to the end user of the refined coal. The refined coal operating results were subsidized by federal production tax credits through November 18, 2021, subject to meeting qualified emissions reductions as governed by Section 45 of the IRC. We ceased operating the facility on November 18, 2021 and subsequently sold the facility. The approximately $58.2 million

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in federal production tax credits received through the ownership of this facility remain under IRS audit. We have received an Acknowledgement of Facts notice from the IRS that they intend to deny these tax credits. We intend to vigorously defend these credits.

Critical Accounting Policies and Estimates

During the six months ended July 31, 2025, we did not change any of our critical accounting policies as disclosed in our 2024 Annual Report on Form 10-K as filed with the Securities and Exchange Commission on March 28, 2025.

Fiscal Year

All references in this report to a particular fiscal year are to REX’s fiscal year ended January 31. The Company refers to its fiscal year by reference to the year immediately preceding the January 31 fiscal year end date. For example, “fiscal year 2025” means the period February 1, 2025 to January 31, 2026. The Company includes the results of operations of One Earth in its Consolidated Statements of Operations on a delayed basis of one month as One Earth has a fiscal year end of December 31.

Results of Operations

Trends and Uncertainties

Renewable Fuel Standard II, established in October 2010, has been an important factor in the growth of ethanol usage in the United States. There has been much uncertainty in the enforcement of RFS II. When it was originally established, RFS II required the volume of “conventional” or corn derived ethanol to be blended with gasoline to increase each year until it reached 15.0 billion gallons in 2015 and required that it remain at that level through 2022. There are no established congressional target volumes beginning in 2023. The EPA has the authority to waive the biofuel mandate, in whole or in part, if there is inadequate domestic renewable fuel supply or the requirement severely harms the domestic economy or environment. In addition, under RFS II, a small refiner that processes fewer than 75,000 barrels of oil per day can petition the EPA for a waiver of their requirement to submit RINs. The EPA, through consultation with the United States Department of Energy and the USDA, can grant the refiner a full or partial waiver, or deny the waiver. The EPA issued 88 refinery exemptions for 2016-2018 compliance years, undercutting the statutory renewable fuel volumes by a total of 4.3 billion gallons. The EPA did not grant any small refinery waivers for 2019-2022. There have been multiple ongoing legal challenges on how the EPA has handled the small refinery waivers. In July 2024, the U.S. Court of Appeals for the District of Columbia Circuit vacated many of the EPA’s 2022 SRE denials. As a result of this Court ruling, the EPA voluntarily moved to rescind the agency’s 2023 denial of 26 SREs. On August 22, 2025, the EPA ruled on much of the backlog of SREs, with 63 full exemptions, 77 partial exemptions of 50%, 28 denials and 7 ruled as ineligible. These and additional SREs could lead to decreased RIN values and ethanol pricing. As of August 22, 2025, there were 13 SRE petitions pending from compliance years 2021 and 2025. The total exemptions amount to approximately 5.3 billion credits. The EPA is currently working on determining how to reallocate credits exempted for 2023 and later years, which amount to 1.4 billion credits. In addition, the EPA laid out its new approach to ruling on SRE petitions. The agency said it would utilize the Department of Energy’s matrix for determining disproportionate harm unless the EPA’s “consideration of other economic factors, including refinery-specific information, compels the Agency to depart from that rebuttable presumption.” It also stated if the small refiner has already demonstrated compliance by retiring RINs it would return those RINs.

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The EPA has issued RVOs for calendar years 2023-2025. The volumes from conventional biofuels (which includes corn-based ethanol) were 15.0 billion gallons for 2023 through 2025. Additionally, in 2023, the EPA restored 250 million gallons previously waived. In June 2025, the EPA issued proposed total RVOs for 2026 and 2027 of 15.0 billion gallons of conventional ethanol for each year.

The EPA has issued emergency waivers for the sale of E-15 gasoline for the 2025 summer months. This is the fourth consecutive year for these emergency waivers. The EPA has not granted E-15 the same Reid vapor pressure waiver as E-10, so absent the emergency waivers, E-15 may not be sold in most states from June 1 to September 15.

The IRA, signed into law on August 16, 2022, created a new Clean Fuel Production Credit, section 45Z, originally available for years 2025 to 2027. Based on proposed rulemaking by the United States Department of Treasury, the Clean Fuel Production Credit will be established utilizing a sliding scale where credits may be earned in ten-cent increments between $0.10 and $1.00 per gallon of non-SAF fuels based on a plant’s GHG reduction below a 50 CI score threshold, with the first ten cents earned upon achieving a CI score below 47.5. The IRA also raises the carbon capture tax credit from $50 per metric ton to $85 per metric ton, under section 45Q. Companies may elect either the 45Q credit or the 45Z credit in periods in which both tax credits are available.

Signed into law on July 4, 2025, the OBBBA introduced major revisions to clean energy tax credits. Key provisions include extending the 45Z credit through 2029, removing the indirect land-use change penalty for crop-based feedstocks, limiting eligibility to feedstocks under the USMCA, imposing FEOC restrictions, and prohibiting negative emissions rates except from animal manure. It also modified the language for 45Q tax credits for facilities placed in service after the bill enactment but maintained the $85 per ton if the prevailing wage and apprenticeship requirements are met.

Additionally, see “One Earth Energy, LLC Carbon Sequestration and Plant Expansion” above for a discussion of certain uncertainties associated with our Illinois carbon sequestration and plant expansion projects.

On August 10, 2017, we purchased, through a 95.35% owned subsidiary, the entire ownership interest of an entity that owned a refined coal facility. We began operating the refined coal facility immediately after the acquisition. As the plant was no longer eligible to receive federal production tax credits beginning on November 18, 2021, we ceased operations on that date and subsequently sold the facility. The approximately $58.2 million in federal production tax credits received through ownership of this facility remain under IRS audit. We have received an Acknowledgement of Facts notice from the IRS that they intend to deny these tax credits. We intend to vigorously defend these credits.

The Company claimed research and experimentation tax credits for tax years 2014 – 2022 totaling $24.5 million. These credits have been a focus of the ongoing IRS audit, in which the IRS has notified the Company the credits will be denied. We plan to vigorously defend these credits in appeals.

The United States exported an estimated 1.9 billion gallons of ethanol in 2024, up from approximately 1.4 and 1.3 billion gallons in 2023 and 2022, respectively. Through June 2025, the United States exported 1.1 billion gallons of ethanol, compared to 968 million gallons through June 2024. In 2024 and 2023, an estimated 12.2 and 10.8 million metric tons, respectively, of distillers grains were exported from the United States, which represented approximately 37% and 34% in 2024 and 2023, respectively, of U.S production. For the first half of calendar-year 2025, distiller grain exports declined by approximately. 6.5%. There has been much discussion around proposed and recently enacted tariffs by the United States

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and counter-tariffs and other trade restriction involving countries which have been large purchasers from our industry in the United States which could affect future demand for these products.

Based on the August 12, 2025 report from the USDA, corn production is forecasted to be 16.7 billion bushels in 2025, up 13% from 2024. The average corn yield is forecasted to be a record high of 188.8 bushels per acre, an increase of 9.5 bushels from 2024.

The trends and uncertainties mentioned above could impact our future operating results in both positive and negative ways.

Comparison of Three and Six Months Ended July 31, 2025 and 2024

The following table summarizes our results from operations (amounts in thousands):

|  | Three Months Ended July 31, |  |  | Six Months Ended July 31, |
|  | 2025 |  |  | 2024 |  |  | 2025 |  |  | 2024 |
Net sales and revenue |  | $ | 158,563 |  |  | $ | 148,155 |  |  | $ | 316,903 |  |  | $ | 309,386 |
Cost of sales |  |  | 144,244 |  |  |  | 128,382 |  |  |  | 288,242 |  |  |  | 275,162 |
Gross profit |  | $ | 14,319 |  |  | $ | 19,773 |  |  | $ | 28,661 |  |  | $ | 34,224 |
Income before income taxes |  | $ | 12,097 |  |  | $ | 19,496 |  |  | $ | 25,723 |  |  | $ | 35,459 |
Provision for income taxes |  | $ | (2,769) |  |  | $ | (4,489) |  |  | $ | (5,723) |  |  | $ | (8,179) |
Net income attributable to REX common shareholders |  | $ | 7,111 |  |  | $ | 12,378 |  |  | $ | 15,789 |  |  | $ | 22,569 |

The following table summarizes net sales and revenue by product group (amounts in thousands):

|  | Three Months Ended July 31, |  |  | Six Months Ended July 31, |
|  | 2025 |  |  | 2024 |  |  | 2025 |  |  | 2024 |
Ethanol |  | $ | 123,312 |  |  | $ | 116,100 |  |  | $ | 247,709 |  |  | $ | 235,527 |
Dried distillers grains |  |  | 21,260 |  |  |  | 21,847 |  |  |  | 43,546 |  |  |  | 52,533 |
Distillers corn oil |  |  | 12,509 |  |  |  | 8,578 |  |  |  | 22,388 |  |  |  | 18,384 |
Modified distillers grains |  |  | 1,251 |  |  |  | 1,123 |  |  |  | 2,873 |  |  |  | 2,320 |
Derivative financial instruments gains |  |  | 201 |  |  |  | 429 |  |  |  | 218 |  |  |  | 436 |
Other |  |  | 30 |  |  |  | 78 |  |  |  | 169 |  |  |  | 186 |
Total |  | $ | 158,563 |  |  | $ | 148,155 |  |  | $ | 316,903 |  |  | $ | 309,386 |

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The following table summarizes selected operating data:

|  | Three Months Ended July 31, |  |  | Six Months Ended July 31, |
|  | 2025 |  |  | 2024 |  |  | 2025 |  |  | 2024 |
Average selling price per gallon of ethanol (net of hedging) |  | $ | 1.75 |  |  | $ | 1.79 |  |  | $ | 1.75 |  |  | $ | 1.69 |
Gallons of ethanol sold (in millions) |  |  | 70.6 |  |  |  | 65.1 |  |  |  | 141.5 |  |  |  | 139.6 |
Average selling price per ton of dried distillers grains |  | $ | 143.63 |  |  | $ | 164.45 |  |  | $ | 144.66 |  |  | $ | 177.25 |
Tons of dried distillers grains sold |  |  | 148,017 |  |  |  | 132,848 |  |  |  | 301,027 |  |  |  | 296,381 |
Average selling price per pound of distillers corn oil |  | $ | 0.54 |  |  | $ | 0.43 |  |  | $ | 0.50 |  |  | $ | 0.45 |
Pounds of distillers corn oil sold (in millions) |  |  | 23.1 |  |  |  | 20.2 |  |  |  | 44.5 |  |  |  | 41.2 |
Average selling price per ton of modified distillers grains |  | $ | 64.41 |  |  | $ | 63.61 |  |  | $ | 69.21 |  |  | $ | 72.14 |
Tons of modified distillers grains sold |  |  | 19,421 |  |  |  | 17,653 |  |  |  | 41,515 |  |  |  | 32,163 |

Net sales and revenue in the quarter ended July 31, 2025 increased 7% compared to the prior year second quarter. Net sales and revenue in the first six months ended July 31, 2025 increased approximately 2% compared to the first six months of 2024.

Ethanol revenue increased 6% in the second quarter of fiscal year 2025 compared to the second quarter of fiscal year 2024 as gallons sold during the quarter increased 8% over the prior year comparable period, partially offset by a 2% decrease in the selling price per gallon sold. Ethanol revenue increased 5% in the first six months of fiscal year 2025 compared to the first six months of fiscal year 2024 as the average selling price of ethanol at our consolidated plants increased 4%, coupled with a 1% increase in gallons sold during first six months of 2025 compared to the prior year comparable period. Ethanol pricing is affected by many factors, including overall market supply and demand, as well as corn and gasoline pricing.

Dried distillers grains revenue decreased 3% in the second quarter of fiscal year 2025 compared to the second quarter of fiscal year 2024 as the average price per ton sold decreased 13%, offset partially by an 11% increase in tons sold. Dried distillers grains revenue decreased 17% in the first six months of fiscal year 2025 compared to the first six months of fiscal year 2024 as the average price per ton sold decreased 18%, offset partially by a 2% increase in tons sold. The decrease in the dried distillers grains selling price is consistent with recent quarters and reflects an extended period of lower corn pricing as dried distillers grains prices often correlate with corn pricing. The increase in tons sold was impacted by higher production levels and uncertainty in the market regarding tariffs.

Distillers corn oil revenue increased approximately 46% in the second quarter of fiscal year 2025 compared to the second quarter of fiscal year 2024 as the selling price per pound increased 26% and the amount of pounds sold increased 14%. Distillers corn oil revenue increased approximately 22% in the first six months of 2025 compared to the first six months of fiscal year 2024 as the selling price per pound

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increased 11% and the amount of pounds sold increased 8%. The increase in the distillers corn oil selling price resulted primarily from fluctuations in demand in the renewable biodiesel market which often reflects the price of soybean oil.

Modified distillers grains revenue increased 11% in the second quarter of fiscal year 2025 compared to the second quarter of fiscal year 2024 as the amount of tons sold increased by 10%, coupled with a 1% increase in the average selling price per ton sold. Modified distillers grains revenue increased 24% in the first six months of fiscal year 2025 compared to the first six months of fiscal year 2024 as the amount of tons sold increased by 29%, offset partially by a 4% decrease in the average selling price per ton sold. The decrease in the modified distillers grains selling price in the six-month periods resulted primarily from an extended period of lower corn prices as prices tend to move in the same direction, but are also impacted on changes in local market demand. As such, the price in the three-month comparable periods saw a slight increase. Our consolidated plants’ decisions to sell modified or dried distillers grains fluctuate from time to time based upon market conditions.

Cost of sales increased 12% in the quarter ended July 31, 2025, compared to the prior year second quarter. Corn accounted for approximately 74% ($106.5 million) of our cost of sales during the second quarter of fiscal year 2025 compared to approximately 77% ($98.9 million) during the second quarter of fiscal year 2024. Natural gas accounted for approximately 4% ($5.7 million) of our cost of sales during the second quarter of fiscal year 2025 and 3% ($3.9 million) in the second quarter of fiscal year 2024. Cost of sales increased 5% in the first six months of fiscal year 2025, compared to the first six months of fiscal year 2024. Corn accounted for approximately 74% ($212.9 million) of our cost of sales during the first six months of fiscal year 2025 compared to approximately 76% ($209.6 million) during the first six months of fiscal year 2024. Natural gas accounted for approximately 5% ($13.8 million) of our cost of sales during the first six months of fiscal year 2025 and 4% ($11.0 million) in the first six months of fiscal year 2024.

As a result of the foregoing, gross profit for the second quarter of fiscal year 2025 decreased approximately $5.5 million compared to the prior year second quarter. Gross profit for the first six months of fiscal year 2025 decreased approximately $5.6 million compared to the first six months of fiscal year 2024.

We attempt to match quantities of ethanol, distillers grains and distillers corn oil sales contracts with an appropriate quantity of corn purchase contracts over a given time period when we can obtain a satisfactory margin resulting from the crush spread inherent in the contracts we have executed. However, the market for future ethanol sales contracts generally lags the spot market with respect to ethanol price. Consequently, we generally execute fixed price sales contracts for no more than four months into the future at any given time and we may lock in our corn or ethanol price without having a corresponding locked in ethanol or corn price for short durations of time. As a result of the relatively short period of time our contracts cover, we generally cannot predict the future movements in our realized crush spread for more than four months. We utilize derivative financial instruments, primarily exchange traded commodity future contracts and swap contracts, in conjunction with certain of our corn procurement activities and commodity marketing activities.

SG&A expenses were approximately $6.2 million for the second quarter of fiscal year 2025, compared to approximately $6.4 million of expenses for the second quarter of fiscal year 2024. SG&A expenses were approximately $12.1 million for the first six months of fiscal year 2025, compared to

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approximately $12.6 million for the first six months of fiscal year 2024. The decreases compared to the prior year are due primarily to a decrease in performance bonus expense of $0.8 million and $1.0 million in the second quarter of fiscal year 2025 and the first six months of fiscal year 2025, respectively, from the comparable periods of fiscal year 2024. Additionally, there was a decrease in stock compensation expense of approximately $0.2 million and $0.5 million in the second quarter of fiscal year 2025 and the first six months of fiscal year 2025, respectively, from the comparable periods of fiscal year 2024 subsequent to the completion of the restricted stock units performance period on December 31, 2024. These decreases were partially offset by an increase in rail car lease expense due to higher rates realized upon lease renewals.

During the second quarter of fiscal year 2025, we recognized income from our equity investment in Big River of approximately $0.9 million compared to income of approximately $1.7 million for the second quarter of fiscal year 2024. During the first six months of fiscal year 2025, we recognized income from our equity investment in Big River of approximately $1.9 million compared to income of approximately $3.5 million during the first six months of fiscal year 2024. Our investment in Big River, which has interests in four ethanol production plants, represents an effective ownership of approximately 38.0 million gallons of ethanol shipped in the trailing twelve months ended July 31, 2025. Due to the inherent volatility of commodity prices within the ethanol industry, we cannot predict the likelihood of future operating results from Big River being similar to historical results.

Interest and other income was approximately $3.1 million for the second quarter of fiscal year 2025 versus approximately $4.4 million for the second quarter of fiscal year 2024. Interest and other income was approximately $7.3 million for the first six months of 2025 versus approximately $10.3 million for the first six months of fiscal year 2024. The decrease is primarily related to decreased interest income of $1.2 million and $2.4 million in the second quarter and first six months of fiscal year 2025, respectively, based upon lower balances and yields on our excess cash and short-term investments in fiscal year 2025, compared to 2024. One of our consolidated ethanol plants recognized $0.5 million less in patronage income from an investment in a cooperative in the first six months of 2025 ($0.7 million) compared to the first six months of 2024 ($1.2 million). We do not expect patronage income from this investment in a cooperative to be significant in future periods.

As a result of the foregoing, income before income taxes was approximately $12.1 million and $19.5 million for the second quarters of fiscal year 2025 and 2024, respectively. Income before income taxes was approximately $25.7 million and $35.5 million for the first six months of fiscal year 2025 and 2024, respectively.

The Company applies an effective tax rate to interim periods that is consistent with the Company’s estimated annual tax rate as adjusted for discrete items impacting the interim periods. Our income tax provision was approximately $2.8 million and $4.5 million for the three months ended July 31, 2025 and 2024, respectively. Our income tax provision was approximately $5.7 million and $8.2 million for the first six months of fiscal year 2025 and 2024, respectively.

As a result of the foregoing, net income was approximately $9.3 million for the second quarter of fiscal year 2025 compared to approximately $15.0 million for the second quarter of fiscal year 2024. Net income was approximately $20.0 million for the first six months of fiscal year 2025 compared to approximately $27.3 million for the first six months of fiscal year 2024.

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Net income attributable to noncontrolling interests was approximately $2.2 million for the second quarter of fiscal year 2025 and $2.6 million for the second quarter of 2024. Net income attributable to noncontrolling interests was approximately $4.2 million for the first six months of fiscal year 2025 and $4.7 million for the first six months of fiscal year 2024. These amounts represent the other owners’ share of the income of NuGen and One Earth.

As a result of the foregoing, net income attributable to REX common shareholders for the second quarter of fiscal year 2025 was approximately $7.1 million, compared to net income attributable to REX common shareholders of approximately $12.4 million for the second quarter of fiscal year 2024. Net income attributable to REX common shareholders from the first six months of fiscal year 2025 was approximately $15.8 million, compared to net income attributable to REX common shareholders of approximately $22.6 million for the first six months of fiscal year 2024.

Liquidity and Capital Resources

Net cash provided by operating activities was approximately $12.8 million for the first six months of fiscal year 2025, compared to net cash provided by operating activities of approximately $5.7 million for the first six months of fiscal year 2024.

For the first six months of fiscal year 2025, cash was provided by net income of approximately $20.0 million, adjusted upward for non-cash items of approximately $11.4 million, which consisted of depreciation, amortization of right-of-use assets, income from equity method investments, interest income from short-term investments, the deferred income tax provision, stock-based compensation expense, and loss on disposal of property and equipment. Big River paid dividends to REX of approximately $2.5 million during the first six months of fiscal year 2025. An increase in the balance of accounts receivable used cash of approximately $3.3 million, primarily as a result of the timing of products shipped and the receipt of customer payments at One Earth and NuGen. Inventories were nearly flat over the first six months of fiscal year 2025. An increase in the balance of other assets of approximately $0.6 million primarily related to increases in spare parts and in prepayments for certain fixed assets, offset by decreases in prepaid insurance and changes in the carrying value of forward purchase contracts and commodity futures positions recorded at fair value. An increase in the balance of refundable income taxes of approximately $2.0 million primarily relates to the accrual of the federal taxes currently payable being less than estimated federal tax payments made to date. While the Company has tax credits available to offset all amounts owed, the Company is limited to using tax credits for only 75% of federal taxes owed. A decrease in the balance of accounts payable used cash of approximately $9.9 million, which was primarily a result of the timing of inventory receipts and vendor payments. A decrease in the balance of other liabilities used cash of approximately $5.5 million, which was primarily caused by a decrease in accrued payroll which used cash of approximately $4.4 million, due to the timing of annual bonus payments. Additionally, a decrease in the lease liability used cash of $3.0 million based on payments made during the quarter. These decreases are partially offset by an increase in other current liabilities of $1.9 million.

For the first six months of fiscal year 2024, cash was provided by net income of approximately $27.3 million, adjusted upward for non-cash items of approximately $12.6 million, which consisted of depreciation, amortization of right-of-use assets, income from equity method investments, interest income from short-term investments, the deferred income tax provision, stock-based compensation expense, and loss on disposal of property and equipment. An increase in the balance of accounts receivable used cash of

36

approximately $1.1 million, primarily a result of the timing of products shipped and the receipt of customer payments at One Earth and NuGen. Inventories increased over the first six months of fiscal year 2024, using cash of approximately $2.2 million. An increase in the balance of other assets of approximately $12.3 million primarily related to prepayments on certain executed lease agreements, offset by changes in the carrying value of forward purchase contracts and commodity futures positions recorded at fair value, decreases to spare parts inventory, and decreases to prepaid insurance balances. A decrease in the balance of refundable income taxes of approximately $0.5 million primarily relates to the accrual of the federal taxes currently payable and the timing of estimated tax payments for the first six months of 2024. While the Company has tax credits available to offset all amounts owed, the Company is limited to using tax credits for only 75% of federal taxes owed. A decrease in the balance of accounts payable used cash of approximately $14.0 million, which was primarily a result of the timing of inventory receipts and vendor payments. A decrease in the balance of other liabilities used cash of approximately $5.0 million, which was primarily caused by a decrease in accrued payroll of approximately $3.9 million following the payment of fiscal year 2023 bonuses, offset by the accrual of the first six months of the fiscal year 2024 bonuses. Additionally, a reduction in the lease and accrued utility liabilities used cash of approximately $3.0 million and $1.8 million, respectively. These reductions were offset primarily by an increase in the mark-to-market liability recorded for certain corn contracts.

At July 31, 2025, working capital was approximately $353.4 million, compared to $385.4 million at January 31, 2025. The ratio of current assets to current liabilities was 10.5 to 1 at July 31, 2025 and 8.6 to 1 at January 31, 2025.

Cash of approximately $67.5 million was provided by investing activities for the first six months of fiscal year 2025, compared to cash provided by investing activities of approximately $33.8 million during the first six months of fiscal year 2024. During the first six months of fiscal year 2025, the Company had capital expenditures of approximately $28.9 million, primarily for various capital projects at our consolidated ethanol plants, including $9.7 million for expansion and CI scoring reduction projects at the One Earth facility and $2.1 million for the carbon sequestration project. During the first six months of fiscal year 2025, we purchased short-term U.S. Treasury Bills of approximately $90.7 million, while U.S. Treasury Bills of approximately $187.0 million matured. The U.S Treasury Bills had maturities of less than one year and we classified them as short-term investments. Depending on the investment options available, we may elect to retain the funds, or a portion thereof, in cash, short-term investments or long-term investments.

Cash of approximately $33.8 million was provided by investing activities for the first six months of fiscal year 2024. During the first six months of fiscal year 2024, we had capital expenditures of approximately $40.2 million, primarily for various capital projects at our consolidated ethanol plants, including $15.4 million for expansion and CI scoring reduction projects at the One Earth facility and $17.4 million for the carbon sequestration project. During the first six months of fiscal year 2024, we purchased short-term U.S. Treasury Bills of approximately $156.1 million, while short-term U.S. Treasury Bills of approximately $229.7 million matured. The U.S Treasury Bills had maturities of less than one year and we classified them as short-term investments.

Cash of approximately $33.4 million was used in financing activities in the first six months of fiscal year 2025 for the repurchase of the Company’s stock. There were no repurchases of Company stock in the first six months of 2024. Additionally, $2.3 million was used in the first six months of fiscal year 2025 for

37

payments to noncontrolling interests holders, compared to approximately $1.8 million for the first six months of fiscal year 2024.

We are investigating various uses for our excess cash and short-term investments. We expect total capital expenditures related to the construction at the One Earth facilities to approximate $220 million to $230 million, inclusive of the carbon sequestration project and plant capacity expansion and ongoing efforts to reduce CI scoring, which we currently plan to pay from our available cash. This estimate is subject to further refinement as the project progresses. As of July 31, 2025, we had spent $57.4 million since inception and were contractually committed to spend an additional $0.1 million toward the carbon sequestration project. As of July 31, 2025, we had spent $69.3 million since inception and were contractually committed to spend an additional $45.2 million, inclusive of the $38.2 million equipment purchase and installation agreement entered into subsequent to the end of the quarter, toward plant capacity expansion and CI scoring reduction efforts. For all projects, we plan to spend $50 million to $60 million during the remainder of fiscal year 2025.

We have a stock buyback program with 1,178,593 shares remaining authorized at July 31, 2025. We typically repurchase our common stock when our stock price is trading at a price we deem to be a discount to the underlying value of our net assets. We continue to seek investment opportunities, including ethanol and/or energy related, carbon sequestration related, agricultural or other ventures, we believe meet our investment criteria.

Forward-Looking Statements

This Form 10-Q contains or may contain forward-looking statements as defined in the Private Securities Litigation Reform Act of 1995. Such statements can be identified by use of forward-looking terminology such as “may,” “expect,” “believe,” “estimate,” “anticipate” or “continue” or the negative thereof or other variations thereon or comparable terminology. Readers are cautioned that there are risks and uncertainties that could cause actual events or results to differ materially from those referred to in such forward-looking statements. These risks and uncertainties include the risk factors set forth from time to time in the Company’s filings with the Securities and Exchange Commission and include among other things: the impact of legislative and regulatory changes, the price volatility and availability of corn, distillers grains, ethanol, distillers corn oil, gasoline and natural gas, commodity market risk, ethanol plants operating efficiently and according to forecasts and projections, logistical interruptions, success in permitting and developing the planned carbon sequestration facility near the One Earth Energy ethanol plant, changes in the international, national or regional economies, the impact of inflation, the ability to attract employees, weather, results of income tax audits, changes in income tax laws or regulations, the impact of U.S. foreign trade policy and tariffs, changes in foreign currency exchange rates, the effects of terrorism or acts of war and the effect of pandemics on the Company’s business operations, including impacts on supplies, demand, personnel and other factors. The Company does not intend to update publicly any forward-looking statements except as required by law. Other factors that could cause actual results to differ materially from those in the forward-looking statements are set forth in Item 1A of the Company’s Annual Report on Form 10-K for the fiscal year ended January 31, 2025 (File No. 001-09097).

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Item 3. Quantitative and Qualitative Disclosures About Market Risk

We are exposed to the impact of market fluctuations associated with commodity prices as discussed below.

We manage a portion of our risk with respect to the volatility of commodity prices inherent in the ethanol industry by using forward fixed-price purchase and fixed-price sale contracts and exchange traded commodity futures contracts. Our remaining exposure to market risk, which includes the impact of our risk management activities resulting from our fixed-price purchase and sale contracts and derivatives, is based on the estimated effect on pre-tax income for the twelve months following July 31, 2025 is as follows, assuming normal operating capacity (amounts in thousands):

Commodity |  | Estimated Total Volume for 12 Months |  | Unit of Measure |  | Decrease in Pre-tax Income From a 10% Adverse Change in Price
Ethanol |  | 300,000 |  | Gallons |  | $ 50,524
Corn |  | 103,800 |  | Bushels |  | $ 38,598
Distillers Grains | 737 |  | Tons |  | $ 8,848
Distillers Corn Oil | 90,000 |  | Pounds |  | $ 4,367
Natural Gas | 7,400 |  | MmBtu |  | $ 2,078

Item 4. Controls and Procedures

Our management evaluated, with the participation of our Chief Executive Officer and Chief Financial Officer, the effectiveness of our disclosure controls and procedures, as of the end of the period covered by this report. Based on that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures are effective to ensure that information required to be disclosed by us in the reports that we file or submit under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms and is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.

There were no changes in our internal control over financial reporting that occurred during our last fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

39

PART II. OTHER INFORMATION

Item 1. Legal Proceedings

We are, from time to time, involved in various legal proceedings incidental to the conduct of our business. We believe that any current proceedings will not have a material adverse effect on our financial condition or results of operations.

Item 1A. Risk Factors

There have been no material changes to the risk factors discussed in our Annual Report on Form 10-K for the year ended January 31, 2025.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

The following table provides information with respect to the Company’s repurchase of its common stock during the period covered by this report:

Issuer Purchases of Equity Securities

Period |  | Total Number of Shares Purchased |  | Average Price Paid per Share |  | Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs |  | Maximum Number of Shares that May Yet Be Purchased Under the Plans or Programs (1)
May 1-31, 2025 |  |  | 3,370 |  |  |  | $ | 39.01 |  |  |  | 3,370 |  |  |  | 1,178,593 |
June 1-30, 2025 |  |  | - |  |  |  |  | - |  |  |  | - |  |  |  | 1,178,593 |
July 1-31, 2025 |  |  | - |  |  |  |  | - |  |  |  | - |  |  |  | 1,178,593 |
Total |  |  | 3,370 |  |  |  | $ | 39.01 |  |  |  | 3,370 |  |  |  | 1,178,593 |

(1) On March 25, 2025, the Board of Directors authorized the repurchase from time to time of up to an additional 1,500,000 shares through open market transactions, privately negotiated transactions, or transactions by other means in accordance with applicable securities laws. At July 31, 2025, a total of 1,178,593 shares remained available to purchase under this authorization.

Item 3. Defaults upon Senior Securities

Not Applicable

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Item 4. Mine Safety Disclosures

Not Applicable

Item 5. Other Information

Not Applicable

Item 6. Exhibits

The following exhibits are filed with this report:

| 10(h) | Amendment No. 2 to Consulting Services Agreement, effective as of July 1, 2025, between One Earth Sequestration LLC and Highstake 35 LLC dba Mercury Public Affairs

| 31 | Section 1350 Certifications

| 32 | Section 1350 Certifications

| 101 | The following information from REX American Resources Corporation Quarterly Report on Form 10-Q for the quarter ended July 31, 2025, formatted in iXBRL: (i) Consolidated Balance Sheets, (ii) Consolidated Statements of Operations, (iii) Consolidated Statements of Equity, (iv) Consolidated Statements of Cash Flows and (v) Notes to Consolidated Financial Statements.

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SIGNATURES

Pursuant to the requirements 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.

REX American Resources Corporation
Registrant

Signature | Title | Date
/s/ Zafar A. Rizvi (Zafar A. Rizvi) | Chief Executive Officer and President (Chief Executive Officer) | September 2, 2025
/s/ Douglas L. Bruggeman (Douglas L. Bruggeman)) | Vice President, Finance and Treasurer (Chief Financial Officer) | September 2, 2025

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http://fasb.org/us-gaap/2025#StraightLineDepreciationMethodMember The forward purchase contracts liability is included in “Accrued expenses and other current liabilities” on the accompanying Consolidated Balance Sheets. As of July 31, 2025 and January 31, 2025, all of the derivative financial instruments held by the Company were subject to enforceable master netting arrangements. The Company’s accounting policy is to offset position amounts owed or owing with the same counterparty. Depending on the amount of unrealized gains and losses on derivative contracts held by the Company, the counterparty may require collateral to secure the Company’s derivative contract positions. 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