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Stock-Based Compensation | 9 Months Ended
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Sep. 30, 2024
Share-Based Payment Arrangement [Abstract] |
Stock-Based Compensation | STOCK-BASED COMPENSATION The company has an equity incentive plan which reserved a total of 6.9 million shares of common stock for issuance pursuant to the plan, of which 2.2 million shares remain available for issuance. The plan provides for shares, including options to purchase shares of common stock, stock appreciation rights tied to the value of common stock, restricted stock, performance share awards, and restricted and deferred stock unit awards, to be granted to eligible employees, non-employee directors and consultants. The company measures stock-based compensation at fair value on the grant date, with no adjustments for estimated forfeitures. The company records noncash compensation expense related to equity awards in its consolidated financial statements over the requisite period on a straight-line basis. Restricted Stock Awards and Deferred Stock Units The restricted non-vested stock awards and deferred stock units activity for the nine months ended September 30, 2024 is as follows:
| Non-Vested Shares and Deferred Stock Units |  | Weighted- Average Grant- Date Fair Value |  | Weighted-Average Remaining Vesting Term (in years)
Non-Vested at December 31, 2023 | 607,894 |  |  | $ | 30.79 |  |  |
Granted | 454,875 |  |  | 20.32 |  |  |
Forfeited | (7,324) |  |  | 24.92 |  |  |
Vested | (350,436) |  |  | 29.42 |  |  |
Non-Vested at September 30, 2024 | 705,009 |  |  | $ | 24.78 |  |  | 1.9
Performance Share Awards On March 13, 2024, March 9, 2023, and March 14, 2022, the board of directors granted performance shares to be awarded in the form of common stock to certain participants of the plan. These performance shares vest based on the level of achievement of certain performance goals, including the incremental value achieved from the company's high-protein and clean sugar initiatives, annual production levels and return on investment (ROI). Performance shares granted in 2024 include certain market-based factors requiring a Monte Carlo valuation model to estimate the fair value of the performance shares on the date of the grant. The weighted average assumptions used by the company in applying the Monte Carlo valuation model for performance share grants and related valuation include a risk-free interest rate of 4.44%, dividend yields of 0%, expected volatility of 54.6% and a closing stock price on the date of grant of $20.21, resulting in an estimated fair value of $25.23 per share. Performance shares granted in 2023 and 2022 do not contain market-based factors requiring a Monte Carlo valuation model. The performance shares were granted at a target of 100%, but each performance share can be reduced or increased depending on results for the performance period. If the company achieves the maximum performance goals, the maximum amount of shares available to be issued pursuant to the 2024, 2023 and 2022 awards are 1,077,144 performance shares which represents 200% of the 538,572 performance shares which remain outstanding. The actual number of performance shares that will ultimately vest is based on the actual performance targets achieved at the end of the performance period. On February 18, 2021, the board of directors granted performance shares to be awarded in the form of common stock to certain participants of the plan. The performance shares were granted at a target of 100%, but each performance share was reduced or increased depending on results for the performance period. On February 16, 2024, based on the criteria discussed above, the 118,673 2021 performance shares vested at 115%, which resulted in the issuance of 136,475 shares of common stock. The non-vested performance share award activity for the nine months ended September 30, 2024, is as follows:
| Performance Shares |  | Weighted- Average Grant- Date Fair Value |  | Weighted-Average Remaining Vesting Term (in years)
Non-Vested at December 31, 2023 | 404,740 |  |  | $ | 30.51 |  |  |
Granted | 270,307 |  |  | 23.00 |  |  |
Vested | (136,475) |  |  | 26.22 |  |  |
Non-Vested at September 30, 2024 | 538,572 |  |  | $ | 27.82 |  |  | 1.7
Green Plains Partners Green Plains Partners had a long-term incentive plan (LTIP) intended to promote the interests of the partnership, its general partner and affiliates by providing unit-based incentive compensation awards to employees, consultants and directors to encourage superior performance. As a result of the Merger, the LTIP units available for issuance were converted to 1.2 million shares available for issuance under the company's equity incentive plan. The non-vested unit-based awards activity for the nine months ended September 30, 2024, is as follows:
| Non-Vested Units |  | Weighted- Average Grant- Date Fair Value |  | Weighted-Average Remaining Vesting Term (in years)
Non-Vested at December 31, 2023 | 18,549 |  |  | $ | 12.94 |  |  |
Vested (1) | (18,549) |  |  | 12.94 |  |  |
Non-Vested at September 30, 2024 (1) | — |  |  | $ | — |  |  | 0.0
(1)Pursuant to the Merger Agreement, each of these awards became fully vested at the effective time of the Merger on January 9, 2024. Stock-Based Compensation Expense Compensation costs for the stock-based payment plan were $3.6 million and $10.2 million for the three and nine months ended September 30, 2024, respectively, and $2.7 million and $9.4 million for the three and nine months ended September 30, 2023, respectively. At September 30, 2024, there was $20.4 million of unrecognized compensation costs from stock-based compensation related to non-vested awards. This compensation is expected to be recognized over a weighted-average period of approximately 1.8 years. The potential tax benefit related to stock-based payment is approximately 23.9% of these expenses.

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