Preliminary Proxy Statement M&A Form PREM14A

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )
Filed by the Registrant ý
Filed by a party other than the Registrant o
Check the appropriate box:
ý	Preliminary Proxy Statement
o	Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
o	Definitive Proxy Statement
o	Definitive Additional Materials
o	Soliciting Material Under § 240.14a-12
RED TRAIL ENERGY, LLC
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
o	No fee required.
o	Fee paid previously with preliminary materials
ý	Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.

P.O. Box 11

3682 Highway 8 South

Richardton, ND 58652

NOTICE OF SPECIAL MEETING OF MEMBERS

To be Held [Day of Meeting], [Meeting Date]

To our members:

A Special Meeting of the Members (the "Special Meeting") of Red Trail Energy, LLC (the "Company," "we," "us" or "our") will be held on [Day of Meeting], [Meeting Date], at the Bismarck Hotel & Conference Center, 800 S 3rd Street, Bismarck, North Dakota 58504. Registration for the Special Meeting will begin at 11:00 a.m. and a meal will be served at 12:00 p.m. The Special Meeting will commence at approximately 1:00 p.m. The board of governors of the Company (the "Board") encourages you to attend the meeting. The purposes of the Special Meeting are as follows:

•To consider and vote on the proposal to approve the sale by the Company of substantially all of its assets pursuant to the Asset Purchase Agreement dated September 10, 2024 (the "Asset Purchase Agreement") by and between the Company, Gevo, Inc. ("Parent" or "Gevo"), and its wholly owned subsidiaries Richardton CCS, LLC ("R-CCS") and Net-Zero Richardton, LLC ("NZ-R") and together with R-CCS, ("Buyer") (the "Asset Sale").

•To approve the proposal to amend the Articles of Organization of the Company to change its name to [Name of LLC] or such other name approved by the Board, following, and conditioned upon, the approval and closing of the Asset Sale (the "Name Change Proposal").

•To approve the proposal to adjourn or postpone the Special Meeting, if necessary or appropriate, to solicit additional proxies if there are insufficient votes at the time of the Special Meeting to approve the Asset Sale and/or the Name Change Proposal.

The foregoing items of business are more fully described in the proxy statement accompanying this notice. You should carefully read and consider the entire proxy statement and its appendices. The proxy statement, its appendices, the notice of special meeting and the proxy card are also available at the Company's website at http://www.redtrailenergy.com. No personal information is required to print a proxy card. If you have questions regarding the information in the proxy statement or regarding completion of the enclosed proxy card or if you need directions to attend the meeting and vote in person, please call the Company at (701) 974-3308 or email us at [email protected].

Only members listed on the Company's records at the close of business on [Record Date] are entitled to notice of the Special Meeting and to vote at the Special Meeting and any adjournment or postponement thereof. To assure the presence of a quorum, the Board requests that you promptly sign, date and return the enclosed proxy card, whether or not you plan to attend the meeting. You may fax your completed proxy card to the Company at (701) 974-3309, mail it to the Company at P.O. Box 11, Richardton, ND 58652 or scan and email your completed proxy card to [email protected]. To be certain that your membership units will be represented at the Special Meeting, your proxy card should be received by the Company by 4:00 p.m. on [Day of Return Proxy], [Return Proxy Date]. However, proxy cards may still be accepted by the Company in person at the Special Meeting or at any time prior to the polls closing.

You may revoke your proxy by giving written notice of the revocation prior to the Special Meeting to our CFO, Joni Entze, at the Company's offices at P.O. Box 11, 3682 Highway 8 South, Richardton, ND 58652 or at the commencement of the Special Meeting. You may also revoke your proxy in person by attending the Special Meeting and voting in person.

By order of the Board of Governors,

/s/ Sid Mauch

Sid Mauch, Chairman

[Distribution Proxy Date]

TABLE OF CONTENTS

SUMMARY TERM SHEET	1
QUESTIONS AND ANSWERS ABOUT THE SPECIAL MEETING AND THE PROPOSALS	3
The Special Meeting	3
The Asset Sale	5
The Name Change	7
The Proposal to Adjourn or Postpone the Special Meeting	7
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS	9
RISK FACTORS	10
THE SPECIAL MEETING	14
Meeting, Place and Time	14
Purposes of the Meeting	14
Record Date and Membership Units Entitled to Vote	14
Proxy Solicitation; Expenses of the Solicitation	14
Note about this Proxy Statement; Availability of Proxy Materials	15
Quorum and Votes Required	15
Voting and Revocability of Proxies	15
Authority to Adjourn or Postpone the Meeting to Solicit Additional Proxies	16
BUSINESS OF THE COMPANY	17
PROPOSAL NO. 1 - THE ASSET SALE PROPOSAL	18
Information about the Parties	18
General Description of the Asset Sale	18
Background of the Asset Sale	18
Consideration Offered to the Members	21
Recommendation of the Board; Reasons for the Asset Sale	21
Interests of Certain Persons in the Asset Sale	22
Debt Financing	23
Fairness of the Asset Sale	23
Regulatory Approvals; Third Party Approvals	23
Effects of the Asset Sale	23
Accounting Treatment; Certain U.S. Federal Income Tax Considerations	23
Appraisal Rights	25
Vote Required	26
THE ASSET PURCHASE AGREEMENT	26
Explanatory Note Regarding the Asset Purchase Agreement	26
Purchase and Sale of Stock and Assets	26
Assets Being Sold	26
Excluded Assets	27
Assumption and Transfer of Liabilities	28
Purchase Price; Earnest Money	28
The Closing of the Asset Sale	28
Representations and Warranties	28
Covenants and Agreements	29
Conduct of Business Prior to Closing	30
Reasonable Efforts; Governmental Approvals and Consents and Third Party Consents	31

Conditions to Completion of the Asset Sale	32
Survival and Indemnification	33
Employees	34
Termination of the Asset Purchase Agreement	34
Termination Fee	35
Expenses	35
Governing Law; Venue Selection	35
PROPOSAL NO. 2 - THE NAME CHANGE PROPOSAL	36
PROPOSAL NO. 3 - THE PROPOSAL TO ADJOURN OR POSTPONE THE SPECIAL MEETING	37
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT	38
MEMBER PROPOSALS FOR THE 2025 ANNUAL MEETING OF MEMBERS	38
WHERE YOU CAN FIND MORE INFORMATION	39
OTHER MATTERS	41

APPENDIX A	Form of Proxy Card
APPENDIX B	Asset Purchase Agreement by and between Red Trail Energy, LLC, Gevo, Inc., and its wholly owned subsidiaries Richardton CCS, LLC and, Net-Zero Richardton, LLC dated September 10, 2024.

Red Trail Energy, LLC

P.O. Box 11

3682 Highway 8 South

Richardton, ND 58652

Proxy Statement Special Meeting of Members [Day of Meeting], [Meeting Date]

The enclosed proxy is solicited by Red Trail Energy, LLC (the "Company," "we," "us" or "our") and the board of governors on behalf of the Company (the "Board") for use at the special meeting of members of the Company to be held on [Day of Meeting], [Meeting Date], and at any adjournment or postponement thereof (the "Special Meeting"). The Special Meeting will be held at the Bismarck Hotel & Conference Center, 800 S 3rd Street, Bismarck, North Dakota 58504. Registration for the Special Meeting will begin at 11:00 a.m. with a meal served at 12:00 p.m. and the Special Meeting commencing at approximately 1:00 p.m.

This solicitation is being made by mail, however the Company may also use its officers, governors and employees (without providing them with additional compensation) to solicit proxies from members in person or by telephone, facsimile, email or letter. Distribution of this proxy statement and the proxy card is scheduled to begin on or about [Distribution Proxy Date].

SUMMARY TERM SHEET

The following summary highlights information in this proxy statement and may not contain all the information that is important to you. Accordingly, we encourage you to read carefully this entire proxy statement, its annexes and the documents referred to in this proxy statement. Each item in this summary includes a reference directing you to a more complete description of the item in this proxy statement. Capitalized terms used but not defined herein shall have the meanings assigned to them in the Asset Purchase Agreement.

•The Special Meeting (see page14)

◦The Special Meeting will be held at the Bismarck Hotel & Conference Center, 800 S 3rd Street, Bismarck, North Dakota 58504 on [Day of Meeting], [Meeting Date]. Registration for the meeting will begin at 11:00 a.m. and a meal will be served at 12:00 p.m. The Special Meeting will commence at approximately 1:00 p.m. The purposes of the Special Meeting are to vote on the following: (1) A proposal to approve the sale by the Company of substantially all of its assets pursuant to the Asset Purchase Agreement dated September 10, 2024 (the "Asset Purchase Agreement") by and between the Company, Gevo, Inc. ("Parent" or "Gevo"), and its wholly owned subsidiaries Richardton CCS, LLC ("R-CCS") and Net-Zero Richardton, LLC ("NZ-R" and together with R-CCS, "Buyer") (the "Asset Sale").; (2) A proposal to amend the Articles of Organization of the Company to change its name to [Name of LLC] or such other name approved by the Board, following, and conditioned upon, the approval and closing of the Asset Sale (the "Name Change Proposal"); and (3) A proposal to adjourn or postpone the Special Meeting, if necessary or appropriate, to solicit additional proxies if there are insufficient votes at the time of the Special Meeting to approve the Asset Sale or the Name Change Proposal (the "Adjournment Proposal").

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•Asset Sale (see page18)

◦We have entered into an Asset Purchase Agreement with Parent and Buyer that provides that we will sell to Buyer substantially all of our assets relating to the operation of our Business except for certain specified assets known as Excluded Assets. In addition, Buyer will assume certain of our liabilities and obligations as specified in the Asset Purchase Agreement and assume certain contracts. However, those liabilities, not specially assumed, known as Excluded Liabilities, will remain the responsibility of the Company following the closing of the Asset Sale. We expect to close the Asset Sale during the first quarter of the 2025 calendar year. However, we cannot complete the Asset Sale until we satisfy a number of conditions, which include approval of the Asset Sale by our members at the Special Meeting.

◦The Asset Sale and the terms and provisions of the Asset Purchase Agreement were unanimously approved by the Board. The Board is recommending that the members of the Company approve the Asset Sale at the Special Meeting.

We encourage you to carefully read in its entirety the Asset Purchase Agreement which is the principal document governing the Asset Sale. The Asset Purchase Agreement is attached to this proxy statement as APPENDIX B.

•Consideration Offered to the Company (see page21)

◦As consideration for the Company's sale to Buyer of substantially all of our assets and the Company's other covenants and obligations under the Asset Purchase Agreement, Buyer will pay a cash purchase price of $210,000,000, subject to certain upward or downward adjustments related to working capital of the Business and certain downward adjustments related to indebtedness and selling expenses (the "Purchase Price"). In addition, the amount of $1,260,000 is to be set aside to be used for potential indemnification obligations that might be owed by the Company to Buyer under the Asset Purchase Agreement and the amount of $5,000,000 will be set aside out of the Purchase Price to be paid to Buyer in the event of a working capital adjustment resulting in a lower Purchase Price, to the extent of the amount of such adjustment, if applicable.

•Interest of Certain Persons in the Asset Sale (see page22)

◦Our Chief Executive Officer, Jodi Johnson, may have interests in the consummation of the Asset Sale that may be in addition to, or different from the interest of our members generally. Pursuant to her employment agreement, Ms. Johnson will receive a severance payment of approximately $105,000 from the Company as a result of her termination in connection with the closing of the Asset Sale. In addition, Ms. Johnson is a Key Person under the Asset Purchase Agreement and has been offered employment with the Parent after closing, subject to the consummation of the Asset Sale. The acceptance of employment by Ms. Johnson with the Parent is a condition to Buyer's obligation to complete the Asset Sale.

•Regulatory Approvals; Third Party Consents (see page23)

◦The Asset Sale is subject to and contingent upon numerous closing conditions including approval of our members, compliance with the HSR Act and obtaining certain third-party consents required to effectively transfer ownership of the assets of the Company and certain Contracts. Further, the Buyer will need to have obtained several permits in order to operate the Business after the closing, including but not limited to, a permit for carbon dioxide injection from the State of North Dakota.

•Debt Financing (see page23)

◦The Asset Sale is also subject to and contingent upon Buyer receiving Debt Financing for the purpose of funding the transactions contemplated by the Asset Purchase Agreement upon terms satisfactory to Parent and Buyer in their sole discretion.

•Conditions to Completion of Asset Sale (see page 32)

◦In addition to the conditions described above, the Asset Sale is subject to additional closing conditions that must be met before the consummation of the Asset Sale. The Company and the Buyer will work towards satisfying the closing conditions pursuant to the Asset Purchase Agreement. Some (but not all) of these

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closing conditions that the Company must meet are described below, and further described under the section entitled "Conditions to Completion of the Asset Sale":

▪The Company must provide the Buyer with evidence that any and all liens or other encumbrances on any of the assets that it is selling have been released.

▪The Company must provide and negotiate assignments of the Company's leases related to the real property that the Company desires to assign to the Buyer with the Company's current landlords.

▪The Company will need to provide a consent from each third-party to any contract that requires their consent which is to be assigned to the Buyer.

▪Jodi Johnson will be required to accept employment with the Buyer, which is something the Company cannot ensure or control.

▪The Company will need to work with the Buyer to ensure that the Buyer will have an owner's title insurance policy with respect to all real property being sold to the Buyer from the Company.

▪The Company will need to ensure the redemption of its interests that it owns in Renewable Products Marketing Group, LLC (RPMG).

▪The Company will need to have obtained the affirmative vote of the Members holding a majority of all outstanding membership interests in the Company.

•Effects of the Asset Sale (see page23)

◦If we complete the Asset Sale, we will cease our current business and will no longer have any operating assets. We will use a portion of our cash to satisfy our liabilities and transactions costs. Of the remaining cash, it is anticipated that a significant portion will be distributed to the members shortly after the closing of the Asset Sale. However, the amount and timing of distributions to members is currently uncertain and will be determined by the Board in its discretion.

•Termination Fee (see page34)

◦The Asset Purchase Agreement requires Buyer to deposit $10,000,000 of the purchase price into an escrow account (the "Earnest Money Deposit Amount"). The Company shall have the right to retain the Earnest Money Deposit Amount in the event of a termination of the Asset Purchase Agreement unless the Buyer terminates because the Company commits a material breach of any term of the Asset Purchase Agreement and such breach is not cured within 15 days after the date on which Buyer gives the Company written notice of such breach or if the Company fails to obtain the approval of its members of the Asset Sale. In those instances, the Earnest Money Deposit will be returned to Buyer.

QUESTIONS AND ANSWERS ABOUT THE SPECIAL MEETING AND THE PROPOSALS

The following questions and answers address briefly some questions regarding the proposals and the Special Meeting. These questions and answers may not address all questions that may be important to you as a member of the Company. Please refer to the more detailed information contained elsewhere in this proxy statement, the appendices to this proxy statement and the other documents we refer to in this proxy statement.

The Special Meeting

Q:Why did I receive this proxy statement?

A: The Board is soliciting your proxy to vote at the Special Meeting because you were a member of the Company at the close of business on [Record Date], the record date, and are entitled to vote at the meeting.

Q:When and where is the Special Meeting?

A: The Special Meeting will be held at the Bismarck Hotel & Conference Center, 800 S 3rd Street, Bismarck, North Dakota 58504 on [Day of Meeting], [Meeting Date]. Registration for the meeting will begin at 11:00 a.m. and a meal will be served at 12:00 p.m. The Special Meeting will commence at approximately 1:00 p.m.

Q:What am I voting on?

A: You are voting on the following:

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•A proposal to approve the sale by the Company of substantially all of its assets pursuant to the Asset Purchase Agreement dated September 10, 2024 by and between the Company, Parent and Buyer.

•A proposal to amend the Articles of Organization of the Company to change its name to [Name of LLC] or such other name approved by the Board, following, and conditioned upon, the approval and closing of the Asset Sale.

•A proposal to adjourn or postpone the Special Meeting, if necessary or appropriate, to solicit additional proxies if there are insufficient votes at the time of the Special Meeting to approve the Asset Sale or the Name Change Proposal.

Q:How many membership units are outstanding?

A: The Company currently has one class of membership units. On [Record Date], there were 40,148,160 outstanding membership units. This means there is a total of 40,148,160 votes on any matter presented to the members.

Q:How many votes do I have?

A: Each membership unit of the Company is entitled to one (1) vote. You will have the same number of votes that you have membership units. Collectively all of the members of the Company would be entitled to 40,148,160 votes.

Q:What is the quorum required for the Special Meeting?

A: The representation in person or by proxy of members holding a majority of the voting power of the membership interests entitled to vote at the Special Meeting is necessary to constitute a quorum for the transaction of business at the Special Meeting.

Q: What is the effect of a broker non-vote?

A: While we do not believe that any of the Company's units are held in street name by brokers, broker non-votes, if any, will count for purposes of establishing a quorum at the Special Meeting. A broker non-vote occurs when an individual owns units which are held in the name of a broker. The individual is the beneficial owner of the units, however, on the records of the Company, the broker owns the units. If the individual who beneficially owns the units does not provide the broker with voting instructions on non-routine matters, this is considered a broker non-vote. For such non-routine matters, the broker cannot vote and reports the units as "non-votes." These broker non-votes function as abstentions under the Company's governing documents.

Q:How do I vote?

A: Membership units can be voted only if the holder of record is present at the Special Meeting, either in person or by proxy. You may vote using either of the following methods:

• Proxy. The Company's proxy card is a means by which a member may authorize the voting of his, her, or its membership units at the Special Meeting. The membership units represented by each properly executed proxy card will be voted at the Special Meeting in accordance with the member's directions. The Company urges you to specify your choices by marking the appropriate boxes on the proxy card. After you have marked your choices, please sign and date the proxy card and either:

•mail it to the Company at P.O. Box 11, Richardton, ND 58652;

•fax it to the Company at (701) 974-3309; or

•scan and email it to [email protected]

To be certain that your membership units will be represented at the Special Meeting, your proxy card should be received by the Company by 4:00 p.m. on [Day of Return Proxy], [Return Proxy Date]. However, proxy cards may still be accepted by the Company in person at the Special Meeting or at any time prior to the polls closing.

• In person at the Special Meeting. All members may vote in person at the Special Meeting.

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If membership units are owned jointly by more than one person, both persons must sign the proxy card in order for the units to be counted.

Q:What happens if I mark too few or too many boxes on the proxy card?

A: If you sign and send your proxy card to the Company but do not mark any choices on the proxy card, then your membership units will be counted "FOR" the proposals. If you mark contradicting choices on the proxy card, such as both "FOR" and "AGAINST" a proposal, your votes will not be counted with respect to the proposal for which you marked contradicting choices.

Each fully executed proxy card will be counted for purposes of determining whether a quorum is present at the Special Meeting.

Q:What can I do if I change my mind after I return my proxy?

A: You may revoke your proxy by giving written notice of the revocation prior to the Special Meeting to our CFO, Joni Entze, at the Company's offices at P.O. Box 11, 3682 Highway 8 South, Richardton, ND 58652 or at the commencement of the Special Meeting. You may also revoke your proxy in person by attending the Special Meeting and voting in person.

Q:What are the effects of abstaining?

A:If you abstain from voting, it will have the effect of a vote "AGAINST" the Sale Proposal, the Name Change Proposal and the Adjournment Proposal. However, each fully executed proxy card will be counted for purposes of determining whether a quorum is present at the Special Meeting.

Q:Who will count the vote?

A: All votes will be tabulated by the Company's CFO, Joni Entze, and the election will be certified by a representative from the BrownWinick Law Firm who will be serving as inspector of elections. Votes and abstentions will be tabulated separately.

Q:What does it mean if I received more than one proxy card?

A: If your membership units are registered differently or in more than one account, you will receive more than one proxy card. Sign and return all proxy cards to ensure that all of your membership units are voted.

Q:Who can help answer my other questions?

A: If you have more questions about the Special Meeting, the proposals, or how to submit your proxy, or if you need additional copies of this proxy statement or the enclosed proxy card or voting instructions, please contact Joni Entze at the Company's offices at P.O. Box 11, 3682 Highway 8 South, Richardton, ND 58652 or call (701) 974-3308.

Q:Who is paying for this proxy solicitation?

A: The entire cost of this proxy solicitation will be borne by the Company. The cost will include the cost of printing and mailing proxy materials, supplying necessary additional copies of the solicitation materials for beneficial owners of membership units held of record by brokers, dealers, banks and voting trustees and their nominees and, upon request, the reasonable expenses of such record holders for completing the mailing of such materials and reports to such beneficial owners. We expect the proxy solicitation will cost the Company approximately $97,151. Please see the section entitled "Proxy Solicitation; Expenses of the Solicitation" for more information.

The Asset Sale

Q. What is the Asset Sale?

A. We have entered into an Asset Purchase Agreement with Parent and Buyer that provides that we will sell to Buyer substantially all of our assets relating to the operation of our Business. As a result, we are seeking the approval of the Asset Sale from our members. In order to complete the Asset Sale, our members must approve the Asset Sale

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Proposal. There are also several other closing conditions set forth in the Asset Purchase Agreement. We have included the full text of the Asset Purchase Agreement as APPENDIX B to this proxy statement.

Q. What does the Board recommend regarding the Sale Proposal?

A. The Asset Sale and the terms and provisions of the Asset Purchase Agreement were unanimously approved by the Board. The Board is recommending that the members of the Company approve the Asset Sale at the Special Meeting.

Q: Why is the Board recommending that I vote "FOR" the Asset Sale Proposal?

A: After careful consideration, the Board has determined that the Asset Sale, on the terms and subject to the conditions set forth in the Agreement, is fair to, and in the best interests of, the Company and its members. In making the determination to approve and to recommend the Asset Sale for approval by the Company's members, the Board followed a lengthy process during which the Board consulted with management and financial, accounting, tax and legal advisers. The Board carefully considered the terms of the Asset Purchase Agreement and the risks, timing, viability and potential impact to our members of the strategic alternatives potentially available to us. The Board also considered each of the items set forth under "Proposal No. 1 - The Asset Sale Proposal - Recommendation of the Board; Reasons for the Asset Sale" beginning on page 21 of this Proxy Statement.

Q. What will happen if the Asset Sale is not approved?

A. If we do not obtain the member approval for the Asset Sale or if the Asset Sale is not completed for any other reason, we would continue to operate our business as we have done historically.

Q. What is the purchase price to be received by the Company?

A. As consideration for the Company's sale to Buyer of substantially all of our assets and the Company's other covenants and obligations under the Asset Purchase Agreement, Buyer will pay a cash purchase price of $210,000,000, subject to certain upward or downward adjustments related to working capital of the Business and certain downward adjustments related to indebtedness and selling expenses. In addition, the amount of $1,260,000 is to be set aside to be used for potential indemnification obligations that might be owed by the Company to Buyer under the Asset Purchase Agreement and the amount of $5,000,000 will be set aside out of the Purchase Price to be paid to Buyer in the event of a working capital adjustment resulting in a lower Purchase Price to the extent of the amount of such adjustment. Additional information on adjustments to the Purchase Price can be found in Section 2.5 of the Asset Purchase Agreement.

The amount of the working capital of the Company at any given point in time is dependent upon a number of factors beyond our control. If the working capital of the Company at the closing of the Asset Sale is less than $11,086,470, the net proceeds we will receive in connection with the Asset Sale will be decreased on a dollar-for-dollar basis, in addition to reductions with respect to our indebtedness and selling expenses at the closing of the Asset Sale. There can be no assurance that the closing working capital of the Company will be at or above $11,086,470, and that we will receive the full $210,00,000 purchase price

Q. Are there any risks related to the Asset Sale?

A. Yes. You should carefully review the section entitled "Risk Factors" beginning on page 10 of this Proxy Statement.

Q. When is the closing of the Asset Sale expected to occur?

A. We are working to complete the Asset Sale as quickly as possible and expected closing to occur during the first quarter of the 2025 calendar year, subject to the satisfaction of the conditions set forth in the Asset Purchase Agreement.

Q: Will I have appraisal or dissenters' rights relating to the Asset Sale?

A: No. You have no appraisal or dissenters' rights in connection with Asset Sale under North Dakota law or under our Amended and Restated Operating Agreement or Amended and Restated Member Control Agreement. However, other rights or actions under North Dakota law or federal or state securities laws may exist for members who can demonstrate that they have been damaged by the Asset Sale. Although the nature and extent of these rights or actions are uncertain and may vary depending upon facts or circumstances, member challenges to actions of the Company in

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general are related to the fiduciary responsibilities of limited liability company officers and the Board and to the fairness of the Asset Sale.

Q: Is the Asset Sale contingent upon the Name Change Proposal?

A: No, the Asset Sale is not contingent upon the approval of the Name Change Proposal.

Q:What vote is required to approve the Asset Sale?

A: Approval of the Asset Sale requires the affirmative vote of members holding a majority of the outstanding membership units entitled to vote at the Special Meeting where a quorum is present. These votes can be from members that are present in person or represented by proxy at the Special Meeting. In order for the Asset Sale to be approved, the Company must receive the affirmative vote of members holding at least 20,074,081 membership units.

In connection with the Asset Purchase Agreement, each member of the Board as well as Gerald Bachmeier entered into a Voting Agreement in favor of the Parent and Buyer where they agreed to vote their membership units in favor of the Asset Purchase Transaction. They hold an aggregate of 4,860,587 membership units, meaning the Company must receive the affirmative vote of outside members holding at least 15,213,494 membership units for the Asset Sale to be approved.

The Name Change

Q: What is the Name Change Proposal?

A: We are asking you to approve an amendment to the Articles of Organization of the Company to change its name to [Name of LLC] or such other name approved by our Board.

Q: What are the reasons for the name change?

A: The Red Trail Energy name is an asset of the Company and the rights to this name will be transferred to Buyer as part of the Asset Sale. Upon transferring the right to this name, we will no longer have the right to use this name and will be required to change the name of our Company in accordance with applicable law.

Q: Will I have dissenters' rights relating to the name change?

A: No. You have no appraisal or dissenters' rights in connection with the name change under North Dakota law or under our Amended and Restated Operating Agreement or Amended and Restated Member Control Agreement.

Q: Is the Name Change Proposal contingent upon the Asset Sale?

A: Yes, the Name Change Proposal is contingent upon the closing of the Asset Sale. If the members do not approve the Asset Sale then the Name Change Proposal will not become effective or implemented by the Board. Likewise, if the Asset Sale is approved by our members, but the Asset Sale does not close, then the Name Change Proposal will not become effective or be implemented by the Board.

Q:What vote is required to approve the Name Change Proposal?

A: Approval of the Name Change Proposal requires the affirmative vote of members holding a majority of the membership units represented at the Special Meeting where a quorum is present and entitled to vote. These votes can be from members that are present in person or represented by proxy at the Special Meeting.

The Proposal to Adjourn or Postpone the Special Meeting

Q: Why am I being asked to vote on the Adjournment Proposal?

A: We are asking you to approve a proposal to adjourn or postpone the Special Meeting to a later date or dates, if our Board of Directors determines that it is necessary or appropriate, to solicit additional proxies if there are insufficient votes at the time of the Special Meeting to approve the Asset Sale and/or the Name Change Proposal. If approved, the Adjournment Proposal would permit us to adjourn or postpone the Special Meeting to give us time to solicit additional proxies to approve the Asset Sale and/or Name Change Proposal or seek to convince members who have voted against

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the Asset Sale and/or Name Change Proposal to change their votes. Additionally, we could adjourn or postpone the Special Meeting if a quorum is not present to solicit additional proxies.

Q:What vote is required to approve the Adjournment Proposal?

A: Approval of the Adjournment Proposal requires the affirmative vote of members holding a majority of the membership units represented at the Special Meeting where a quorum is present and entitled to vote. These votes can be from members that are present in person or represented by proxy at the Special Meeting.

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CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

This proxy statement contains forward-looking statements that involve known and unknown risks and relate to future events, our future financial performance, or our expected future operations and actions. In some cases, you can identify forward-looking statements by terminology such as "may," "will," "should," "expect," "plan," "anticipate," "believe," "estimate," "future," "intend," "could," "hope," "predict," "target," "potential," or "continue" or the negative of these terms or other similar expressions. These forward-looking statements are only our predictions based on current information and involve numerous assumptions, risks, and uncertainties. Our actual results or actions may differ materially from these forward-looking statements for many reasons, including the reasons described in this proxy statement. While it is impossible to identify all such factors, factors that could cause actual results to differ materially from those estimated by us include those discussed under the section "Risk Factors" in this Proxy Statement and as follows:

•The satisfaction of certain closing conditions in the Asset Purchase Agreement;

•Our ability to successfully close on the Asset Sale;

•Potential delays in consummating the Asset Sale;

•The diversion of management's focus and attention pending the completion of the Asset Sale;

•The impact of the announcement of the Asset Sale on our business and our relationships with employees, suppliers, customers, distributors, marketers, and others having business relationships with us;

•The failure by the Company to receive a fairness opinion in connection with the Asset Sale;

•Our costs associated with the Asset Sale;

•Our ability to favorably resolve potential tax claims, litigation matters and other unresolved contingent liabilities;

•The amount of proceeds that might be realized from the Asset Sale;

•The application of, and any changes in, applicable tax laws, regulations, administrative practices, principles and interpretations;

•The availability, timing and amount of distributions from cash received from the Asset Sale;

•The amounts that will need to be set aside by the Company; and

•The adequacy of such reserves to satisfy our obligations.

Please carefully consider these factors, as well as other information contained herein and in our periodic reports and documents filed with the U.S. Securities and Exchange Commission ("SEC"). Our actual results or actions could and likely will differ materially from those anticipated in the forward-looking statements for many reasons, including the reasons described in this proxy statement. We are not under any duty to update the forward-looking statements contained in this proxy statement. We cannot guarantee future results, levels of activity, performance, or achievements. We caution you not to put undue reliance on any forward-looking statements, which speak only as of the date of this proxy statement. You should read this proxy statement and the documents that we reference in this proxy statement completely and with the understanding that our actual future results may be materially different from what we currently expect. We qualify all of our forward-looking statements by these cautionary statements.

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RISK FACTORS

In addition to the other information included and referred to in this proxy statement, including the matters addressed in the section entitled "Cautionary Statement Regarding Forward-Looking Statements," you should carefully consider the following risk factors before deciding how to vote your membership units of the Company at the special meeting. These factors should be considered in conjunction with the other information included by the Company in this proxy statement and the risk factors described in the Company's other filings with the SEC, including all filings incorporated herein by reference. If any of the risks described below, incorporated by reference or otherwise referred to in this proxy statement actually materialize, the business, financial condition, results of operations, or prospects of the Company could be materially and adversely affected.

Risks Related to the Asset Sale

The proposed Asset Sale is subject to a number of conditions beyond our control. Failure to complete the Asset Sale could materially and adversely affect our future business, results of operations and financial condition.

The closing of the Asset Sale is conditioned on the receipt of the member approval, as well as the satisfaction of other closing conditions, including receipt of regulatory approvals and third-party consents, Buyer obtaining debt financing and performance in all material respects by each party of its obligations under the Asset Purchase Agreement.

We cannot predict whether and when the conditions will be satisfied. If one or more of these conditions is not satisfied, and as a result, we do not complete the Asset Sale, or in the event the Asset Sale is not completed or is delayed for any other reason, our business, results of operations and financial condition may be harmed because:

•management's and our employees' attention may be diverted from our day-to-day operations as they focus on matters related to the Asset Sale;

•we could potentially lose key employees if such employees experience uncertainty about their future roles with us and decide to pursue other opportunities;

•we have agreed to restrictions in the Asset Purchase Agreement that limit how we conduct our business prior to the closing of the Asset Sale which may not be in our best interests and may disrupt or otherwise adversely affect our business and our relationships with our suppliers, customers, distributors, marketers, and others having business relationships with us, prevent us from pursuing otherwise attractive business opportunities, limit our ability to respond effectively to competitive pressures, industry developments and future opportunities, and otherwise harm our business, financial results and operations;

•we have incurred and expect to continue to incur expenses related to the Asset Sale, such as legal, financial advisory and accounting fees, and other expenses that are payable by us whether or not the Asset Sale is completed;

•activities related to the Asset Sale and related uncertainties may lead to a loss of revenue and market position unrelated to the Asset Sale that we may not be able to regain if the Asset Sale does not occur; and

•the failure to, or delays in, consummating the Asset Sale may result in a negative impression of us with our suppliers, customers, distributors, marketers, and others having business relationships with us.

The occurrence of these or other events individually or in combination could have a material adverse effect on our business, results of operations, financial condition and stock price.

The Asset Purchase Agreement contains provisions that prohibit competing offers.

The Asset Purchase Agreement contains "no solicitation" provisions that restrict our ability to solicit, initiate, seek or encourage any inquiry, proposal or offer from, furnish any information to or participate in any discussion or negotiation regarding any acquisition of the Company's equity interests, assets or business, in whole or in part (by purchase, merger, tender offer, statutory share exchange, joint venture or otherwise). These provisions prevent the Company from considering or proposing an alternative acquisition transaction, even if such alternative transaction offered to pay a higher price than what would be received in the Asset Sale.

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Our executive officers may have interests in the Asset Sale that may be different from, or in addition to, the interests of our members generally.

Our executive officers may be deemed to have interests in the Asset Sale that may be different from or in addition to those of our members, generally due to their expectation of employment following the Asset Sale. In particular, our Chief Executive Officer, Jodi Johnson is a Key Person under the Asset Purchase Agreement and has been offered employment with the parent after closing subject to consummation of the Asset Sale. The acceptance of employment by Ms. Johnson with the Parent is a condition to Buyer's obligation to complete the Asset Sale.

In addition, pursuant to her employment agreement, Ms. Johnson will receive a severance payment of approximately $105,000 from the Company as a result of her termination in connection with the closing of the Asset Sale.

These interests by our executive officers may create a potential conflict of interest. The Board was aware of these potentially differing interests and considered it, among other matters, in evaluating and negotiating the Asset Purchase Agreement and in reaching its decision to approve the Asset Purchase Agreement and the transactions thereunder.

We will incur significant expenses in connection with the Asset Sale, whether or not it is consummated.

We have and will continue to incur substantial expenses related to the Asset Sale, whether or not it is completed. These expenses include, but are not limited to, legal fees, accounting fees and expenses, certain consultant expenses, filing fees, printing expenses and other related fees and expenses. Many of these expenses will be payable by us regardless of whether the Asset Sale is completed. We anticipate that we will incur approximately $275,000.00 in aggregate expenses due to the Asset Sale. Payment of these expenses if the Asset Sale is not completed would adversely affect our operating results and financial condition.

We cannot be sure if or when the Asset Sale will be completed.

The consummation of the Asset Sale is subject to the satisfaction or waiver of various conditions. We cannot guarantee that the closing conditions set forth in the Asset Purchase Agreement will be satisfied. If we are unable to satisfy the closing conditions in Buyer's favor or if other mutual closing conditions are not satisfied, Buyer will not be obligated to complete the Asset Sale.

The failure to consummate the Asset Sale by the prescribed deadline will likely result in the Asset Sale being abandoned.

Either the Buyer or the Company may terminate the Asset Purchase Agreement without penalty if the Asset Sale is not completed on or before June 30, 2025 (unless such deadline is missed due to a material breach by the party seeking termination of its representations, warranties, covenants or agreements in the Asset Purchase Agreement). In the event that the Asset Sale is abandoned, the potential adverse effects from failing to consummate the Asset Sale discussed above may be implicated.

We may not receive all third-party and regulatory consents required in order for us to consummate the Asset Sale.

The Asset Sale cannot be consummated until all closing conditions are met. These conditions include certain third-party consents and compliance with the HSR Act required to effectively transfer ownership of the assets and certain contracts of the Company. Until those consents are obtained and we have complied with the HSR Act, we cannot consummate the Asset Sale. We are in the process of obtaining the required consents. Although we expect to receive the required consents, no assurances can be made that the required consents will in fact be obtained or will not be significantly delayed or will not contain terms, conditions or restrictions that would be detrimental to us, the Buyer and our collective abilities to close the Asset Sale.

The Company did not receive a fairness opinion in connection with the Asset Sale.

Our Board did not seek or obtain a fairness opinion from an investment bank or other firm that the consideration to be paid in connection with the Asset Sale is fair from a financial point of view to our members.

We may be subject to litigation related to the Asset Sale, which is expensive and could divert our attention.

We may be subject to litigation in connection with the Asset Sale. Litigation against us could result in substantial costs and divert our management's attention from closing the Asset Sale, which could harm our business and increase our expenses, which could decrease our net proceeds from the Asset Sale.

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If we close on the Asset Sale, we cannot determine at this time the timing, amount or nature of any distributions to our members because there are many factors, some of which are outside of our control, that could affect our ability to make such distributions.

After the Asset Sale is completed, we will no longer have any operating assets, other than cash. We will use a portion of our cash to satisfy our liabilities and transactions costs. Of the remaining cash, it is anticipated that a significant portion will be distributed to the members shortly after the closing of the Asset Sale in the form of an initial distribution payment (with potential subsequent distributions thereafter). However, the amount and timing of distributions to members will be determined by the Board in its discretion. We will retain a portion of our cash to fund our ongoing costs given that we will not be generating operating revenue and we are not likely to reinvest our remaining cash in any investment securities that would yield a meaningful return.

Members will not know at the time of voting the amount of consideration they will receive or when they will receive it. Those determinations depend on a variety of factors, including, but not limited to, whether we are able to close the Asset Sale; any amendment to the Asset Purchase Agreement resulting from the failure to satisfy any condition to closing; if operating results of the Company are less favorable than currently estimated by management; the amount we will be required to pay to satisfy unknown or contingent liabilities in the future; the cost of operating our business through the date of our final liquidation; general business and economic conditions; and other matters.

For the foregoing reasons, there can be no assurance as to the timing and amount of distributions to members.

Following the closing of the Asset Sale, we will continue to incur significant expenses and administrative burdens as a public company despite our revenue being significantly lower, which could have an adverse effect on our business, financial condition and results of operations.

Following the closing of the Asset Sale, we will continue to incur significant legal, accounting, administrative and other costs and expenses as a public company which will reduce the amount of the distributions to our members.

The amount of net proceeds that we receive from the Asset Sale is subject to decrease.

As consideration for the Company's sale to Buyer of substantially all of our assets and the Company's other covenants and obligations under the Asset Purchase Agreement, Buyer will pay a cash purchase price of $210,000,000, subject to certain upward or downward adjustments related to working capital of the Business and certain downward adjustments related to indebtedness and selling expenses (the "Purchase Price"). In addition, the amount of $1,260,000 is to be set aside to be used for potential indemnification obligations that might be owed by the Company to Buyer under the Asset Purchase Agreement and the amount of $5,000,000 will be set aside out of the Purchase Price to be paid to Buyer in the event of a working capital adjustment resulting in a lower Purchase Price, to the extent of the amount of such adjustment. Further, the Buyer will assume certain of our liabilities as specified in the Asset Purchase Agreement.

The amount of the working capital of the Business at any given point in time is dependent upon a number of factors beyond our control. If the working capital of the Business at the closing of the Asset Sale is less than $11,086,470, the net proceeds we will receive in connection with the Asset Sale will be decreased on a dollar-for-dollar basis, in addition to reductions with respect to our indebtedness and selling expenses at the closing of the Asset Sale. There can be no assurance that the closing working capital of the Business will be at or above $11,086,470, and that we will receive the full $210,000,000 purchase price.

Even if the Asset Sale is completed, we cannot provide any assurances that we will realize the benefits we currently anticipate from the Asset Sale.

We cannot provide any assurances that we will realize the benefits we currently anticipate from the Asset Sale, as more fully described in the section of this Proxy Statement entitled "Proposal No. 1 - The Asset Sale Proposal - Recommendation of the Board; Reasons for the Asset Sale" beginning on page 21. Any failure to realize the benefits we currently anticipate from the Asset Sale could have a material adverse impact on our future operating results and financial condition.

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The tax treatment of the Asset Sale and any subsequent cash distribution should be relatively consistent from member to member as to the character of any gain or income but may vary, and the discussions in this proxy statement regarding such tax treatment are general in nature. You should consult your own tax advisor instead of relying on the discussions of tax treatment in this proxy statement for tax advice.

We have not requested a ruling from the Internal Revenue Service ("IRS") with respect to the anticipated tax consequences of the Asset Sale and any subsequent cash distribution, and we will not seek an opinion of counsel with respect to the anticipated tax consequences of this transaction. If any of the anticipated tax consequences described in this proxy statement prove to be incorrect, the result could be increased taxation at the member level, thereby reducing the benefit to our members and us from the Asset Sale. Tax considerations applicable to particular members may vary with and be contingent upon the member's particular circumstances.

Members should anticipate recognizing taxable capital gain and/or ordinary income for federal income tax purposes from the Asset Sale, followed by a non-taxable cash distribution.

As a result of the Asset Sale, for federal income tax purposes, it is anticipated that the Asset Sale will be recognized by the Company as a taxable transaction resulting in capital gain and/or ordinary income depending on the mix of assets sold and the allocation of the sales price among those assets. This gain and income (and any loss) will then be passed through to the members, generally on a pro rata basis in proportion to their ownership of membership units.

Although the Company intends to distribute cash to its members after the Asset Sale, the Company has not yet determined the amount of the cash distribution(s), and will make that decision following the closing of the Asset Sale, after considering the Company's cash resources, its anticipated future working capital needs and obligations, other potential uses of the proceeds of the transaction, and applicable legal requirements.

Any such cash distribution should not be taxable to a member, as distributions will simply reduce a member's tax basis in its membership units that was increased by the allocation of income and gain from the Asset Sale.

Members may not be able to recognize a loss for federal income tax purposes until they receive a final distribution from us.

As a result of the liquidation of the Company, for federal income tax purposes, members will recognize gain or loss equal to the difference between (a) the sum of the amount of cash distributed to them and the aggregate fair market value of any property distributed to them, and (b) their tax basis for their holdings in the Company. A member's tax basis in their holdings in the Company will depend upon various factors, including the member's cost and the amount and nature of any distributions received with respect thereto. Any loss generally will be recognized only when the final distribution from us has been received, and if the member is still the owner of his, her, or its membership units the Company.

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THE SPECIAL MEETING

Meeting, Place and Time

The Board is asking for your proxy for use at the Special Meeting on [Day of Meeting], [Meeting Date] and at any adjournment or postponement thereof. The Special Meeting will be held at the Bismarck Hotel & Conference Center, 800 S 3rd Street, Bismarck, North Dakota 58504. Registration for the Special Meeting will begin at 11:00 a.m. with a meal served at 12:00 p.m. and the Special Meeting commencing at approximately 1:00 p.m.

Purposes of the Meeting

The Board has authorized, and unanimously recommends for your approval at the Special Meeting, the following matters:

Proposals	Description	Board Recommendation
No. 1	Approval of the Asset Sale by the Company of substantially all of its assets pursuant to the Asset Purchase Agreement	FOR
No. 2	Approval of an amendment to the Articles of Organization of the Company to change its name to _________, or such other name approved by the Board	FOR
No. 3	Adjournment or postponement of the Special Meeting, if necessary or appropriate, to solicit additional proxies if there are insufficient votes at the time of the Special Meeting to approve the Asset Sale	FOR

Our members will vote on these matters separately. If Proposal 1 is not approved by the members or if the Asset Sale does not close, the Board will not implement Proposal 2 even if it is approved by the members.

No member proposals will be able to be made or acted upon at the Special Meeting, and no member action will otherwise be able to be taken at the Special Meeting, other than voting on the above proposals.

Record Date and Membership Units Entitled to Vote

Our Board has fixed [Record Date] as the Record Date for the determination of our members entitled to notice of, and to vote at, the Special Meeting and any adjournments thereof. Only holders of record of our membership units on the Record Date may vote at the Special Meeting. There were 40,148,160 outstanding membership units on the Record Date. This means there is a total of 40,148,160 votes on any matter presented to the members.

Proxy Solicitation; Expenses of the Solicitation

The enclosed proxy is solicited by the Board. The Company may use its officers, governors and employees (without providing them with additional compensation) to solicit proxies from members in person or by telephone, facsimile, email or letter.

We will be responsible for paying the proxy solicitation related fees and expenses, consisting primarily of fees and expenses of our attorneys, the costs of printing and mailing the proxy statements to our members and other related charges. We intend to pay the expenses of the proxy solicitation with working capital. We estimate that our expenses will total approximately $97,151. This amount consists of the following estimated fees and does not take into account salaries and wages of our employees and officers who may be assisting with the proxy solicitation:

Description	Estimated Amount
Legal Fees and Expenses	$53,000
Printing and Mailing Fees	$12,000
SEC Filing Fee	$32,151
TOTAL	$97,151

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The entire cost of this proxy solicitation will be borne by the Company. The cost will include the cost of supplying necessary additional copies of the solicitation materials for beneficial owners of membership units held of record by brokers, dealers, banks and voting trustees and their nominees and, upon request, the reasonable expenses of such record holders for completing the mailing of such materials and reports to such beneficial owners.

Note about this Proxy Statement; Availability of Proxy Materials

This document constitutes a proxy statement under Section 14(a) of the Exchange Act and a notice of meeting with respect to the Special Meeting. This proxy statement does not constitute the solicitation of a proxy in any jurisdiction in which, or from any person to whom, it is unlawful to make any such offer or solicitation in such jurisdiction.

As permitted under the rules of the SEC, this proxy statement incorporates by reference important business and financial information about the Company from other documents filed with the SEC that are not included in or delivered with this proxy statement. You can obtain any of the documents incorporated by reference into this proxy statement from:

•The SEC's website, http://sec.gov/edgar/search, by searching for the Company, Red Trail Energy, LLC without charge;

•You may also obtain any of the documents incorporated by reference into this proxy statement from the Company without charge as follows: (i) by calling our office at (701) 974-3308 or toll free at (855) 974-3308, to request documents; (ii) by written request at Red Trail Energy, LLC at P.O. Box 11, Richardton, ND 58652; (iii) by emailing at [email protected] to request documents; or (iv) by requesting documents on our website at http://www.redtrailenergy.com.

In order to receive timely delivery of requested documents in advance of the Special Meeting, your request should be received no later than five business days before the date of the Special Meeting, which means your request should be received no later than [Five Days Before Special Meeting]. If you request any documents, the Company will mail them to you by first class mail, or another equally prompt means, after receipt of your request.

Quorum and Votes Required

The representation in person or by proxy of members holding a majority of the voting power of the membership interests entitled to vote at the Special Meeting will constitute a quorum for the transaction of business at the Special Meeting. Approval of the Asset Sale requires the affirmative vote of members holding a majority of the outstanding membership units entitled to vote at the Special Meeting where a quorum is present. Therefore, in order for the Asset Sale to be approved, the Company must receive the affirmative vote of members holding at least 20,074,081 Units.

In connection with the Asset Purchase Agreement, each member of the Board as well as Gerald Bachmeier entered into a Voting Agreement in favor of the Parent and Buyer where they agreed to vote their membership units in favor of the Asset Purchase Transaction. They hold an aggregate of 4,860,587 membership units, meaning the Company must receive the affirmative vote of outside members holding at least 15,213,494 membership units for the Asset Sale to be approved.

Approval of the Name Change Proposal requires the affirmative vote of members holding a majority of the membership units represented at the Special Meeting where a quorum is present and entitled to vote, which is a lower threshold than required for the approval of the Asset Sale, however, the Name Change Proposal will not be adopted by the Company if the Asset Sale is not approved.

Approval of the Proposal to Adjourn or Postpone the Special Meeting requires the affirmative vote of the members holding a majority of the membership units represented at the Special Meeting where a quorum is present and entitled to vote.

If you abstain from voting, it will have the effect of a vote "AGAINST" the Sale Proposal, the Name Change Proposal and the Adjournment Proposal. However, each fully executed proxy card will be counted for purposes of determining whether a quorum is present at the Special Meeting.

Voting and Revocability of Proxies

You may vote your membership units in person by attending the Special Meeting, or by returning your completed proxy card by mailing it to the Company at P.O. Box 11, Richardton, ND 58652, by faxing it to the Company at (701) 974-3309 or by scanning and emailing your completed proxy card to [email protected]. No matter which method you chose to submit your proxy card to the Company, to be certain that your membership units will be represented at the Special Meeting,

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your proxy card should be received by the Company by 4:00 p.m. on [Day of Return Proxy], [Return Proxy Date]. However, proxy cards may still be accepted by the Company in person at the Special Meeting or at any time prior to the polls closing.

You may revoke your proxy by giving written notice of the revocation prior to the Special Meeting to our CFO, Joni Entze, at the Company's offices at P.O. Box 11, 3682 Highway 8 South, Richardton, ND 58652 or at the commencement of the Special Meeting. You may also revoke your proxy in person by attending the Special Meeting and voting in person.

Authority to Adjourn or Postpone the Meeting to Solicit Additional Proxies

We are also asking you to grant full authority for the Special Meeting to be adjourned or postponed, if our Board determines it is necessary or appropriate, for the purpose of soliciting additional proxies to approve the proposals presented in this proxy statement.

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BUSINESS OF THE COMPANY

The Company was formed as a North Dakota limited liability company in July of 2003, for the purpose of constructing, owning, and operating a 65 million gallon annual name-plate capacity ethanol plant near Richardton, North Dakota in western North Dakota. Our primary product, which we began producing in January 2007, is fuel-grade ethanol which we manufacture from corn purchased primarily from our members and other third party producers. Initially a coal-fired plant, the energy source for our ethanol plant is currently natural gas.

The principal co-product of the ethanol production process is distillers grains, a high protein, high energy animal feed supplement. We produce two forms of distillers grains: distillers dried grains and modified distillers grains. In March 2012, we began separating corn oil for sale. The primary uses of the corn oil that we produce are for animal feed, industrial uses, and biodiesel production. We market nearly all of our products through a professional third party marketer which are predominantly sold through normal and established domestic markets. Our products are primarily shipped by rail and by truck.

During our 2022 fiscal year, the Company completed construction and startup of carbon dioxide capture and sequestration equipment. This equipment allows us to capture and permanently store carbon dioxide from the fermentation process at the ethanol plant into a permitted Class VI well located beneath the facility. This equipment is designed to reduce the carbon intensity score of our ethanol which could open additional higher value ethanol markets. In addition, we receive tax credits associated with the carbon dioxide we capture and store. During our 2023 fiscal year, we began to monetize the carbon capture program through the sale of carbon and tax credits.

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PROPOSAL NO. 1 - THE ASSET SALE PROPOSAL

The following information describes material aspects of the Asset Sale. It is not intended to be a complete description of all information relating to the Asset Sale and is qualified in its entirety by reference to more detailed information contained in the appendices to this document, including the Asset Purchase Agreement which is included as APPENDIX B and is incorporated herein by reference. You are urged to read the appendices including the Asset Purchase Agreement, in their entirety. Capitalized terms used but not defined herein shall have the meanings assigned to them in the Asset Purchase Agreement.

Information about the Parties

The Company owns and operates a 65 million gallon annual name-plate capacity ethanol plant near Richardton, North Dakota in western North Dakota. The Company produces fuel-grade ethanol manufactured from corn, distillers grains, and corn oil for sale. The Company also owns and operates carbon dioxide capture and sequestration equipment which allows the Company to capture and permanently store carbon dioxide from the fermentation process at the ethanol plant into a permitted Class VI well located beneath the facility. The Company was formed as a North Dakota limited liability company in July of 2003. The Company's principal executive offices are located at P.O. Box 11, 3682 Highway 8 South, Richardton, ND 58652 and the Company's telephone number is (701) 974-3308. The Company's website is http://www.redtrailenergy.com.

Gevo, Inc., Richardton CCS, LLC and Net-Zero Richardton, LLC are parties to the Asset Purchase Agreement. Richardton CCS, LLC and Net-Zero Richardton, LLC are wholly owned subsidiaries of Gevo, Inc. (NASDAQ: GEVO).

Gevo's mission is to convert renewable energy and biogenic carbon into sustainable fuels and chemicals with a net-zero or better carbon footprint. Gevo's innovative technology can be used to make a variety of products, including sustainable aviation fuel, motor fuels, chemicals, and other materials. Gevo's business model includes developing, financing, and operating production facilities for these renewable fuels and other products. It currently runs one of the largest dairy-based renewable natural gas facilities in the United States. It also owns the world's first production facility for specialty alcohol-to-jet fuels and chemicals. Gevo emphasizes the importance of sustainability by tracking and verifying the carbon footprint of their business systems through its Verity subsidiary. Gevo's subsidiaries, R-CCS and NZ-R, were recently formed for the purpose of engaging in the proposed transaction.

Gevo's mailing & principal executive office is located at: 345 Inverness Drive South, Building C, Suite 310, Englewood, Colorado 80112. Gevo's telephone number is: (303) 858-8358. Gevo's website is http://www.gevo.com.

General Description of the Asset Sale

We have entered into an Asset Purchase Agreement with Parent and Buyer that provides that we will sell to Buyer substantially all of our assets relating to the operation of our Business. The Asset Sale and the terms and provisions of the Asset Purchase Agreement were unanimously approved by the Board. The Board is recommending that the members of the Company approve the Asset Sale at the Special Meeting.

Background of the Asset Sale

Unsolicited Offer; NDA

In late January 2024, Mark Fisler ("Fisler"), an Advisor to Parent and Buyer, expressed an interest in acquiring the Company to Gerald Bachmeier ("Bachmeier"), an advisor to the Company's Board. Bachmeier and Fisler discussed the mutual benefits of the acquisition.

On January 25, 2024 Fisler sent to Bachmeier a proposed Non-Disclosure and Confidentiality Agreement between the Company and Parent ("NDA").

On January 26, 2024, the Company's legal counsel reviewed the NDA.

On February 5, 2024, Eric Ouyang ("Ouyang") an Advisor to Parent, sent to Jodi Johnson ("Johnson"), Chief Executive Officer of the Company, an updated NDA which was reviewed by the Company's legal counsel.

On February 12, 2024, E. Cabell Massey ("Massey"), Vice President, Legal and Corporate Secretary of Parent, on behalf and in the name of Parent, and Johnson, on behalf and in the name of the Company, executed the NDA.

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Initial Discussions with the Buyer; Due Diligence Process

On February 13, 2024, Christopher Ryan ("Ryan"), President and Chief Operating Officer of Parent, Michael LaFollette ("LaFollette"), Director Business Development of Parent, Leke Agiri ("Agiri"), Vice President of Finance of Parent, Alex Toro ("Toro"), Process Engineering Director of the Parent, Robby Dooman ("Dooman"), Business Development Economic Analyst of Parent, Fisler, and Ouyang (Ryan, LaFollette, Agiri, Toro, Dooman, Fisler and Ouyang are collectively referred to herein as "Buyer Parties") met with Bachmeier, Johnson, and Kent Glasser ("Glasser"), Plant Manager of the Company to tour the Company, discuss the acquisition and request financial and operational information of the Company. Johnson created a data room for the collection and sharing of due diligence materials and granted access to Buyer Parties, other employees of Parent, and other advisors to Parent and Buyer.

On February 22, 2024, Ouyang sent to Johnson a due diligence request and checklist and reiterated Parent's interest in acquiring the Company.

On February 29, 2024, Johnson began sharing information in the data room.

On March 6, 2024, Ryan, on behalf and in the name of Parent, executed a proposed Preliminary Non-Binding Indication of Interest ("IOI") and circulated to the Company to be entered into by and between the Company and Parent.

On March 7, 2024, Bachmeier contacted Johnson and the Acquisition Committee of the Company's Board (the "Acquisition Committee"), to inform the Acquisition Committee of the proposal, evaluate the opportunity, review the IOI received from Parent and make a recommendation to the Board regarding the IOI.

On March 11, 2024, the Acquisition Committee met concerning the IOI. A decision was made to recommend the Board move forward with approving the IOI.

On March 13, 2024, the Board held a meeting to discuss the IOI and authorized Johnson to execute the IOI on behalf of the Company. A resolution was adopted to suspend trading of the Company's membership units. Johnson, on behalf of and in the name of the Company, executed the IOI and delivered a fully executed copy to Buyer Parties.

On March 14, 2024, the Company suspended trading of the Company's membership units and filed a Current Report on Form 8-K with the SEC.

On March 17, 2024, Ryan executed an Exclusivity Agreement and circulated to the Company to be entered into by and between the Company and Parent.

On March 19, 2024, Johnson, on behalf of and in the name of the Company, executed the Exclusivity Agreement and delivered the fully executed copy of the Exclusivity Agreement to Parent.

On March 22, 2024, a working call was held with Buyer Parties to discuss financial diligence topics. Johnson collected due diligence materials and populated the data room.

On March 25, 2024, Buyer Parties requested an on-site meeting to discuss plant due diligence items and perform a tour of the site. Johnson collected due diligence materials in advance of the site visit.

On April 1, 2024 through April 5, 2024, Buyer Parties held due diligence meetings at the Company.

On April 4, 2024, April 9, 2024, April 10, 2024, Buyer Parties shared new due diligence requests with the Company and requests to grant access to additional individuals.

On April 17, 2024 and April 18, 2024, Buyer Parties and the Company held virtual due diligence meetings at the Company. Johnson collected due diligence materials in advance of the site visit.

On April 24, 2024, a working call was held with Buyer Parties to discuss financial diligence topics. Johnson collected due diligence materials and populated the data room therewith.

On April 29, 2024, Johnson, Massey and Sheryl Eicholtz-Landis ("Eicholtz-Landis"), Assistant VP for Contracts with the Energy and Environmental Research Center Foundation ("EERC") executed a three-way Confidentiality Agreement and scheduled due diligence meetings.

On April 29, 2024 and May 3, 2024, due diligence calls were held with Buyer Parties, EERC and the Company to discuss due diligence topics. Johnson collected due diligence materials and populated the data room therewith.

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On May 1, 2024, Buyer Parties held a meeting with Company and Renewable Energy Marketing Group, LLC to discuss marketing due diligence items. Johnson collected due diligence materials and populated the date room therewith.

On May 7, 2024, Buyer Parties visited the Company to discuss operational due diligence items.

On May 13, 2024 through May 29,2024, the Company uploaded additional items to the data room and informed Buyer Parties of the availability of additional due diligence materials.

On May 29, 2024, Buyer Parties held a meeting with the Company and the Board. The Board adopted a resolution to negotiate a purchase agreement.

Negotiation of Asset Purchase Agreement; Continued Due Diligence

On June 11, 2024, Buyer Parties delivered to Company a proposed Asset Purchase Agreement and Amendment to Extend Exclusivity to September 30, 2024. The proposed Asset Purchase Agreement contained an offer to purchase the assets and substantially all of the business of the Company for an aggregate purchase price not to exceed $225,000,000 (cash of $180,000,000 and equity consideration of $45,000,000).

On June 17, 2024, Johnson, on behalf of and in the name of the Company, executed the Amendment to Extend Exclusivity. Johnson delivered the executed copy to Buyer Parties.

On June 18, 2024, Ryan, on behalf of and in the name of Parent, executed the Amendment to Extend Exclusivity and delivered a fully executed copy to the Company. Buyer Parties also delivered to the Company the proposed Net-Zero North Holdco LLC Agreement which would govern the future operations of Net-Zero North Holdco LLC.

On June 19, 2024, Buyer's Counsel reviewed the contents of the data room and identified additional materials that need to be included in the due diligence and delivered to Buyer.

On June 23, 2024, Buyer Parties delivered to the Company the Inventory Methodology Exhibit to be included with the Asset Purchase Agreement.

On July 1, 2024, the Company's counsel submitted a revised draft of the Asset Purchase Agreement to Buyer's Counsel.

On July 11, 2024, the Company's counsel submitted a revised draft of the Net-Zero North Holdco LLC Agreement to Buyer's Counsel.

On July 15, 2024, Buyer Parties and the Company met to negotiate an all cash price of $210,000,000 and remove the equity portion of the consideration, which would also eliminate the need to negotiate the Net-Zero North Holdco LLC Agreement.

On July 22, 2024, Buyer's Counsel submitted to the Company's counsel a revised draft of the Asset Purchase Agreement.

On July 29, 2024 and August 1, 2024, Buyer Parties and Johnson held working calls to discuss financial due diligence items.

On August 5, 2024, Buyer Parties and Johnson spoke about the due diligence process, reviewed the due diligence request and checklist and cataloged the items requiring responsive materials and further information. In the week following August 5, 2024, the Company continued to upload materials to the data room in response to various due diligence requests from Buyer Parties.

On August 13, 2024, the Company's counsel submitted the next draft of the Asset Purchase Agreement to Buyer Parties and a draft of the disclosure schedules.

On August 15, 2024, Buyer Parties submitted to the Company the draft Target Working Capital Calculation.

On August 16, 2024, Johnson and Buyer Parties confirmed everything on the checklist had been shared in the data room.

During the week of August 19, 2024, the Company worked on updating disclosure schedules.

On August 25, 2024, Buyer's counsel submitted a revised draft of the Asset Purchase Agreement to the Company.

On August 27, 2024, Buyer's counsel submitted a revised draft of the Form of Voting Agreement.

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On August 28, 2024, the Company submitted a revised draft of the disclosure schedules to Buyer Parties.

On August 29, 2024, the Company's counsel responded to questions on disclosure schedules from Buyer's counsel, Buyer Parties submitted to Johnson an updated Inventory Methodology Exhibit, and Buyer's counsel submitted to the Company's counsel a revised Asset Purchase Agreement.

On August 30, 2024, Johnson submitted to Buyer Parties an updated Inventory Methodology Exhibit.

On September 3, 2024, the Company's counsel submitted a revised draft of disclosure schedules to Buyer's counsel.

On September 6,2024, Buyer's counsel submitted a revised draft of disclosure schedules to the Company's counsel.

On September 9, 2024, the Company's counsel submitted a revised draft of disclosure schedules to Buyer's counsel.

Execution of Asset Purchase Agreement; Public Announcement

On September 10, 2024, the Company, Parent and Buyer executed the Asset Purchase Agreement.

On September 12, 2024, the Parent and Buyer announced the transaction to the public, via a press release.

Consideration Offered to the Company

As consideration for the Company's sale to Buyer of substantially all of our assets and the Company's other covenants and obligations under the Asset Purchase Agreement, Buyer will pay a cash purchase price of $210,000,000, subject to certain upward or downward adjustments related to working capital of the Business and certain downward adjustments related to indebtedness and selling expenses. In addition, the amount of $1,260,000 is to be set aside to be used for potential indemnification obligations that might be owed by the Company to Buyer under the Asset Purchase Agreement.

The purchase price is subject to upward or downward adjustments if working capital of the Business is less than $11,086,470 at the time of closing which may result in the final purchase price being less. The amount of $5,000,000 will be set aside out of the purchase price to be paid to Buyer in the event of a working capital adjustment resulting in a lower purchase price and to the extent of the amount of such adjustment.

In addition to the cash consideration, Buyer will assume certain of our liabilities.

Recommendation of the Board; Reasons for the Asset Sale

The Board unanimously approved the Asset Sale and the terms and provisions of the Asset Purchase Agreement and recommends approval thereof by the Company's members. In making the determination to approve and to recommend the Asset Sale for approval by the Company's members, the Board followed a lengthy process during which the Board consulted with management and financial, accounting, tax and legal advisers. The Board carefully considered the terms of the Asset Purchase Agreement and the risks, timing, viability and potential impact to our members of the strategic alternatives potentially available to us. The Board believes that the Asset Sale is in the best interests of, and fair to, the Company and its members.

In reaching its decision to unanimously approve the Asset Purchase Agreement and to recommend that our members vote to approve the Asset Sale, our Board in consultation with our management and financial, accounting, tax and legal advisors, considered a number of factors, including, but not limited to, the risks described in the section titled "Risk Factors" beginning on page 10 of this proxy statement, as well as the following factors. The Board believes that the Asset Sale is in the best interests of, and fair to, the Company and its members. In particular, the Board considered the following factors in making its determinations and recommendations:

•our Board's understanding of and familiarity with, and discussions with our management regarding, the business, operations, management, financial condition, operating losses and future business prospects for the Company;

•the value of the consideration to be received by the Company pursuant to the Asset Purchase Agreement;

•the Asset Sale represents a unique opportunity for all members of the Company to realize the full value of their ownership stake in the Company in cash from the consummation of single transaction rather than waiting for the current illiquid, inefficient market in the Company's membership units to offer the same opportunity;

•likelihood that the Asset Sale will be completed, including the reasonableness of the conditions to the Asset Purchase Agreement and the likelihood that member approval necessary to complete the Asset Sale will be obtained; and

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•that the Asset Sale is subject to approval of holders of at least a majority of the voting power of all outstanding membership units entitled to vote, which ensures that our Board will not be taking action without the support of a significant portion of our members.

Our Board of Directors also considered potential drawbacks or risks relating to the Asset Sale, including the following risks and potentially negative factors, but determined that these potential risks and factors were outweighed by the expected benefits of the Asset Sale:

•Buyer's obligation to consummate the Asset Sale is conditioned on Buyer obtaining financing;

•the incurrence of significant costs and expenses in connection with attempting to complete the Asset Sale, including legal, accounting and other costs;

•the fact that the assets being sold include substantially all of our assets;

•the fact that the Asset Sale must be completed by the Outside Date;

•the terms of the Asset Purchase Agreement prohibit us from considering an alternative strategic transaction;

•one or more third parties could assert claims against us, either before or after the closing, and seek damages or other remedies, and we might be required to spend substantial time and resources defending any such claims, and any amounts paid to any such third parties would reduce the net amount received from the Asset Sale;

•the fact that following the closing, our member's ability to sell their membership units will be limited;

•that, under North Dakota, appraisal and dissenter rights are not provided to members in connection with the Asset Sale; and

•that certain of our officers may have interests with respect to the Asset Sale in addition to their interests as members generally.

The preceding discussion is not intended to be an exhaustive description of the information and factors considered by our Board, but it addresses the material information and factors considered. In view of the variety of factors considered in connection with its evaluation of the Asset Purchase Agreement, our Board did not find it practical and did not quantify or otherwise attempt to assign relative weight to the specific factors considered in reaching its conclusions. In addition, our Board did not undertake to make any specific determination as to whether any particular factor, or any aspect of any particular factor, was favorable or unfavorable to its ultimate determination, but rather conducted an overall analysis of the factors described above. In considering the factors described above, individual members of our Board may have given different weight to different factors.

At this time, our Board has considered all the strategic alternatives available to the Company and has determined that, upon consummation of the Asset Sale, or even if such Asset Sale is not consummated, the Asset Sale is in the best interests of, and fair to, the Company and its members.

In connection with the Asset Purchase Agreement, each member of the Board as well as Gerald Bachmeier entered into a Voting Agreement in favor of the Parent and Buyer. Pursuant to the terms of the Voting Agreement, the Board and Mr. Bachmeier agreed that each would appear at the Special Meeting, either in person or by proxy, and vote in favor of the Asset Purchase Transaction. The Voting Agreement relates to the members of the Board and Mr. Bachmeier's interests as members of the Company, and not in their positions as members of the Board or Mr. Bachmeier's position as an advisor to the Company. In addition, the Board and Mr. Bachmeier agreed not to transfer their interests in their respective membership units prior to the vote.

Interests of Certain Persons in the Asset Sale

Our executive officers may be deemed to have interests in the Asset Sale that may be different from or in addition to those of our members, generally due to their expectation of employment following the Asset Sale. In particular, our Chief Executive Officer, Jodi Johnson, is a Key Person under the Asset Purchase Agreement and has been offered full-time employment with the Parent as Plant CFO after closing subject to consummation of the Asset Sale. The acceptance of employment by Ms. Johnson with the Parent is a condition to Buyer's obligation to complete the Asset Sale. The terms of that arrangement are expected to include an annual base salary of approximately $166,000, eligibility for a discretionary annual incentive payout in cash targeted at 20% of base salary, and eligibility for a discretionary annual incentive payout in equity. Ms. Johnson is also expected to be paid a one-time retention bonus of $22,000 payable following the six-month anniversary of her first day of employment with Parent and an initial equity award of 10,000 shares of restricted common stock vesting over three years and stock options to purchase 10,000 shares of common stock.

In addition, pursuant to her employment agreement with the Company, Ms. Johnson will receive a severance payment of approximately $105,000 from the Company as a result of her termination in connection with the closing of the Asset Sale.

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These interests by our executive officers may create a potential conflict of interest.

Debt Financing

The Asset Sale is subject to and contingent upon Buyer receiving Debt Financing for the purpose of funding the transactions contemplated by the Asset Purchase Agreement upon terms satisfactory to Parent and Buyer in their sole discretion. We have agreed to use reasonable best efforts to take certain actions to assist Buyer in its efforts to obtain the Debt Financing.

Fairness of the Asset Sale

We have not received any report, opinion or appraisal from an outside party that is materially related to the Asset Sale. However, the Board believes that the Asset Sale is in the best interests of, and fair to, the Company and its members.

Regulatory Approvals; Third Party Consents

The Asset Sale is subject to and contingent upon compliance with the HSR Act. Buyer and the Company have agreed to, within ten Business Days after the execution of the Asset Purchase Agreement, file with the United States Federal Trade Commission ("FTC") and the United States Department of Justice ("DOJ") the required Notification and Report Form pursuant to the HSR Act and related requirements and to promptly submit and otherwise provide any supplemental information requested in connection therewith pursuant to such Applicable Laws. The Notification and Report Form has not yet been submitted by the Company or Buyer.

The Asset Sale is also contingent on approval of our members and obtaining certain third-party consents required to effectively transfer ownership of the assets of the Company and certain contracts, including but not limited to, consents from our landlords for real estate that we lease, consents from certain of our vendors for services provided to the Company, consents from certain of our customers to transfer over our contract to the Buyer and consents from Renewable Products Marketing Group, LLC ("RPMG") to redeem our current equity interest in RPMG. We have agreed to use our reasonable best efforts to obtain such consents.

Further, the Buyer will need to have obtained several permits in order to operate the Business after the closing, including but not limited to, a permit for carbon dioxide injection from the State of North Dakota. The Company cannot ensure that the Buyer will be able to obtain these permits.

Effects of the Asset Sale

If we complete the Asset Sale, we will cease our current business and will no longer have any operating assets, other than cash. We will use a portion of our cash to satisfy our liabilities and transactions costs. Of the remaining cash, it is anticipated that a significant portion will be distributed to the members shortly after the closing of the Asset Sale in the form of an initial distribution payment (with potential subsequent distributions thereafter). However, the amount and timing of distributions to members will be determined by the Board in its discretion. We will retain a portion of our cash to fund our ongoing costs and members will not know at the time of voting the amount of consideration they will receive or when they will receive it.

Accounting Treatment; Certain U.S. Federal Income Tax Considerations

The following discussion summarizes certain material U.S. federal income tax considerations of the Asset Sale and any subsequent cash distribution to the members. This discussion is based upon the provisions of the Internal Revenue Code, the Treasury Regulations promulgated thereunder and judicial and administrative rulings, all as in effect as of the date of this proxy statement and all of which are subject to change or varying interpretation, possibly with retroactive effect. Any such change could affect the accuracy of the statements herein. Moreover, the Company has not requested a ruling from the IRS in connection with this transaction. Accordingly, the discussion below neither binds the IRS nor precludes it from adopting a contrary position. No opinion of counsel has been or will be rendered with respect to the anticipated income tax consequences of the Asset Sale or any transaction related thereto.

This discussion assumes that members hold their membership units as capital assets within the meaning of Section 1221 of the Internal Revenue Code (generally, property held for investment). This discussion does not address all aspects of federal income taxation that may be relevant to a member in light of that member's particular circumstances, nor does it discuss any special considerations applicable to members subject to special treatment (such as financial institutions, broker-dealers, mutual funds, partnerships or other pass-through entities and their partners or members, tax-exempt organizations, insurance companies, real estate investment trusts, personal holding companies, regulated investment companies, dealers in securities or

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foreign currencies, traders in securities, controlled foreign corporations, passive foreign investment companies, U.S. expatriates, members who hold membership units as part of a hedge, straddle, constructive sale, or conversion transaction, or members whose functional currency is not the U.S. dollar). This discussion does not address any aspect of foreign, state, local, alternative minimum, estate, gift, or other tax law that may be applicable to a holder. We intend this discussion to provide a general summary of certain material federal income tax consequences to members of the Asset Sale and any subsequent cash distribution to them. This is not intended to be a complete analysis or description of all potential federal income tax consequences.

THE TAXATION OF MEMBERS IN LIMITED LIABILITY COMPANIES IS COMPLEX. THE U.S. FEDERAL INCOME TAX DISCUSSION SET FORTH HEREIN IS INCLUDED FOR GENERAL INFORMATION PURPOSES ONLY AND IS NOT A COMPLETE ANALYSIS OR DISCUSSION OF ALL POTENTIAL TAX CONSEQUENCES RELEVANT TO COMPANY MEMBERS. THE TAX CONSEQUENCES OF THE ASSET SALE OR ANY DISTRIBUTIONS ON THE COMPANY UNITS MAY VARY DEPENDING UPON THE PARTICULAR CIRCUMSTANCES OF EACH MEMBER. YOU SHOULD CONSULT YOUR TAX ADVISOR CONCERNING THE FEDERAL, STATE, LOCAL, FOREIGN OR OTHER TAX CONSEQUENCES TO YOU OF THE ASSET SALE OR ANY DISTRIBUTIONS ON COMPANY UNITS, INCLUDING THE CONSEQUENCES OF THE U.S. FEDERAL INCOME TAX LEGISLATION INFORMALLY REFERRED TO AS THE TAX CUTS AND JOBS ACT.

For purposes of this discussion, the term "U.S. holder" means a beneficial owner of membership units that, for federal income tax purposes, is or is treated as any of the following:

•an individual who is a citizen or resident of the U.S.;

•a corporation, or other entity taxable as a corporation for federal income tax purposes, created or organized in or under the laws of the U.S., any state thereof, or the District of Columbia;

•an estate the income of which is subject to federal income tax regardless of its source; or

•a trust if (i) it is subject to the primary supervision of a U.S. court and one or more U.S. persons have the authority to control all substantial decisions of the trust or (ii) it has a valid election in effect to be treated as a U.S. person for federal income tax purposes.

A "non-U.S. holder" is a beneficial owner (other than a partnership or any entity or arrangement treated as a partnership for federal income tax purposes) of membership units that is not a U.S. holder.

General

Distributive Shares

The Company is classified as a partnership for federal income tax purposes and as such is not subject to entity level income tax on its earnings; instead it allocates its income, gain, loss, deductions and credits to the Company's members who must take into account their allocable share of the income or loss on their separate returns. Each member will continue to report on its federal income tax return its distributive share of the Company's items of income, gain, loss, deduction, and credit for the taxable year, whether or not amounts of cash or other property representing these distributive shares have been actually distributed to it.

It is anticipated that the Asset Sale will be recognized by the Company as a taxable transaction resulting in capital gain and/or ordinary income depending on the mix of assets sold and the allocation of the sales price among those assets. This gain and income (and any loss) will then be reported to the members on the Company's income tax return and related Schedule K-1s for the year in which the transaction is completed, which is expected to be 2024. Gains and income (and any losses) will be reported to the members, generally on a pro rata basis in proportion to their ownership of membership units subject to special allocation provisions in the Company's Amended and Restated Operating Agreement. Members will be required to treat the Company's tax items consistently with their treatment on the information tax returns filed by the Company unless the member discloses the inconsistency.

We do not expect closing of the Asset Sale to affect the federal income tax rules applicable to your investment in the Company, and the Company should continue to be treated as a partnership for federal income tax purposes.

The Company expects to recognize approximately [$_____] in ordinary income and approximately [$_____] in capital gains pursuant to the Asset Sale. The ordinary income is related to the assets the Company liquidates for sale to customers in the ordinary course of business; any gain or loss on these sales would be considered ordinary income or loss. In addition, the sale of business assets depreciated as personal property will be subject to recapture of accumulated depreciation to the extent the tax basis of these is less than its original purchase price, possibly resulting in ordinary income treatment.

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Allocations

The Company expects the average ordinary income to be approximately [$_____] per unit and capital gain income of [$_____] per unit, respectively, for tax year 2024, resulting from transactions pursuant to the Asset Sale. These allocations of income and gain should be taxable to the members and will also increase the members' tax basis in their membership units.

The Company has, however, obtained capital contributions at various points in its history. Pursuant to these capital contributions, allocations of income and loss based on the economic contributed values may vary upon the disposition of assets from the underlying Asset Sale. These economic allocations of income or loss through the "flow through" distributive shares do not change the fundamental allocation of distributions that are pursuant to the economic interests of the members on a unit by unit basis. The Company will make regulatory special allocations for income tax purposes as required, and in accordance with the Amended and Restated Operating Agreement. The special allocations are generally made pursuant to the rules under Section 704(c). The special Section 704(c) and reverse Section 704(c) allocations are generally designed to account for differences in gross asset value and the underlying tax basis in Company assets at the time when new Units are issued, unit redemptions, or other events where a revaluation is required by or is consistent with the Treasury regulations Adjustments are made only if necessary to reflect the relative economic interests of the Unit holders. The special tax allocations are not intended to have economic effect, however, generally must be taken into account by the members, where applicable.

Distributions

Although the Company intends to make a cash distribution to its members, the Company has not yet determined the amount of the cash distribution(s), and will make that decision following the closing of the Asset Sale, after considering the Company's cash resources, its anticipated future working capital needs and obligations, other potential uses of the proceeds of the transaction, and applicable legal requirements. If the Company declares a distribution, the distribution of cash (or other property) generally may be received by a member without taxation, as distributions will simply reduce a member's tax basis in its membership units that was increased by the allocation of income and gain from the Asset Sale. In some circumstances, however, distributions are taxable. Cash distributed in excess of a member's adjusted tax basis in its interest in the Company generally would be treated as gain from the sale or exchange of that interest.

A final and liquidating distribution of cash in an amount less than a member's adjusted tax basis in its interest in the Company generally would be treated as a loss from the sale or exchange of that interest. Any such gain or loss resulting from a distribution generally would be treated as a capital gain or loss. A capital gain recognized by non-corporate members who will have held their interests for more than one year may qualify for lower federal income tax rates. If the Company distributes any asset, other than marketable securities, in-kind to any or all of its members, generally no gain would be recognized by a member until the member disposes of the asset. A member's adjusted tax basis in its interest is generally equal to the member's contributions to the capital of the Company, plus its distributive share of the Company's income and gains, minus the Company's distributions to it and its distributive share of the Company's deductions and losses.

Tax Consequences to Non-U.S. Holders

FOREIGN CORPORATIONS, PERSONS, OR ENTITIES WHO ARE NOT CITIZENS OR RESIDENTS OF THE UNITED STATES SHOULD CONSULT THEIR TAX ADVISORS WITH RESPECT TO THE U.S. AND NON-U.S. TAX CONSEQUENCES OF THE ASSET SALE.

Foreign Account Tax Compliance Act

Sections 1471 through 1474 of the Internal Revenue Code and the Treasury regulations thereunder (commonly referred to as "FATCA"), impose a 30% withholding tax on payments of distributions on membership units and, for dispositions after December 31, 2018, payments of gross proceeds from the sale, exchange, redemption, or other disposition of Company membership units to "foreign financial institutions" (as defined under FATCA) as the beneficial owner or an intermediary, and certain other non-U.S. entities unless various U.S. information reporting and due diligence requirements (generally relating to ownership by U.S. persons of interests in or accounts with those entities) have been satisfied or an exemption applies. An intergovernmental agreement between the jurisdiction of a recipient and the U.S. may modify the rules described in this paragraph. You should consult your tax advisor regarding the effect, if any, of the FATCA rules for you based on your particular circumstances.

Appraisal Rights

You have no appraisal or dissenters' rights in connection with the Asset Sale under North Dakota law or under our Amended and Restated Operating Agreement and Amended and Restated Member Control Agreement. However, other rights or actions under North Dakota law or federal or state securities laws may exist for members who can demonstrate that they have been damaged by the Asset Sale. Although the nature and extent of these rights or actions are uncertain and may vary depending upon facts or circumstances, member challenges to actions of the Company in general are related to the fiduciary responsibilities of limited liability company officers and Board and to the fairness of the Asset Sale.

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Vote Required

If a quorum is present at the Special Meeting, approval of the Asset Sale requires the affirmative vote of members holding a majority of the outstanding membership units entitled to vote at the Special Meeting. These votes can be from members that are present in person or represented by proxy at the Special Meeting. Therefore, in order for the Asset Sale to be approved, the Company must receive the affirmative vote of members holding at least 20,074,081 Units.

In connection with the Asset Purchase Agreement, each member of the Board as well as Gerald Bachmeier entered into a Voting Agreement in favor of the Parent and Buyer where they agreed to vote their membership units in favor of the Asset Purchase Transaction. They hold an aggregate of 4,860,587 membership units, meaning the Company must receive the affirmative vote of outside members holding at least 15,213,494 membership units for the Asset Sale to be approved.

If you abstain from voting, it will have the effect of a vote "AGAINST" the Adjournment Proposal. However, each fully executed proxy card will be counted for purposes of determining whether a quorum is present at the Special Meeting.

The Board recommends that you vote "FOR" the Asset Sale.

THE ASSET PURCHASE AGREEMENT

Explanatory Note Regarding the Asset Purchase Agreement

This summary of the Asset Purchase Agreement and related documents delivered in connection with the Asset Purchase Agreement (collectively the "Asset Purchase Agreement") is included to provide you with certain information regarding the principal terms and conditions of the Asset Purchase Agreement, which are further described under and qualified in their entirety by the full text of the Asset Purchase Agreement. Capitalized terms used but not defined herein shall have the meanings assigned to them in the Asset Purchase Agreement.

Neither the Asset Purchase Agreement nor the summary of its material terms included in this section is intended to provide any factual information about Parent, Buyer or the Company. The Asset Purchase Agreement contains representations and warranties and covenants of the parties customary for a transaction of this nature. The representations and warranties contained in the Asset Purchase Agreement were made only for purposes of the Asset Purchase Agreement as of the specific dates therein; were made solely for the benefit of the parties to the Asset Purchase Agreement; may be subject to limitations agreed upon by the contracting parties, made for the purposes of allocating contractual risk between the parties to the Asset Purchase Agreement instead of establishing these matters as facts; and may be subject to standards of materiality applicable to the contracting parties that differ from those applicable to members. Members of the Company are not third party beneficiaries under the Asset Purchase Agreement and should not rely on the representations and warranties or any descriptions thereof as characterizations of the actual state of facts or condition of the parties thereto. Moreover, information concerning the subject matter of representations and warranties may change after the date of the Asset Purchase Agreement, which subsequent information may or may not be fully reflected in the Company's public disclosures. Accordingly, the representations and warranties in the Asset Purchase Agreement should not be relied on by any persons as characterizations of the actual state of facts about Parent, Buyer or the Company at the time they were made or otherwise.

Purchase and Sale of Assets

We have entered into an Asset Purchase Agreement with Parent and Buyer that provides, among other things, that we will sell to Buyer substantially all of our assets relating to the operation of our Business upon closing of the Asset Sale except certain Excluded Assets described below.

Assets Being Sold

Under the terms and subject to the conditions of the Asset Purchase Agreement, we have agreed to sell to Buyer all assets, properties, rights, claims and privileges of the Company of every kind and nature whatsoever including without limitation, the following assets (collectively referred to as the "Acquired Assets"):

•goodwill with respect to the Business;

•all inventory (including merchandise, supplies, raw materials, and work-in-process) with respect to the Business;

•all accounts receivable (including retainage) with respect to the Business;

•all Contracts with respect to the Business other than any Excluded Contract (each such Contract is an "Assumed Contract");

•all Owned Real Property, together with all rights, titles, and interests of the Company in and to the lands and subsurface Reservoirs and Pore Spaces covered or burdened thereby;

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•each Real Property Lease that is listed on Exhibit 1.1(a)(6) to the Asset Purchase Agreement, together with all leasehold improvements and other similar assets, and all rights of the Company under each such Contract;

•all Computer Systems, motor vehicles, furniture and fixtures and all other equipment with respect to the Business, and all software and information technology systems with respect to the Business;

•all the Seller Intellectual Property, including the Company's name, any website and its content and any domain names;

•all Permits with respect to the Business, other than any Permit for which the transfer to a Buyer is prohibited by Applicable Law;

•all customer, supplier and service provider lists and similar information with respect to the Business, all other contact information, mailing lists and similar files with respect to the Business and all other books, reports, databases, information, and other Records with respect to the Business;

•all phones (including cellular and landline), phone numbers, fax numbers, e-mail addresses, postal addresses, and postal boxes with respect to the Business;

•all checks, drafts, and similar instruments of payment with respect to the Business from third parties;

•all prepaid utilities, prepaid rents, prepaid costs and expenses, advance payments and other prepayments, security deposits and other deposits and other similar assets and amounts with respect to the Business paid by or on behalf of the Company;

•all maintenance and capital spares, joints, valves, parts and tools;

•all causes of action or claims of the Company and all rights of the Company under any representation, warranty, guarantee or similar obligation or assurance by any third party with respect to the Business; and

•except as otherwise expressly stated below under "Excluded Assets," all rights relating to causes of action, rights of recovery, rights of set-off, warranty claims, refunds, credits, and other similar rights relating to undertakings of third parties, Encumbrances, and other claims with respect to the Business.

Excluded Assets

Under the terms and subject to the conditions of the Asset Purchase Agreement, the following assets (the "Excluded Assets"), will not be transferred to Buyer and will remain the Company's assets following the closing of the Asset Sale:

•all minute books, ownership records and seals of the Company, other documents relating to the organization and existence of the Company, all Returns of the Company, records of the Company relating to an Excluded Asset, and copies of all other records of the Business;

•all Tax-related identification numbers of the Company;

•all amounts pre-paid by the Company with respect to Taxes and all refunds from Governmental Authorities regarding such Taxes (except to the extent included in Net Working Capital) or any other Excluded Asset;

•each Contract listed in Exhibit 1.1(b)(4) to the Asset Purchase Agreement;

•all amounts owed to the Company from any employee of the Company that arose in connection with such employee's employment with the Company;

•all Employee Plans and assets thereof;

•all insurance policies of the Company and insurance coverage thereunder and any prepaid premiums or deposits with respect to such policies, along with any cash surrender value thereof or right to reimbursement thereunder;

•all bank accounts, cash accounts, investment accounts, derivatives fair value assets (i.e., hedge accounts pertaining to derivative instruments at fair value), deposit accounts, lockboxes, and other similar accounts of the Company;

•all cash and cash-equivalents of the Company, including any restricted cash, cash from any customer deposit or on-site petty cash;

•all credit cards, debit cards, and similar items of the Company;

•all causes of action or claims of the Company and all rights of the Company under any representation, warranty, guarantee or similar obligation or assurance by any third party with respect to the Business, in each case to the extent that such an item is not with respect to an Acquired Asset or Assumed Liability;

•the RPMG Interests;

•all Tax Credits and Incentives related to, or in connection with, the Acquired Assets, generated, created, substantiated, established, earned, issued, claimed, verified, or having the activities or events giving rise to such Tax Credits and Incentives occur, prior to the Effective Time;

•all rights of the Company under the Asset Purchase Agreement;

•all other CO2 that was injected in, on or under any Reservoir or Pore Space, and under the Surface Use and Pore Space Lease Agreements with respect to any period before closing including (i) all proceeds attributable to any such production, (ii) all rights, Tax credits, Claims, refunds, causes of action, or choses in action relating to such production or proceeds (including settlement of take-or-pay disputes), and (iii) leakage of any CO2 from any Reservoir or Pore Space. For the avoidance of doubt, all CO2 injected in, on, or under the Lands before closing that is associated with or derived from ethanol in inventory are Acquired Assets;

•any CORCs in inventory as of closing; and

•nineteen (19) fire suppression barrels.

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Assumption and Transfer of Liabilities

Under the terms and subject to the conditions of the Asset Purchase Agreement, Buyer will assume certain liabilities and obligations (each an "Assumed Liability") relating to our Business as set forth in the Asset Purchase Agreement including each liability and obligation that is:

•scheduled to be performed, in the Ordinary Course of Business of the Company, after closing under the terms of an Assumed Contract, other than any such liability or obligation with respect to such Assumed Contract arising out of, relating to or resulting from, directly or indirectly, any breach, infringement or other tort or other violation of Applicable Law at or prior to closing, product or service defect or failure, or improper selection, use or installation of any product, or representation, warranty, guarantee or similar obligation or assurance made at or prior to closing with respect to any circumstance, event, act or omission;

•with respect to a customer deposit, for the sale of any product to such customer in compliance in all material respects with the applicable Contract, to the extent such liability or obligation is included in Final Net Working Capital; or

•a trade account payable incurred in the Ordinary Course of Business of the Company for an amount that is not past-due, to the extent such liability or obligation is included in Final Net Working Capital.

Upon the terms and subject to the conditions of the Asset Purchase Agreement, all Company liabilities that are not specifically listed as an Assumed Liability (each an "Excluded Liability") will be retained by the Company, including, without limitation:

•any Liability with respect to Seller Product-Related Liability;

•any Affiliate Liability;

•any Employment Liability;

•any Environmental Liability;

•any Environmental Attribute Liability;

•any derivatives fair value liabilities (i.e., hedge accounts pertaining to commodities derivative instruments at fair value); and

•any accrued loss on firm purchase commitments as determined in accordance with the Transaction Accounting Principles.

Purchase Price; Earnest Money

Under the terms and subject to the conditions of the Asset Purchase Agreement, the purchase price for the Acquired Assets and Assumed Liabilities will be a cash purchase price of $210,000,000, subject to certain upward or downward adjustments related to working capital of the Business set forth in the Asset Purchase Agreement which may result in the final purchase price being less. The Asset Purchase Agreement requires that $5,000,000 of the purchase price be placed in an escrow account at closing to be paid to Buyer in the event of a working capital adjustment resulting in a lower purchase price to be used to the extent of the amount of the adjustment. If such adjustment does not result in a lower purchase price, the amount will be paid to the Company. The net proceeds we receive from the Asset Sale will also be reduced for our indebtedness and certain selling expenses.

In addition, $1,260,000 of the purchase price will be placed in an escrow account at closing to be used for any potential indemnification obligations that might be owed by the Company to Buyer under the Asset Purchase Agreement.

Buyer was required to place $10,000,000 in an earnest money deposit account upon execution of the Asset Purchase Agreement to be applied against the purchase price if the Asset Sale closes. In addition, the Company will have the right to retain the earnest money in the event the Asset Purchase Agreement is terminated unless Buyer terminates because the Company commits a material breach of any term of the Asset Purchase Agreement or if the Company fails to obtain the approval of its members of the Asset Sale. In those instances, the Earnest Money Deposit will be returned to Buyer.

The Closing of the Asset Sale

We expect to close the Asset Sale during the first quarter of the 2025 calendar year. We cannot complete the Asset Sale until we satisfy a number of conditions, which include approval of the Asset Sale by our members at the Special Meeting.

Representations and Warranties

The Asset Purchase Agreement contains a number of representations and warranties by the Company to Buyer relating to, among other things:

•due organization, valid existence, good standing, and qualification to do business;

•corporate authorization of the Asset Purchase Agreement and the transactions contemplated by the Asset Purchase Agreement and the valid and binding nature of the Asset Purchase Agreement;

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•the absence of any conflicts or violations of organizational documents and other material agreements or laws;

•required consents and approvals from governmental entities and member approvals;

•financial statements;

•documents filed with the SEC;

•indebtedness and the absence of certain undisclosed liabilities with respect to the Business;

•material contracts;

•sufficiency and title to assets of the Business;

•intellectual property;

•inventory;

•accounts receivable;

•sufficiency and title to real property of the Business;

•environmental matters;

•employees and independent contractors;

•employee benefits;

•taxes;

•affiliate and related party transactions;

•material customers and suppliers;

•the absence of certain Business practices;

•the absence of certain events;

•insurance policies;

•product warranties and product liability;

•solvency;

•computer systems and data handling;

•CO2 matters;

•information supplied in proxy statement;

•no takeover statutes or appraisal rights are applicable; and

•an acknowledgement that the Company fully disclosed true statements of material fact.

The Asset Purchase Agreement also contains representations and warranties by Buyer to the Company relating to, among other things:

•due organization, valid existence, good standing, and qualification to do business;

•corporate authorization of the Asset Purchase Agreement and the transactions contemplated by the Asset Purchase Agreement and the valid and binding nature of the Asset Purchase Agreement;

•brokers; and

•an acknowledgement that Buyer have relied upon their own investigation, review and analysis of the Business.

Covenants and Agreements

The Asset Purchase Agreement contains a number of covenants of the Company to Buyer relating to, among other things:

•cooperation with Buyer for the calendar month in which closing occurs and for up to six calendar months thereafter by taking reasonable actions with respect to any health, dental, group life, short term disability, long term disability or workers compensation insurance coverage with respect to any employee or former employee of the Company, subject to reimbursement by Buyer for any actual costs of the Company;

•cooperation in all reasonable respects with respect to hiring and termination of employees that Parent wishes to hire and termination of restrictive covenants;

•filing and payment when due of all (a) Returns and Taxes with respect to the Company or the Company's operation of the Business, (b) Transfer Taxes and (c) any other documents or payments due or owing to any Governmental Authority, including with respect to any Tax Clearances;

•obtaining and maintaining insurance policies and coverage for a two-year period after closing with respect to all Company Product-Related Liabilities that are the same, or that are substantially equivalent, as the insurance policies and coverage that the Company had in place at any time during the one-year period prior to closing with respect to Company Product-Related Liabilities;

•use of commercially reasonable efforts to maintain, until the six-year anniversary of the closing, coverage available under all occurrence-based third party liability insurance policies issued to the Company covering the Business, the Company, or the Acquired Assets for claims relating to occurrences prior closing;

•maintaining the Company's organizational existence in good standing for a period of at least seven years after closing;

•change of the Company's name within 10 days after closing to a name that does not include "Red Trail Energy" (or to terminate any related "d/b/a" filings containing "Red Trail Energy");

•allowing Buyer and their representatives reasonable access to the properties, personnel, books, records, Contracts and other documents of or pertaining to the Company and furnish such additional financial and operating data and other information relating to the business of the Company as Parent or Buyer reasonably request until closing;

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•permitting Parent (or any Affiliate of Parent) to conduct interviews with, offer post-closing employment to, complete employment-related documents regarding and explain Parent's employment-related rules and benefits to, employees of the Company until closing;

•cooperation with Buyer to ensure the transfer of Environmental Attributes and Environmental Attributes Pathways that are Acquired Assets;

•except as to certain permitted disclosures, at all times after closing, keeping confidential and not disclosing and not using, any confidential, proprietary or other non-public information of the Business, other than as reasonably required for the proper performance of post-closing employment duties;

•abiding during the Restricted Period (from closing till the fifth annual anniversary of the Closing Date), by a covenant not to compete and related covenants regarding non-solicitation of employees, non-solicitation of customers and non-disparagement of Buyer;

•after Closing, granting to Buyer the right and authority to collect for Buyer's own account all Acquired Accounts Receivable and other amounts that are included in the Acquired Assets and to endorse with the name of the Company any checks, drafts or similar instruments received with respect to any of the foregoing;

•agreement not to, directly or indirectly, solicit, initiate, seek or encourage any inquiry, proposal or offer from, furnish any information to or participate in any discussion or negotiation regarding any acquisition of the Company's equity interests, assets or business, in whole or in part (by purchase, merger, tender offer, statutory share exchange, joint venture or otherwise), except sales of inventory in the Ordinary Course of Business of the Company;

•satisfying promptly each Excluded Liability;

•using reasonable best efforts prior to closing to provide to Buyer, at Buyer's sole cost and expense, reasonable cooperation reasonably requested by Buyer that is necessary and customary for the arrangement (and consummation) of financings of the type contemplated in connection with the arrangement of the debt financing for the purposes of funding the transactions contemplated by the Asset Purchase Agreement;

•cooperation and use of commercially reasonable efforts to assist Parent in connection with the preparation and filing by Parent of a current report on Form 8-K;

•if any Takeover Statute becomes or is deemed to be applicable to the Company, the Asset Purchase Agreement or the transactions contemplated hereby, then the Company, its board of governors, or an appropriate committee thereof shall grant all approvals and take all action necessary to ensure that the transactions contemplated hereby may be consummated and otherwise act to eliminate, or if not possible minimize to the maximum extent possible, the effects of such Takeover Statute on the Asset Purchase Agreement and the transactions contemplated hereby;

•throughout the six-month period following closing, the Company will, upon reasonable request from Buyer, reasonablycooperate with and reasonably assist Buyer in Buyer efforts to (1) continue and maintain the business relationships of the Company, (2) transition the Business to Buyer or (3) obtain any Permit or third party certification, subject to reimbursement of the Company for the Company's reasonable out of pocket expenses for the foregoing, unless otherwise provided in the Asset Purchase Agreement.

•duly calling and holding a meeting of its members for the purposes of seeking the requisite approval of the Asset Purchase Agreement and the transactions contemplated by the Asset Purchase Agreement with the recommendation of the Board; and

•preparation of this proxy statement with cooperation by Buyer.

The Asset Purchase Agreement contains a number of mutual covenants of Buyer and the Company to each other relating to, among other things:

•each party will, provide reasonable access to and make copies of the Records (including Returns) of or relating to the Business for the seven-year period after closing;

•each party will keep confidential the terms of the Asset Purchase Agreement;

•each party agrees not to make any public release or announcement regarding the Asset Purchase Agreement or any of the transactions contemplated herein without the prior written consent of the other parties; and

•each party agrees to take such further action as necessary, proper or desirable after closing to carry out any purpose of this Asset Purchase Agreement as any other party reasonable requests to carry out such purpose at the expenses of the requesting party, unless otherwise provided in the Asset Purchase Agreement.

The Asset Purchase Agreement contains a number of covenants of Buyer to the Company relating to, among other things, that if the Company is required to pay RPMG pursuant to an Excluded Contract, any termination fees in connection with, and as result of, the transactions contemplated by the Asset Purchase Agreement, Buyer shall reimburse the Company for the actual amount of such bona fide fees up to an amount not to exceed $2,600,000.

Conduct of Business Prior to Closing

In connection with the Asset Purchase Agreement, the Company has agreed to continue to, through the Closing Date:

•conduct its businesses in its Ordinary Course of Business, and use its reasonable best efforts to preserve the present business operations, organization and goodwill of the Company, keep available the services of the Company's officers and employees and maintain satisfactory relationships with suppliers, customers, distributors, marketers, and others having business relationships with any of them;

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•take the actions to complete the redemption of the RPMG interests, complete the RPMG Agreement on terms satisfactory to Parent and Buyer in their sold discretion, and, using commercially reasonable efforts, obtain and deliver to Buyer executed copies of the Major Contracts listed on Schedule 3.6(b); and

•take all actions necessary to prepare and, in accordance with Applicable Law, file: (1) the requisite carbon intensity pathway applications for ethanol as a clean fuel with carbon, capture and storage, using the Fuel Life Cycle Model as of June 2024 under Canada's Clean Fuel Regulations, and (2) a carbon intensity score for ethanol as a fuel with carbon, capture and storage under the Clean Fuel Production Credit of Section 45Z of the Code.

In addition, the Company has agreed that, prior to the completion of the Asset Sale or the termination of the Asset Purchase Agreement in accordance with its terms, the Company will not:

•issue, acquire or pledge any equity interest of the Company, declare or pay any dividend or distribution, split, combine or reclassify any of its equity interests or make any other change to its capital structure, or purchase or redeem any equity interest or any other security of the Company;

•except for sales of inventory in its Ordinary Course of Business, make any sale, lease, or license or otherwise dispose of any asset,

•fail to preserve and maintain any Assumed Facility in substantially the same condition as existed on the date hereof, ordinary wear and tear excepted;

•erect any new improvement, make any capital expenditure or purchase or otherwise acquire any asset (other than purchases of inventory in its Ordinary Course of Business and capital expenditures that do not exceed $1,000,000 (individually or in the aggregate));

•acquire a substantial portion of the stock or assets of, any business;

•disclose any confidential, proprietary or non-public information (other than as is reasonably protected under a customary non-disclosure Contract);

•adopt a plan of liquidation, dissolution, merger, consolidation, statutory share exchange, restructuring, recapitalization or reorganization;

•grant any Encumbrance on any material asset, other than any Permitted Encumbrance;

•become a guarantor with respect to any obligation of any other Person or assume any obligation of any other Person;

•incur any indebtedness for borrowed money that will not be satisfied at closing pursuant to a Payoff and Release Letter;

•make any loan, advance or capital contribution to, or investment in, any other Person,

•enter any Contract that if entered prior to the date hereof would be a Major Contract, or amend or terminate in any respect that is material and adverse to the Company any Major Contract or waive, release, or assign any material right or claim under any Contract;

•fail to prepare and timely file all Returns with respect to the Company required to be filed before closing or timely withhold and remit any employment Taxes with respect to the Company, settle or compromise any material Tax Liability, or take any other similar action relating to any Tax;

•adopt, enter into, amend or terminate any bonus, profit-sharing, compensation, severance, termination, pension, retirement, deferred compensation, trust, fund or other arrangement or other Employee Plan for the benefit or welfare of any individual,

•enter into or amend any employment arrangement or relationship with any new or existing employee that has the legal effect of any relationship other than at-will employment, increase any compensation or benefits of any director, manager, officer, employee or independent contractor or pay any benefit to any director, officer, employee or independent contractor, other than pursuant to an existing Employee Plan or Contract that is, in each case, in an amount consistent with past practice,

•amend or change, or authorize any amendment or change to, any of its Organizational Documents;

•except in its Ordinary Course of Business, (A) pay, discharge, settle or satisfy any claim, obligation, or other Liability or (B) otherwise waive, release, grant, assign, transfer, license or permit to lapse any right;

•abandon, allow to lapse, sell, assign, transfer, grant any security interest in or otherwise encumber or dispose of any Company Intellectual Property, or grant any right or license to any Company Intellectual Property, other than pursuant to non-exclusive licenses entered into in the Ordinary Course of Business; or

•enter into any Contract, or agree or commit (binding or otherwise), to do any of the foregoing.

The Asset Purchase Agreement will not prevent or otherwise restrict the Company or any of its Affiliates from making any dividend or other distribution of cash or cash equivalents at any time before closing.

Reasonable Efforts; Government Approvals and Third Party Consents

All parties will use their reasonable best efforts to fulfill the conditions for closing and to consummate and effect the transaction contemplated herein.

Buyer and the Company have agreed to, within ten Business Days after the execution of the Asset Purchase Agreement, to file with the United States Federal Trade Commission and the United States Department of Justice the required Notification and Report Form pursuant to the HSR Act and related requirements and to promptly submit and otherwise provide any supplemental information requested in connection therewith pursuant to such Applicable Laws. Buyer and the Company

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will each pay one-half of all filing and submission fees under the HSR Act. Each party has agreed to promptly furnish any necessary information and provide reasonable assistance as requested in connection with its preparation of any filing necessary.

The Company has agreed to use reasonable best efforts to give any required notices to, and make any required filings and registrations with, other persons and to obtain each Consent listed in Schedule 3.3(b) before closing; provided, however, that the Company is not required to make any material payment to any other person regarding any such Consent other than customary filing fees, Consent fees set forth in any Major Contract, or fees of legal counsel in connection therewith.

Conditions to Completion of the Asset Sale

In addition, the obligations of Buyer to complete the Asset Sale are subject to the fulfillment or waiver by Buyer, at or prior to the closing of the Asset Sale, of each of the following conditions as described and defined in the Asset Purchase Agreement:

•The representations and warranties of the Company will have been true and correct in all material respects as of the date of the Asset Purchase Agreement and will be true and correct in all material respects as of the Closing Date as if made on the Closing Date (or, in each case, if any such representation and warranty is expressly stated to have been made as of a specific date, then, for such representation and warranty, as of such specific date); provided, however, that each Fundamental Representation and each representation and warranty of the Company regarding Material Adverse Effect on the Company will have been true and correct in all respects as of the date of the Asset Purchase Agreement and will be true and correct in all respects as of the Closing Date as if made on the Closing Date.

•The Company will have performed and complied with, in all material respects, all covenants and agreements required by the Asset Purchase Agreement to be performed and complied with by the Company on or before the Closing Date.

•The Company will have delivered to Buyer a certificate duly executed by an authorized officer of the Company, dated the Closing Date, certifying the accuracy of the representations and warranties, the observance and performance, no legal actions, and that the Company has not and does not expect a material adverse effect, in a form reasonably satisfactory to Buyer.

•Parent will have met with the employees of the Company of Parent's choosing regarding post-closing employment and will be satisfied, in Parent's reasonable discretion, that in connection with closing a sufficient number (including in each level of seniority, role and location) of such employees of the Company will accept such employment and thereafter continue employment with Parent or any Affiliate of Parent.

•The Company will have delivered to Buyer written releases of each Encumbrance on any Acquired Asset (other than any Permitted Encumbrance) and payoff letters with respect to any Indebtedness of the Company (or related Encumbrance) with respect to any Acquired Asset or Assumed Liability such that taking the actions contemplated in each letter will result in there being no such Encumbrance (other than any Permitted Encumbrance) or Indebtedness as of consummation of closing.

•The Company will have delivered to Buyer an assignment of the Company's rights under each Assumed Real Property Lease, and a landlord consent and estoppel certificate, and a subordination, non-disturbance, and attornment agreement regarding each Assumed Real Property Lease.

•The Company will have delivered to Buyer each Required Consent.

•The Company will have delivered to Buyer all Tax Clearances from all jurisdictions in which the Company is subject to any Tax and, if applicable, any waiting period for receiving such Tax Clearances will have lapsed under Applicable Law. The Parties will have complied with the requirements and communications of the applicable jurisdictions such that Buyer and each Affiliate of Buyer will not have any related successor liability or other Liability.

•The applicable waiting period, and any extension thereof, under the HSR Act will have expired or duly terminated.

•The Company will not have had, or would reasonably be expected to have had, any Material Adverse Effect since the date of the Asset Purchase Agreement.

•There will not be any Applicable Law that restrains, prohibits, enjoins, or otherwise inhibits (whether temporarily, preliminarily, or permanently) consummation of any transaction contemplated herein that has been enacted, issued, promulgated, enforced, or entered. There will not be any pending or Threatened Proceeding by any Governmental Authority that seeks to restrain, prohibit, enjoin, or otherwise inhibit (whether temporarily, preliminarily, or permanently), or that reasonably could cause the rescission of or challenge the legality or validity of, consummation of any transaction contemplated herein.

•No Key Person will have repudiated or anticipatorily breached or rejected or made any request to alter any provision of, or otherwise demonstrated any intent not to honor, such Key Person's Offer Letter.

•The Company will have delivered to Buyer the documentation regarding Tail Insurance.

•The Company will have delivered to Buyera good standing certificate, dated within five days before closing, from the Secretary of State (or comparable Governmental Authority) of each state or jurisdiction in which the Company was organized and each state or jurisdiction in which the Company is qualified to do business, each stating that the Company is in good standing therein.

•The Company will have delivered, with respect to each parcel of Owned Real Property, a recordable warranty deed or deeds in substantially in a form provided and dated the Closing Date, executed and notarized by the Company, conveying the Owned Real Property to the applicable Buyer subject only to Permitted Encumbrances. Buyer shall have received an owner's title insurance policy with respect to each Owned Real Property, issued by a nationally recognized title insurance company reasonably acceptable to Buyer, effective as of the Closing Date, insuring such Buyer in such

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amounts and together with such endorsements, and otherwise in such form, as such Buyer shall reasonably require. Such title insurance policy shall insure fee simple title to each Owned Real Property, free and clear of all Encumbrances other than Permitted Encumbrances. Buyer shall have received an appropriately certified ALTA/NSPS Land Title Survey covering each Owned Real Property, showing no Encumbrances other than the Permitted Encumbrances and otherwise in form and substance reasonably satisfactory to Buyer.

•Buyer shall have obtained each license (or similar authorization) or other Permit, from each applicable Governmental Authority that Buyer must possess to properly operate the Business as proposed to be conducted by Buyer under Applicable Law, including without limitation, transfer of the Permit for Carbon Dioxide Injection in a final decision that is non-appealable to any agency or court of competent jurisdiction.

•The Company will have delivered to Buyer evidence reasonably satisfactory to Buyer that the redemption of the RPMG interests was completed, the RPMG agreement on terms satisfactory to Parent and Buyer in their sold discretion was completed, and, using commercially reasonable efforts, the Major Contracts were obtained and delivered to Buyer prior to closing.

•The Company will have delivered to Buyer the documentation terminating employee restrictive covenants.

•Each Key Person and each other employee of the Company designated by Buyer prior to closing will have signed and delivered to Buyer an employment or consulting agreement and restrictive covenant agreement with and in favor of Buyer or an Affiliate of Buyer, each in form and substance reasonably satisfactory to Buyer.

•The Requisite Company Member Approval shall have been obtained.

•Parent and Buyer shall have obtained the Debt Financing (which includes that the funds from the Debt Financing shall be available to Parent and Buyer prior to the closing) on terms satisfactory to Parent and Buyer in their sole discretion.

•The Company will have delivered to Buyer all other documents and items required by the Asset Purchase Agreement to be delivered, or caused to be delivered, by the Company at or before closing, each in a form reasonably acceptable to Buyer (or as the Asset Purchase Agreement otherwise requires).

In addition, the Company's obligation to complete the Asset Sale is subject to the fulfillment or the Company's waiver, at or prior to the closing of the Asset Sale, of each of the following conditions:

•Each representation and warranty of Buyer will have been true and correct in all material respects as of the date of the Asset Purchase Agreement and will be true and correct in all material respects as of the Closing Date as if made on the Closing Date (or, in each case, if any such representation and warranty is expressly stated to have been made as of a specific date, then, for such representation and warranty, as of such specific date).

•Buyer will have performed and complied with, in all material respects, all covenants and agreements required by the Asset Purchase Agreement to be performed and complied with by Buyer on or before the Closing Date.

•Buyer will have delivered to the Company a certificate duly executed by an authorized officer of each Buyer, dated the Closing Date, certifying the accuracy of the representations and warranties and the observance and performance in a form reasonably satisfactory to the Company.

•The applicable waiting period, and any extension thereof, under the HSR Act will have expired or been duly terminated.

•There will not be any Applicable Law that restrains, prohibits, enjoins, or otherwise inhibits (whether temporarily, preliminarily, or permanently) consummation of any transaction contemplated herein that has been enacted, issued, promulgated, enforced, or entered. There will not be any pending or Threatened Proceeding by any Governmental Authority that seeks to restrain, prohibit, enjoin, or otherwise inhibit (whether temporarily, preliminarily, or permanently), or that reasonably could cause the rescission of or challenge the legality or validity of, consummation of any transaction contemplated herein.

•Requisite Company Member Approval shall have been obtained.

•Buyer will have delivered all other documents and items required by the Asset Purchase Agreement to be delivered, or caused to be delivered, by Buyer at or before closing, each in a form reasonably acceptable to the Company (or as the Asset Purchase Agreement otherwise requires).

Survival and Indemnification

The representations and warranties shall survive the closing until the date that is 12 months following the Closing Date except that each Fundamental Representation will survive until the later of 60 days after the date that all liability relating thereto is barred by all applicable statutes of limitation or the seventh annual anniversary of the Closing Date. The covenants and other agreements of the parties contained in the Asset Purchase Agreement shall survive the Closing Date until all liability hereunder relating thereto is barred by all applicable statutes of limitation. Such claim and associated right to indemnification, defense or to be held harmless will not expire or terminate before final determination and satisfaction of such claim.

The Company will indemnify, defend, and hold harmless Buyer from and against any Loss of Parent, Buyer or any of Buyer's Other Indemnified Persons arising out of, relating to, or resulting from, directly or indirectly (and whether or not involving any third party), any:

•breach of or inaccuracy in any representation or warranty of the Company as of the date of the Asset Purchase Agreement or as of closing;

•breach of any covenant or agreement to be performed by the Company;

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•Tax Loss;

•conduct of the Business or ownership, use, condition, possession, or operation of any of the Acquired Assets before closing;

•Excluded Liability (including any Liability that becomes or purportedly becomes a Liability of Parent, Buyer or any of Buyer's Other Indemnified Persons under any common law doctrine of de facto merger, under any successor liability, under any bulk sales or Tax requirement, under any Applicable Law or under any similar doctrine, legal principle or requirement);

•Excluded Asset;

•failure to obtain at or before closing any Consent;

•Seller Product-Related Liability that is not an Assumed Liability or Affiliate Liability, Employment Liability, Environmental Liability, Environmental Attribute Liability (including the establishment of a physical buffer), Plan Liability, Tax, or Indebtedness; or

•items set forth on Exhibit 7.1(i).

The Company will not have any obligation under unless and until the aggregate amount of Losses exceeds $630,000 (the "Deductible"), and then only for the amount of such Losses in excess of the Deductible. In addition, the Company's obligations in the aggregate will not exceed $1,260,000 (the "Cap"). However, the cap and deductible do not apply to obligations with respect to any Fundamental Representation.

Following the Closing Date, Buyer will indemnify, defend, and hold harmless the Company from and against any Loss of the Company any of the Company's Other Indemnified Persons arising out of, relating to or resulting from, directly or indirectly (and whether or not involving a third party), any:

•breach of or inaccuracy in any representation or warranty of Buyer as of the closing;

•breach of any covenant or agreement to be performed by Buyer following the Closing Date;

•Assumed Liability (including any Seller Product-Related Liability that is an Assumed Liability); or

•the ownership, use, possession or operation of any of the Acquired Assets, except to the extent the related Loss relates to an Excluded Liability or any breach of any representation, warranty, covenant or agreement made by the Company or the Company is obligated therefor under another term of the Asset Purchase Agreement.

Buyer will not have any obligation under unless and until the aggregate amount of Losses exceeds $630,000 (the "Deductible"), and then only for the amount of such Losses in excess of the Deductible. In addition, the Company's obligations in the aggregate will not exceed $1,260,000. However, the cap and deductible do not apply to obligations with respect to any Fundamental Representation.

Employees

Buyer currently plans to offer to employ certain specified employees of the Company following the closing. The Company shall be solely responsible for the costs of termination, if any, of any Company employees that are not offered positions by Buyer and those who do not accept positions with Buyer.

In addition, the obligation of Buyer to complete the Asset Sale is subject to the Parent having met with the employees of the Company of Parent's choosing regarding post-closing employment with Parent or any Affiliate of Parent and related employment matters and having been satisfied immediately prior to closing, in Parent's reasonable discretion, that in connection with closing a sufficient number (including in each level of seniority, role and location) of such employees of the Company will accept such employment and thereafter continue employment with Parent or any Affiliate of Parent.

Termination of the Asset Purchase Agreement

The Asset Purchase Agreement may be terminated before closing only as follows:

•by mutual written consent of Buyer and the Company;

•by either Buyer or the Company, if closing has not occurred on or before June 30, 2025 (the "Outside Date");

•by Buyer, if any condition to the obligations of Buyer to complete the Asset Sale becomes incapable of fulfillment by the Outside Date; provided that Buyer has not waived such condition;

•by the Company, if any condition if any condition to the obligations of Buyer to complete the Asset Sale becomes incapable of fulfillment by the Outside Date; provided that the Company has not waived such condition;

•by Buyer, if the Company commits a material breach of any term of the Asset Purchase Agreement and such breach is not cured within 15 days after the date on which Buyer gives to the Company written notice of such breach; provided that Buyer have not waived such breach; or

•by Company, if a Buyer commits a material breach of any term of the Asset Purchase Agreement and such breach is not cured within 15 days after the date on which the Company gives to such Buyer written notice of such breach; provided that the Company has not waived such breach.

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Termination Fee

The Asset Purchase Agreement requires Buyer to deposit $10,000,000 of the purchase price into an escrow account (the "'Earnest Money Deposit"). The Company shall have the right to retain the Earnest Money Deposit Amount in the event of a termination of the Asset Purchase Agreement unless the Buyer terminates because the Company commits a material breach of any term of the Asset Purchase Agreement and such breach is not cured within 15 days after the date on which Buyer gives the Company written notice of such breach or if the Company fails to obtain the approval of its members of the Asset Sale. In those instances, the Earnest Money Deposit will be returned to Buyer.

Expenses

Except as to the rights the Company may have to a termination fee, filing fees required under the HSR Act and costs and expenses related to the representation and warranty insurance policy contemplated to be obtained and bound by Buyer prior to the closing of the Asset Sale, each party will bear its own costs and expenses incurred in connection with the transactions contemplated herein.

Governing Law; Venue Selection

The Asset Purchase Agreement will be construed and enforced in accordance with the substantive laws of the State of Delaware without reference to principles of conflicts of law. All proceedings arising in connection with the Asset Purchase Agreement or the transactions contemplated thereby must be brought in any state court in Delaware or federal court whose jurisdiction includes Delaware.

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PROPOSAL NO. 2 - THE NAME CHANGE PROPOSAL

If approved, the Name Change Proposal would permit us to file an amendment to the Articles of Organization of the Company to change its name to [Name of LLC] or such other name approved by the Board, following, and conditioned upon, the closing of the Asset Sale.

The Red Trail Energy name is an asset of the Company and the rights to this name will be transferred to Buyer as part of the Asset Sale. Upon transferring the right to this name, we will no longer have the right to use this name and will be required to change the name of our Company in accordance with applicable law.

The Name Change Proposal is contingent upon the closing of the Asset Sale. If the members do not approve the Asset Sale then the Name Change Proposal will not become effective or implemented by the Board. Likewise, if the Asset Sale is approved by our members, but the Asset Sale does not close, then the Name Change Proposal will not become effective or be implemented by the Board.

If a quorum is present at the Special Meeting, approval of the Name Change Proposal requires the affirmative vote of members holding a majority of the membership units represented at the Special Meeting and entitled to vote. These votes can be from members that are present in person or represented by proxy at the Special Meeting.

If you abstain from voting, it will have the effect of a vote "AGAINST" the Name Change Proposal. However, each fully executed proxy card will be counted for purposes of determining whether a quorum is present at the Special Meeting.

The Board recommends that you vote "FOR" the Name Change Proposal.

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PROPOSAL NO. 3 - THE PROPOSAL TO ADJOURN OR POSTPONE THE SPECIAL MEETING

We are asking you to approve a proposal to adjourn or postpone the Special Meeting to a later date or dates, if our Board determines that it is necessary or appropriate, to solicit additional proxies if there are insufficient votes at the time of the Special Meeting to approve the Asset Sale and/or the Name Change Proposal. If approved, the Adjournment Proposal would permit us to adjourn or postpone the Special Meeting to give us time to solicit additional proxies to approve the Asset Sale and/or Name Change Proposal or seek to convince members who have voted against the Asset Sale and/or Name Change Proposal to change their votes. Additionally, we could adjourn or postpone the Special Meeting if a quorum is not present to solicit additional proxies.

If a quorum is present at the Special Meeting, approval of the Adjournment Proposal requires the affirmative vote of members holding a majority of the membership units represented at the Special Meeting and entitled to vote. These votes can be from members that are present in person or represented by proxy at the Special Meeting.

If you abstain from voting, it will have the effect of a vote "AGAINST" the Adjournment Proposal. However, each fully executed proxy card will be counted for purposes of determining whether a quorum is present at the Special Meeting.

The Board recommends that you vote "FOR" the Adjournment Proposal.

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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

Beneficial ownership is determined in accordance with the rules of the SEC. Except as indicated by footnote, a person named in the tables below has sole voting and sole investment power for all membership units beneficially owned by that person. In addition, unless otherwise indicated, all persons named below can be reached at Red Trail Energy, LLC at 3682 Highway 8 South, P.O. Box 11, Richardton, ND 58652.

As of [Distribution Proxy Date], the following persons or entities are known by us to be the beneficial owners of more than 5% of the outstanding units:

Title of Class	Name of Beneficial Owner	Amount and Nature of Beneficial Ownership	Percent of Class
Membership Units	Gerald and Carolyn Keller	2,403,791	5.99%

As of [Distribution Proxy Date], members of our management and the Board own membership units as set forth in the table below:

Title of Class	Name of Beneficial Owner	Amount and Nature of Beneficial Ownership	Percent of Class
Membership Units	Ronald Aberle, Governor	334,587(1)	0.83%
Membership Units		Mike Appert, Governor	1,350,000(2)	3.36%
Membership Units	Ambrose Hoff, Governor	780,000(3)	1.94%
Membership Units	Frank Kirschenheiter, Governor	100,000	*
Membership Units	Syd Lawler, Governor	205,000(4)	*
Membership Units	Sid Mauch, Governor	66,500(5)	*
Membership Units	William Price, Governor	400,000(7)	*
Membership Units	Jodi Johnson, CEO	-	-%
Membership Units	Joni Entze, CFO	-	-%
Membership Units	Ryan Wiege, Grain Merchandiser	-	-%
TOTAL:		Governors/Officers/Nominees as a Group	3,236,087	8.06%

(*) Designates less than one percent ownership.

(1) Includes 314,587 units owned jointly with Mr. Aberle's spouse. Additionally, 20,000 units are held by Old Ten Investment, of which Mr. Aberle is a partner and of which Mr. Aberle disclaims beneficial ownership.

(2) Includes 380,000 units which Mr. Appert owns jointly with his spouse and 100,000 units held directly by his son of which Mr. Appert disclaims beneficial ownership. Additionally, 160,000 units are held by Appert Acres, Inc., of which Mr. Appert is a partial owner and of which Mr. Appert disclaims beneficial ownership, and 210,000 units are held by Appert Farms, Inc., of which Mr. Appert is a partial owner and of which Mr. Appert disclaims beneficial ownership.

(3) Includes 480,000 units owned jointly with Mr. Hoff's spouse. Additionally, 300,000 units are held by Richardton Development Company, of which Mr. Hoff serves as an officer and of which Mr. Hoff disclaims beneficial ownership.

(4) Includes 105,000 units owned jointly with Mr. Lawler's spouse.

(5) Includes 65,500 units owned jointly with Mr. Mauch's spouse.

(7) Includes 300,000 units which Mr. Price owns jointly with his brother and 100,000 units held jointly with his brother and mother.

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MEMBER PROPOSALS FOR THE 2025 ANNUAL MEETING OF MEMBERS

We currently anticipate holding the 2025 annual meeting of members in March of 2025. The Company is not required to consider any proposal or governor nomination petition that does not meet the requirements of the SEC and our Amended and Restated Operating Agreement and therefore, any member who wishes to submit a proposal or governor nomination petition is encouraged to seek independent counsel about the requirements of the SEC and our Amended and Restated Operating Agreement.

Member Proposals to be Considered for Inclusion in the Company's 2025 Proxy Statement Under SEC Rules

Under applicable SEC rules, including Rule 14a-8 of the Exchange Act, any member proposal to be considered for inclusion in the Company's 2025 annual meeting proxy statement, must be submitted in writing to the Company, by October 1, 2024 (approximately 120 days prior to the one year anniversary date of the mailing of the 2024 proxy materials for the 2024 annual meeting). The Company suggests that proposals for the 2025 annual meeting of the members be submitted by certified mail-return receipt requested. Proposals submitted later than October 1, 2024, will be considered untimely and will not be included in the Company's proxy statement for the 2025 annual meeting of members.

In addition, all proposals will need to comply with Rule 14a-8 of the Exchange Act, which lists the requirements for inclusion of member proposals in company-sponsored proxy materials. Our Board will review proposals submitted by members for inclusion at our next annual meeting of members and will make recommendations to our Board on an appropriate response to such proposals.

Requirements for Member Proposals to be Brought Before the 2025 Annual Meeting of Members

Members who intend to present a proposal at the 2025 annual meeting of members without including such proposal in the Company's proxy statement must provide the Company notice of such proposal no later than December 16, 2024 (approximately 45 days prior to the one year anniversary date of the mailing of the 2024 proxy materials for the 2024 annual meeting). The Company reserves the right to reject, rule out of order, or take appropriate action with respect to any proposal that does not comply with these and other applicable requirements.

If the Company does not receive notice of a member proposal intended to be submitted to the 2025 annual meeting by December 16, 2024, the persons named on the proxy card accompanying the notice of meeting may vote on any such proposal in their discretion, provided the Company has included in its proxy statement an explanation of its intention with respect to voting on the proposal.

2025 Annual Meeting Governor Nominations

Three governor positions will stand for election at the 2025 annual meeting. Nominations for governor positions are made nominating committee appointed by the Board.

In addition, our Amended and Restated Operating Agreement provides that members must give advance notice to the Company of any person that they propose be nominated as a governor. Under the advance notice provision, to be timely, a member's notice must be received at the principal executive offices of the Company not less than 60 days nor more than 90 days prior to the anniversary date of the immediately preceding annual meeting of members. With regard to governor nominations, the notice must also set forth (a) the name and address of the member who intends to make the nomination, (b) the name, age, business address and, if known, residence address of each person so proposed, (c) the principal occupation or employment of each person so proposed for the past five (5) years, (d) the number of membership units of the Company beneficially owned by each person so proposed and the earliest date of acquisition of any such membership units, (e) a description of any arrangement or understanding between each person so proposed and the member(s) making such nomination with respect to such person's proposal for nomination and election as a governor and actions to be proposed or taken by such person if elected a governor; and (f) the written consent of each person so proposed to serve as a governor if nominated and elected as a governor.

Any nomination petition or nominee statement which is not fully completed and properly executed, is not received within the time period provided above or is not true, accurate and complete in all respects, may be rejected by the Company and, if rejected, shall be returned by the Company to the member or members submitting the nomination petition or to the nominee submitting the nominee statement, as the case may be. Each nominee must meet all qualification requirements for elected governors as may exist at the time of the nomination and at the time of election.

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WHERE YOU CAN FIND MORE INFORMATION

The Company files annual, quarterly and current reports, proxy statements and other information with the SEC under the Exchange Act. The Company's SEC filings are available to the public at the website maintained by the SEC at https://www.sec.gov/edgar/search, by searching for the Company, "Red Trail Energy LLC". Information about us is also available at our website at www.redtrailenergyllc.com, under "SEC Compliance," which includes links to reports we have filed with the SEC and additional information regarding the Company. The contents of our website are not incorporated by reference in this proxy statement.

You should rely only on the information contained in this proxy statement, including the appendices attached hereto or the information incorporated by reference herein, to vote your membership units at the Special Meeting. The Company has not authorized anyone to provide you with information that differs from that contained in this proxy statement. Therefore, if anyone does give you information of this sort, you should not rely on it. This proxy statement is dated [__________] . You should not assume that the information contained in this proxy statement is accurate as of any date other than that date.

The SEC allows us to "incorporate by reference" information into this proxy statement, which means that we can disclose important information to you by referring you to other documents filed separately with the SEC. The information incorporated by reference is deemed to be part of this proxy statement, except for any information superseded by information in this proxy statement or incorporated by reference subsequent to the date of this proxy statement. This proxy statement incorporates by reference the documents set forth below that we have previously filed with the SEC:

•Current Report on Form 8-K filed with the SEC on December 27, 2023.

•Annual Report on Form 10-K for the year ended September 30, 2023, filed with the SEC on December 29, 2023;

•The information specifically incorporated by reference into our Annual Report on Form 10-K for the fiscal year ended September 30, 2023 from our Definitive Proxy Statement on Schedule 14A, filed with the SEC on February 1, 2024;

•Quarterly Report on Form 10-Q for the quarterly period ended December 31, 2023, filed with the SEC on February 15, 2024;

•Current Report on Form 8-K filed with the SEC on March 5, 2024.

•Current Report on Form 8-K filed with the SEC on March 14, 2024.

•Current Report on Form 8-K filed with the SEC on April 8, 2024.

•Current Report on Form 8-K filed with the SEC on April 18, 2024.

•Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2024, filed with the SEC on May 15, 2024;

•Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2024, filed with the SEC August 14, 2024; and

•Current Report on Form 8-K, filed with the SEC on September 16, 2024.

You may also obtain any of the documents incorporated by reference into this proxy statement from the Company without charge as follows: (i) by calling our office at (701) 974-3308 or toll free at (855) 974-3308, to request documents; (ii) by written request at Red Trail Energy, LLC at P.O. Box 11, Richardton, ND 58652; (iii) by emailing at [email protected] to request documents; or (iv) by requesting documents on our website at http://www.redtrailenergy.com.

In order to receive timely delivery of requested documents in advance of the Special Meeting, your request should be received no later than five business days before the date of the Special Meeting, which means your request should be received no later than [Five Days before Special Meeting]. If you request any documents, the Company will mail them to you by first class mail, or another equally prompt means, after receipt of your request.

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OTHER MATTERS

Reports, Opinions, Appraisals and Negotiations

We have not received any report, opinion or appraisal from an outside party that is materially related to the Asset Sale.

Compensation of Named Executive Officers; Golden Parachutes

No executive officer of the Company will be paid any additional compensation by the Company based on, or otherwise relating to, the Asset Sale except that our Chief Executive Officer, Jodi Johnson, will be entitled to a severance payment pursuant to her employment agreement in the amount of approximately $105,000 as a result of termination of her employment with the Company in connection with the consummation of the Asset Sale.

Other Matters of the Special Meeting

As of the date of this proxy statement, the only business that our management expects to be presented at the Special Meeting is that set forth above. If any other matters are properly brought before the meeting, it is the intention of the persons named in the accompanying form of proxy to vote the proxy on such matters in accordance with their best judgment.

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APPENDIX A

FORM OF PROXY CARD - SUBJECT TO COMPLETION

RED TRAIL ENERGY, LLC

PROXY SOLICITED ON BEHALF OF OUR BOARD OF GOVERNORS

FOR THE SPECIAL MEETING OF MEMBERS TO BE HELD ON [Meeting Date]

Member Name:	Vote by Mail or Facsimile:
1) Read the Proxy Statement
Number of Units:	2) Mark your vote in the appropriate boxes below
3) Sign and date the proxy card
4) Return the proxy card via fax to (701) 974-3309, by mail to the Company at P.O. Box 11, Richardton, ND 58652 or scan and e-mail the proxy card to [email protected]. each by 4:00 p.m. on [Day of Return Proxy], [Return Proxy Date].

PROPOSAL ONE. Approval of the sale by the Company of substantially all of its assets pursuant to the Asset Purchase Agreement dated September 10, 2024 by and between the Company, Gevo, Inc., and its wholly owned subsidiaries Richardton CCS, LLC and Net-Zero Richardton, LLC (the "Asset Sale").

For	Against	Abstain
1	1	1

PROPOSAL TWO. Approval of the proposal to amend the Articles of Organization of the Company to change its name to [Name of LLC] or such other name approved by the Board, following, and conditioned upon, the approval and closing of the Asset Sale (the "Name Change Proposal").

For	Against	Abstain
1	1	1

PROPOSAL THREE. Approval of the proposal to adjourn or postpone the Special Meeting, if necessary or appropriate, to solicit additional proxies if there are insufficient votes at the time of the Special Meeting to approve the Asset Sale and/or the Name Change Proposal (the "Adjournment Proposal").

For	Against	Abstain
1	1	1

By signing this proxy card, the undersigned hereby appoints Michael Appert and Ronald Aberle, and each or either of them, with the power of substitution, as proxies to represent the undersigned at the Special Meeting of Members to be held on [Day of Meeting], [Meeting Date], and at adjournment or postponement thereof, on any matters coming before the meeting. The proxies will vote on the proposals set forth in the notice of the meeting and proxy statement as specified on this card.

This proxy card, if signed and returned, will be voted in accordance with your instructions above and authorizes the proxies to take action in their discretion upon other matters that may properly come before the meeting. If you sign and submit your proxy card to the Company but do not mark any boxes, the proxies will vote your membership units "FOR" the proposals for which a choice was not specified.The proxies cannot vote your units unless you sign and return this card.

Appendix A - Page 1

Please sign exactly as your name appears on your unit certificate. When units are held by joint tenants, both should sign. When signing as attorney, as executor, administrator, trustee or guardian, please give full title as such. If a corporation, please sign in full corporate name by president or other authorized officer. If a partnership, please sign in partnership name by authorized person.

Signature of Unit Holder	Joint Owner Signature
Print Name	Print Name of Joint Owner
Title (if entity)
Date	Date

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APPENDIX B

ASSET PURCHASE AGREEMENT

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