10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2024

OR

o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from _____ to ______

Commission file number 001-39835

Benson Hill, Inc.

(Exact name of registrant as specified in its charter)

Delaware			85-3374823
(State or other jurisdiction of incorporation or organization)			(I.R.S. Employer Identification No.)
1001 North Warson Rd, Ste 300	St. Louis,	Missouri	63132
(Address of Principal Executive Offices)			(Zip Code)

(314) 222-8218

(Registrant's telephone number, including area code)

Not Applicable

(Former name, former address and former fiscal year, if changed since last report)

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

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, $0.0001 par value	BHIL	The New York Stock Exchange

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

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes x No o

1

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

Large accelerated filer	o	Accelerated filer	x
Non-accelerated filer	o	Smaller reporting company	o
		Emerging growth company	x

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

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No x

As of May 7, 2024, 212,007,581 shares of the registrant’s Common Stock, par value $0.0001, were issued and outstanding.

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Benson Hill, Inc.

TABLE OF CONTENTS

		Page
Part I - Financial Information
Item 1.	Condensed Consolidated Financial Statements	4
	Condensed Consolidated Balance Sheets (Unaudited)	4
	Condensed Consolidated Statements of Operations (Unaudited)	5
	Condensed Consolidated Statements of Comprehensive Loss (Unaudited)	6
	Condensed Consolidated Statements of Stockholders’ Equity (Unaudited)	7
	Condensed Consolidated Statements of Cash Flows (Unaudited)	8
	Notes to the Condensed Consolidated Financial Statements (Unaudited)	9
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	26
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	35
Item 4.	Controls and Procedures	35
Part II - Other Information
Item 1.	Legal Proceedings	36
Item 1A.	Risk Factors	36
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	36
Item 3.	Defaults Upon Senior Securities	36
Item 4.	Mine Safety Disclosures	36
Item 5.	Other Information	36
Item 6.	Exhibits	37
Signatures		38

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Part I - Financial Information

Item 1. Financial Statements

Benson Hill, Inc.

Condensed Consolidated Balance Sheets (Unaudited)
(In Thousands, Except Per Share Data)

	March 31, 2024		December 31, 2023
Assets
Current assets:
Cash and cash equivalents	$	6,646	$	8,934
Marketable securities	23,852		32,852
Accounts receivable, net	5,835		6,810
Inventories, net	14,970		14,860
Prepaid expenses and other current assets	17,580		8,121
Current assets of discontinued operations	16,844		103,177
Total current assets	85,727		174,754
Property and equipment, net	25,056		26,533
Finance lease right-of-use assets, net	57,579		59,245
Operating lease right-of-use assets	2,879		2,934
Intangible assets, net	5,087		5,226
Other assets	8,959		6,072
Total assets	$	185,287	$	274,764
Liabilities and stockholders’ equity
Current liabilities:
Accounts payable	$	7,106	$	4,397
Finance lease liabilities, current portion	4,210		3,705
Operating lease liabilities, current portion	884		842
Long-term debt, current portion	1,897		55,201
Accrued expenses and other current liabilities	20,373		21,352
Current liabilities of discontinued operations	632		18,802
Total current liabilities	35,102		104,299
Long-term debt, less current portion	4,874		5,250
Finance lease liabilities, less current portion	72,540		73,682
Operating lease liabilities, less current portion	4,081		4,299
Warrant liabilities	1,418		1,186
Conversion option liabilities	—		5
Other non-current liabilities	26		—
Total liabilities	118,041		188,721
Stockholders’ equity:
Common stock, $0.0001 par value, 440,000 and 440,000 shares authorized, 211,841 and 208,395 shares issued and outstanding at March 31, 2024 and December 31, 2023, respectively	21		21
Additional paid-in capital	612,865		611,477
Accumulated deficit	(545,069)		(523,786)
Accumulated other comprehensive loss	(571)		(1,669)
Total stockholders’ equity	67,246		86,043
Total liabilities and stockholders’ equity	$	185,287	$	274,764

See accompanying notes to the condensed consolidated financial statements (unaudited).

4

Benson Hill, Inc.

Condensed Consolidated Statements of Operations (Unaudited)
(In Thousands, Except Per Share Data)

	Three Months Ended March 31,
	2024		2023
Revenues	21,133		48,667
Cost of sales	15,895		44,024
Gross profit	5,238		4,643
Operating expenses:
Research and development	6,941		12,642
Selling, general and administrative expenses	14,828		13,227
Total operating expenses	21,769		25,869
Loss from operations	(16,531)		(21,226)
Other (income) expense:
Interest expense, net	8,596		6,372
Changes in fair value of warrants and conversion option	227		(21,696)
Other expense, net	960		868
Total other (income) expense, net	9,783		(14,456)
Net loss from continuing operations before income taxes	(26,314)		(6,770)
Income tax expense	—		15
Net loss from continuing operations, net of income taxes	$	(26,314)	$	(6,785)
Net income from discontinued operations, net of income taxes (refer to Note 3, Discontinued Operations)	5,031		3,731
Net loss attributable to common stockholders	$	(21,283)	$	(3,054)
Net loss per common share:
Basic and diluted net loss per common share from continuing operations	$	(0.14)	$	(0.04)
Basic and diluted net income per common share from discontinued operations	$	0.03	$	0.02
Basic and diluted total net loss per common share	$	(0.11)	$	(0.02)
Weighted average shares outstanding:
Basic and diluted weighted average shares outstanding	190,997		187,113

See accompanying notes to the condensed consolidated financial statements (unaudited).

5

Benson Hill, Inc.

Condensed Consolidated Statements of Comprehensive Loss (Unaudited)
(In Thousands)

	Three Months Ended March 31,
	2024		2023
Net loss attributable to common stockholders	$	(21,283)	$	(3,054)
Other comprehensive income (loss):
Foreign currency translation adjustment	(13)		—
Change in fair value of available-for-sale marketable securities, net of deferred taxes	1,111		856
Total other comprehensive income	1,098		856
Total comprehensive loss	$	(20,185)	$	(2,198)

See accompanying notes to the condensed consolidated financial statements (unaudited).

6

Benson Hill, Inc.

Condensed Consolidated Statements of Stockholders’ Equity (Unaudited)
(In Thousands)

	Common Stock			Additional Paid-In Capital		Accumulated Deficit		Accumulated Other Comprehensive Loss		Total Stockholders’ Equity
	Shares	Amount
Balance as of December 31, 2023	208,395	$	21	$	611,477	$	(523,786)	$	(1,669)	$	86,043
Stock option exercises, net	3,446	—		95		—		—		95
Stock-based compensation expense	—	—		1,293		—		—		1,293
Comprehensive income (loss)	—	—		—		(21,283)		1,098		(20,185)
Balance as of March 31, 2024	211,841	$	21	$	612,865	$	(545,069)	$	(571)	$	67,246

	Common Stock			Additional Paid-In Capital		Accumulated Deficit		Accumulated Other Comprehensive Loss		Total Stockholders’ Equity
	Shares	Amount
Balance as of December 31, 2022	206,668	$	21	$	609,450	$	(408,474)	$	(7,095)	$	193,902
Stock option exercises, net	791	—		121		—		—		121
Stock-based compensation expense	—	—		2,814		—		—		2,814
Comprehensive income (loss)	—	—		—		(3,054)		856		(2,198)
Balance as of March 31, 2023	207,459	$	21	$	612,385	$	(411,528)	$	(6,239)	$	194,639

See accompanying notes to the condensed consolidated financial statements (unaudited).

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Benson Hill, Inc.

Condensed Consolidated Statements of Cash Flows (Unaudited)
(In Thousands)

	Three Months Ended March 31,
	2024		2023
Operating activities
Net loss	$	(21,283)	$	(3,054)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization	4,226		5,263
Stock-based compensation expense	1,276		2,814
Bad debt expense	19		(228)
Changes in fair value of warrants and conversion option	227		(21,696)
Accretion and amortization related to financing activities	6,191		2,018
Realized losses on sale of marketable securities	1,155		1,050
Other	(2,834)		650
Changes in operating assets and liabilities:
Accounts receivable	2,594		(1,188)
Inventories	5,501		11,663
Other assets and other liabilities	(4,820)		(1,289)
Accounts payable	(5,061)		(18,471)
Accrued expenses	(2,236)		(15,225)
Net cash used in operating activities	(15,045)		(37,693)
Investing activities
Purchases of marketable securities	(29,541)		(23,277)
Proceeds from maturities of marketable securities	14,263		25,997
Proceeds from sales of marketable securities	24,387		38,927
Purchase of property and equipment	(409)		(2,680)
Proceeds from divestiture of discontinued operations	57,713		—
Other	2		27
Net cash provided by investing activities	66,415		38,994
Financing activities
Repayments of long-term debt	(59,871)		(843)
Payments of debt issuance costs	—		(2,000)
Borrowing under revolving line of credit	1,708		—
Repayments under revolving line of credit	(1,708)		—
Payments of finance lease obligations	(987)		(794)
Proceeds from exercise of stock awards, net of withholding taxes	95		122
Net cash used in financing activities	(60,763)		(3,515)
Effect of exchange rate changes on cash	(13)		—
Net decrease in cash and cash equivalents	(9,406)		(2,214)
Cash, cash equivalents and restricted cash, beginning of period	16,081		43,321
Cash, cash equivalents and restricted cash, end of period	$	6,675	$	41,107

Supplemental disclosure of cash flow information
Cash paid for interest	$	2,772	$	4,698
Supplemental disclosure of non-cash activities
Purchases of property and equipment included in liabilities	$	21	$	326

See accompanying notes to the condensed consolidated financial statements (unaudited).

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Benson Hill, Inc.

Notes to the Condensed Consolidated Financial Statements 

(Unaudited)

(In Thousands, Except Per Share Amounts)

1. Description of Business

Benson Hill is an ag-tech company on a mission to lead the pace of innovation in soy protein through differentiated and advantaged genetics. Leveraging downstream insights and demand, we utilize our CropOS® technology platform to design and deliver food and feed that’s better from the beginning: more nutritious, and more functional, while enabling efficient production and delivering novel sustainability benefits to food and feed customers. We are headquartered in St. Louis, Missouri, where most of our research and development activities are managed. In February 2024, as part of our acceleration to an asset-light business model, we divested our soy crushing and food-grade white flake and soy flour manufacturing operation in Creston, Iowa, which followed the October 2023 divestiture of our soy crushing facility in Seymour, Indiana. We continue to process dry peas in North Dakota through our Dakota Ingredients facility, and we sell our products throughout North America, in Europe and in several countries globally.

Moving to an asset-light business model enables Benson Hill to focus on our research and development competitive advantage. We participate across the value chain with partnerships that are more efficient to scale acreage, require less operating expense and are more capital efficient. This model will continue to enable us to solve end user challenges with seed innovation. As we analyze the asset-light business model across the value chain, there are three opportunities to monetize Benson Hill’s technology. First, licensing our germplasm to seed companies. Second, direct seed sales to farmers. And third, through technology access fees and value-based royalties from seed companies, processors and end users.

Our commitment to environmental and social issues impacting our planet and our purpose-driven culture are fundamental to our ability to achieve our mission. Environmental, Social and Governance (“ESG”) principles help guide our thinking and approach throughout the development and commercialization of our products, and our innovative culture is rooted in our Core Values of Be Bold, Be Inspired, and Be Real. We believe our technology platform, asset-light model, and purpose-driven culture will help bridge the divide between evolving preferences and quality traits already present within the genetic diversity of plants. We see nature as our partner; technology as our enabler; and innovators like our Company, like-minded stakeholders, stockholders and partners as the catalysts to activate the change needed.

Liquidity and Going Concern

The accompanying consolidated financial statements have been prepared in conformity with U.S. generally accepted accounting principles (“U.S. GAAP”) for financial reporting and Securities and Exchange Commission (“SEC”) regulations.

For the three months ended March 31, 2024, our Company incurred a net loss from continuing operations of $26,314 and had negative cash flows from operating activities of $15,045 and capital expenditures of $409. As of March 31, 2024, we had cash and marketable securities of $30,498. Furthermore, as of March 31, 2024, our Company had an accumulated deficit of $545,069 and term debt and notes payable of $6,771, which are subject to repayment terms and covenants further described in Note 8, Debt in this report. These factors, coupled with working capital needs and expected capital expenditures indicated that, without further action, our forecasted cash flows would not be sufficient for us to meet our contractual commitments and obligations as they came due in the ordinary course of business for 12 months after the date the consolidated financial statements are issued. Therefore, there is substantial doubt about our ability to continue as a going concern within one year after the date the financial statements are issued. The accompanying financial statements have been prepared on a basis that assumes that the Company will continue as a going concern, and do not include any adjustments that may result from the outcome of this uncertainty. This basis of accounting contemplates the recovery of the Company’s assets and the satisfaction of the Company’s liabilities and commitments in the normal course of business and does not include any adjustments to reflect the possible future effects of the recoverability and classification of recorded asset amounts or amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.

On February 13, 2024, we completed the sale of our soy crushing facility in Creston, Iowa, and used the proceeds to fully retire the Convertible Notes Payable. We paid an aggregate amount of $58,964, in full payment of our outstanding obligations under the Convertible Notes Payable. Refer to Note 8, Debt in this report for further details. Since our inception, we have incurred significant losses primarily to fund investment into technology and costs associated with early-stage commercialization of our products. In order to generate sufficient cash to offset the costs of funding continued investment in technology and to fund operations more broadly, our Company will be required to raise additional capital and identify additional sources of revenue, including from collaborative arrangements or joint operating activities, partnerships and licensing opportunities.

9

Benson Hill, Inc.

Notes to the Condensed Consolidated Financial Statements (continued)

(Unaudited)

(In Thousands, Except Per Share Data)

We have taken steps to alleviate the substantial doubt noted above. As mentioned above, during the first quarter of 2024, we sold our soybean processing facilities located in Creston, Iowa and utilized proceeds from the sales, in combination with restricted cash, to fully retire our obligations under the Convertible Notes Payable. We are decreasing cash required for our operations by reducing operating costs and reducing staff levels. We incurred severance costs of $1,859 for the three months ended March 31, 2024, included within selling, general and administrative expenses and net income from discontinued operations, net of income taxes, on our consolidated statements of operations. On May 7, 2024, the Company’s indirect wholly-owned subsidiary Dakota Dry Bean Inc. (“DDB”) amended and restated its credit facility, including to increase its term loan to $15.8 million and to extend the maturity date to April 2029. Refer to Note 15—Subsequent Events in this report for further details. In addition, we are working to manage our current liabilities while we continue to make changes in operations to improve our cash flow and liquidity position. Our liquidity plans and operating budget include further actions aimed at improving operating efficiencies by reducing certain operating costs, restructuring certain parts of our organization, exploring strategic alternatives, divesting our assets, supplementing cash needs by selling additional shares of our common stock or securities convertible into common stock to the public through our shelf registration statement, or otherwise, or obtaining alternative forms of financing which may or may not be dilutive. There are no guarantees that we will achieve any of these plans, which involve risks and uncertainties, or that our achievement of any of these plans will sufficiently address our substantial doubt about our ability to continue as a going concern.

2. Summary of Significant Accounting Policies

Basis of Presentation and Principles of Consolidation

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with U.S. GAAP for interim financial reporting and SEC regulations. The unaudited condensed consolidated financial statements include the accounts of our Company and our wholly-owned subsidiaries. All intercompany transactions and balances have been eliminated in consolidation. In the opinion of management, all adjustments considered necessary for a fair presentation have been included. Results of operations for the interim periods are not necessarily indicative of the results to be expected for the full year ended December 31, 2024. A description of our significant accounting policies is included in the notes to our audited consolidated financial statements in our Annual Report on Form 10-K for the year ended December 31, 2023. These unaudited condensed consolidated financial statements should be read in conjunction with the December 31, 2023 audited consolidated financial statements and the notes thereto.

Any reference in these notes to applicable guidance is meant to refer to the authoritative U.S. GAAP as found in the Accounting Standards Codification (“ASC”) and an Accounting Standards Update (“ASU”) of the Financial Accounting Standards Board (“FASB”).

Certain prior period balances have been reclassified to conform to the current period presentation in the unaudited condensed consolidated financial statements and the accompanying notes. All dollar amounts, share units and commodity quantities are in thousands, except per share amounts, unless otherwise noted. This includes reporting financial results for former Fresh Segment and Seymour, Indiana and Creston, Iowa processing facilities as discontinued operations (See Note 3, Discontinued Operations) for all periods presented.

Emerging Growth Company Status

We are an “emerging growth company,” as defined in Section 2(a) of the Securities Act and have elected to take advantage of the benefits of the extended transition period for new or revised financial accounting standards. We expect to remain an emerging growth company at least through December 31, 2024 and expect to continue to take advantage of the benefits of the extended transition period, although we may decide to early adopt such new or revised accounting standards to the extent permitted by such standards. We expect to use this extended transition period for complying with new or revised accounting standards that have different effective dates for public and non-public companies until the earlier of the date we (i) are no longer an emerging growth company or (ii) affirmatively and irrevocably opt out of the extended transition period provided in the Jumpstart Our Business Startups Act of 2012 (“JOBS Act”). This may make it difficult or impossible to compare our financial results with the financial results of another public company that is either not an emerging growth company or is an emerging growth company that has chosen not to take advantage of the extended transition period exemptions because of the potential differences in accounting standards used.

10

Benson Hill, Inc.

Notes to the Condensed Consolidated Financial Statements (continued)

(Unaudited)

(In Thousands, Except Per Share Data)

In addition, we intend to rely on the other exemptions and reduced reporting requirements provided by the JOBS Act. Subject to certain conditions set forth in the JOBS Act, if, as an emerging growth company, we intend to rely on such exemptions, we are not required to, among other things: (a) provide an auditor’s attestation report on our system of internal control over financial reporting pursuant to Section 404(b) of the Sarbanes-Oxley Act; (b) provide all of the compensation disclosure that may be required of non-emerging growth public companies under the Dodd-Frank Wall Street Reform and Consumer Protection Act; (c) comply with any requirement that may be adopted by the Public Company Accounting Oversight Board regarding mandatory audit firm rotation or a supplement to the auditor’s report providing additional information about the audit and the financial statements (auditor discussion and analysis); and (d) disclose certain executive compensation-related items such as the correlation between executive compensation and performance and comparisons of the Chief Executive Officer’s compensation to median employee compensation.

We will remain an emerging growth company under the JOBS Act until the earliest of (a) December 31, 2026, (b) the last date of our fiscal year in which we have total annual gross revenue of at least $1.235 billion, (c) the date on which we are deemed to be a “large accelerated filer” under the SEC rules with at least $700.0 million of outstanding securities held by non-affiliates or (d) the date on which we have issued more than $1.0 billion in non-convertible debt securities during the previous three years.

Use of Estimates

The preparation of our condensed consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported in our condensed consolidated financial statements and accompanying notes. Actual results could differ from those estimates. Significant management estimates include those with respect to allowance for doubtful accounts, reserves for inventory obsolescence, the recoverability of long-lived assets, intangibles and goodwill and the estimated value of our warrant liabilities and conversion option liabilities.

Cash, Cash Equivalents and Restricted Cash

We consider all short-term, highly liquid investments with maturities of 90 days or less at the acquisition date to be cash equivalents. Restricted cash primarily represents cash proceeds from the sale of certain assets pursuant to the covenants with a lender. Restricted cash is classified as non-current if we expect that the cash will remain restricted for a period greater than one year.

The following table provides a reconciliation of cash, cash equivalents and restricted cash reported within the condensed consolidated balance sheets, inclusive of $29 and $2,796 of cash and cash equivalents reported within current assets of discontinued operations as of March 31, 2024 and March 31, 2023 to the amounts shown in the condensed consolidated statements of cash flows.

	March 31, 2024		March 31, 2023
Cash and cash equivalents	$	6,646	$	16,048
Restricted cash, current	—		17,912
Cash and cash equivalents reported in current assets of discontinued operations	29		7,147
Total cash, cash equivalents and restricted cash shown in the condensed consolidated statements of cash flows	$	6,675	$	41,107

Goodwill and Intangible Assets

Goodwill, arising from a business combination as the excess of purchase price and related costs over the fair value of identifiable assets acquired and liabilities assumed is not amortized and is subject to an annual impairment test as of December 1, unless events indicate an interim test is required. In performing this impairment test, management will first qualitatively assess indicators of a reporting unit’s fair value. If, after completing the qualitative assessment, management believes it is likely that a reporting unit is impaired, a discounted cash flow analysis is prepared to estimate the fair value of the reporting unit.

Critical estimates in the determination of the fair value of each reporting unit include, but are not limited to, future expected cash flows based on estimates of future sales volumes, sales prices, production costs, and discount rates. These estimates

11

Benson Hill, Inc.

Notes to the Condensed Consolidated Financial Statements (continued)

(Unaudited)

(In Thousands, Except Per Share Data)

generally constitute unobservable Level 3 inputs under the fair value hierarchy. An adjustment to goodwill will be recorded for any goodwill that is determined to be impaired.

Impairment of goodwill is measured as the excess of the carrying amount of goodwill over the fair value of the reporting unit. During the second quarter of 2023, we identified an indicator of impairment and determined it was no longer more likely than not that the fair value of our sole reporting unit was in excess of the carrying value. We performed an impairment analysis for the Ingredients reporting unit as of June 30, 2023, using a discounted cash flow model (a form of the income approach), utilizing Level 3 unobservable inputs. Our estimates in this analysis included, but were not limited to, future cash flow projections, the weighted average cost of capital, the terminal growth rate, and the tax rate. The impairment charge reflects an ongoing assessment of current market conditions and potential strategic investments to continue commercializing our proprietary products and pursue other strategic investments in the industry. As a result, a quantitative goodwill and separately identifiable intangible asset impairment assessment was performed as of June 30, 2023, and we recorded an impairment of the carrying value of goodwill of $19,226, which represented the entire goodwill balance prior to the impairment charge. The goodwill impairment charge had an immaterial impact on the provision for income taxes.

Intangible assets consist primarily of customer relationships, trade names, employment agreements, technology licenses, and developed or acquired technology. Intangible assets are valued based on the income approach, which utilizes discounted cash flows, or cost buildup. These estimates generally constitute Level 3 inputs under the fair value hierarchy.

In conjunction with business acquisitions, we obtain trade names and permits, enter into employment agreements, and gain access to the developed technology, distribution channels and customer relationships of the acquired companies. Trade names and permits are amortized over their estimated useful life, which is generally 10 years. The developed and acquired technology is amortized over its estimated useful life of 13 years. Customer relationships are expected to provide economic benefits to our Company over the amortization period of 15 years and are amortized on a straight-line basis. The amortization period of customer relationships represents management’s best estimate of the expected usage or consumption of the economic benefits of the acquired assets, which is based on our historical experience of customer attrition rates.

Definite lived intangible assets are reviewed for impairment, at the asset group level, whenever, in management’s judgment, impairment indicators are present. At a minimum, we assess all definite lived intangible assets annually for indicators of impairment. When indicators of impairment are present, such an assessment involves estimating undiscounted cash flows over the remaining useful life of the intangible. If the review indicates that undiscounted cash flows are less than the carrying value of the intangible asset, the asset group is written down to fair value, and any impairment is assigned to the assets in the asset group in accordance with the applicable guidance, and a corresponding impairment is recognized in our consolidated statements of operations and comprehensive loss.

For the quarter ended March 31, 2024, we determined there was no impairment of our intangible assets. However, we are currently exploring a broad strategic review of our business which could result in us being unable to recover all or a portion of the carrying value of our intangible assets. The amount and timing of any impairment charge would depend on a number of factors including the structure, timing, and scope of any assets disposed in any future transactions.

Impairment of Long-lived Assets

We review long-lived assets, including lease right-of-use assets, for impairment whenever events or changes in circumstances indicate that an asset group’s carrying amount may not be recoverable. We conduct our long-lived asset impairment analysis in accordance with ASC 360-10, Impairment or Disposal of Long-Lived Assets, which requires us to group assets and liabilities at the lowest level for which identifiable cash flows are largely independent of the cash flows of other assets and liabilities and evaluate the asset group against the sum of the undiscounted future cash flows. If the undiscounted cash flows do not indicate the carrying amount of the asset group is recoverable, an impairment charge is measured as the amount by which the carrying amount of the asset group exceeds its fair value. We conducted a review of our long-lived assets as of March 31, 2024 and determined that the carrying value of our assets is recoverable and no impairment charge was necessary. We are currently executing a transition of our business model which could further result in us being unable to recover all or a portion of the remaining carrying value of our long-lived assets.

12

Benson Hill, Inc.

Notes to the Condensed Consolidated Financial Statements (continued)

(Unaudited)

(In Thousands, Except Per Share Data)

Recently Issued Accounting Guidance Not Yet Effective

In December 2023, the FASB issued ASU 2023-09, Improvements to Income Tax Disclosures (“ASU 2023-09”). The standard requires all entities to disclose specific categories in the rate reconciliation, income taxes paid, and other income tax information. For public business entities, the amendments in ASU 2023-09 are effective for annual periods beginning after December 15, 2024. Early adoption is permitted. We do not expect the adoption of this guidance to have a material impact on our consolidated financial statements.

In November 2023, the FASB issued ASU 2023-07, Segment Reporting—Improvements to Reportable Segment Disclosures (“ASU 2023-07”). ASU 2023-07 requires public entities, including those entities with a single reportable segment, to provide disclosures of significant segment expenses and other segment items. The public entities are permitted to disclose multiple measures of a segment’s profit or loss used by the chief operating decision-maker to allocate resources and assess performance, as long as at least one measure that is most consistent with our consolidated financial statements is included. The guidance is effective for public entities for fiscal years beginning after December 15, 2023, and interim periods in fiscal years beginning after December 15, 2024. The guidance is applied retrospectively to all periods presented in financial statements, unless it is impracticable. Early adoption is permitted. We do not expect the adoption of this guidance to have a material impact on our consolidated financial statements.

3.Discontinued Operations

Sale of Seymour, Indiana and Creston, Iowa Facilities

On October 31, 2023, the Company sold our soybean processing facility located in Seymour, Indiana, together with certain related assets, for approximately $35,397 of total gross proceeds, subject to certain adjustments, including an adjustment for inventory and other working capital (the “Seymour Sale”). Upon closing the Seymour Sale, we recorded a gain on the sale of $18,970 for the year ended December 31, 2023.

On February 13, 2024, we sold all of our interests in a wholly-owned subsidiary, Benson Hill Ingredients, LLC (“BHI”), which owns and operates a soybean processing facility in Creston, Iowa, to White River Creston, LLC (the “Purchaser”) for $52,500, plus a working capital adjustment estimated to be $19,671 (the “Purchase Price”), subject to certain deferred payments, holdbacks and other adjustments as defined in the Membership Interest Purchase Agreement (the “MIPA”) (the “Creston Sale”). Upon closing the Creston Sale, we recorded a gain on the sale of $2,844 for the three months ended March 31, 2024.

Upon closing the Creston Sale, $3,413 of the Purchase Price (the “Holdback”) and $4,950 of the Purchase Price (the “Carryback”) was held back by the Purchaser. The Holdback may be used by the Purchaser to satisfy certain Adverse Consequences (as defined in the MIPA) subject to the indemnification provisions, and for the Purchaser’s recovery with respect to certain Facility KPIs (as defined in the MIPA). The Holdback, less any amounts due to the Purchaser under the MIPA terms, shall be paid to the Seller within five days following the twelve-month anniversary of the closing. The Carryback will be paid by the Purchaser to the Seller pursuant to the terms of a promissory note executed by the Purchaser, and guaranteed by BHI, on February 13, 2024 (the “Promissory Note”). Under the Promissory Note, and subject to its terms and conditions, the Carryback will be paid in four equal installments on November 24, 2024, February 25, 2025, May 25, 2025, and August 25, 2025, together with all unpaid accrued interest on the outstanding principal amount on each such date. Subject to the terms and conditions of the Promissory Note, interest will accrue on the outstanding and unpaid principal amount thereunder at a fixed rate equal to 8.00% per annum. The Promissory Note may be partially or fully prepaid at any time without penalty.

The Company entered into a Transition Services Agreement (“TSA”) with the Purchaser, which is designed to ensure and facilitate an orderly transfer of operations. The TSA terms are four to six months with the option to extend for additional months. TSA income is recognized as services are performed.

The Creston Sale and the Seymour Sale (collectively, the “Transactions”) were separately marketed, negotiated, executed, and closed, and neither of the Transactions was conditioned upon the other. The Transactions were executed to leverage the Company’s core competencies as a technology-enabled seed innovation company as the Company transitions from a vertically integrated business model to an asset-light business model with an expanded focus on animal feed markets. Exiting the soybean processing business is intended to strengthen the Company’s balance sheet as the Company seeks to continue to commercialize our core business and intellectual property assets through partnerships and licensing arrangements to scale the Company’s

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Benson Hill, Inc.

Notes to the Condensed Consolidated Financial Statements (continued)

(Unaudited)

(In Thousands, Except Per Share Data)

product innovations. In accordance with ASC 205-20, Discontinued Operations, the Creston Sale was a strategic shift as the Company exited the ownership and operation of soybean processing assets. Therefore, the Transactions collectively met the criteria for transactions required to be accounted for as discontinued operations.

Divestiture of J&J Produce, Inc. (“J&J”)

On December 29, 2022, we entered into a Stock Purchase Agreement (the “Stock Sale”) to sell J&J and all of the outstanding equity securities of J&J’s subsidiaries for aggregate cash consideration of $3,000, subject to certain adjustments. In connection with the Stock Purchase Agreement, on December 29, 2022, J&J entered into a Purchase and Sale Agreement, pursuant to which J&J sold certain real and personal property comprising an agricultural production and processing facility located in Vero Beach, Florida, for an aggregate purchase price of $18,000, subject to certain adjustments. Certain property was leased back to J&J pursuant to a separate agricultural and facility lease for a short period of time. On June 30, 2023, we closed the Stock Sale. As of March 31, 2024, the carrying value of assets and liabilities in discontinued operations approximated their fair value due to their short maturities. J&J was the main component of our former Fresh segment. In accordance with ASC 205-20, Discontinued Operations, our strategic shift to exit the former Fresh segment met the criteria to be classified as businesses held for sale and presented as a discontinued operation. J&J had assets of $479 and $601 and liabilities of $916 and $559 as of March 31, 2024 and December 31, 2023 respectively. J&J had net loss of $413 for the three months ended March 31, 2024, all of which attributed to expenses incurred. J&J had revenues of $22,335, cost of sales of $18,733, operating expenses of $1,454 and net income of $1,791 for the three months ended March 31, 2023.

We reclassified the combined results of discontinued operations in our condensed consolidated statements of operations for all periods presented. The carrying amounts of the assets and liabilities of the discontinued operations were as follows:

	March 31, 2024		December 31, 2023
Assets
Current assets:
Cash and cash equivalents	$	29	$	7,147
Accounts receivable, net	8,556		26,412
Inventories, net	2,318		10,640
Prepaid expenses and other assets	5,941		6,468
Property and equipment, net	—		52,510
Total assets from discontinued operations	$	16,844	$	103,177
Liabilities
Current liabilities:
Accounts payable	$	73	$	12,741
Operating lease liabilities	—		2,851
Accrued expenses and other liabilities	559		3,210
Total liabilities from discontinued operations	$	632	$	18,802

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Benson Hill, Inc.

Notes to the Condensed Consolidated Financial Statements (continued)

(Unaudited)

(In Thousands, Except Per Share Data)

The operating results of the discontinued operations, net of tax, were as follows:

	Three Months Ended March 31,
	2024		2023
Revenues	$	30,890	$	108,311
Cost of sales	27,107		99,829
Gross profit	3,783		8,482
Operating expenses:
Research and development	17		—
Selling, general and administrative expenses	1,639		4,394
Gain on divestiture of discontinued operations	(2,844)		—
Total operating expenses	(1,188)		4,394
Interest (income) expense, net	(27)		7
Other (income) expense, net	(33)		350
Net income from discontinued operations, before income taxes	5,031		3,731
Income tax expense	—		—
Net income from discontinued operations, before income taxes	$	5,031	$	3,731

Depreciation, amortization and significant operating and investing items in the condensed consolidated statements of cash flows for the discontinued operations are as follows:

	Three Months Ended March 31,
	2024		2023
Operating activities
Depreciation and amortization	$	399	$	1,789
Bad debt expense	1		(173)
Net gain on divestiture of discontinued operations	(2,844)		—
Investing activities
Payments for acquisitions of property and equipment	(141)		(283)
Net proceeds from divestiture	57,713		—

4. Fair Value Measurements

Assets and liabilities recorded at fair value on a recurring basis on the balance sheets are categorized based upon the level of judgment associated with the inputs used to measure their fair values. The authoritative guidance on fair value measurements establishes a three-tier fair value hierarchy for disclosure of fair value measurements as follows:

Level 1 — Observable inputs such as unadjusted, quoted prices in active markets for identical assets or liabilities at the measurement date.

Level 2 — Inputs (other than quoted prices included in Level 1) are either directly or indirectly observable for the asset or liability. These include quoted prices for similar assets or liabilities in active markets and quoted prices for identical or similar assets or liabilities in markets that are not active.

Level 3 — Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities.

Our financial instruments consist of cash and cash equivalents, marketable securities, accounts receivable, commodity derivatives, commodity contracts, accounts payable, accrued liabilities, warrant liabilities, conversion option liabilities, and notes payable. As of March 31, 2024 and December 31, 2023, we had cash and cash equivalents of $6,646 and $8,934, respectively, which include money market funds with maturities of less than three months. At March 31, 2024 and

15

Benson Hill, Inc.

Notes to the Condensed Consolidated Financial Statements (continued)

(Unaudited)

(In Thousands, Except Per Share Data)

December 31, 2023, the carrying values of cash and cash equivalents, accounts receivable, accounts payable, and accrued liabilities approximated fair value due to their short maturities.

The following tables provide the financial instruments measured at fair value on a recurring basis based on the fair value hierarchy:

	March 31, 2024
	Level 1		Level 2		Level 3		Total
Assets
U.S. treasury securities	$	6,120	$	—	$	—	$	6,120
Corporate bonds	$	—	$	14,706	$	—	$	14,706
Preferred stock	—		3,026		—		3,026
Marketable securities	$	6,120	$	17,732	$	—	$	23,852
Liabilities
Warrant liabilities	$	233	$	33	$	1,152	$	1,418
Total liabilities	$	233	$	33	$	1,152	$	1,418

	December 31, 2023
	Level 1		Level 2		Level 3		Total
Assets
U.S. treasury securities	$	67	$	—	$	—	$	67
Corporate bonds	—		25,378		—		25,378
Preferred stock	—		7,407		—		7,407
Marketable securities	$	67	$	32,785	$	—	$	32,852
Liabilities
Warrant liabilities	$	201	$	30	$	955	$	1,186
Conversion option liabilities	—		—		5		5
Total liabilities	$	201	$	30	$	960	$	1,191

Public Warrant liabilities of $30 were transferred from Level 1 to Level 2 in 2023. Our Public Warrants were traded on the NYSE under the symbol “BHIL WS.” and considered Level 1 liabilities through December 18, 2023. On December 18, 2023, we received notice from the NYSE that it had determined to commence proceedings to delist our Company’s Public Warrants. On December 19, 2023, the NYSE suspended trading in the warrants. As of December 31, 2023, Public Warrants are available for trading over-the-counter under the symbol “BHILW” and are considered Level 2 liabilities. There were no other transfers of financial assets or liabilities into or out of Level 1, Level 2, or Level 3 for 2024 or 2023.

All of our derivative contracts are centrally cleared and therefore are cash-settled on a daily basis. This results in the derivative contracts having a fair value that approximates zero on a daily basis. Therefore, there are no derivative assets or liabilities included in the table above. Refer to Note 6, Derivatives in this report for further discussion.

The warrant liabilities consist of PIPE Investment Warrants, Convertible Notes Payable Warrants, Notes Payable Warrants, Private Placement Warrants, and Public Warrants. History, fair value hierarchy, valuation techniques and inputs of those warrants are more fully described in Note 5, Fair Value Measurements and Note 15, Warrant Liabilities, to the Consolidated Financial Statements included in our Annual Report on Form 10-K for the year ended December 31, 2023. Pursuant to the Fourth Amendment to the Convertible Loan and Security Agreement entered into with the lender in October 2023, Convertible Notes Payable Warrants must be repriced based on the trailing 5-day VWAP immediately prior to the date of the Fourth Amendment. The exercise price of the Convertible Notes Payable Warrants (the “Conversion Price”) was $0.19 as of December 31, 2023. These warrant liabilities are valued based on Black-Scholes option pricing model.

16

Benson Hill, Inc.

Notes to the Condensed Consolidated Financial Statements (continued)

(Unaudited)

(In Thousands, Except Per Share Data)

The significant inputs to the valuation of Level 3 warrant and conversion option liabilities as of March 31, 2024 were as follows:

	PIPE Investment Warrants			Private Placement Warrants			Convertible Notes Payable Warrants
Exercise Price	$	3.90		$	11.50		$	0.19
Stock Price	$	0.20		$	0.20		$	0.20
Volatility	119.1		%	119.0		%	120.0		%
Remaining term in years	2.99			2.75			2.75
Risk-free rate	4.4		%	4.1		%	4.5		%
Dividend yield	—		%	—		%	—		%

The significant inputs to the valuation of Level 3 warrant and conversion option liabilities as of December 31, 2023 were as follows:

	PIPE Investment Warrants			Private Placement Warrants			Convertible Notes Payable Warrants			Conversion Option Liabilities
Exercise Price	$	3.90		$	11.50		$	0.19		$	2.47
Stock Price	$	0.17		$	0.17		$	0.17		$	0.17
Volatility	113.0		%	119.0		%	112.5		%	97.6		%
Remaining term in years	3.24			2.75			3.00			1.00
Risk-free rate	4.0		%	4.1		%	4.0		%	4.8		%
Dividend yield	—		%	—		%	—		%	—		%

The following table summarizes the change in the warrant and conversion option liabilities categorized as Level 3 for the three months ended March 31, 2024 and 2023:

	Three Months Ended March 31, 2024
Balance, beginning of period	$	960
Changes in estimated fair value	192
Ending balance, March 31, 2024	$	1,152

	Three Months Ended March 31, 2023
Balance, beginning of period	$	26,907
Changes in estimated fair value	(18,436)
Ending balance, March 31, 2023	$	8,471

Fair Value of Long-Term Debt

As of March 31, 2024 and December 31, 2023, the fair value of our debt, including amounts classified as current, was $6,771 and $64,336, respectively. Fair values are based upon valuation models using market information, which fall into Level 3 in the fair value hierarchy.

5. Investments in Available-for-Sale Securities

We have invested in marketable debt securities, primarily investment-grade corporate bonds, preferred stock, and highly liquid U.S Treasury securities, which are held in the custody of a major financial institution. These securities are classified as

17

Benson Hill, Inc.

Notes to the Condensed Consolidated Financial Statements (continued)

(Unaudited)

(In Thousands, Except Per Share Data)

available-for-sale and, accordingly, the unrealized gains and losses are recorded through other comprehensive income and loss. Marketable securities classified as available-for-sale securities are summarized below:

	March 31, 2024
	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses		Fair Value
U.S. treasury securities	$	6,431	$	—	$	(2)	$	6,429
Corporate bonds	14,710		—		(277)		14,433
Preferred stock	3,085		2		(97)		2,990
Total Investments	$	24,226	$	2	$	(376)	$	23,852

	December 31, 2023
	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses		Fair Value
U.S. treasury securities	$	458	$	—	$	—	$	458
Corporate bonds	26,040		8		(1,015)		25,033
Preferred stock	7,839		—		(478)		7,361
Total Investments	$	34,337	$	8	$	(1,493)	$	32,852

The aggregate fair value of investments with unrealized losses that had been owned for less than a year was $14,671 and $6,887 as of March 31, 2024 and December 31, 2023, respectively. The aggregate fair value of investments with unrealized losses that had been owned for more than one year was $6,036 and $21,543 as of March 31, 2024 and December 31, 2023, respectively.

Available-for-sale investments outstanding as of March 31, 2024, classified as marketable securities in our condensed consolidated balance sheets, have maturity dates ranging from the second quarter of 2024 through the fourth quarter of 2026. The fair value of marketable securities as of March 31, 2024 with maturities within one year and one to five years is $14,524 and $9,328, respectively. We classify available-for-sale investments as current based on the nature of the investments and their availability to provide cash for use in current operations, if needed.

6. Derivatives

Corporate Risk Management Activities

We use exchange-traded futures to manage price risk of fluctuating Chicago Board of Trade prices related to forecasted purchases and sales of soybeans and soybean related products in the normal course of business. These risk management activities are actively monitored for compliance with our risk management policies.

As of March 31, 2024, our Company held financial futures related to a portion of our forecasted purchases of soybeans for an aggregate notional volume of 2,160 bushels of soybeans; all of which will settle in 2024. As of March 31, 2024, our Company held financial futures related to a portion of our forecasted sales of soybean oil for an aggregate notional volume of 47 pounds of soybean oil; all of which will settle in 2024.

Tabular Derivatives Disclosures

We have master netting agreements with our counterparties, which allow for the settlement of contracts in an asset position with contracts in a liability position in the event of default or termination. Such netting arrangements reduce our credit exposure related to these counterparties. As all of our derivative contracts are centrally cleared and therefore are cash-settled on a daily basis, the fair value approximates zero. Our derivative contracts were as follows:

18

Benson Hill, Inc.

Notes to the Condensed Consolidated Financial Statements (continued)

(Unaudited)

(In Thousands, Except Per Share Data)

	March 31, 2024				December 31, 2023
	Asset Derivative		Liability Derivative		Asset Derivative		Liability Derivative
Soybeans	$	—	$	42	$	539	$	—
Soybean oil	—		3		—		180
Soybean meal	—		—		—		588
Effect of daily cash settlement	—		(45)		(539)		(768)
Net derivatives as classified in the balance sheet	$	—	$	—	$	—	$	—

We had a current asset representing excess cash collateral posted to a margin account of $1,138 and $992 as of March 31, 2024 and December 31, 2023, respectively. These amounts are not included with the derivatives presented in the table above, but are included in prepaid expenses and other current assets in the condensed consolidated balance sheets.

Currently, we do not seek cash flow hedge accounting treatment for derivative financial instruments and thus changes in fair value are reflected in current earnings.

The tables below show the amounts of pre-tax gains and losses recognized in our condensed consolidated statements of operations related to the derivatives:

	Three Months Ended March 31, 2024						Three Months Ended March 31, 2023
	Gain (loss) realized on derivatives		Unrealized gain (loss) on derivatives		Total gain (loss) recognized in income		Gain (loss) realized on derivatives		Unrealized gain (loss) on derivatives		Total gain (loss) recognized in income
Soybeans	$	3,267	$	(581)	$	2,686	$	163	$	(827)	$	(664)
Soybean oil	(179)		177		(2)		407		(1)		406
Soybean meal	(1,860)		588		(1,272)		(3,333)		3,426		93
Total	$	1,228	$	184	$	1,412	$	(2,763)	$	2,598	$	(165)

Table disclosures above include the results from both continuing operations and discontinued operations. Our soybean positions are designed to hedge risk related to inventory purchases, therefore the gains and losses on soybean instruments from our operations are recorded in cost of sales in our condensed consolidated statements of operations. Our soybean oil and soybean meal positions are designed to hedge risk related to sales transactions therefore the gains and losses on soybean oil and soybean meal instruments from our operations are recorded in revenues in our condensed consolidated statements of operations.

We classify the cash effects of our derivatives within the “Cash Flows from Operating Activities” section of our condensed consolidated statements of cash flows.

7. Inventories, Net

Inventories, net consist of the following:

	March 31, 2024		December 31, 2023
Raw materials and supplies	$	4,181	$	7,137
Work-in-process	5,031		3,938
Finished goods	5,758		3,785
Total inventories	$	14,970	$	14,860

Work-in-process inventory consists of seed provided to contracted seed producers and growers with which we hold a purchase option for, or are required to purchase the future harvested seeds or grains. It also includes crops under production which represent the direct costs of land preparation, seed, planting, growing, and maintenance.

19

Benson Hill, Inc.

Notes to the Condensed Consolidated Financial Statements (continued)

(Unaudited)

(In Thousands, Except Per Share Data)

8. Debt

	March 31, 2024		December 31, 2023
DDB Term Loan, due April 2026	$	5,972	$	6,256
DDB Equipment Loan, due July 2024	350		525
Convertible Notes Payable, due March 2024	—		59,310
Equipment Financing, due March 2025	391		488
Notes Payable, varying maturities through June 2026	58		64
Less: unamortized debt discount and debt issuance costs	—		(6,192)
	6,771		60,451
Less: current maturities of long-term debt	(1,897)		(55,201)
Long-term debt	$	4,874	$	5,250

Term Loan, Equipment Loan and Revolver

In April 2019, our wholly-owned subsidiary, Dakota Dry Bean, Inc. (“DDB”) entered into a Credit Agreement comprised of a $14,000 aggregate principal amount of floating rate, five-year term loan (“DDB Term Loan”), a $3,500 floating rate, five-year loan to be used for facility expansion (“DDB Equipment Loan”), and a $6,000 floating rate revolving credit facility (“DDB Revolver”), which is renewed annually (together, the “Credit Agreement”). In March 2024, the DDB Term Loan maturity date was extended to April 2026. In the fourth quarter of 2023, the DDB Revolver maturity date was extended to December 2024. As of March 31, 2024, the interest rate is U.S. prime rate plus 0.75% on the DDB Term Loan and DDB Equipment Loan, and U.S. prime rate plus 0.25% on the DDB Revolver.

The Credit Agreement is secured by substantially all of DDB’s real and personal property and is guaranteed, in part, by Benson Hill, Inc., DDB’s parent company, to a maximum of $7,000. The DDB Term Loan is payable in equal quarterly installments of $284 plus interest with the remaining balance of $5,972 due in April 2025. The Equipment Loan is payable in equal quarterly installments of $175 plus interest through July 2024.

Under the Credit Agreement, DDB and our Company must comply with certain financial covenants based on DDB’s operations, including a minimum working capital covenant, a minimum net worth covenant, a funded debt to EBITDA ratio covenant, and a fixed charge coverage ratio covenant.

Benson Hill, as guarantor, must also comply with a minimum cash covenant. The Credit Agreement also contains various restrictions on our activities, including restrictions on indebtedness, liens, investments, distributions, acquisitions and dispositions, control changes, transactions with affiliates, establishment of bank and brokerage accounts, sale-leaseback transactions, margin stocks, hazardous substances, hedging, and management agreements. During the first quarter of 2024, we were in compliance with the financial covenants under the Credit Agreement.

On May 7, 2024, DDB amended and restated its Credit Agreement. Refer to Note 15—Subsequent Events in this report for further details.

Convertible Notes Payable

In December 2021, we entered into a financing agreement with an investment firm (the “Convertible Loan and Security Agreement”), which included a commitment by the lender to make term loans available to us in an amount of up to $100,000 with $80,000 available immediately.

We executed term notes with the lender in December 2021 in the aggregate amount of $80,000 with an initial term of 36 months payable in interest only, at the greater of (a) the prime rate of interest as published in the Wall Street Journal or (b) 3.25% per annum, plus 5.75% per annum for the first 12 months and principal and interest payments for the remaining 24 months. The term notes were secured by substantially all of our assets.

20

Benson Hill, Inc.

Notes to the Condensed Consolidated Financial Statements (continued)

(Unaudited)

(In Thousands, Except Per Share Data)

In June 2022, we amended the Convertible Loan and Security Agreement (“First Amendment”), which changed the definition of gross margin, and modified the Conversion Price and the Exercise Price. The change to the definition of gross margin removed the impact of derivative hedging gains or losses related to future periods and resulted in our achievement of the milestones required to draw on the second tranche. We drew on the full $20,000 available under the second tranche upon entering into this amendment.

In November 2022, we entered into a second amendment to the Convertible Loan and Security Agreement (“Second Amendment”), which, among other things, changed the definition of Outstanding Shares based on the updated definition of Market Cap Threshold I. Additionally, the required minimum liquidity covenant requirement was reduced from six months to four months. The amendment also increased the designated interest rate by 25 basis points.

In March 2023, we entered into a third amendment to the Convertible Loan and Security Agreement (“Third Amendment”), which, among other things, allowed the restricted cash to be counted towards the required minimum liquidity covenant calculation. In addition, the Third Amendment increased the final balloon payment by 200 basis points and reset the prime rate to be the greater of (a) the prime rate of interest as published in the Wall Street Journal or (b) 7.75% per annum.

In October 2023, we entered into a fourth amendment to the Convertible Loan and Security Agreement (the “Fourth Amendment”), which, among other things: changed the maturity date to March 1, 2024; changed the prepayment fee to be equal to 1% of any prepayment of Loans (as defined in the Convertible Loan and Security Agreement) for any prepayments made prior to January 14, 2024; increased the “final payment” from 12.70% to 17.70% of the original Commitment amount of $100,000; within one business day after closing of certain sales of our equity securities, we must pay as a prepayment the lesser of (i) 100% of the net closing proceeds or (ii) the outstanding principal of the Obligations (as defined in the Convertible Loan and Security Agreement); within one business day of the closing of certain asset sales, we must pay as a prepayment the net closing proceeds from such asset sales; within one business day of either November 15, 2023 or the closing of certain asset sales, we must pay as a prepayment the lesser of (i) all cash in the Blocked Account (as defined in the Convertible Loan and Security Agreement) or (ii) the outstanding principal and pro rata portion of fees due, the financial covenant to maintain at all times a minimum liquidity equal to or greater than four or six months will be removed effective upon the lender’s receipt of net closing proceeds from certain asset sales and all cash in the Blocked Account and following such removal, we will instead be required to maintain $20,000 of unrestricted cash at all times, and the Warrants (as defined in the Convertible Loan and Security Agreement) must be repriced based on the trailing 5-day VWAP immediately prior to the date of the Fourth Amendment.

At any time after six months and before 42 months from the closing date of the initial term loans, up to $20,000 of the principal amount of the term loans then outstanding may be converted (at the lender’s option) into shares of our Company’s common stock at a price per share (“Conversion Price”) equal to the lower of (a) $2.47; (b) in the case of any “equity purchase commitments” and/or “at-the-market” or similar transactions, which result in the realization by our Company of gross proceeds of $20,000 or more over any period of 14 consecutive trading days prior to September 30, 2022, the VWAP of the common stock on the last trading day of such 14 day period; or (c) the effective price per share of any bona fide equity offering, which closes after June 30, 2022 and prior to September 30, 2022. The conversion option is subject to: (a) the closing sales price of our common stock for each of the seven consecutive trading days immediately preceding the conversion, being greater than or equal to the conversion price; (b) the shares of our common stock issued in connection with any such conversion not exceeding 20% of the total trading volume of our common stock for the 22 consecutive trading days immediately prior to and including the effective date of the conversion; and (c) all lenders’ pro forma shares of our common stock resulting from the conversion option, when added to all lenders’ pro forma shares of our common stock resulting from the exercise of the warrants, not exceeding 2.5% of the number of shares of our common stock outstanding at the time of the conversion.

In November 2023, using the proceeds obtained from the sale of our soy processing facility in Seymour, Indiana, and other asset sales, we repaid approximately half of the outstanding obligations under the Convertible Notes Payable for an aggregate amount of $58,391.

On February 13, 2024, we repaid in full all outstanding obligations under the Convertible Loan and Security Agreement with Avenue Capital Management II, L.P. (the “Agent”), as administrative agent and collateral agent for several funds managed by the Agent (the “Lenders”) (as amended, restated, or supplemented from time to time, the “Loan Agreement”) (the “Avenue Capital Payoff”). In connection with the Avenue Capital Payoff, we paid an aggregate amount of approximately $59,000 in full payment of our outstanding obligations under the Loan Agreement and the promissory notes evidencing the obligations

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Benson Hill, Inc.

Notes to the Condensed Consolidated Financial Statements (continued)

(Unaudited)

(In Thousands, Except Per Share Data)

thereunder, including the applicable Final Payment (as such term is defined in the Loan Agreement) and expense reimbursements payable to the Agent. The Company accelerated the recognition of the unamortized debt discount and debt issuance costs of $1,638 as of the payoff date and are included within Interest expense, net in the Condensed Consolidated Statement of Operations as of March 31, 2024.

Upon the Avenue Capital Payoff, the Lenders’ commitments to extend further credit to the Borrowers terminated, the Agent released and terminated all liens or security interests granted to secure the obligations under the Loan Agreement, and the parties to the Loan Agreement were released from their respective guaranties and obligations under the Loan Agreement (except for inchoate indemnity obligations). Upon the Avenue Capital Payoff, the Conversion Option (as such term is defined in the Loan Agreement) to the Convertible Notes Payable has expired. The Convertible Notes Payable Warrants remain outstanding.

Equipment Financing

In March 2022, our Company entered into a sale-leaseback transaction relating to certain of our Company equipment. Our Company evaluated whether the transaction qualified as a sale under ASC 606 and ultimately determined that since the leases are classified as financing leases under ASC 842, the transaction did not qualify as a sale and therefore control of the equipment was not transferred. Therefore, the sale proceeds of $1,160 were recorded as a financing liability. We will make monthly payments of $33 under the financing arrangement for a term of 36 months.

9. Accrued Expenses and Other Current Liabilities

Accrued expenses and other current liabilities consist of the following:

	March 31, 2024		December 31, 2023
Payroll and employee benefits	$	3,925	$	6,148
Insurance premiums	158		58
Professional services	1,402		3,960
Research and development	486		258
Inventory	1,502		514
Interest	149		161
Contract liability	9,998		8,340
Other	2,753		1,913
	$	20,373	$	21,352

10. Income Taxes

Our effective tax rate was 0% for the three months ended March 31, 2024 and 2023. The 2024 and 2023 effective tax rates differed from the statutory rate of 21% primarily due to the fact that we recorded no income tax benefit on our pretax losses as we recorded a full valuation allowance globally.

11. Comprehensive Income

Our other comprehensive income (loss) (“OCI”) consists of unrealized gains and losses on marketable debt securities classified as available for sale and foreign currency translation adjustments from our subsidiaries in Brazil and Canada.

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Benson Hill, Inc.

Notes to the Condensed Consolidated Financial Statements (continued)

(Unaudited)

(In Thousands, Except Per Share Data)

The following table shows changes in accumulated other comprehensive income (“AOCI”) by component for the three months ended March 31, 2024 and 2023:

	Cumulative Foreign Currency Translation		Unrealized Gains/(Losses) on Marketable Securities		Total
Balance at December 31, 2023	$	(385)	$	(1,284)	$	(1,669)
Other comprehensive income before reclassifications	(13)		(44)		(57)
Amounts reclassified from AOCI	—		1,155		1,155
Other comprehensive income	(13)		1,111		1,098
Balance at March 31, 2024	$	(398)	$	(173)	$	(571)
Balance at December 31, 2022	$	(385)	$	(6,710)	$	(7,095)
Other comprehensive loss before reclassifications	—		(194)		(194)
Amounts reclassified from AOCI	—		1,050		1,050
Other comprehensive loss	—		856		856
Balance at March 31, 2023	$	(385)	$	(5,854)	$	(6,239)

Amounts reclassified from AOCI were reported within “Other (income) expense, net” on our condensed consolidated statements of operations. Our Company’s accounting policy is to release the income tax effects (if applicable) from AOCI when the individual units of account are sold.

12. Loss Per Common Share

We compute basic net income (loss) per common share using the weighted average number of common shares outstanding during the period. Diluted net income (loss) per common share is computed using the weighted average number of common shares and the effect of potentially dilutive securities outstanding during the period. Potentially dilutive securities may consist of warrants, stock options and restricted stock units. The dilutive effect of outstanding warrants, stock options and restricted stock units are reflected in diluted earnings per share by application of the treasury stock method. The weighted average share impact of warrants, stock options and restricted stock units that were excluded from the calculation of diluted shares outstanding due to us incurring a net loss for the three months ended March 31, 2024 and 2023 were as follows:

	Three Months Ended March 31,
	2024	2023
Anti-dilutive common share equivalents:
Warrants	165	—
Stock options	40	1,741
Restricted stock units	6,854	6,927
Total anti-dilutive common share equivalents	7,059	8,668

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Benson Hill, Inc.

Notes to the Condensed Consolidated Financial Statements (continued)

(Unaudited)

(In Thousands, Except Per Share Data)

The following table provides the reconciliation of net loss from continuing operations attributable to common stockholders and basic and diluted loss per common share by outlining the numerators and denominators of the computations:

	Three Months Ended March 31,
	2024		2023
Numerator:
Net loss from continuing operations	$	(26,314)	$	(6,785)
Denominator:
Weighted average common shares outstanding, basic and diluted	190,997		187,113
Net loss from continuing operations per common share, basic and diluted	$	(0.14)	$	(0.04)

13. Commitments and Contingencies

Litigation

We accrue for cost related to contingencies when a loss is probable, and the amount is reasonably determinable. Disclosure of contingencies is included in the condensed consolidated financial statements when it is at least reasonably possible that a material loss or an additional material loss in excess of amounts already accrued may be incurred. For all litigation matters, the accruals were immaterial as of March 31, 2024 and December 31, 2023.

Other Commitments

As of March 31, 2024, we have committed to purchase from seed producers and growers at dates throughout 2024 and 2025 at fixed prices aggregating to $26,070 based on commodity futures or market prices, other payments to growers, and estimated yields per acre, of which $22,973 are due within one year. In addition to the obligations for which the price is fixed or determinable, we have committed to purchase from seed producers and growers 988 bushels throughout 2024 for which the pricing is currently variable. These amounts are not recorded in the condensed consolidated financial statements because we have not taken delivery of the grain or seed as of March 31, 2024 and due to the fact that the grain or seed is subject to specified quality standards prior to delivery.

14. Segment Information

In December 2022, we divested our former Fresh segment and reclassified the related financial information to discontinued operations for all periods presented. In February 2024, we divested our soy processing assets and re-evaluated our operating and reportable segments. We concluded that we operate under one operating segment and one reportable segment, Seeds Technology, as our chief operating decision maker (“CODM”) reviews financial information presented on a consolidated basis for purposes of making operating decisions, allocating resources and evaluating financial performance. We are now rapidly evolving to an asset-light business model designed to serve broadacre animal feed markets. Revenues and operating results for the three months ended March 31, 2024 and 2023 are as follows:

	Three Months Ended March 31,
	2024		2023
Revenues
Domestic	$	21,133	$	25,576
International	—		23,091
Total Revenues	$	21,133	$	48,667
Point in time	$	17,792	$	46,125
Over time	3,341		2,542
Total Revenues	$	21,133	$	48,667

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Benson Hill, Inc.

Notes to the Condensed Consolidated Financial Statements (continued)

(Unaudited)

(In Thousands, Except Per Share Data)

The CODM uses Adjusted EBITDA to review and assess our operating performance. We define Adjusted EBITDA as net loss from continuing operations excluding income taxes, interest, depreciation, amortization, stock-based compensation, changes in fair value of warrants and conversion options, realized (gains) losses on marketable securities, goodwill and long-lived asset impairment, restructuring-related costs (including severance costs) and the impact of significant non-recurring items. Adjustments to reconcile net loss from continuing operations to Adjusted EBITDA for the three months ended March 31, 2024 and 2023 were as follows:

	Three Months Ended March 31,
	2024		2023
Net loss from continuing operations, net of income taxes	$	(26,314)	$	(6,785)
Interest expense, net	8,596		6,372
Income tax expense	—		15
Depreciation and amortization	3,827		3,474
Stock-based compensation	1,276		2,814
Changes in fair value of warrants and conversion option	227		(21,696)
Exit costs related to divestiture of Creston facility	2,888		—
Business transformation	324		—
Severance	1,074		112
Other	1,018		1,232
Total Adjusted EBITDA	$	(7,084)	$	(14,462)

15. Subsequent Events

On May 7, 2024, the Company’s indirect wholly-owned subsidiary Dakota Dry Bean Inc. (“DDB”) amended and restated its existing credit facility with First National Bank of Omaha (“FNBO”). The amended credit facility (the “FNBO Loans”) provides for:

(1) a revolving credit facility from FNBO to DDB in the maximum aggregate amount of $6,000 bearing interest at a floating rate equal to the prime rate plus 1/4%, with accrued interest payable monthly, and with a maturity date of December 1, 2024, and

(2) a term loan facility from FNBO to DDB in the amount of $15,800, bearing interest at a floating rate equal to the prime rate plus 1%, with quarterly principal payments in the amount of $395 each, with accrued interest payable quarterly, and maturing on April 1, 2029.

DDB’s obligations under the FNBO Loans are secured by a limited guaranty from the Company’s direct wholly-owned subsidiary Benson Hill Holdings, Inc. (the “Guarantor”), limited to $8,000 in guaranteed obligations. DDB’s obligations under the FNBO Loans are also secured by a first lien security interest granted by DDB to FNBO in collateral consisting of all of DDB’s right, title and interest in all DDB personal property assets and any proceeds of such assets, and by first priority mortgages of all of DDB’s right, title and interest in all DDB owned real property assets and improvements thereon.

The FNBO Loans contain affirmative and negative covenants on the part of DDB, including financial covenants. Among the DDB financial covenants are minimum working capital, minimum tangible net worth, maximum cash flow leverage ratio, maximum fixed charge coverage ratio, maximum unfunded capital expenditures, and permitted distributions covenants. Under the permitted distributions covenant, DDB may make loans to the Guarantor not in excess of $10,000 in the aggregate at any one time outstanding. The FNBO Loans require the Guarantor to maintain a minimum cash balance, initially $7,000 through December 31, 2025 and 50% of the term loan balance thereafter.

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

Unless otherwise indicated or the context otherwise requires, references in this section to “we,” “us,” “our” and other similar terms refer to Benson Hill, Inc. and its consolidated subsidiaries.

Cautionary Note Regarding Forward-Looking Statements

Some of the statements contained in this report and documents incorporated by reference herein are forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). These forward-looking statements are subject to known and unknown risks, uncertainties and assumptions that may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. Given these uncertainties, you should not place undue reliance on these forward-looking statements.

Generally, statements that are not historical facts, including statements concerning possible or assumed future actions, business strategies, events or results of operations, are forward-looking statements. These statements may be preceded by, followed by or include the words “believe,” “estimate,” “expect,” “intend,” “project,” “forecast,” “may,” “will,” “should,” “could,” “would,” “seek,” “plan,” “scheduled,” “anticipate,” “intend,” or similar expressions, as well as the negative of such statements. Forward-looking statements contained in this report include, but are not limited to, statements about our ability to:

•complete and achieve the anticipated benefits of our transition to an asset-light business model with a focused expansion into broadacre animal feed markets;

•complete the actions associated with, and achieve the anticipated benefits of, the execution of our expanded Liquidity Improvement Plan and other cost-saving measures in a timely manner, or at all;

•continue as a going concern;

•increase our sources of revenue, including by entering into strategic partnerships and/or licensing arrangements;

•procuring the additional financing necessary to operate our business, which may come from the issuance of equity and/or non-dilutive sources;

•identify, evaluate and consummate strategic opportunities in ways that maximize stockholder value;

•realize the anticipated benefits of the divestiture of the Seymour, Indiana and Creston, Iowa facilities;

•execute our business strategy, including our business transition and monetization of services provided and expansions into existing and new lines of business;

•meet liquidity requirements and comply with restrictive covenants of our debt financing agreements;

•maintain our listing on the New York Stock Exchange;

•anticipate the uncertainties inherent in the development of new business lines and business strategies;

•increase brand awareness;

•attract, train and retain effective officers, key employees and directors;

•upgrade and maintain information technology systems;

•acquire and protect, and continue to develop, intellectual property;

•effectively respond to general economic and business conditions;

•effectively execute our executive leadership transition, including, among others, by maintaining key employee, customer, partner and supplier relationships;

•enhance future operating and financial results;

•anticipate rapid technological changes;

•comply with laws and regulations applicable to our business, including laws and regulations related to data privacy and intellectual property;

•anticipate the impact of, and respond to applicable new accounting standards;

•respond to fluctuations in commodity prices and foreign currency exchange rates and political unrest and regulatory changes in international markets from various events;

•navigate volatile interest rate environments;

•anticipate the significance and timing of contractual obligations;

•maintain key strategic relationships with partners and distributors;

•respond to uncertainties associated with product and service development and market acceptance;

•finance operations on an economically viable basis;

•anticipate the impact of new U.S. federal income tax laws, including the impact on deferred tax assets;

•successfully defend litigation; and

•access, collect and use personal data about consumers.

Forward-looking statements represent our estimates and assumptions only as of the date of this report. Other factors that could cause actual results to differ from those implied by the forward-looking statements in this report are more fully described under the heading “Risk Factors” in Part I, Item 1A of our Annual Report on Form 10-K for the year ended December 31, 2023, as

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well as elsewhere in this report. Other sections of this report describe additional factors that could adversely affect our business, financial condition or results of operations. New risk factors emerge from time to time and it is not possible to predict all such risk factors, nor can we assess the impact of all such risk factors on our business, or the extent to which any factor or combination of factors may cause actual results to differ materially from those contained in any forward-looking statements. Except as otherwise required by law, we expressly disclaim any obligation or undertaking to release publicly any updates or revisions to any forward-looking statement contained in this report to reflect any change in our expectations or any change in events, conditions or circumstances on which any of our forward-looking statements are based. We qualify all of our forward-looking statements by these cautionary statements.

The execution of our transition to an asset-light business model and our expanded Liquidity Improvement Plan, described below, are subject to significant business, financial, operational, timing, market, and other risks. We can provide no assurance that we will be able to successfully execute our plans. Please see our “Risk Factors” in Part I, Item 1A our Annual Report on Form 10-K for the year ended December 31, 2023 for a description of factors that may impact our ability to execute our plans.

OVERVIEW

Benson Hill is an ag-tech company on a mission to lead the pace of innovation in soy protein through differentiated and advantaged genetics. Leveraging downstream insights and demand, we utilize our CropOS® technology platform to design and deliver food and feed that’s better from the beginning: more nutritious, and more functional, while enabling efficient production and delivering novel sustainability benefits to food and feed customers. We are headquartered in St. Louis, Missouri, where most of our research and development activities are managed. In October 2023, we announced plans to improve our financial position and accelerate our transition to an asset-light business model with a focused expansion into broadacre animal feed markets, intended to complement our accomplishments in human food ingredients. Under this transition plan, we intend to serve the animal feed market through an asset-light business model and secure partnerships and licensing agreements to scale our product innovations. In February 2024, as part of our acceleration to an asset-light business model, we divested our soy-crushing and food-grade white flake and soy flour manufacturing operation in Creston, Iowa, which followed the October 2023 divestiture of our soy crushing facility in Seymour, Indiana. We continue to process dry peas in North Dakota through our Dakota ingredients facility, and we sell our products throughout North America, in Europe and in several countries globally.

We believe that moving to an asset-light business model will enable us to focus on our research and development competitive advantage while participating across the value chain through partnerships that are more efficient to scale acreage, require less operating expense and are more capital efficient. This model maintains our ability to solve end user challenges with seed innovation. As we analyze the asset-light business model across the value chain, we have identified three opportunities to monetize Benson Hill’s technology. First, by licensing our germplasm to seed companies. Second, by direct seed and grain sales to farmers. And third, through technology access fees and value-based royalties from seed companies, processors and end users. In the future, we plan to enter the animal feed market and secure partnerships and licensing agreements to scale our product offerings.

The emergence of significant market headwinds in the food, aquaculture, and specialty oil markets, which are the markets where our collaboration efforts had been primarily focused, is a factor in our decision to reshape our business to best position our proprietary product portfolio and future product pipeline for significant growth. Recent advances in our soybean breeding program will drive the significant expansion of our seed portfolio offer by 2025. The latest field evaluations on our third generation of Ultra High Protein Low Oligosaccharides (“UHP-LO”), non-GMO soybean varieties showed protein gains of two percent over the previous generation and achieved a yield gap of only three to five bushels per acre, compared with commodity GMO soybeans. Our herbicide-tolerant Ultra High Protein (“UHP”) soybean varieties are on track for commercial release in 2025, with acreage and further portfolio expansion expected in 2026. This is a major step in providing farmers with options for weed control and enabling lower-cost, broadacre production of already advantaged UHP soybeans for the animal feed industry.

Repayment of Convertible Notes Payable

In December 2021, we entered into a financing agreement with an investment firm (the “Convertible Loan and Security Agreement”), which included a commitment by the lender to make term loans available to us in an amount of up to $100 million with $80 million available immediately. We executed term notes with the lender in December 2021 in the aggregate amount of $80 million with an initial term of 36 months payable in interest only, at the greater of (a) the prime rate of interest as published in the Wall Street Journal or (b) 3.25% per annum, plus 5.75% per annum for the first 12 months and principal and interest payments for the remaining 24 months. The term notes were secured by substantially all of our assets.

In June 2022, we amended the Convertible Loan and Security Agreement and drew on the full $20 million available under the second tranche upon entering into this amendment. Through October 2023, we entered into additional amendments to the

27

Convertible Loan and Security Agreement which changed the terms of the loan including designated interest rates, covenant requirements and maturity date.

In November 2023, using the proceeds obtained from the sale of our soy crushing facility in Seymour, Indiana and other asset sales, we repaid approximately half of the outstanding obligations under the Convertible Loan and Security Agreement for an aggregate amount of $58.4 million.

On February 13, 2024, we repaid in full all outstanding obligations under the Convertible Loan and Security Agreement (the “Avenue Capital Payoff”). In connection with the Avenue Capital Payoff, we paid an aggregate amount of $59.0 million in full payment of our outstanding obligations under the Convertible Loan and Security Agreement and the promissory notes evidencing the obligations thereunder. Upon the Avenue Capital Payoff, the lenders’ (as defined in the Convertible Loan and Security Agreement) commitments to extend further credit to us terminated, the agent (as defined in the Convertible Loan and Security Agreement) released and terminated all liens or security interests granted to secure the obligations under the Convertible Loan and Security Agreement, and the parties to the Convertible Loan and Security Agreement were released from their respective guaranties and obligations under the Convertible Loan and Security Agreement (except for inchoate indemnity obligations). Upon the Avenue Capital Payoff, the Conversion Option (as such term is defined in the Convertible Loan and Security Agreement) to the Convertible Notes Payable has expired. The Warrants (as such term is defined in the Convertible Loan and Security Agreement) remain outstanding. Refer to Note 8, Debt in this report and Item 1.02 of our Current Report on Form 8-K filed with the SEC on February 14, 2024 for additional information about the Convertible Loan and Security Agreement and the Avenue Capital Payoff.

Sale of Seymour, Indiana and Creston, Iowa Facilities

In connection with our execution of the expanded Liquidity Improvement Plan (see description below), on October 31, 2023, we entered into an asset purchase agreement (the “Asset Purchase Agreement”) with White River Soy Processing, LLC (“White River”), pursuant to which, among other things, on October 31, 2023, we sold our soybean processing facility located in Seymour, Indiana, together with certain related assets, for approximately $35.4 million of total gross proceeds, which includes $25.9 million for the facility assets and the remainder for net working capital, subject to certain adjustments, including an adjustment for inventory (the “Seymour Sale”). See Item 1.01 of our Current Report on Form 8-K filed with the SEC on October 31, 2023 for additional information.

On February 13, 2024, we entered into a membership interest purchase agreement (the “MIPA”) with an affiliate of White River, pursuant to which, among other things, we sold all of our interests in our wholly-owned subsidiary, Benson Hill Ingredients, LLC (“Ingredients”), for $52.5 million, plus a working capital adjustment estimated to be $19.7 million, subject to certain deferred payments, holdbacks and other adjustments (the “Creston Sale”). The primary business of Ingredients was the ownership and operation of a soy crushing and food-grade white flake and soy flour manufacturing facility located in Creston, Iowa.

The Creston Sale and the Seymour Sale (collectively, the “Transactions”) represent the completion of an expected milestone as we implement cost and operational improvements as part of our expanded Liquidity Improvement Plan. These actions align with our commitment to disciplined liquidity management and asset efficiency as we transition to an asset-light business model backed by world-class soybean germplasm and competitively advantaged technology. We used the proceeds to improve our liquidity position, by fully retiring our high cost debt, and reducing our operating and working capital costs. Refer to Note 3, Discontinued Operations in this report for further details on the Creston Sale and see Item 1.01 of our Current Report on Form 8-K filed with the SEC on February 14, 2024 for additional information.

The Transactions were separately marketed, negotiated, executed, and closed, and neither of the Transactions was conditioned upon the other. The Transactions were executed to leverage our core competencies as a technology-enabled seed innovation company as we transition from a vertically integrated business model to an asset-light business model with an expanded focus on animal feed markets. Exiting the soybean processing business is intended to strengthen our balance sheet as we seek to continue to commercialize our core business and intellectual property assets through partnerships and licensing arrangements to scale our product innovations. Following the Creston Sale, we exited the ownership and operation of soybean processing assets. The Transactions collectively met the criteria for transactions required to be accounted for as discontinued operations. As a result, we have presented the results of operations, cash flows and financial position of the Transactions as discontinued operations in the accompanying condensed consolidated financial statements and notes for all periods presented. Refer to Note 3, Discontinued Operations in this report for further details.

Expansion of Liquidity Improvement Plan

On March 27, 2023, our Board committed to a Liquidity Improvement Plan (the “Liquidity Improvement Plan”) intended to improve liquidity by an estimated $65 million to $85 million by the end of 2024. We are executing the Liquidity Improvement

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Plan to create a more cost-efficient organization and enhance our capital structure to execute on our strategic priorities. On October 31, 2023, we announced an expansion of the Liquidity Improvement Plan to include the divestiture of certain of our soy processing assets in connection with our transition to an asset-light business model. On October 31, 2023, we sold our soy processing facility located in Seymour, Indiana for $35.4 million of total gross proceeds, subject to certain deferred payments, holdbacks and other adjustments, and in November 2023, we repaid approximately half of the outstanding Convertible Notes Payable. On February 13, 2024, we sold our soy processing facility located in Creston, Iowa for $72.2 million of total gross proceeds, subject to certain deferred payments, holdbacks and other adjustments, and successfully retired our Convertible Notes Payable in full earlier than its maturity date. Through the combination of cash on hand, savings driven by our expanded Liquidity Improvement Plan, net proceeds from our completed and any future anticipated asset dispositions, and securing additional financing, we expect to improve our liquidity position. We plan to use this anticipated liquidity runway while we seek to secure partnerships and licensing agreements to help us execute our long-term strategy.

We continue to implement cost-cutting actions associated with our expanded Liquidity Improvement Plan and currently estimate that we will incur approximately $12.5 million in aggregate costs in connection with our expanded Liquidity Improvement Plan. Included in this amount are approximately $7.4 million in costs attributable to the sale of our Seymour, Indiana and Creston, Iowa facilities, and approximately $5.0 million of expenses we expect to incur relating to employee severance and benefits costs. For the three months ended March 31, 2024, we incurred charges of $4.7 million within selling, general and administrative expenses on our consolidated statements of operations associated with our expanded Liquidity Improvement Plan.

Public Warrants Delisting

On December 18, 2023, we received notice from the NYSE that it had determined to commence proceedings to delist our Public Warrants, issued in connection with the Merger that closed on September 29, 2021, with each warrant exercisable for one share of our common stock at an exercise price of $11.50 per share, due to “abnormally low” trading price levels pursuant to Section 802.01D of the NYSE Listed Company Manual. On December 19, 2023, the NYSE suspended trading in the warrants. On January 5, 2024, the NYSE filed a Form 25 with the SEC to report the removal of the warrants from listing. On January 15, 2024, the delisting of the warrants became effective. Since being delisted, our Public Warrants have traded over-the-counter on the OTC Pink Sheets under the symbol “BHILW”.

Notice of Common Stock Delisting

On September 13, 2023, we received notice (the “Notice”) from the New York Stock Exchange (the “NYSE”) that as of September 12, 2023, we were not in compliance with the continued listing standard set forth in Section 802.01C of the NYSE’s Listed Company Manual (“Section 802.01C”) because the average closing price of our common stock was less than $1.00 over a consecutive 30 trading-day period (the “minimum price condition”). The Notice had no immediate impact on the listing of our common stock on the NYSE, subject to our compliance with the NYSE’s other continued listing requirements, nor did the Notice affect our business, operations or reporting obligations with the SEC.

Section 802.01C requires us to notify the NYSE, within 10 business days of receipt of the Notice, of our intent to cure this deficiency. On September 26, 2023, we notified the NYSE of our intent to regain compliance with the requirements of Section 802.01C.

Under applicable NYSE rules, if we determine that in order to cure the minimum price condition it is necessary to take an action that requires stockholder approval, we may obtain stockholder approval by no later than our next annual meeting and implement the action promptly thereafter. The minimum price condition will be deemed cured if the price promptly exceeds $1.00 per share, and the price remains above the level for at least the following 30 trading days.

Our Board of Directors has approved the inclusion of a reverse stock split proposal in the proxy statement for our 2024 annual meeting of stockholders (the “Annual Meeting”), in order to cure our noncompliance with the minimum price condition. The Annual Meeting is currently planned for August 13, 2024. Our common stock will continue to be listed and trade on the NYSE during this period, subject to our compliance with the NYSE’s other continued listing requirements.

Divestiture of J&J Produce, Inc.

On December 29, 2022, we entered into the Stock Purchase Agreement to sell J&J Produce, Inc. and all of the outstanding equity securities of J&J’s subsidiaries for aggregate cash consideration of $3.0 million, subject to certain adjustments (the “Stock Sale”). On June 30, 2023, we closed the Stock Sale. For more information, please see Note 3, Discontinued Operations in the notes to the condensed consolidated financial statements included in Part I, Item 1 of this report, which is hereby incorporated by reference herein.

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RESULTS OF CONTINUING OPERATIONS

We have made significant progress in our evolution to an asset-light business model, including the divestiture of our soybean processing facilities located in Seymour, Indiana and Creston, Iowa. As part of our transition to an asset-light business model, management planned to see a reduction in the revenue and related costs associated with the divested soy processing operations. We are currently focused on expanding our revenue base, including through licensing opportunities and collaborating arrangements.

We have discontinued recognition of revenue and costs derived directly from the ownership and operation of soy processing facilities following the Creston Sale within our continuing operations. Within the condensed consolidated results of operations for the three months ended March 31, 2024 and 2023, revenue and related costs from our divested processing facilities have been excluded. However, as we aim to maximize value and develop new markets for our proprietary grain and ingredients, we have engaged in seed licensing and sales, direct sales of both proprietary and non-proprietary grain, and toll manufacturing activity as part of our continuing operations. As a result, we continue to recognize revenue from these sources as part of continuing operations.

Comparison of the Three Months Ended March 31, 2024 and 2023

The following table shows the amounts from our condensed consolidated statements of operations, with the corresponding percentage change from the comparative prior year period:

	Three Months Ended March 31,
(In Thousands)	2024		2023		Change		% Change
Revenues	$	21,133	$	48,667	$	(27,534)	(57)	%
Cost of sales	15,895		44,024		(28,129)		(64)	%
Gross profit	5,238		4,643		595		13	%
Operating expenses:
Research and development	6,941		12,642		(5,701)		(45)	%
Selling, general and administrative expenses	14,828		13,227		1,601		12	%
Total operating expenses	21,769		25,869		(4,100)		(16)	%
Loss from operations	(16,531)		(21,226)		4,695		(22)	%
Other (income) expense:
Interest expense, net	8,596		6,372		2,224		35	%
Changes in fair value of warrants and conversion option	227		(21,696)		21,923		(101)	%
Other expense, net	960		868		92		11	%
Total other (income) expense, net	9,783		(14,456)		24,239		(168)	%
Net loss from continuing operations before income taxes	(26,314)		(6,770)		(19,544)		289	%
Income tax expense	—		15		(15)		(100)	%
Net loss from continuing operations, net of income taxes	$	(26,314)	$	(6,785)	$	(19,529)	288	%

Revenues

Revenue for the three months ended March 31, 2024 was $21.1 million, a decrease of $27.5 million, compared to the same period in 2023. The decrease was driven by recognition of revenue in 2023 from low margin trading volumes generated by business development efforts that did not repeat in 2024 along with lower sales of non-proprietary soybeans, partially offset by higher revenue from partnerships and licensing agreements during the three months ended March 31, 2024 compared to the same period in 2023. Revenue and related costs from discontinued operations related to the divested processing facilities has been excluded from the table above. See Note 3, Discontinued Operations in this report for the income statement impact of these discontinued operations.

Gross Profit

For the three months ended March 31, 2024, we reported a gross profit of $5.2 million, compared to a gross profit of $4.6 million for the same period in 2023. While revenue declined significantly, the revenue reductions were primarily in categories with low margins. The revenue increase in partnerships and licensing agreements were related to high margin contracts, driving overall gross profit up during the three months ended March 31, 2024 compared to the same period in 2023.

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Research and Development Expenses

Research and development expenses for the three months ended March 31, 2024 were $6.9 million, a decrease of $5.7 million, compared to the same period in 2023. The decrease was driven by reduced personnel-related costs and other technology costs in connection with implementing the expanded Liquidity Improvement Plan. We continue to invest in technology costs, facilities expenses (primarily related to the Crop Accelerator facility) and workforce-related expenses as we did in 2023 to continue to drive innovation in food with our CropOS® technology platform.

Selling, General and Administrative Expenses

Selling, general and administrative expenses for the three months ended March 31, 2024 were $14.8 million, an increase of $1.6 million, compared to the same period in 2023. The increase was primarily driven by approximately $3.0 million of non-recurring expenses in the quarter related to the evolution of our company to an asset-light business model partially offset by a decrease in non-cash stock-based compensation expense of approximately $1.6 million driven by the overall decline in the current share price of our common stock and reduced personnel-related costs in connection with implementing the expanded Liquidity Improvement Plan during the three months ended March 31, 2024 compared to the same period in 2023.

Total Other (Income) Expense, Net

Total other (income) expense, net for the three months ended March 31, 2024 was $9.8 million, a decrease of $24.2 million, compared to the same period in 2023. The decrease was largely due to a $21.9 million reduction in the valuation of warrant and conversion option liabilities driven by the fluctuation in the share price of our common stock and equity volatility for the three months ended March 31, 2024 compared to the same period in 2023. The decrease was partially offset by higher interest expense of approximately $2.2 million resulting from debt modifications of the Convertible Notes Payable.

Income Tax (Benefit) Expense

No net income tax benefit for net operating losses incurred in the U.S. has been recorded due to uncertainty in realizing a benefit from these items. The tax expense recorded for the three month period ended March 31, 2023 relates to minor state and foreign taxes.

Adjusted EBITDA

Adjusted EBITDA is a financial measure of performance not presented in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”). Among other financial metrics, our management reviews results of operations based upon Adjusted EBITDA. We calculate Adjusted EBITDA as consolidated net loss from continuing operations before net interest expense, income tax provision and depreciation and amortization, further adjusted to exclude stock-based compensation, changes in fair value of warrants and conversion option, realized (gains) losses on marketable securities, goodwill and long-lived asset impairment, restructuring-related costs (including severance costs) and the impact of significant non-recurring items.

We believe that Adjusted EBITDA is useful in comparing our financial performance with the performance of other companies for the following reasons:

•Adjusted EBITDA is widely used by investors and securities analysts to measure a company’s operating performance without regard to items such as stock-based compensation expense, depreciation and interest expense, that can vary substantially from company to company depending upon their financing and capital structures, and the method by which assets were acquired; and

•Adjusted EBITDA provides consistency and comparability with our past financial performance, and facilitates comparisons with other companies, many of which use similar non-U.S. GAAP financial measures to supplement their U.S. GAAP results.

Our use of Adjusted EBITDA has limitations as an analytical tool, and you should not consider this measure in isolation or as a substitute for analysis of our financial results as reported under U.S. GAAP. Some of these limitations are as follows:

•Although depreciation expense is a non-cash charge, the assets being depreciated may have to be replaced in the future, and Adjusted EBITDA does not reflect cash capital expenditure requirements for such replacements or for new capital expenditure requirements;

•Adjusted EBITDA excludes stock-based compensation expense, which has been, and will continue to be for the foreseeable future, a significant recurring non-cash expense for our business and an important part of our compensation strategy;

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•Adjusted EBITDA excludes other material non-recurring items;

•Adjusted EBITDA does not reflect: (1) recurring changes in, or cash requirements for, our working capital needs; (2) interest expense, or the cash requirements necessary to service interest or principal payments on our debt, which reduces cash available to us; or (3) tax payments that may represent a reduction in cash available to us; and

•We have and may in the future modify how we calculate Adjusted EBITDA; and

•The expenses and other items that we exclude in our calculation of Adjusted EBITDA may differ from the expenses and other items, if any, that other companies may exclude from Adjusted EBITDA when they report their operating results.

Because of these limitations, Adjusted EBITDA should be considered along with other operating and financial performance measures presented in accordance with U.S. GAAP. Adjusted EBITDA for the three months ended March 31, 2024 and 2023 are presented below. A reconciliation of our consolidated net loss from continuing operations to Adjusted EBITDA is also presented below.

	Three Months Ended March 31,
(In Thousands)	2024		2023
Adjustments to reconcile net loss from continuing operations to Adjusted EBITDA
Net loss from continuing operations, net of income taxes	$	(26,314)	$	(6,785)
Interest expense, net	8,596		6,372
Income tax expense	—		15
Depreciation and amortization	3,827		3,474
Stock-based compensation	1,276		2,814
Changes in fair value of warrants and conversion option	227		(21,696)
Exit costs related to divestiture of Creston facility	2,888		—
Business transformation	324		—
Severance	1,074		112
Other	1,018		1,232
Total Adjusted EBITDA	$	(7,084)	$	(14,462)

Adjusted EBITDA for the three months ended March 31, 2024 was a loss of $7.1 million, which represents a reduction in loss of $7.4 million, compared to the same period in 2023. The improvement for 2024 was driven by a reduction in our operating expenses from actions associated with the execution of our expanded Liquidity Improvement Plan.

Liquidity and Capital Resources

Liquidity describes our ability to access sufficient cash flows to meet the cash requirements of our business operations, including working capital needs, debt service, acquisitions, contractual obligations, and other commitments. We assess liquidity in terms of our ability to access cash flows from operations, marketable securities, sales of assets, sales of our securities, and available credit facilities and their sufficiency to fund our operating, investing and financing activities. To meet our payment obligations, we must have sufficient highly liquid assets and be able to move funds on a timely basis.

Since inception, our primary sources of liquidity have been equity and debt financings. On March 31, 2024, our liquidity was comprised of cash and marketable securities of $30.5 million from continuing operations, and an immaterial amount of cash from discontinued operations.

In November 2023, using the proceeds obtained from the Seymour Sale and other asset sales, we repaid approximately half of the outstanding obligations under the Convertible Notes Payable for an aggregate amount of $58.4 million. On February 13, 2024, we completed the Creston Sale and used the proceeds for the Avenue Capital Payoff. In connection with the Avenue Capital Payoff, we paid an aggregate amount of $59.0 million, in full payment of our outstanding obligations under the Convertible Loan and Security Agreement and the promissory notes evidencing the obligations thereunder. Following the Avenue Capital Payoff, we have approximately $16.6 million in debt outstanding as of the date of this report comprising term debt and notes payable. As of the date of this report, we have access to a revolving credit facility of up to $6.0 million, as capped by a defined borrowing base that could result in availability that is less than this amount, and lease liabilities of $81.7 million. Certain of our debt instruments require adherence to financial covenants, including maintaining minimum liquidity and maintenance of a minimum cash balance. If we breach these covenants, the holder of the debt may declare all amounts

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immediately due and payable. In June 2023, our wholly-owned subsidiary entered into a twelfth amendment to its existing credit agreement, which, among other things, extended certain maturity dates of term loans available under the credit agreement, and allowed our subsidiary to repay up to $2.7 million of subordinated debt without penalty. On May 7, 2024, the Company amended the DDB Credit Facility, including to increase its term loan to $15.8 million and to extend the maturity date to April 2029.

In addition, our commitments for the three months ended March 31, 2024 included capital expenditures to manufacture soy flour texturization ingredients, associated operating costs supporting the sale of products, and general administrative expenses. For the three months ended March 31, 2024, we incurred a net loss from continuing operations of $26.3 million and use of cash flows from operating activities of $15.0 million.

Our business prospects are subject to risks and uncertainties frequently encountered by emerging growth companies, including access to capital. We have incurred significant losses since inception, primarily due to investments to enhance our technological capabilities and costs associated with the early-stage commercialization of products. Specifically, in April 2029, the DDB Term Loan becomes due and payable in full and there is a risk that we may be unable to repay in full the DDB Term Loan by such date. Further, there is a risk to our compliance with the minimum cash balance financial covenants under the DDB Term Loan. In order to generate sufficient cash to offset the costs of funding continued investment in technology and to otherwise fund operations, we will need to raise additional capital and to identify additional sources of revenue, such as collaborative arrangements or joint operating activities, partnerships and licensing opportunities. We are pursuing these opportunities, but we can make no assurances that we will be able to procure any such revenue producing arrangements in a timely or favorable manner, or otherwise. We currently intend to obtain new equity or debt financing, which may be dilutive to our stockholders, but we can make no assurances that we will be able to secure any new financing or that the terms of any new financing will be favorable to us.

These factors, coupled with expected capital expenditures, indicated that, without further action, our forecasted cash flows would not be sufficient for us to meet our contractual commitments and obligations as they came due in the ordinary course of business for 12 months after the date our consolidated financial statements are issued. Therefore, there is substantial doubt about our ability to continue as a going concern.

We have taken steps to alleviate such doubt. We are reducing cash required for operations by reducing operating costs and reducing staff levels. In addition, we are working to manage our current liabilities while we continue to make changes in operations to improve our cash flow and liquidity position. Our liquidity plans and operating budget include further actions that we believe are probable to be achieved in the 12 months after the date our consolidated financial statements are issued. These actions include improving operating efficiencies by reducing certain operating costs and restructuring certain parts of our organization, exploring strategic alternatives, refinancing the DDB Term Loan or increasing the amounts available thereunder, selling additional shares of our common stock or securities convertible into common stock through our shelf registration statement, or otherwise, or obtaining alternative forms of equity or debt financing. There are no guarantees that we will achieve any of these plans, which involve risks and uncertainties, or that our achievement of any of these plans will sufficiently address our substantial doubt about our ability to continue as a going concern.

Through the combination of cash on hand, savings driven by our expanded Liquidity Improvement Plan, and the other plans described above, we intend to improve our liquidity position to help fund our operations while we seek to secure partnerships and licensing agreements to help us execute our long-term strategy.

To grow our business, we expect we will need to secure additional capital, which could be debt or equity financing and may lead to dilution of our common stockholders. We believe that our liquidity plans and operating budget described above will supplement our future strategic growth initiatives and our longer-term capital needs. We are continuously assessing our business plans and capital structure. We may also require additional capital in the future to fund capital expenditures, acquisitions or other investments. These capital requirements could be substantial. The amount and timing of our future funding requirements will depend on many factors, including the success of the commercialization of certain of our products, our ability to secure strategic partnerships and licensing agreements and the amount of revenues they produce, our ability to continue to satisfy our financial covenants under our financing facilities, our ability to repay or refinance our indebtedness as it becomes due, and our success at implementing our expanded Liquidity Improvement Plan and other cost-saving measures. We could potentially use our available financial resources sooner than we currently expect. Our failure to raise capital as and when needed could have significant negative consequences for our business, financial condition and results of consolidated operations. We cannot guarantee that we will be able to satisfy our repayment obligations, meet existing financial covenants or obtain new financing on favorable terms, if at all. Our future capital requirements and the adequacy of available funds will depend on many factors, including those more fully described under the heading “Risk Factors—Risks Relating to Our Business” in Part I Item 1A of our Annual Report on Form 10-K for the year ended December 31, 2023.

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Summary of Cash Flows

A summary of our cash flows from operating, investing and financing activities is presented in the following table:

	Three Months Ended March 31,
(In Thousands)	2024		2023
Net cash used in operating activities	$	(15,045)	$	(37,693)
Net cash provided by investing activities	66,415		38,994
Net cash used in financing activities	(60,763)		(3,515)
Effect of exchange rate changes on cash	(13)		—
Net decrease in cash and cash equivalents	(9,406)		(2,214)
Cash, cash equivalents and restricted cash, beginning of period	16,081		43,321
Cash, cash equivalents and restricted cash, end of period	$	6,675	$	41,107

Operating Activities

On a consolidated basis, net cash flows used by operating activities were $15.0 million and $37.7 million for the three months ended March 31, 2024 and 2023, respectively. The year-over-year improvement in our cash outflows of $22.6 million was primarily due to a lower use of cash on payments of accounts payable and accrued expenses from our exit from ownership and operation of soybean processing facilities and cost cutting measures driven by our expanded Liquidity Improvement Plan.

Net cash flows provided by operating activities from discontinued operations were $4.8 million for the three months ended March 31, 2024 compared to $3.2 million used in operating activities for the same period in 2023. The increase in cash inflows of $1.6 million from operating activities for the three months ended March 31, 2024 compared to the same period in 2023 was primarily driven by changes in working capital.

Investing Activities

On a consolidated basis, net cash flows provided by investing activities were $66.4 million for the three months ended March 31, 2024 compared to $39.0 million for the three months ended March 31, 2023, representing an increase in cash inflow of $27.4 million. The increase in cash inflow was driven by net cash received from the sale of discontinued operations of $57.7 million offset by lower purchases and redemptions of marketable securities during the three months ended March 31, 2024 compared to the same period in 2023.

There was $57.6 million net cash inflow from investing activities from discontinued operations for the three months ended March 31, 2024 compared to $0.3 million for the three months ended March 31, 2023. The increase in cash inflows are due to net cash received from the sale of discontinued operations during the three months ended March 31, 2024 compared to the same period in 2023.

Financing Activities

On a consolidated basis, net cash flows used in financing activities were $60.8 million for the three months ended March 31, 2024 compared to $3.5 million for the three months ended March 31, 2023, representing an increase of $57.2 million of cash outflows from financing activities. The increase in net cash outflows from financing activities is attributable to the repayment of Convertible Notes Payable of $59.9 million during the three months ended March 31, 2024.

No net cash flows were used in financing activities from discontinued operations for the three months ended March 31, 2024 compared to a source of cash of $0.3 million for the three months ended March 31, 2023. The decrease in net cash flows from financing activities for the three months ended March 31, 2024 is attributable to repayments of debt during the three months ended March 31, 2023.

Commitments and Contingencies

The information set forth in Note 13, Commitments and Contingencies in the notes to the condensed consolidated financial statements included in Part I, Item 1 of this report is incorporated herein by reference.

Off-Balance Sheet Arrangements

We have not entered into off-balance sheet arrangements, as defined in the SEC rules and regulations.

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Critical Accounting Policies and Estimates

There have been no material changes in our critical accounting policies from the information provided under “Critical Accounting Policies and Estimates” in Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” included in our Annual Report on Form 10-K for the year ended December 31, 2023.

Emerging Growth Company

See Note 2, Summary of Significant Accounting Policies in the notes to the condensed consolidated financial statements included in Part I, Item 1 of this report for a description of our emerging growth company status.

Recent Accounting Guidance

From time to time, new accounting pronouncements are issued by the FASB or other standard setting bodies that are adopted by us as of the specified effective date. Unless otherwise discussed, we believe that the impact of recently issued standards that are not yet effective will not have a material impact on our financial position or results of operations upon adoption. See Note 2, Summary of Significant Accounting Policies in the notes to the condensed consolidated financial statements included in Part I, Item 1 of this report for more information about recent accounting pronouncements, the timing of their adoption and our assessment, to the extent we have made one, of their potential impact on our financial condition and results of operations.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

Our quantitative and qualitative disclosures about market risk are described under the heading “Quantitative and Qualitative Disclosures About Market Risk” in our Annual Report on Form 10-K for the year ended December 31, 2023. In the three months ended March 31, 2024, there were no material changes to our quantitative and qualitative disclosures about market risk from those discussed in our Annual Report on Form 10-K for the year ended December 31, 2023.

Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

We maintain a system of disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) designed to ensure that the information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC rules and forms, and is accumulated and communicated to our management, including our Chief Executive Officer (our principal executive officer) and Chief Financial Officer (our principal financial officer), as appropriate, to allow timely decisions regarding required disclosure. In designing and evaluating the disclosure controls and procedures, management recognized that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, as ours are designed to do, and management necessarily was required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures.

Our management, with the participation of our Chief Executive Officer and our Chief Financial Officer, evaluated the effectiveness of our disclosure controls and procedures, as defined under the Exchange Act, as of March 31, 2024, the end of the period covered by this report. Based upon that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that, as of such date, our disclosure controls and procedures were effective.

Limitations on Controls and Procedures

In designing and evaluating our disclosure controls and procedures, management recognizes that disclosure controls and procedures, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the disclosure controls and procedures are met. Additionally, in designing disclosure controls and procedures, our management necessarily was required to apply its judgment in evaluating the cost-benefit relationship of possible disclosure controls and procedures. The design of any system of controls also is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions; over time, controls may become inadequate because of changes in conditions, or the degree of compliance with policies or procedures may deteriorate. Because of the inherent limitations in a control system, misstatements due to error or fraud may occur and not be detected.

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Changes in Internal Control over Financial Reporting

There have been no changes in our internal control over financial reporting that occurred during the quarter ended March 31, 2024, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Part II - Other Information

Item 1. Legal Proceedings

We are not a party to any material litigation or other material legal proceedings. From time to time, we may be subject to legal proceedings and claims in the ordinary course of our business.

Item 1A. Risk Factors

There have been no material changes from the risk factors previously disclosed in our Annual Report on Form 10-K for the year ended December 31, 2023.

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

None.

Item 3. Defaults Upon Senior Securities

None.

Item 4. Mine Safety Disclosures

Not applicable.

Item 5. Other Information

(a) Not applicable.

(b) None.

(c) During the three months ended March 31, 2024, none of our directors or officers adopted or terminated any “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Regulation S-K.

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Item 6. Exhibits

Exhibit	Description
10.1#	Executive Employment Agreement, dated February 13, 2024, by and between Susan Keefe and Benson Hill, Inc. (incorporated by reference to Exhibit 10.4 to the Company’s Current Report on Form 8-K filed on February 14, 2024).
10.2*#	Separation Agreement, dated as of April 10, 2024, by and between Benson Hill, Inc. and Yevgeny Fundler.
10.3*#	Form of Release Agreement by and between Yevgeny Fundler and Benson Hill, Inc.
10.4*#	Offer Letter, dated April 11, 2024, by and between Benson Hill, Inc. and Daniel J. Cosgrove.
10.5*#	Form of Indemnity Agreement for Directors and Officers.
10.6*#	Benson Hill, Inc. Restricted Stock Unit Agreement—Special Equity Award, dated March 29, 2024, by and between Benson Hill, Inc. and Jason Bull.
10.7*#	Benson Hill, Inc. Restricted Stock Unit Agreement—Special Equity Award, dated April 25, 2024, by and between Benson Hill, Inc. and Adrienne Elsner.
10.8†	First Amended and Restated Credit Agreement, dated May 7, 2024, by and between Dakota Dry Bean Inc. as Borrower and First National Bank of Omaha as Lender (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on May 9, 2024).
31.1*	Certification of Benson Hill, Inc.’s Chief Executive Officer pursuant to Item 601(b)(31) of Regulation S-K, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2*	Certification of Benson Hill. Inc.’s Chief Financial Officer pursuant to Item 601(b)(31) of Regulation S-K, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1**	Certification of Benson Hill, Inc.’s Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.INS*	Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.
101.SCH*	Inline XBRL Taxonomy Extension Schema Document.
101.CAL*	Inline XBRL Taxonomy Extension Calculation Linkbase Document.
101.DEF*	Inline Taxonomy Extension Definition Linkbase Document.
101.LAB*	Inline XBRL Taxonomy Extension Label Linkbase Document.
101.PRE*	Inline XBRL Taxonomy Extension Presentation Linkbase Document.
104*	Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

___________________

*    Filed herewith.

**    Furnished herewith.

#    Indicates management contract or compensatory plan or arrangement.

†    Certain of the exhibits and schedules of this Exhibit have been omitted in accordance with Regulation S-K Item 601(a)(5).

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

Benson Hill, Inc. (Registrant)
By:	/s/ Adrienne Elsner
	Adrienne Elsner
	Chief Executive Officer (Principal Executive Officer)
By:	/s/ Susan Keefe
	Susan Keefe
	Chief Financial Officer (Principal Financial Officer)
	May 9, 2024

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EX-10.2

Exhibit 10.2

SEPARATION AGREEMENT

This Separation Agreement (“Agreement”) is made by and between Yevgeny Fundler (“EMPLOYEE”) and Benson Hill Holdings, Inc. (“EMPLOYER”). The terms of this Agreement are as follows:

A.EMPLOYEE has been employed by EMPLOYER at-will;

B.The parties desire to mutually terminate their employment relationship, effective May 10, 2024 (the “Separation Date”) under circumstances that do not qualify EMPLOYEE for severance benefits under the Benson Hill, Inc. Executive Severance Plan; and

C.EMPLOYER desires to retain EMPLOYEE’s services until May 10, 2024, and to settle fully and finally any and all differences between EMPLOYER and EMPLOYEE and any and all claims and causes of action of any kind whatsoever, which EMPLOYEE has or may have against EMPLOYER.

For and in consideration of the premises, the mutual promises contained herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, EMPLOYER and EMPLOYEE agree as follows:

1.    Separation Date. EMPLOYEE and EMPLOYER agree to mutually terminate their employment relationship effective May 10, 2024 (the “Separation Date”).

2.Entitlement to Separation Benefits. EMPLOYER and EMPLOYEE agree that EMPLOYEE will be eligible to receive a separation payment and other benefits described in the Release Agreement, attached to this Agreement as Attachment A (the "Release Agreement"), provided the following conditions are met:

a.EMPLOYEE continues performing his duties, as directed by the CEO of EMPLOYER or the delegated representative of the CEO, through the Separation Date;

b.EMPLOYEE performs transition services, as directed by the CEO of EMPLOYER or the delegated representative of the CEO, for up to twenty hours per week for sixty days following the Separation Date; and

c.After the Separation Date, EMPLOYEE executes, submits, does not revoke, and agrees to be bound by the terms and conditions of the Release Agreement.

3.Choice of Law. The parties agree that this Agreement shall be governed by and construed in accordance with the laws of the State of Missouri.

4.Entire Agreement and Severability. The parties agree that this Agreement may not be modified, altered, amended, or otherwise changed except upon written consent by each of the

parties hereto. Except as expressly stated herein, this Agreement constitutes the entire agreement among the parties on the subject and there are no other understandings or agreements, written or oral, among them on the subject. Should any provision of this Agreement be held invalid or unenforceable by a court of competent jurisdiction, the parties agree that the remaining provisions shall remain in full force and effect.

5.Miscellaneous. This Agreement will not be binding on any party until signed by all parties or their representatives. Separate copies of this document shall constitute original documents that may be signed separately but which together shall constitute a single agreement. This Agreement shall be effective as of the date of the last signature.

[Signature page follows, remainder of page intentionally left blank.]

IHAVE READ THIS SEPARATION AGREEMENT AND, UNDERSTANDING ALL OF ITS TERMS, I SIGN IT AS MY FREE ACT AND DEED.

EMPLOYEE		EMPLOYER
/s/ Yevgeny Fundler	By:	/s/ Adrienne Elsner
Yevgeny Fundler		Adrienne Elsner
	Title:	Chief Executive Officer
Date: 4/10/2024	Date:	4/10/2024

EX-10.3

Exhibit 10.3

RELEASE AGREEMENT

This Release Agreement (“Agreement”) is made by and between Yevgeny Fundler (“EMPLOYEE”) and Benson Hill Holdings, Inc. (“EMPLOYER”). The terms of this Agreement are as follows:

A.EMPLOYEE has been employed by EMPLOYER at-will;

B.EMPLOYEE and EMPLOYER mutually agreed to terminate their employment relationship effective May 10, 2024 (“Separation Date”) pursuant to that certain Separation Agreement, dated on or about April 10, 2024 (the “Separation Agreement”) under circumstances that do not qualify EMPLOYEE for severance benefits under the Benson Hill, Inc. Executive Severance Plan;

C.The parties desire to settle and resolve any and all disputes and claims that have been or could have been asserted between them or any other affiliated entities, up to and including the date of this Agreement; and

D.EMPLOYER desires to offer EMPLOYEE certain separation benefits in exchange for EMPLOYEE’s promises in this Agreement, including but not limited to EMPLOYEE’s agreement to provide Transition Services (defined below) for ninety days following EMPLOYEE’s Separation Date and EMPLOYEE’s release of all claims that have been or could have been asserted by EMPLOYEE, up to and including the date of this Agreement.

For and in consideration of the mutual releases, covenants and undertakings hereinafter set forth, and for other good and valuable consideration, which each party hereby acknowledges, it is agreed as follows:

1.Transition Services. In exchange for the promises and separation benefits outlined in this Agreement, EMPLOYEE agrees to provide transition services, as directed by the CEO of EMPLOYER or the delegated representative of the CEO, to EMPLOYER for up to twenty hours per week for sixty days following the Separation Date (the “Transition Services”).

2.Separation Pay. In exchange for the Transition Services and EMPLOYEE’s other promises outlined in this Agreement and EMPLOYEE’s promises under the Separation Agreement, EMPLOYER agrees to:

a.Pay EMPLOYEE the amount of $260,268 (“Separation Payment”) which is equal to eight months (the “Separation Period”) base pay as of EMPLOYEE’s Separation Date, less applicable tax withholdings and deductions. Payment of the Separation Payment will be in equal installments over the course of the Separation Period in accordance with EMPLOYER's normal payroll practices, but no less frequently than monthly.

b.Provided EMPLOYEE timely and properly elects continuation coverage under the Consolidated Omnibus Budget Reconciliation Act (“COBRA”) for medical,

dental and/or vision benefits, EMPLOYER will reimburse EMPLOYEE for EMPLOYER’s portion of the monthly COBRA premium paid by EMPLOYEE for EMPLOYEE and EMPLOYEE’s covered dependents for the same number of weeks in the Separation Period. EMPLOYEE will remain responsible for EMPLOYEE’s portion of the COBRA premium at the same level of similarly situated active employees. EMPLOYEE and EMPLOYEE’s covered dependents must have been enrolled in coverage prior to EMPLOYEE’s termination of employment to be eligible for the premium subsidy. Such reimbursement may either (x) be paid to EMPLOYEE on the first payroll date of the month immediately following the month in which EMPLOYEE timely remits the premium payment, or (y) be remitted directly to the COBRA administrator on EMPLOYEE’s behalf. EMPLOYEE will be eligible to receive such reimbursement until the earliest of: (A) the expiration of EMPLOYEE’s Separation Period; (B) the date EMPLOYEE is no longer eligible to receive COBRA continuation coverage; (C) the date on which EMPLOYEE becomes eligible to receive substantially similar coverage from another employer or other source; or (D) EMPLOYEE fails to remit payment for EMPLOYEE’s portion of the COBRA premium.

The Separation Payment and other separation benefits described in this paragraph shall not be paid or provided until after the 7-day revocation period (Paragraph 10) has ended and EMPLOYEE has not revoked this Agreement. EMPLOYER shall issue a Form W-2 for such Separation Payment and other separation benefits. EMPLOYEE agrees that the Separation Payment and other separation benefits are not otherwise due and owing to EMPLOYEE and that EMPLOYEE is not otherwise entitled to any sum of money from EMPLOYER.

3.Release. EMPLOYEE, on EMPLOYEE’s own behalf and on behalf of EMPLOYEE’s heirs, beneficiaries, executors, administrators, and assigns, releases EMPLOYER and each and every one of its affiliates, subsidiaries, parent corporation, and its respective agents, present and former owners, directors, officers, executives, employees, predecessors and/or successors in interest, attorneys, and assigns (collectively hereinafter the “EMPLOYER Releasees”) from any and all claims, damages and causes of action of every kind and nature whatsoever, foreseen or unforeseen, known or unknown, which have arisen between EMPLOYEE and EMPLOYER up to the execution date of this Agreement by the parties (collectively hereinafter “Claims”) as follows:

a.Full and General Release. EMPLOYEE agrees to release and forever discharge EMPLOYER and the EMPLOYER Releasees from any and all Claims, including but not limited to, any Claims EMPLOYEE may have relating to EMPLOYEE’s employment with EMPLOYER; Claims for breach of an actual or implied contract; Claims under any severance pay plan or policy with or provided by EMPLOYER, including the Benson Hill, Inc. Executive Severance Plan; Claims of unjust or tortious discharge; Claims of negligence, intentional or negligent infliction of emotional distress, negligent hire/retention/supervision, or tortious interference with contract or business expectancy; Claims of defamation, libel, and/or slander; Claims under the Civil Rights Act of 1866, 42 U.S.C. § 1981, the Civil Rights Act of 1964, 42 U.S.C. § 2000 et seq., the

Americans with Disabilities Act of 1990, 42 U.S.C. § 12101 et seq., the Employee Retirement Income Security Act, 29 U.S.C. § 1001 et seq. as amended by the Consolidated Omnibus Budget Reconciliation Act (“COBRA”) as amended by the American Recovery and Reinvestment Act of 2009 (“ARRA”), the Fair Labor Standards Act of 1938, 29 U.S.C. § 201 et seq., the Rehabilitation Act of 1973, 29 U.S.C. § 701 et seq., the False Claims Act, 31 U.S.C. § 3729 et seq., the Family and Medical Leave Act, 29 U.S.C. § 2601 et seq., the Worker Adjustment and Retraining Notification Act, 29 U.S.C. § 2101 et seq., the Missouri Human Rights Act, Mo. REV. STAT. § 213.010 et seq., the Missouri Service Letter Statute, Mo. REV. STAT. § 290.140, the Missouri Wage Payment Act, Mo. REV. STAT. § 290.010 et seq., the Missouri Employment Security Act, Mo. REV. STAT. § 288.010 et seq., the Missouri Merchandising Practices Act, Mo. REV. STAT. § 407.913 et seq., the Missouri Equal Pay Law, Mo. REV. STAT. § 290.400 et seq., the Missouri Handicap Discrimination Statute, Mo. REV. STAT. § 209.150. Claims relating to EMPLOYEE’s application for hire, employment, or termination thereof; and any Claims which EMPLOYEE may have arising under or in connection with any and all local, state or federal ordinances, statutes, rules, regulations, executive orders or common law, up to and including the date of EMPLOYEE’s execution of this Agreement.

b.ADEA Release. EMPLOYEE agrees to release and forever discharge EMPLOYER and the EMPLOYER Releasees from any and all Claims relating to EMPLOYEE’s employment with EMPLOYER arising under the Age Discrimination in Employment Act (“ADEA'”), 29 U.S.C. § 621 et seq., and as modified by the Older Workers’ Benefits Protection Act, 29 U.S.C. § 626(f), against EMPLOYER and the EMPLOYER Releasees. Nothing in this Agreement shall limit or restrict EMPLOYEE's right under the ADEA to challenge the validity of EMPLOYEE’s ADEA release in a court of law. However, EMPLOYEE nevertheless understands that the waiver and release contained in this paragraph still applies to EMPLOYEE’s ADEA Claims and that EMPLOYEE has waived all ADEA Claims as part of this Agreement. EMPLOYEE further understands that in any suit brought under the ADEA, EMPLOYEE would not be entitled to any damages or other relief unless the waiver in this paragraph was deemed to be invalid.

Nothing in this Agreement shall interfere with EMPLOYEE’s right to initiate, cooperate, or participate in an investigation or proceeding conducted by the EEOC, NLRB, or any other federal or state regulatory or law enforcement agency. However, the consideration provided to EMPLOYEE in this Agreement shall be the sole relief provided to EMPLOYEE and he will not be entitled to recover and agrees to waive any monetary benefits or recovery against EMPLOYER in connection with any such claim, charge, or proceeding without regard to who has brought such charge or complaint.

4.    Indemnification. EMPLOYEE agrees to be responsible for any taxes owing as a result of any payments made to EMPLOYEE under this Agreement, and EMPLOYEE agrees that

EMPLOYEE will indemnify EMPLOYER and/or any of the EMPLOYER Releasees for any taxes, penalties, and attorneys’ fees and costs subsequently imposed on EMPLOYER and/or any of the EMPLOYER Releasees attributable to the Separation Payment and other separation benefits set out in Paragraph 2 of this Agreement. It is understood and agreed that, with the exception of (i) EMPLOYEE’s rights under this Agreement and (ii) any of the EMPLOYEE’s rights to indemnification as provided in the Second Amended and Restated Certificate of Incorporation of Benson Hill, Inc., the Second Amended and Restated Bylaws of Benson Hill, Inc., the indemnity agreement entered into between the EMPLOYER and EMPLOYEE for his service as an officer of the EMPLOYER, and in the applicable directors and officers liability insurance maintained by the EMPLOYER, all of which shall remain fully binding and in full effect subsequent to the execution of this Agreement, the release set forth in Paragraph 3 is intended and shall be deemed to be a full and complete release of any and all claims that the EMPLOYEE may or might have against the EMPLOYER Releases arising out of any occurrence on or before the Separation Date and this Agreement is intended to cover and does cover any and all future damages not now known to the EMPLOYEE or which may later develop or be discovered, including all causes of action arising out of or in connection with any occurrence on or before the Separation Date.

5.Incorporation and Survival of Benson Hill Loyalty Agreement. EMPLOYEE agreed to and executed a Benson Hill Loyalty Agreement (the “Loyalty Agreement”) during EMPLOYEE’s employment, and a copy of that Loyalty Agreement is attached as Attachment A. EMPLOYEE agrees that such Loyalty Agreement is expressly incorporated by reference to this Agreement and remains in full force and effect.

6.Nondisparagement. EMPLOYEE shall not at any time make any negative or disparaging statements or remarks to the media or others regarding EMPLOYER, the EMPLOYER Releasees, or any of their products or services. In addition, EMPLOYEE shall not make any deliberately or maliciously false statements or remarks regarding the operations or employees of the EMPLOYER or any EMPLOYER Releasee. EMPLOYER agrees that it will not make any negative or disparaging statements or remarks to the media or others regarding EMPLOYEE, however, EMPLOYER is not responsible for statements made by individuals or entities who are not signatories to this Agreement unless such statements are made with the specific knowledge and authorization of EMPLOYER’s signatory herein. For purposes of this paragraph, “statements or remarks” shall include, but are not limited to, statements or remarks made verbally, in writing, electronically or otherwise. This paragraph shall not prohibit either party from making truthful statements in compliance with any applicable law or regulation or a valid order of a court of competent jurisdiction or an authorized government agency or arbitral proceeding, provided that such compliance does not exceed that required by the law, regulation, or order. EMPLOYEE acknowledges and agrees that this nondisparagement paragraph is the stated preference of EMPLOYEE and mutually beneficial to the parties.

7.Confidentiality. EMPLOYEE agrees not to discuss the terms of this Agreement to any non-party other than EMPLOYEE’s spouse, children, legal advisor, or financial advisor, if any, provided each such person also agrees not to discuss the terms of this Agreement.

Notwithstanding the foregoing, this provision is not intended, and should not be interpreted, to preclude EMPLOYEE from engaging in any activities protected under the National Labor Relations

Act, such as discussing with other individuals wages, benefits, or terms and conditions of employment of EMPLOYER or its affiliates. Furthermore, nothing in these confidentiality requirements prohibits EMPLOYEE from reporting possible violations of federal law or regulation to any governmental agency or entity, including but not limited to the Department of Justice, the Securities and Exchange Commission, Congress, and any agency Inspector General, or making other disclosures that are protected under the whistleblower provisions of federal law or regulation. EMPLOYEE need not obtain the prior authorization from EMPLOYER to make any such reports or disclosures, and EMPLOYEE is not required to notify EMPLOYER that EMPLOYEE has made such reports or disclosures. EMPLOYEE acknowledges and agrees that this confidentiality section is the stated preference of EMPLOYEE and mutually beneficial to the parties.

8.    Non-Admission. The parties to this Agreement agree that nothing herein is an admission by any party hereto of any wrongdoing, either in violation of an applicable law or otherwise, and that nothing in this Agreement is to be construed as such by any person.

9.    Consultation with Attorney/Time for Consideration. EMPLOYEE agrees that EMPLOYEE has been represented by an attorney and has been given a reasonable period of time to consider this Agreement. EMPLOYEE also acknowledges that EMPLOYEE has voluntarily entered into this Agreement of EMPLOYEE's own free will based only upon the terms and conditions set out herein. Further, EMPLOYEE acknowledges and agrees EMPLOYEE has twenty-one (21) calendar days from the date of receipt to sign and accept it the ("Consideration Period"). EMPLOYEE understands that EMPLOYEE may use as much or as little of the Consideration Period as EMPLOYEE wishes prior to deciding whether to sign this Agreement. However, EMPLOYEE may not sign this Agreement before Employee's Separation Date. EMPLOYEE and EMPLOYER agree that changes to the Agreement, whether material or immaterial, do not restart the running of this Consideration Period. EMPLOYER is not required to provide the Separation Payment or other benefits described in Paragraph 2 unless EMPLOYEE executes this Agreement within the Consideration Period and does not exercise his right to revoke it.

10.    Revocation Period. The Parties agree that this Agreement shall not be effective until the expiration of seven (7) calendar days after it is signed by EMPLOYEE if EMPLOYEE has not revoked EMPLOYEE's acceptance hereof, and during that seven (7) day period EMPLOYEE may revoke EMPLOYEE'S acceptance of this Agreement. If EMPLOYEE chooses to revoke his acceptance of this Agreement, EMPLOYEE must notify Allyson Pegues at 1001 N Warson Road, Suite 300, St. Louis, MO 63132, in writing, delivered no later than seven (7) calendar days after EMPLOYEE signs this Agreement. EMPLOYEE acknowledges and agrees that, if not revoked, this Agreement shall become final and binding upon expiration of said seven (7) calendar day period, and the "Effective Date" of this Agreement shall be the first day following said seven  (7) day period.

11.    Choice of Law. The parties agree that this Agreement shall be governed by and construed in accordance with the laws of the State of Missouri.

12.Entire Agreement and Severability. The parties agree that this Agreement may not be modified, altered, amended, or otherwise changed except upon written consent by each of the parties hereto. Except as expressly stated herein, this Agreement constitutes the entire agreement among the parties and there are no other understandings or agreements, written or oral, among them on the

subject. Should any provision of this Agreement be held invalid or unenforceable by a court of competent jurisdiction, the parties agree that the remaining provisions shall remain in full force and effect.

13.Miscellaneous. This Agreement will not be binding on any party until signed by all parties or their representatives. Separate copies of this document shall constitute original documents that may be signed separately but which together shall constitute a single agreement. This Agreement shall be effective as of the date of the last signature.

14.Code Section 409A. This Agreement is intended to be exempt from Section 409A of the Internal Revenue Code of 1986, as amended (“Section 409A”), and shall be construed and administered in accordance with such intent. Notwithstanding any other provision of this Agreement, payments provided under this Agreement may only be made upon an event and in a manner that complies with Section 409A or an applicable exemption. Any payments under this Agreement that may be excluded from Section 409A either as separation pay due to an involuntary separation from service, as a short-term deferral, or as a settlement payment pursuant to a bona fide legal dispute shall be excluded from Section 409A to the maximum extent possible. For purposes of Section 409A, any installment payments provided under this Agreement shall each be treated as a separate payment. Notwithstanding the foregoing, EMPLOYER makes no representations that the payments and benefits provided under this Agreement comply with Section 409A and in no event shall EMPLOYER be liable for all or any portion of any taxes, penalties, interest, or other expenses that may be incurred by Employee on account of non-compliance with Section 409A. EMPLOYEE agrees to be responsible for any taxes owing as a result of any payments made to EMPLOYEE under this Agreement

[Signature page follows, remainder of page intentionally left blank.]

I HAVE READ THIS RELEASE AGREEMENT AND, UNDERSTANDING ALL OF ITS TERMS, I SIGN IT AS MY FREE ACT AND DEED.

	EMPLOYEE		EMPLOYER
		By:
	Yevgeny Fundler		Adrienne Elsner
		Title:	Chief Executive Officer
Date:		Date:

EX-10.4

Exhibit 10.4

April 11, 2024

Dear Daniel Cosgrove,

Benson Hill Holdings, Inc. (the “Company”), a Delaware corporation, is pleased to formally extend you a confidential offer of employment as our Chief Administrative Officer. You will report directly to Adrienne Elsner, Chief Executive Officer.

Your first day of employment is targeted to be on or before April 15, 2024. This date will be finalized upon your acceptance of this offer and the successful completion of a background check. In this role, given your knowledge and experience, we believe you will make a significant impact to our organization.

We invite you to join our team under the following arrangements:

1.Salary

Your annual salary will be $350,000 based working 30 hours per week, subject to appropriate withholdings. We are paid on a bi-weekly basis. This position is considered full-time exempt, meaning you are ineligible for overtime for hours worked more than forty (40) in a given week. In order to maintain full-time status, you must work a minimum of 30 hours per week. Merit reviews are conducted on an annual basis, subject to business conditions. Consideration for merit increase will be given in 2024.

2.Annual Incentive Program (AIP)

You are eligible for the 2024 Company Annual Incentive Program (paid Q1 2025) at 40% of your annual salary as a target level. This program is considered “payment for success” in that your potential bonus payout will be dependent on both company performance and your individual performance. Payment of this plan will be at the discretion of the Compensation Committee of the Board of Directors of Benson Hill, Inc., the Company’s parent. The bonus payout is prorated based on hire date.

3.Sign On Equity Offering

You will be granted a one-time equity award in the amount of 350,000 RSUs set to time vest annually over two years. Under your equity award agreement, if (i) your service is terminated by the Company for reasons other than Cause or performance, (ii) such termination occurs within 12 months following a Change in Control, and (iii) and subject to you executing a Separation Agreement and General Release (a “Release”) prepared by the Company, then any unvested portion of your 2024 RSUs will vest on the date your Release becomes effective and irrevocable.

4.Paid Time Off (PTO)

The Company offers a strong paid time-off (PTO) plan which includes nine paid holidays per annum as well as flexible PTO with no cap or accrual. PTO requests must be approved by your direct manager.

5.Benefits

The Company provides a strong benefit package for its’ employees. You will be eligible for medical, dental, and vision benefits effective on your start date. The current cost during the 2024 plan year for medical coverage ranges depending on the coverage you select. The Company offers dental and vision benefits at low cost. We also provide short-term disability, long-term disability and life insurance. All benefits are reviewed annually and will be reviewed on January 1, 2025.

1001 N. Warson Rd. Suite 300, St. Louis, Missouri 63132

Should you experience a termination by the Company without Cause or due to performance you will receive severance benefits to total six (6) months of salary and benefits continuation. This benefit is not meant to be additive to any severance benefits offered by the Company’s Severance Pay Plan but instead to redefine the minimum benefit offered based on years of service.

6.Indemnification

At all times during the Employment Term and thereafter, the Company will provide Executive with indemnification under the Company’s organizational documents and director and officer liability insurance coverage, all on terms no less favorable than the coverage provided to other Company executives. In this regard, Company and Executive agree to execute and be bound by the Company’s standard indemnity agreement for its officers and directors, which is attached hereto as Exhibit A (the “Indemnity Agreement”).

7.401(k)

You will be eligible to enroll in our 401(k) plan effective on your start date. Under the current plan, the Company matches 100% on the first three percent of your base salary that you contribute, and then matches 50% on the fourth and fifth percent of your base salary, all of which vest immediately.

8.At-Will Employment

We recognize that you retain the option, as does the Company, of ending your employment with the Company at any time, with or without notice, and with or without cause. As such, your employment with the Company is at-will and neither this letter nor any other oral or written representations may be considered a contract for any specific period of time.

This offer of employment is contingent upon your submission of original documents verifying your identity and your employment eligibility as required by Federal law, and contingent upon acceptable results of references, a background check and the execution of a Loyalty Agreement.

We greatly look forward to you joining our team and helping us reach our goals. Best,

/s/ Adrienne Elsner	April 11, 2024
Adrienne Elsner	Date
Chief Executive Officer

I CONFIRM ACCEPTANCE OF THE ABOVE TERMS AND CONDITIONS OUTLINED IN THIS OFFER LETTER

/s/ Daniel J. Cosgrove	4/11/2024
Daniel Cosgrove	Date

1001 N. Warson Rd. Suite 300, St. Louis, Missouri 63132

EX-10.5

Exhibit 10.5

INDEMNITY AGREEMENT

THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of _________________, by and between Benson Hill, Inc., a Delaware corporation (the “Company”), and ___________________ (“Indemnitee”).

WHEREAS, highly competent persons have become more reluctant to serve publicly-held corporations as directors, officers or in other capacities unless they are provided with adequate protection through insurance or adequate indemnification against inordinate risks of claims and actions against them arising out of their service to and activities on behalf of such corporations;

WHEREAS, the Board of Directors of the Company (the “Board”) has determined that, in order to attract and retain qualified individuals, the Company will attempt to maintain on an ongoing basis, at its sole expense, liability insurance to protect persons serving the Company and its subsidiaries from certain liabilities. The Second Amended and Restated Certificate of Incorporation (the “Charter”) and the Second Amended and Restated Bylaws (the “Bylaws”) of the Company require indemnification of the officers and directors of the Company. Indemnitee may also be entitled to indemnification pursuant to applicable provisions of the Delaware General Corporation Law (“DGCL”). The Charter, Bylaws and the DGCL expressly provide that the indemnification provisions set forth therein are not exclusive, and thereby contemplate that contracts may be entered into between the Company and members of the Board, officers and other persons with respect to indemnification, hold harmless, exoneration, advancement and reimbursement rights;

WHEREAS, the uncertainties relating to such insurance and to indemnification have increased the difficulty of attracting and retaining such persons;

WHEREAS, the Board has determined that the increased difficulty in attracting and retaining such persons is detrimental to the best interests of the Company’s stockholders and that the Company should act to assure such persons that there will be increased certainty of such protection in the future;

WHEREAS, it is reasonable, prudent and necessary for the Company contractually to obligate itself to indemnify, hold harmless, exonerate and to advance expenses on behalf of, such persons to the fullest extent permitted by applicable law so that they will serve or continue to serve the Company free from undue concern that they will not be so protected against liabilities;

WHEREAS, this Agreement is a supplement to and in furtherance of the Charter and Bylaws of the Company and any resolutions adopted pursuant thereto, and shall not be deemed a substitute therefor, nor to diminish or abrogate any rights of Indemnitee thereunder; and

WHEREAS, Indemnitee may not be willing to serve as an officer or director without adequate protection, and the Company desires Indemnitee to serve in such capacity. Indemnitee is willing to serve, continue to serve and to take on additional service for or on behalf of the Company on the condition that he or she be so indemnified.

NOW, THEREFORE, in consideration of the premises and the covenants contained herein, the Company and Indemnitee do hereby covenant and agree as follows:

1.SERVICES TO THE COMPANY. In consideration of the Company’s covenants and obligations hereunder, Indemnitee will serve or continue to serve as an officer, director, advisor, key employee or in any other capacity of the Company, as applicable, for so long as Indemnitee is duly elected or appointed or retained or until Indemnitee tenders his or her resignation or until Indemnitee is removed. The foregoing notwithstanding, this Agreement shall continue in full force and effect after Indemnitee has ceased to serve as a director, officer, advisor, key employee or in any other capacity of the Company, as provided in Section 17. This Agreement, however, shall not impose any obligation on Indemnitee or the Company to continue Indemnitee’s service to the Company beyond any period otherwise required by law or by other agreements or commitments of the parties, if any.

2.DEFINITIONS. As used in this Agreement:

(a)References to “agent” shall mean any person who is or was a director, officer or employee of the Company or a subsidiary of the Company or other person authorized by the Company to act for the Company, to include such person serving in such capacity as a director, officer, employee, advisor, fiduciary or other official of another corporation, partnership, limited liability company, joint venture, trust or other enterprise at the request of, for the convenience of, or to represent the interests of the Company or a subsidiary of the Company.

(b)The terms “Beneficial Owner” and “Beneficial Ownership” shall have the meanings set forth in Rule 13d-3 promulgated under the Exchange Act as in effect on the date hereof.

(c)A “Change in Control” shall be deemed to occur upon the earliest to occur after the date of this Agreement of any of the following events:

(i)Acquisition of Stock by Third Party. Any Person is or becomes the Beneficial Owner, directly or indirectly, of securities of the Company representing fifteen percent (15%) or more of the combined voting power of the Company’s then outstanding securities entitled to vote generally in the election of directors, unless (1) the change in the relative Beneficial Ownership of the Company’s securities by any Person results solely from a reduction in the aggregate number of outstanding shares of securities entitled to vote generally in the election of directors, or (2) such acquisition was approved in advance by the Continuing Directors and such acquisition would not constitute a Change in Control under part (iii) of this definition;

(ii)Change in Board of Directors. Individuals who, as of the date hereof, constitute the Board, and any new director whose election by the Board or nomination for election by the Company’s stockholders was approved by a vote of at least two thirds of the directors then still in office who were directors on the date hereof or whose election or nomination for election was previously so approved (collectively, the “Continuing Directors”), cease for any reason to constitute at least a majority of the members of the Board;

(iii)Corporate Transactions. The effective date of a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination, involving the

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Company and one or more businesses (a “Business Combination”), in each case, unless, following such Business Combination: (1) all or substantially all of the individuals and entities who were the Beneficial Owners of securities entitled to vote generally in the election of directors immediately prior to such Business Combination beneficially own, directly or indirectly, more than 51% of the combined voting power of the then outstanding securities of the Company entitled to vote generally in the election of directors resulting from such Business Combination (including, without limitation, a corporation which as a result of such transaction owns the Company or all or substantially all of the Company’s assets either directly or through one or more Subsidiaries) in substantially the same proportions as their ownership immediately prior to such Business Combination, of the securities entitled to vote generally in the election of directors; (2) other than an affiliate of the Sponsor, no Person (excluding any corporation resulting from such Business Combination) is the Beneficial Owner, directly or indirectly, of 15% or more of the combined voting power of the then outstanding securities entitled to vote generally in the election of directors of the surviving corporation except to the extent that such ownership existed prior to the Business Combination; and (3) at least a majority of the board of directors of the corporation resulting from such Business Combination were Continuing Directors at the time of the execution of the initial agreement, or of the action of the Board, providing for such Business Combination;

(iv)Liquidation. The approval by the stockholders of the Company of a complete liquidation of the Company or an agreement or series of agreements for the sale or disposition by the Company of all or substantially all of the Company’s assets, other than factoring the Company’s current receivables or escrows due (or, if such stockholder approval is not required, the decision by the Board to proceed with such a liquidation, sale, or disposition in one transaction or a series of related transactions); or

(v)Other Events. There occurs any other event of a nature that would be required to be reported in response to Item 6(e) of Schedule 14A of Regulation 14A (or a response to any similar item on any similar schedule or form) promulgated under the Exchange Act, whether or not the Company is then subject to such reporting requirement.

(d)“Corporate Status” describes the status of a person who is or was a director, officer, trustee, general partner, manager, managing member, fiduciary, employee or agent of the Company or of any other Enterprise which such person is or was serving at the request of the Company.

(e)“Delaware Court” shall mean the Court of Chancery of the State of Delaware.

(f)“Disinterested Director” shall mean a director of the Company who is not and was not a party to the Proceeding in respect of which indemnification is sought by Indemnitee.

(g)“Enterprise” shall mean the Company and any other corporation, constituent corporation (including any constituent of a constituent) absorbed in a consolidation or merger to which the Company (or any of its wholly owned subsidiaries) is a party, limited liability company, partnership, joint venture, trust, employee benefit plan or other enterprise of which Indemnitee is or was serving at the request of the Company as a director, officer, trustee, general partner, managing member, fiduciary, employee or agent.

(h)“Exchange Act” shall mean the Securities Exchange Act of 1934, as amended.

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(i)“Expenses” shall include all direct and indirect costs, fees and expenses of any type or nature whatsoever, including, without limitation, all reasonable attorneys’ fees and costs, retainers, court costs, transcript costs, fees of experts, witness fees, travel expenses, fees of private investigators and professional advisors, duplicating costs, printing and binding costs, telephone charges, postage, delivery service fees, fax transmission charges, secretarial services and all other disbursements, obligations or expenses in connection with prosecuting, defending, preparing to prosecute or defend, investigating, being or preparing to be a witness in, settlement or appeal of, or otherwise participating in, a Proceeding, including reasonable compensation for time spent by the Indemnitee for which he or she is not otherwise compensated by the Company or any third party. Expenses also shall include Expenses incurred in connection with any appeal resulting from any Proceeding, including without limitation the principal, premium, security for, and other costs relating to any cost bond, supersedeas bond, or other appeal bond or its equivalent. Expenses, however, shall not include amounts paid in settlement by Indemnitee or the amount of judgments or fines against Indemnitee.

(j)References to “fines” shall include any excise tax assessed on Indemnitee with respect to any employee benefit plan.

(k)References to “serving at the request of the Company” shall include any service as a director, officer, employee, agent or fiduciary of the Company which imposes duties on, or involves services by, such director, officer, employee, agent or fiduciary with respect to an employee benefit plan, its participants or beneficiaries; and if Indemnitee acted in good faith and in a manner Indemnitee reasonably believed to be in the best interests of the participants and beneficiaries of an employee benefit plan, Indemnitee shall be deemed to have acted in a manner “not opposed to the best interests of the Company” as referred to in this Agreement.

(l)“Independent Counsel” shall mean a law firm or a member of a law firm with significant experience in matters of corporate law and that neither presently is, nor in the past five years has been, retained to represent: (i) the Company or Indemnitee in any matter material to either such party (other than with respect to matters concerning Indemnitee under this Agreement, or of other indemnitees under similar indemnification agreements); or (ii) any other party to the Proceeding giving rise to a claim for indemnification hereunder. Notwithstanding the foregoing, the term “Independent Counsel” shall not include any person who, under the applicable standards of professional conduct then prevailing, would have a conflict of interest in representing either the Company or Indemnitee in an action to determine Indemnitee’s rights under this Agreement.

(m)The term “Person” shall have the meaning as set forth in Sections 13(d) and 14(d) of the Exchange Act as in effect on the date hereof; provided, however, that “Person” shall exclude: (i) the Company; (ii) any Subsidiaries of the Company; (iii) any employment benefit plan of the Company or of a Subsidiary of the Company or of any corporation owned, directly or indirectly, by the stockholders of the Company in substantially the same proportions as their ownership of stock of the Company; and (iv) any trustee or other fiduciary holding securities under an employee benefit plan of the Company or of a Subsidiary of the Company or of a corporation owned directly or indirectly by the stockholders of the Company in substantially the same proportions as their ownership of stock of the Company.

(n)The term “Proceeding” shall include any threatened, pending or completed action, suit, arbitration, mediation, alternate dispute resolution mechanism, investigation, inquiry, administrative

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hearing or any other actual, threatened or completed proceeding, whether brought in the right of the Company or otherwise and whether of a civil (including intentional or unintentional tort claims), criminal, administrative or investigative or related nature, in which Indemnitee was, is, will or might be involved as a party or otherwise by reason of the fact that Indemnitee is or was a director or officer of the Company, by reason of any action (or failure to act) taken by him or her or of any action (or failure to act) on his or her part while acting as a director or officer of the Company, or by reason of the fact that he or she is or was serving at the request of the Company as a director, officer, trustee, general partner, managing member, fiduciary, employee or agent of any other Enterprise, in each case whether or not serving in such capacity at the time any liability or expense is incurred for which indemnification, reimbursement, or advancement of expenses can be provided under this Agreement.

(o)The term “Subsidiary,” with respect to any Person, shall mean any corporation, limited liability company, partnership, joint venture, trust or other entity of which a majority of the voting power of the voting equity securities or equity interest is owned, directly or indirectly, by that Person.

(p)The phrase “to the fullest extent permitted by applicable law” shall include, but not be limited to: (a) to the fullest extent authorized or permitted by the provision of the DGCL that authorizes or contemplates additional indemnification by agreement, or the corresponding provision of any amendment to or replacement of the DGCL, and (b) to the fullest extent authorized or permitted by any amendments to or replacements of the DGCL adopted after the date of this Agreement that increase the extent to which a corporation may indemnify its officers and directors.

1.INDEMNITY IN THIRD-PARTY PROCEEDINGS. To the fullest extent permitted by applicable law, the Company shall indemnify, hold harmless and exonerate Indemnitee in accordance with the provisions of this Section 3 if Indemnitee was, is, or is threatened to be made, a party to or a participant (as a witness, deponent or otherwise) in any Proceeding, other than a Proceeding by or in the right of the Company to procure a judgment in its favor by reason of Indemnitee’s Corporate Status. Pursuant to this Section 3, Indemnitee shall be indemnified, held harmless and exonerated against all Expenses, judgments, liabilities, fines, penalties and amounts paid in settlement (including all interest, assessments and other charges paid or payable in connection with or in respect of such Expenses, judgments, fines, penalties and amounts paid in settlement) actually, and reasonably incurred by Indemnitee or on his or her behalf in connection with such Proceeding or any claim, issue or matter therein, if Indemnitee acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the Company and, in the case of a criminal Proceeding, had no reasonable cause to believe that his or her conduct was unlawful; provided, in no event shall Indemnitee be entitled to be indemnified, held harmless or advanced any amounts hereunder in respect of any Expenses, judgments, liabilities, fines, penalties and amounts paid in settlement (if any) that Indemnitee may incur by reason of his or her own actual fraud or intentional misconduct. Indemnitee shall not be found to have committed actual fraud or intentional misconduct for any purpose of this Agreement unless or until a court of competent jurisdiction shall have made a finding to that effect.

2.INDEMNITY IN PROCEEDINGS BY OR IN THE RIGHT OF THE COMPANY. To the fullest extent permitted by applicable law, the Company shall indemnify, hold harmless and exonerate Indemnitee in accordance with the provisions of this Section 4 if Indemnitee was, is, or is threatened to be made, a party to or a participant (as a witness, deponent or otherwise) in any Proceeding by or in the right of the Company to procure a judgment in its favor by reason of Indemnitee’s Corporate

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Status. Pursuant to this Section 4, Indemnitee shall be indemnified, held harmless and exonerated against all Expenses actually and reasonably incurred by him or her or on his or her behalf in connection with such Proceeding or any claim, issue or matter therein, if Indemnitee acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the Company. No indemnification, hold harmless or exoneration for Expenses shall be made under this Section 4 in respect of any claim, issue or matter as to which Indemnitee shall have been finally adjudged by a court of competent jurisdiction to be liable to the Company, unless and only to the extent that any court in which the Proceeding was brought or the Delaware Court shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, Indemnitee is fairly and reasonably entitled to indemnification, to be held harmless or to exoneration.

3.INDEMNIFICATION FOR EXPENSES OF A PARTY WHO IS WHOLLY OR PARTLY SUCCESSFUL. Notwithstanding any other provisions of this Agreement, but subject to Section 27, to the extent that Indemnitee was or is, by reason of Indemnitee’s Corporate Status, a party to (or a participant in) and is successful, on the merits or otherwise, in any Proceeding or in defense of any claim, issue or matter therein, in whole or in part, the Company shall, to the fullest extent permitted by applicable law, indemnify, hold harmless and exonerate Indemnitee against all Expenses actually and reasonably incurred by him or her in connection therewith. If Indemnitee is not wholly successful in such Proceeding but is successful, on the merits or otherwise, as to one or more but less than all claims, issues or matters in such Proceeding, the Company shall, to the fullest extent permitted by applicable law, indemnify, hold harmless and exonerate Indemnitee against all Expenses actually and reasonably incurred by him or her or on his or her behalf in connection with each successfully resolved claim, issue or matter. If Indemnitee is not wholly successful in such Proceeding, the Company also shall, to the fullest extent permitted by applicable law, indemnify, hold harmless and exonerate Indemnitee against all Expenses reasonably incurred in connection with a claim, issue or matter related to any claim, issue, or matter on which Indemnitee was successful. For purposes of this Section 5 and without limitation, the termination of any claim, issue or matter in such a Proceeding by dismissal, with or without prejudice, shall be deemed to be a successful result as to such claim, issue or matter.

4.INDEMNIFICATION FOR EXPENSES OF A WITNESS. Notwithstanding any other provision of this Agreement, but subject to Section 27, to the extent that Indemnitee is, by reason of his or her Corporate Status, a witness or deponent in any Proceeding to which Indemnitee is not a party or threatened to be made a party, he or she shall, to the fullest extent permitted by applicable law, be indemnified, held harmless and exonerated against all Expenses actually and reasonably incurred by him or her or on his or her behalf in connection therewith.

5.ADDITIONAL INDEMNIFICATION, HOLD HARMLESS AND EXONERATION RIGHTS. Notwithstanding any limitation in Sections 3, 4 or 5, but subject to Section 27, the Company shall, to the fullest extent permitted by applicable law, indemnify, hold harmless and exonerate Indemnitee if Indemnitee is a party to or threatened to be made a party to any Proceeding (including a Proceeding by or in the right of the Company to procure a judgment in its favor) against all Expenses, judgments, fines, penalties and amounts paid in settlement (including all interest, assessments and other charges paid or payable in connection with or in respect of such Expenses, judgments, fines, penalties and amounts paid in settlement) actually and reasonably incurred by Indemnitee in connection with the Proceeding. No indemnification, hold harmless or exoneration rights shall be available under this Section 7 on account of Indemnitee’s conduct which constitutes a breach of Indemnitee’s duty of loyalty to the

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Company or its stockholders or is an act or omission not in good faith or which involves intentional misconduct or a knowing violation of the law.

6.CONTRIBUTION IN THE EVENT OF JOINT LIABILITY.

(a)To the fullest extent permissible under applicable law, if the indemnification, hold harmless and/or exoneration rights provided for in this Agreement are unavailable to Indemnitee in whole or in part for any reason whatsoever, the Company, in lieu of indemnifying, holding harmless or exonerating Indemnitee, shall pay, in the first instance, the entire amount incurred by Indemnitee, whether for judgments, liabilities, fines, penalties, amounts paid or to be paid in settlement and/or for Expenses, in connection with any Proceeding without requiring Indemnitee to contribute to such payment, and the Company hereby waives and relinquishes any right of contribution it may have at any time against Indemnitee.

(b)The Company shall not enter into any settlement of any Proceeding in which the Company is jointly liable with Indemnitee (or would be if joined in such Proceeding) unless such settlement provides for a full and final release of all claims asserted against Indemnitee.

(c)The Company hereby agrees to fully indemnify, hold harmless and exonerate Indemnitee from any claims for contribution which may be brought by officers, directors or employees of the Company other than Indemnitee who may be jointly liable with Indemnitee. Indemnitee shall seek payments or advances from the Company only to the extent that such payments or advances are unavailable from any insurance policy of the Company covering Indemnitee.

3.EXCLUSIONS. Notwithstanding any provision in this Agreement, but subject to Section 27, the Company shall not be obligated under this Agreement to make any indemnification, advance Expenses, hold harmless or exoneration payment in connection with any claim made against Indemnitee:

(a)for which payment has actually been received by or on behalf of Indemnitee under any insurance policy or other indemnity or advancement provision, except with respect to any excess beyond the amount actually received under any insurance policy, contract, agreement, other indemnity or advancement provision or otherwise;

(b)for an accounting of profits made from the purchase and sale (or sale and purchase) by Indemnitee of securities of the Company within the meaning of Section 16(b) of the Exchange Act (or any successor rule) or similar provisions of state statutory law or common law; or

(c)except as otherwise provided in Sections 14(f) and (g) hereof, prior to a Change in Control, in connection with any Proceeding (or any part of any Proceeding) initiated by Indemnitee, including any Proceeding (or any part of any Proceeding) initiated by Indemnitee against the Company or its directors, officers, employees or other indemnitees, unless (i) the Board authorized the Proceeding (or any part of any Proceeding) prior to its initiation or (ii) the Company provides the indemnification, hold harmless or exoneration payment, in its sole discretion, pursuant to the powers vested in the Company under applicable law.

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7.ADVANCES OF EXPENSES; DEFENSE OF CLAIM.

(a)Notwithstanding any provision of this Agreement to the contrary, but subject to Section 27, and to the fullest extent not prohibited by applicable law, the Company shall pay the Expenses incurred by Indemnitee (or reasonably expected by Indemnitee to be incurred by Indemnitee within three months) in connection with any Proceeding within ten (10) days after the receipt by the Company of a statement or statements requesting such advances from time to time, prior to the final disposition of any Proceeding. Advances shall, to the fullest extent permitted by law, be unsecured and interest free. Advances shall, to the fullest extent permitted by law, be made without regard to Indemnitee’s ability to repay the Expenses and without regard to Indemnitee’s ultimate entitlement to be indemnified, held harmless or exonerated under the other provisions of this Agreement. Advances shall include any and all reasonable Expenses incurred pursuing a Proceeding to enforce this right of advancement, including Expenses incurred preparing and forwarding statements to the Company to support the advances claimed. To the fullest extent required by applicable law, such payments of Expenses in advance of the final disposition of the Proceeding shall be made only upon the Company’s receipt of an undertaking, by or on behalf of Indemnitee, to repay the advanced amounts to the extent that it is ultimately determined that Indemnitee is not entitled to be indemnified by the Company under the provisions of this Agreement, the Charter, the Bylaws of the Company, applicable law or otherwise. If it shall be determined by a final judgment or other final adjudication that Indemnitee was not so entitled to indemnification, any advancement shall be returned to the Company (without interest) by the Indemnitee. This Section 10(a) shall not apply to any claim made by Indemnitee for which an indemnification, hold harmless or exoneration payment is excluded pursuant to Section 9, but shall apply to any Proceeding referenced in Section 9(b) prior to a final determination that Indemnitee is liable therefor.

(b)The Company will be entitled to participate in the Proceeding at its own expense.

(c)The Company shall not settle any action, claim or Proceeding (in whole or in part) which would impose any Expense, judgment, fine, penalty or limitation on Indemnitee without Indemnitee’s prior written consent.

8.PROCEDURE FOR NOTIFICATION AND APPLICATION FOR INDEMNIFICATION.

(a)Indemnitee agrees to notify promptly the Company in writing upon being served with any summons, citation, subpoena, complaint, indictment, information or other document relating to any Proceeding, claim, issue or matter therein which may be subject to indemnification, hold harmless or exoneration rights, or advancement of Expenses covered hereunder. The failure of Indemnitee to so notify the Company shall not relieve the Company of any obligation which it may have to Indemnitee under this Agreement, or otherwise.

(b)Indemnitee may deliver to the Company a written application to indemnify, hold harmless or exonerate Indemnitee in accordance with this Agreement. Such application(s) may be delivered from time to time and at such time(s) as Indemnitee deems appropriate in his or her sole discretion. Following such a written application for indemnification by Indemnitee, Indemnitee’s entitlement to indemnification shall be determined according to Section 12(a) of this Agreement.

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9.PROCEDURE UPON APPLICATION FOR INDEMNIFICATION.

(a)A determination, if required by applicable law, with respect to Indemnitee’s entitlement to indemnification shall be made in the specific case by one of the following methods, which shall be at the election of Indemnitee: (i) by a majority vote of the Disinterested Directors, even though less than a quorum of the Board, (ii) by a committee of such directors designated by majority vote of such directors, (iii) if there are no Disinterested Directors or if such directors so direct, by Independent Counsel in a written opinion to the Board, a copy of which shall be delivered to Indemnitee, or (iv) by vote of the stockholders by ordinary resolution. The Company promptly will advise Indemnitee in writing with respect to any determination that Indemnitee is or is not entitled to indemnification, including a description of any reason or basis for which indemnification has been denied. If it is so determined that Indemnitee is entitled to indemnification, payment to Indemnitee shall be made within ten (10) days after such determination. Indemnitee shall reasonably cooperate with the person, persons or entity making such determination with respect to Indemnitee’s entitlement to indemnification, including providing to such person, persons or entity upon reasonable advance request any documentation or information which is not privileged or otherwise protected from disclosure and which is reasonably available to Indemnitee and reasonably necessary to such determination. Any costs or Expenses (including reasonable attorneys’ fees and disbursements) incurred by Indemnitee in so cooperating with the person, persons or entity making such determination shall be borne by the Company (irrespective of the determination as to Indemnitee’s entitlement to indemnification) and the Company hereby agrees to indemnify and to hold Indemnitee harmless therefrom.

(b)In the event the determination of entitlement to indemnification is to be made by Independent Counsel pursuant to Section 12(a) hereof, the Independent Counsel shall be selected as provided in this Section 12(b). The Independent Counsel shall be selected by Indemnitee (unless Indemnitee shall request that such selection be made by the Board), and Indemnitee shall give written notice to the Company advising it of the identity of the Independent Counsel so selected and certifying that the Independent Counsel so selected meets the requirements of “Independent Counsel” as defined in Section 2 of this Agreement. If the Independent Counsel is selected by the Board, the Company shall give written notice to Indemnitee advising him or her of the identity of the Independent Counsel so selected and certifying that the Independent Counsel so selected meets the requirements of “Independent Counsel” as defined in Section 2 of this Agreement. In either event, Indemnitee or the Company, as the case may be, may, within ten (10) days after such written notice of selection shall have been received, deliver to the Company or to Indemnitee, as the case may be, a written objection to such selection; provided, however, that such objection may be asserted only on the ground that the Independent Counsel so selected does not meet the requirements of “Independent Counsel” as defined in Section 2 of this Agreement, and the objection shall set forth with particularity the factual basis of such assertion. Absent a proper and timely objection, the person so selected shall act as Independent Counsel. If such written objection is so made and substantiated, the Independent Counsel so selected may not serve as Independent Counsel unless and until such objection is withdrawn or a court of competent jurisdiction has determined that such objection is without merit. If, within twenty (20) days after submission by Indemnitee of a written request for indemnification pursuant to Section 11(b) hereof, no Independent Counsel shall have been selected and not objected to, either the Company or Indemnitee may petition the Delaware Court for resolution of any objection which shall have been made by the Company or Indemnitee to the other’s selection of Independent Counsel and/or for the appointment as Independent Counsel of a person selected by the Delaware Court, and the person with respect to whom all objections are so resolved or the person so

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appointed shall act as Independent Counsel under Section 12(a) hereof. Upon the due commencement of any judicial proceeding or arbitration pursuant to Section 14(a) of this Agreement, Independent Counsel shall be discharged and relieved of any further responsibility in such capacity (subject to the applicable standards of professional conduct then prevailing).

(c)The Company agrees to pay the reasonable fees and expenses of Independent Counsel and to fully indemnify and hold harmless such Independent Counsel against any and all Expenses, claims, liabilities and damages arising out of or relating to this Agreement or its engagement pursuant hereto.

(d)If the Company disputes a portion of the amounts for which indemnification is requested, the undisputed portion shall be paid and only the disputed portion withheld pending resolution of any such dispute.

10.PRESUMPTIONS AND EFFECT OF CERTAIN PROCEEDINGS.

(a)In making a determination with respect to entitlement to indemnification hereunder, the person, persons or entity making such determination shall presume that Indemnitee is entitled to indemnification under this Agreement if Indemnitee has submitted a request for indemnification in accordance with Section 11(b) of this Agreement, and the Company shall have the burden of proof to overcome that presumption in connection with the making by any person, persons or entity of any determination contrary to that presumption. Neither the failure of the Company (including by the Disinterested Directors or Independent Counsel) to have made a determination prior to the commencement of any action pursuant to this Agreement that indemnification is proper in the circumstances because Indemnitee has met the applicable standard of conduct, nor an actual determination by the Company (including by the Disinterested Directors or Independent Counsel) that Indemnitee has not met such applicable standard of conduct, shall be a defense to the action or create a presumption that Indemnitee has not met the applicable standard of conduct.

(b)If the person, persons or entity empowered or selected under Section 12 of this Agreement to determine whether Indemnitee is entitled to indemnification shall not have made a determination within thirty (30) days after receipt by the Company of the request therefor, the requisite determination of entitlement to indemnification shall, to the fullest extent permitted by law, be deemed to have been made and Indemnitee shall be entitled to such indemnification, absent (i) a misstatement by Indemnitee of a material fact, or an omission of a material fact necessary to make Indemnitee’s statement not materially misleading, in connection with the request for indemnification, or (ii) a final judicial determination that any or all such indemnification is expressly prohibited under applicable law; provided, however, that such 30-day period may be extended for a reasonable time, not to exceed an additional fifteen (15) days, if the person, persons or entity making the determination with respect to entitlement to indemnification in good faith requires such additional time for the obtaining or evaluating of documentation and/or information relating thereto.

(c)The termination of any Proceeding or of any claim, issue or matter therein, by judgment, order, settlement or conviction, or upon a plea of nolo contendere or its equivalent, shall not (except as otherwise expressly provided in this Agreement) of itself adversely affect the right of Indemnitee to indemnification or create a presumption that Indemnitee did not act in good faith and in a manner which he or she reasonably believed to be in or not opposed to the best interests of the Company or, with respect

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to any criminal Proceeding, that Indemnitee had reasonable cause to believe that his or her conduct was unlawful.

(d)For purposes of any determination of good faith, Indemnitee shall be deemed to have acted in good faith if Indemnitee’s action is based on the records or books of account of the Enterprise, including financial statements, or on information supplied to Indemnitee by the directors, manager, or officers of the Enterprise in the course of their duties, or on the advice of legal counsel for the Enterprise, its Board, any committee of the Board or any director, trustee, general partner, manager or managing member, or on information or records given or reports made to the Enterprise, its Board, any committee of the Board or any director, trustee, general partner, manager or managing member, by an independent certified public accountant or by an appraiser or other expert selected by the Enterprise, its Board, any committee of the Board or any director, trustee, general partner, manager or managing member. The provisions of this Section 13(d) shall not be deemed to be exclusive or to limit in any way the other circumstances in which Indemnitee may be deemed or found to have met the applicable standard of conduct set forth in this Agreement.

(e)The knowledge and/or actions, or failure to act, of any other director, officer, trustee, partner, manager, managing member, fiduciary, agent or employee of the Enterprise shall not be imputed to Indemnitee for purposes of determining the right to indemnification under this Agreement.

11.REMEDIES OF INDEMNITEE.

(a)In the event that (i) a determination is made pursuant to Section 12 of this Agreement that Indemnitee is not entitled to indemnification under this Agreement, (ii) advancement of Expenses, to the fullest extent permitted by applicable law, is not timely made pursuant to Section 10 of this Agreement, (iii) no determination of entitlement to indemnification shall have been made pursuant to Section 12(a) of this Agreement within thirty (30) days after receipt by the Company of the request for indemnification, (iv) payment of indemnification is not made pursuant to Sections 5, 6, 7 or the last sentence of Section 12(a) of this Agreement within ten (10) days after receipt by the Company of a written request therefor, (v) a contribution payment is not made in a timely manner pursuant to Section 8 of this Agreement, (vi) payment of indemnification pursuant to Section 3 or 4 of this Agreement is not made within ten (10) days after a determination has been made that Indemnitee is entitled to indemnification, or (vii) payment to Indemnitee pursuant to any hold harmless or exoneration rights under this Agreement or otherwise is not made in accordance with this Agreement within ten (10) days after receipt by the Company of a written request therefor, Indemnitee shall be entitled to an adjudication by the Delaware Court to such indemnification, hold harmless, exoneration, contribution or advancement rights. Alternatively, Indemnitee, at his or her option, may seek an award in arbitration to be conducted by a single arbitrator pursuant to the Commercial Arbitration Rules and Mediation Procedures of the American Arbitration Association. Except as set forth herein, the provisions of Delaware law (without regard to its conflict of laws rules) shall apply to any such arbitration. The Company shall not oppose Indemnitee’s right to seek any such adjudication or award in arbitration.

(b)In the event that a determination shall have been made pursuant to Section 12(a) of this Agreement that Indemnitee is not entitled to indemnification, any judicial proceeding or arbitration commenced pursuant to this Section 14 shall be conducted in all respects as a de novo trial, or arbitration, on the merits and Indemnitee shall not be prejudiced by reason of that adverse determination.

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(c)In any judicial proceeding or arbitration commenced pursuant to this Section 14, Indemnitee shall be presumed to be entitled to be indemnified, held harmless, exonerated to receive advancement of Expenses under this Agreement and the Company shall have the burden of proving Indemnitee is not entitled to be indemnified, held harmless, exonerated and to receive advancement of Expenses, as the case may be, and the Company may not refer to or introduce into evidence any determination pursuant to Section 12(a) of this Agreement adverse to Indemnitee for any purpose. If Indemnitee commences a judicial proceeding or arbitration pursuant to this Section 14, Indemnitee shall not be required to reimburse the Company for any advances pursuant to Section 10 until a final determination is made with respect to Indemnitee’s entitlement to indemnification (as to which all rights of appeal have been exhausted or lapsed).

(d)If a determination shall have been made pursuant to Section 12(a) of this Agreement that Indemnitee is entitled to indemnification, the Company shall be bound by such determination in any judicial proceeding or arbitration commenced pursuant to this Section 14, absent (i) a misstatement by Indemnitee of a material fact, or an omission of a material fact necessary to make Indemnitee’s statement not materially misleading, in connection with the request for indemnification, or (ii) a prohibition of such indemnification under applicable law.

(e)The Company shall be precluded from asserting in any judicial proceeding or arbitration commenced pursuant to this Section 14 that the procedures and presumptions of this Agreement are not valid, binding and enforceable and shall stipulate in any such court or before any such arbitrator that the Company is bound by all the provisions of this Agreement.

(f)The Company shall indemnify and hold harmless Indemnitee to the fullest extent permitted by law against all Expenses and, if requested by Indemnitee, shall (within ten (10) days after the Company’s receipt of such written request) pay to Indemnitee, to the fullest extent permitted by applicable law, such Expenses which are incurred by Indemnitee in connection with any judicial proceeding or arbitration brought by Indemnitee: (i) to enforce his or her rights under, or to recover damages for breach of, this Agreement or any other indemnification, hold harmless, exoneration, advancement or contribution agreement or provision of the Charter, or the Bylaws now or hereafter in effect; or (ii) for recovery or advances under any insurance policy maintained by any person for the benefit of Indemnitee, regardless of the outcome and whether Indemnitee ultimately is determined to be entitled to such indemnification, hold harmless or exoneration right, advancement, contribution or insurance recovery, as the case may be (unless such judicial proceeding or arbitration was not brought by Indemnitee in good faith).

(g)Interest shall be paid by the Company to Indemnitee at the legal rate under Delaware law for amounts which the Company indemnifies, holds harmless or exonerates, or advances, or is obliged to indemnify, hold harmless or exonerate or advance for the period commencing with the date on which Indemnitee requests indemnification, to be held harmless, exonerated, contribution, reimbursement or advancement of any Expenses and ending with the date on which such payment is made to Indemnitee by the Company.

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(h)If Indemnitee is entitled under any provision of this Agreement to indemnification by the Company for some or a portion of Expenses, but not, however, for the total amount thereof, the Company shall nevertheless indemnify Indemnitee for the portion thereof to which Indemnitee is entitled.

12.SECURITY. Notwithstanding anything herein to the contrary, but subject to Section 27, to the extent requested by Indemnitee and approved by the Board, the Company may at any time and from time to time provide security to Indemnitee for the Company’s obligations hereunder through an irrevocable bank line of credit, funded trust or other collateral. Any such security, once provided to Indemnitee, may not be revoked or released without the prior written consent of Indemnitee.

13.NON-EXCLUSIVITY; SURVIVAL OF RIGHTS; INSURANCE; SUBROGATION; PRIORITY OF OBLIGATIONS.

(a)The rights of Indemnitee as provided by this Agreement shall not be deemed exclusive of any other rights to which Indemnitee may at any time be entitled under applicable law, the Charter, the Bylaws, any agreement, a vote of stockholders or a resolution of directors, or otherwise. No amendment, alteration or repeal of this Agreement or of any provision hereof shall limit or restrict any right of Indemnitee under this Agreement in respect of any Proceeding (regardless of when such Proceeding is first threatened, commenced or completed) or claim, issue or matter therein arising out of, or related to, any action taken or omitted by such Indemnitee in his or her Corporate Status prior to such amendment, alteration or repeal. To the extent that a change in applicable law, whether by statute or judicial decision, permits greater indemnification, hold harmless or exoneration rights or advancement of Expenses than would be afforded currently under the Charter, the Bylaws or this Agreement, then this Agreement (without any further action by the parties hereto) shall automatically be deemed to be amended to require that the Company indemnifies the Indemnitee to the fullest extent permitted by law. No right or remedy herein conferred is intended to be exclusive of any other right or remedy, and every other right and remedy shall be cumulative and in addition to every other right and remedy given hereunder or now or hereafter existing at law or in equity or otherwise. The assertion or employment of any right or remedy hereunder, or otherwise, shall not prevent the concurrent assertion or employment of any other right or remedy.

(b)The DGCL, the Charter and the Bylaws permit the Company to purchase and maintain insurance or furnish similar protection or make other arrangements including, but not limited to, providing a trust fund, letter of credit, or surety bond (“Indemnification Arrangements”) on behalf of Indemnitee against any liability asserted against him or her or incurred by or on behalf of him or her or in such capacity as a director, officer, employee or agent of the Company, or arising out of his or her status as such, whether or not the Company would have the power to indemnify him or her against such liability under the provisions of this Agreement or under the DGCL, as it may then be in effect. The purchase, establishment, and maintenance of any such Indemnification Arrangement shall not in any way limit or affect the rights and obligations of the Company or of Indemnitee under this Agreement except as expressly provided herein, and the execution and delivery of this Agreement by the Company and Indemnitee shall not in any way limit or affect the rights and obligations of the Company or the other party or parties thereto under any such Indemnification Arrangement.

(c)To the extent that the Company maintains an insurance policy or policies providing liability insurance for directors, officers, trustees, partners, managers, managing members, fiduciaries,

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employees, or agents of the Company or of any other Enterprise which such person serves at the request of the Company, Indemnitee shall be covered by such policy or policies in accordance with its or their terms to the maximum extent of the coverage available for any such director, officer, trustee, partner, managers, managing member, fiduciary, employee or agent under such policy or policies. If, at the time the Company receives notice from any source of a Proceeding as to which Indemnitee is a party or a participant (as a witness, deponent or otherwise), the Company has director and officer liability insurance in effect, the Company shall give prompt notice of such Proceeding to the insurers in accordance with the procedures set forth in the respective policies. The Company shall thereafter use commercially reasonable efforts to cause such insurers to pay, on behalf of Indemnitee, all amounts payable as a result of such Proceeding in accordance with the terms of such policies.

(d)In the event of any payment under this Agreement, the Company, to the fullest extent permitted by law, shall be subrogated to the extent of such payment to all of the rights of recovery of Indemnitee, who shall execute all papers required and take all action necessary to secure such rights, including execution of such documents as are necessary to enable the Company to bring suit to enforce such rights. No such payment by the Company shall be deemed to relieve any insurer of its obligations.

(e)The Company’s obligation to indemnify, hold harmless, exonerate or advance Expenses hereunder to Indemnitee who is or was serving at the request of the Company as a director, officer, trustee, partner, manager, managing member, fiduciary, employee or agent of any other Enterprise shall be reduced by any amount Indemnitee has actually received as indemnification, hold harmless or exoneration payments or advancement of expenses from such Enterprise. Notwithstanding any other provision of this Agreement to the contrary, but subject to Section 27, (i) Indemnitee shall have no obligation to reduce, offset, allocate, pursue or apportion any indemnification, hold harmless, exoneration, advancement, contribution or insurance coverage among multiple parties possessing such duties to Indemnitee prior to the Company’s satisfaction and performance of all its obligations under this Agreement, and (ii) the Company shall perform fully its obligations under this Agreement without regard to whether Indemnitee holds, may pursue or has pursued any indemnification, advancement, hold harmless, exoneration, contribution or insurance coverage rights against any person or entity other than the Company.

(f)Notwithstanding anything contained herein, the Company is the primary indemnitor, and any indemnification or advancement obligation of the Sponsor or its affiliates or members or any other Person is secondary.

14.DURATION OF AGREEMENT. All agreements and obligations of the Company contained herein shall continue during the period Indemnitee serves as a director or officer of the Company or as a director, officer, trustee, partner, manager, managing member, fiduciary, employee or agent of any other corporation, partnership, joint venture, trust, employee benefit plan or other Enterprise which Indemnitee serves at the request of the Company and shall continue thereafter so long as Indemnitee shall be subject to any possible Proceeding (including any rights of appeal thereto and any Proceeding commenced by Indemnitee pursuant to Section 14 of this Agreement) by reason of his or her Corporate Status, whether or not he or she is acting in any such capacity at the time any liability or expense is incurred for which indemnification or advancement can be provided under this Agreement.

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15.SEVERABILITY. If any provision or provisions of this Agreement shall be held to be invalid, illegal or unenforceable for any reason whatsoever:

(a) the validity, legality and enforceability of the remaining provisions of this Agreement (including, without limitation, each portion of any Section, paragraph or sentence of this Agreement containing any such provision held to be invalid, illegal or unenforceable, that is not itself invalid, illegal or unenforceable) shall not in any way be affected or impaired thereby and shall remain enforceable to the fullest extent permitted by law; (b) such provision or provisions shall be deemed reformed to the extent necessary to conform to applicable law and to give the maximum effect to the intent of the parties hereto; and (c) to the fullest extent possible, the provisions of this Agreement (including, without limitation, each portion of any Section, paragraph or sentence of this Agreement containing any such provision held to be invalid, illegal or unenforceable, that is not itself invalid, illegal or unenforceable) shall be construed so as to give effect to the intent manifested thereby.

16.ENFORCEMENT AND BINDING EFFECT.

(a)The Company expressly confirms and agrees that it has entered into this Agreement and assumed the obligations imposed on it hereby in order to induce Indemnitee to serve as a director, officer or key employee of the Company, and the Company acknowledges that Indemnitee is relying upon this Agreement in serving as a director, officer or key employee of the Company.

(b)Without limiting any of the rights of Indemnitee under the Charter or Bylaws of the Company as they may be amended from time to time, this Agreement constitutes the entire agreement between the parties hereto with respect to the subject matter hereof and supersedes all prior agreements and understandings, oral, written and implied, between the parties hereto with respect to the subject matter hereof.

(c)The indemnification, hold harmless, exoneration and advancement of expenses rights provided by or granted pursuant to this Agreement shall be binding upon and be enforceable by the parties hereto and their respective successors and assigns (including any direct or indirect successor by purchase, merger, consolidation or otherwise to all or substantially all of the business and/or assets of the Company), shall continue as to an Indemnitee who has ceased to be a director, officer, employee or agent of the Company or a director, officer, trustee, general partner, manager, managing member, fiduciary, employee or agent of any other Enterprise at the Company’s request, and shall inure to the benefit of Indemnitee and his or her spouse, assigns, heirs, devisees, executors and administrators and other legal representatives.

(d)The Company shall require and cause any successor (whether direct or indirect by purchase, merger, consolidation or otherwise) to all, substantially all or a substantial part, of the business and/or assets of the Company, by written agreement in form and substance satisfactory to Indemnitee, expressly to assume and agree to perform this Agreement in the same manner and to the same extent that the Company would be required to perform if no such succession had taken place.

(e)The Company and Indemnitee agree herein that a monetary remedy for breach of this Agreement, at some later date, may be inadequate, impracticable and difficult of proof, and further agree that such breach may cause Indemnitee irreparable harm. Accordingly, the parties hereto agree that

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Indemnitee may, to the fullest extent permitted by law, enforce this Agreement by seeking, among other things, injunctive relief and/or specific performance hereof, without any necessity of showing actual damage or irreparable harm and that by seeking injunctive relief and/or specific performance, Indemnitee shall not be precluded from seeking or obtaining any other relief to which he or she may be entitled. The Company and Indemnitee further agree that Indemnitee shall, to the fullest extent permitted by law, be entitled to such specific performance and injunctive relief, including temporary restraining orders, preliminary injunctions and permanent injunctions, without the necessity of posting bonds or other undertaking in connection therewith. The Company acknowledges that in the absence of a waiver, a bond or undertaking may be required of Indemnitee by a court of competent jurisdiction, and the Company hereby waives any such requirement of such a bond or undertaking to the fullest extent permitted by law.

4.MODIFICATION AND WAIVER. No supplement, modification or amendment of this Agreement shall be binding unless executed in writing by the parties hereto. No waiver of any of the provisions of this Agreement shall be deemed or shall constitute a waiver of any other provisions of this Agreement nor shall any waiver constitute a continuing waiver.

5.NOTICES. All notices, requests, demands and other communications under this Agreement shall be in writing and shall be deemed to have been duly given (i) if delivered by hand and receipted for by the party to whom said notice or other communication shall have been directed, or (ii) if mailed by certified or registered mail with postage prepaid, on the third (3rd) business day after the date on which it is so mailed:

(a)If to Indemnitee, at the address indicated on the signature page of this Agreement, or such other address as Indemnitee shall provide in writing to the Company.

(b)If to the Company, to:

Benson Hill, Inc.

1001 North Warson Rd., Ste 300

St. Louis, MO 63132

Attention: Yevgeny Fundler

With a copy, which shall not constitute notice, to:

Brown Rudnick LLP

One Financial Center

Boston, MA 02111

Attn: James E. Bedar

or to any other address as may have been furnished to Indemnitee in writing by the Company.

6.APPLICABLE LAW AND CONSENT TO JURISDICTION. This Agreement and the legal relations among the parties shall be governed by, and construed and enforced in accordance with, the laws of the State of Delaware, without regard to its conflict of laws rules. Except with respect to any arbitration commenced by Indemnitee pursuant to Section 14(a) of this Agreement, to the fullest extent permitted by law, the Company and Indemnitee hereby irrevocably and unconditionally: (a) agree that

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any action or proceeding arising out of or in connection with this Agreement shall be brought only in the Delaware Court and not in any other state or federal court in the United States of America or any court in any other country; (b) consent to submit to the exclusive jurisdiction of the Delaware Court for purposes of any action or proceeding arising out of or in connection with this Agreement; (c) waive any objection to the laying of venue of any such action or proceeding in the Delaware Court; and (d) waive, and agree not to plead or to make, any claim that any such action or proceeding brought in the Delaware Court has been brought in an improper or inconvenient forum, or is subject (in whole or in part) to a jury trial. To the fullest extent permitted by law, the parties hereby agree that the mailing of process and other papers in connection with any such action or proceeding in the manner provided by Section  21 or in such other manner as may be permitted by law, shall be valid and sufficient service thereof.

7.IDENTICAL COUNTERPARTS. This Agreement may be executed in one or more counterparts, each of which shall for all purposes be deemed to be an original but all of which together shall constitute one and the same Agreement. Only one such counterpart signed by the party against whom enforceability is sought needs to be produced to evidence the existence of this Agreement.

8.MISCELLANEOUS. The headings of the paragraphs of this Agreement are inserted for convenience only and shall not be deemed to constitute part of this Agreement or to affect the construction thereof.

9.PERIOD OF LIMITATIONS. No legal action shall be brought and no cause of action shall be asserted by or in the right of the Company against Indemnitee, Indemnitee’s spouse, heirs, executors or personal or legal representatives after the expiration of two years from the date of accrual of such cause of action, and any claim or cause of action of the Company shall be extinguished and deemed released unless asserted by the timely filing of a legal action within such two-year period; provided, however, that if any shorter period of limitations is otherwise applicable to any such cause of action such shorter period shall govern.

10.ADDITIONAL ACTS. If for the validation of any of the provisions in this Agreement any act, resolution, approval or other procedure is required to the fullest extent permitted by law, the Company undertakes to cause such act, resolution, approval or other procedure to be affected or adopted in a manner that will enable the Company to fulfill its obligations under this Agreement.

11.MAINTENANCE OF INSURANCE. The Company shall use commercially reasonable efforts to obtain and maintain in effect during the entire period for which the Company is obligated to indemnify the Indemnitee under this Agreement, one or more policies of insurance with reputable insurance companies to provide the officers/directors of the Company with coverage for losses from wrongful acts and omissions and to ensure the Company’s performance of its indemnification obligations under this Agreement. The Indemnitee shall be covered by such policy or policies in accordance with its or their terms to the maximum extent of the coverage available for any such director or officer under such policy or policies. In all such insurance policies, the Indemnitee shall be named as an insured in such a manner as to provide the Indemnitee with the same rights and benefits as are accorded to the most favorably insured of the Company’s directors and officers.

[Signature Page Follows]

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IN WITNESS WHEREOF, the parties hereto have caused this Indemnity Agreement to be signed as of the day and year first above written.

BENSON HILL, INC.

By: _______________________________

Name: Adrienne Elsner

Title: Chief Executive Officer

INDEMNITEE

By: _______________________________

Name:

Address:

[Signature page to Indemnity Agreement]

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EX-10.6

Exhibit 10.6

BENSON HILL, INC. RESTRICTED STOCK UNIT AGREEMENT

SPECIAL EQUITY AWARD

This Restricted Stock Unit Agreement (this “Agreement”) is made and entered into effective March 29, 2024 (the “Grant Date”) by and between BENSON HILL, INC. (the “Company”) and the individual signatory to this Agreement (“you”). The Company adopted the Benson Hill, Inc. 2021 Omnibus Incentive Plan (the “Plan”) pursuant to which awards of Restricted Stock Units may be granted.

The Company hereby awards you the number of Restricted Stock Units (“2024 RSUs”) as reflected in your E-Trade account. Your 2024 RSUs are subject to the following terms and conditions, as well as the terms and conditions of the Plan. Capitalized terms used but not defined below have the meaning ascribed to them in the Plan. Your acceptance indicates that you have read this Agreement (including any appendices hereto) and agree to be bound by the terms and conditions of the Plan and this Agreement.

1.Vesting and Settlement. Your “Vesting Start Date” for the 2024 RSUs is the Grant Date. Subject to your continued service through the applicable vesting date, 33% of your 2024 RSUs will vest each annual anniversary of the Vesting Start Date, becoming 100% vested on the 3rd annual anniversary of the Vesting Start Date.

If (i) your service is terminated as a result of a termination under the “Conditions of Severance Benefits” (as that term is defined in the Company’s Severance Pay Plan as of the Grant Date), (ii) such Qualifying Termination occurs within 12 months following a Change in Control, and (iii) subject to you executing a “Release” (as that term is defined in the Company’s Executive Severance Plan as of the Grant Date) then any unvested portion of your 2024 RSUs will vest on your “Release Effective Date” (as that term is defined in the Company’s Executive Severance Plan as of the Grant Date).

If your service terminates for any other reason before your 2024 RSUs vest, you will automatically forfeit all interests and rights related to your unvested 2024 RSUs upon such termination of your service. You will have no right or interest in any forfeited 2024 RSUs and neither the Company nor any Affiliate will have any further obligations under this Agreement.

Subject to Section 6 (Taxes) of this Agreement, any portion of your 2024 RSUs that has achieved the vesting requirements will be settled within 60 days following the applicable vesting date. Upon settlement of your 2024 RSUs, the Company shall (a) issue and deliver to you the number of shares of Common Stock equal to the number of 2024 RSUs that vest on the vesting date (subject to any reduction of delivered shares via a net settlement agreement with the Company, in the Company’s discretion, for withholding tax purposes), and (b) enter your name on the books of the Company as the shareholder of record with respect to the shares of Common Stock delivered to you.

2.Restrictions. Subject to any exceptions set forth in this Agreement or the Plan, until your 2024 RSUs are settled in accordance with Section 1 (Vesting and Settlement) of this Agreement, you may not sell, transfer or encumber your 2024 RSUs (or any rights relating to your 2024 RSU) in any way. Any attempt to sell, transfer or encumber your 2024 RSUs (or any rights relating to your 2024 RSU) is wholly

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ineffective and, if you make any such attempt, you will automatically forfeit your 2024 RSUs and all of your rights to the 2024 RSUs will immediately terminate without any payment or consideration by the Company or any Affiliate.

3.Rights as Shareholder; Dividend Equivalents. You do not have any rights as a shareholder with respect to the shares of Common Stock underlying your 2024 RSUs unless and until your 2024 RSUs vest and are settled by the issuance of shares of Common Stock. Upon and following the settlement of your 2024 RSUs, you will be the record owner of the shares of Common Stock issued in settlement of your 2024 RSUs and you will be entitled to all rights of a shareholder of the Company (including voting rights) unless and until you sell or otherwise dispose of such shares.

If, prior to an unvested 2024 RSU’s settlement date, the Company declares a dividend on the shares of Common Stock, the Company will credit an account with an amount equal to the dividends that would have been paid to you had you been issued one share of Common Stock on the Grant Date for each unvested 2024 RSU (“Dividend Equivalents”). Dividend Equivalents shall be subject to the same vesting and forfeiture restrictions as the unvested 2024 RSUs to which they are attributable and shall be paid on the same date that the unvested 2024 RSUs to which they are attributable are settled in accordance with Section 1. To the extent vested, Dividend Equivalents credited to your account shall be distributed in cash or, at the discretion of the Committee, in shares of Common Stock having a Fair Market Value equal to the amount of the Dividend Equivalents, if any.

4.No Right to Continued Employment or Service. Neither the Plan nor this Agreement confers upon you any right to be retained in any position with the Company or any Affiliate. Further, nothing in the Plan or this Agreement shall be construed to limit the discretion of the Company or any Affiliate to terminate your employment or service at any time, with or without cause.

5.Adjustments. If any change is made to the outstanding Common Stock or the capital structure of the Company, if required, your 2024 RSUs shall be adjusted or terminated in any manner as contemplated by Section 5 of the Plan.

6.Taxes. You are required to pay to the Company, and the Company has the right to deduct from any compensation paid to you pursuant to the Plan, the amount of any required withholding taxes in respect of your 2024 RSUs and to take all other action as the Committee deems necessary to satisfy all obligations for the payment of withholding taxes. The Committee may permit you to satisfy any federal, state or local tax withholding obligation by any of the means provided in Section 16 of the Plan, including but not limited to the Company withholding from delivery of shares of Common Stock.

Notwithstanding any action the Company takes with respect to any or all income tax, social insurance, payroll tax, or other tax-related withholding, the ultimate liability for all such taxes is and remains your responsibility and the Company (a) makes no representation or undertakings regarding the treatment of any such taxes in connection with the grant, vesting or settlement of your 2024 RSUs or the subsequent sale of any shares; and (b) does not commit to structure your 2024 RSUs to reduce or eliminate your tax liability.

This Agreement is intended to comply with Code Section 409A or an exemption thereunder and shall be construed and interpreted in a manner that is consistent with the requirements for avoiding

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additional taxes or penalties under Code Section 409A. Notwithstanding the foregoing, neither the Company nor any Affiliate makes any representations that the payments and benefits provided under this Agreement comply with Code Section 409A and in no event shall the Company nor any Affiliate be liable for all or any portion of any taxes, penalties, interest or other expenses that may be incurred by you on account of non-compliance with Code Section 409A.

7.Compliance with Law. The issuance and transfer of shares of Common Stock shall be subject to compliance by the Company and you with all applicable requirements of federal and state securities laws and with all applicable requirements of any stock exchange on which the Company’s shares of Common Stock may be listed. No shares of Common Stock shall be issued or transferred prior to the effective date of the Company’s Form S-8 Registration Statement and unless and until any then applicable requirements of state and federal laws and regulatory agencies have been fully complied with to the satisfaction of the Company and its counsel.

8.Notices. Any notice required to be delivered to the Company under this Agreement shall be in writing and addressed to the Company’s Chief People Officer at the Company’s principal corporate offices. Any notice required to be delivered to you shall be in writing and addressed to your address as shown in the records of the Company. Either party may designate another address in writing (or by such other method approved by the Company) from time to time.

9.Governing Law. This Agreement will be construed and interpreted in accordance with the laws of the State of Delaware without regard to conflict of law principles.

10.Interpretation. This Agreement is subject to the Plan as approved by the Company’s shareholders. The terms and provisions of the Plan as it may be amended from time to time are hereby incorporated by reference. In the event of a conflict between any term or provision contained in this Agreement and a term or provision of the Plan, the applicable terms and provisions of the Plan will govern and prevail. Either party must submit any dispute regarding the interpretation of this Agreement to the Committee for review. The Committee’s resolution of any dispute is final and binding on both parties.

11.Successors and Assigns. The Company may assign any of its rights under this Agreement. This Agreement will be binding upon and inure to the benefit of the Company’s successors and assigns. Subject to the restrictions on transfer, this Agreement will be binding upon you and your beneficiaries, executors, administrators and the person(s) to whom your 2024 RSUs may be transferred by will or the laws of descent or distribution.

12.Severability. The invalidity or unenforceability of any provision of the Plan or this Agreement shall not affect the validity or enforceability of any other provision of the Plan or this Agreement, and each provision of the Plan and this Agreement shall be severable and enforceable to the extent permitted by law.

13.Discretionary Nature of Plan. The Plan is discretionary and may be amended, cancelled or terminated by the Company at any time, in its discretion. The grant of your 2024 RSUs in this Agreement does not create any contractual right or other right to receive any 2024 RSUs or other awards in the future. Future awards, if any, will be at the sole discretion of the Company. Any amendment,

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modification, or termination of the Plan shall not constitute a change or impairment of the terms and conditions of your employment or service with the Company or any Affiliate.

14.Amendment. The Committee has the right to amend, alter, suspend, discontinue or cancel your 2024 RSUs, prospectively or retroactively; provided, that, no such action shall adversely affect your material rights under this Agreement without regard to this Section 14 without your consent.

15.No Impact on Other Benefits. The value of your 2024 RSUs is not part of your normal or expected compensation for purposes of calculating any severance, retirement, welfare, insurance or similar employee benefit.

16.Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original but all of which together will constitute one and the same instrument. Counterpart signature pages to this Agreement transmitted by electronic means will have the same effect as physical delivery of the paper document bearing an original signature.

17.Acceptance. You hereby acknowledge receipt of a copy of the Plan and this Agreement. You have read and understand the terms and provisions the Plan and this Agreement, and accept your 2024 RSUs subject to all of the terms and conditions of the Plan and this Agreement.

********

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EX-10.7

Exhibit 10.7

BENSON HILL, INC. RESTRICTED STOCK UNIT AGREEMENT

SPECIAL EQUITY AWARD

This Restricted Stock Unit Agreement (this “Agreement”) is made and entered into effective April 25, 2024 (the “Grant Date”) by and between BENSON HILL, INC. (the “Company”) and the individual signatory to this Agreement (“you”). The Company adopted the Benson Hill, Inc. 2021 Omnibus Incentive Plan (the “Plan”) pursuant to which awards of Restricted Stock Units may be granted.

The Company hereby awards you the number of Restricted Stock Units (“2024 RSUs”) as reflected in your E-Trade account. Your 2024 RSUs are subject to the following terms and conditions, as well as the terms and conditions of the Plan. Capitalized terms used but not defined below have the meaning ascribed to them in the Plan. Your acceptance indicates that you have read this Agreement (including any appendices hereto) and agree to be bound by the terms and conditions of the Plan and this Agreement.

1.Vesting and Settlement. Consistent with Section 3.3(a) of your Employment Agreement, your “Vesting Start Date” for the 2024 RSUs is the Grant Date. Subject to your continued service through the applicable vesting date, 33% of your 2024 RSUs will vest on March 29, 2025; 33% on March 29, 2026; with the award becoming 100% vested on March 29, 2027.

If (i) your service is terminated under Section 4.2 of your Employment Agreement as a result of the Company terminating you without “Cause” (as that term is defined in Section 4.1 of your Employment Agreement) or by you resigning for “Good Reason” (as that term is defined in Section 4.1 of your Employment Agreement), (ii) such resignation or termination occurs within 12 months following a Change in Control, or if the circumstances that ultimately give rise to such resignation or termination occur within the three months prior to a Change in Control, and (iii) subject to you executing a “Release” (as that term is defined in Section 4.2 of your Employment Agreement), then any unvested portion of your 2024 RSUs will vest on your “Release Effective Date” (as that term is defined in Section 4.2 of your Employment Agreement).

If your service terminates for any other reason before your 2024 RSUs vest, you will automatically forfeit all interests and rights related to your unvested 2024 RSUs upon such termination of your service. You will have no right or interest in any forfeited 2024 RSUs and neither the Company nor any Affiliate will have any further obligations under this Agreement.

Subject to Section 6 (Taxes) of this Agreement, any portion of your 2024 RSUs that has achieved the vesting requirements will be settled within 60 days following the applicable vesting date. Upon settlement of your 2024 RSUs, the Company shall (a) issue and deliver to you the number of shares of Common Stock equal to the number of 2024 RSUs that vest on the vesting date (subject to any reduction of delivered shares via a net settlement agreement with the Company, in the Company’s discretion, for withholding tax purposes), and (b) enter your name on the books of the Company as the shareholder of record with respect to the shares of Common Stock delivered to you.

2.Restrictions. Subject to any exceptions set forth in this Agreement or the Plan, until your 2024 RSUs are settled in accordance with Section 1 (Vesting and Settlement) of this Agreement, you may not sell, transfer or encumber your 2024 RSUs (or any rights relating to your 2024 RSU) in any way. Any attempt to sell, transfer or encumber your 2024 RSUs (or any rights relating to your 2024 RSU) is wholly ineffective and, if you make any such attempt, you will automatically forfeit your 2024 RSUs and all of your rights to the 2024 RSUs will immediately terminate without any payment or consideration by the Company or any Affiliate.

3.Rights as Shareholder; Dividend Equivalents. You do not have any rights as a shareholder with respect to the shares of Common Stock underlying your 2024 RSUs unless and until your 2024 RSUs vest and are settled by the issuance of shares of Common Stock. Upon and following the settlement of your 2024 RSUs, you will be the record owner of the shares of Common Stock issued in settlement of your 2024 RSUs and you will be entitled to all rights of a shareholder of the Company (including voting rights) unless and until you sell or otherwise dispose of such shares.

If, prior to an unvested 2024 RSU’s settlement date, the Company declares a dividend on the shares of Common Stock, the Company will credit an account with an amount equal to the dividends that would have been paid to you had you been issued one share of Common Stock on the Grant Date for each unvested 2024 RSU (“Dividend Equivalents”). Dividend Equivalents shall be subject to the same vesting and forfeiture restrictions as the unvested 2024 RSUs to which they are attributable and shall be paid on the same date that the unvested 2024 RSUs to which they are attributable are settled in accordance with Section 1. To the extent vested, Dividend Equivalents credited to your account shall be distributed in cash or, at the discretion of the Committee, in shares of Common Stock having a Fair Market Value equal to the amount of the Dividend Equivalents, if any.

4.No Right to Continued Employment or Service. Neither the Plan nor this Agreement confers upon you any right to be retained in any position with the Company or any Affiliate. Further, nothing in the Plan or this Agreement shall be construed to limit the discretion of the Company or any Affiliate to terminate your employment or service at any time, with or without cause.

5.Adjustments. If any change is made to the outstanding Common Stock or the capital structure of the Company, if required, your 2024 RSUs shall be adjusted or terminated in any manner as contemplated by Section 5 of the Plan.

6.Taxes. You are required to pay to the Company, and the Company has the right to deduct from any compensation paid to you pursuant to the Plan, the amount of any required withholding taxes in respect of your 2024 RSUs and to take all other action as the Committee deems necessary to satisfy all obligations for the payment of withholding taxes. The Committee may permit you to satisfy any federal, state or local tax withholding obligation by any of the means provided in Section 16 of the Plan, including but not limited to the Company withholding from delivery of shares of Common Stock.

Notwithstanding any action the Company takes with respect to any or all income tax, social insurance, payroll tax, or other tax-related withholding, the ultimate liability for all such taxes is and remains your responsibility and the Company (a) makes no representation or undertakings regarding the treatment of any such taxes in connection with the grant, vesting or settlement of your 2024 RSUs or the

2

subsequent sale of any shares; and (b) does not commit to structure your 2024 RSUs to reduce or eliminate your tax liability.

This Agreement is intended to comply with Code Section 409A or an exemption thereunder and shall be construed and interpreted in a manner that is consistent with the requirements for avoiding additional taxes or penalties under Code Section 409A. Notwithstanding the foregoing, neither the Company nor any Affiliate makes any representations that the payments and benefits provided under this Agreement comply with Code Section 409A and in no event shall the Company nor any Affiliate be liable for all or any portion of any taxes, penalties, interest or other expenses that may be incurred by you on account of non-compliance with Code Section 409A.

7.Compliance with Law. The issuance and transfer of shares of Common Stock shall be subject to compliance by the Company and you with all applicable requirements of federal and state securities laws and with all applicable requirements of any stock exchange on which the Company’s shares of Common Stock may be listed. No shares of Common Stock shall be issued or transferred prior to the effective date of the Company’s Form S-8 Registration Statement and unless and until any then applicable requirements of state and federal laws and regulatory agencies have been fully complied with to the satisfaction of the Company and its counsel.

8.Notices. Any notice required to be delivered to the Company under this Agreement shall be in writing and addressed to the Company’s Chief People Officer at the Company’s principal corporate offices. Any notice required to be delivered to you shall be in writing and addressed to your address as shown in the records of the Company. Either party may designate another address in writing (or by such other method approved by the Company) from time to time.

9.Governing Law. This Agreement will be construed and interpreted in accordance with the laws of the State of Delaware without regard to conflict of law principles.

10.Interpretation. This Agreement is subject to the Plan as approved by the Company’s shareholders. The terms and provisions of the Plan as it may be amended from time to time are hereby incorporated by reference. In the event of a conflict between any term or provision contained in this Agreement and a term or provision of the Plan, the applicable terms and provisions of the Plan will govern and prevail. Either party must submit any dispute regarding the interpretation of this Agreement to the Committee for review. The Committee’s resolution of any dispute is final and binding on both parties.

11.Successors and Assigns. The Company may assign any of its rights under this Agreement. This Agreement will be binding upon and inure to the benefit of the Company’s successors and assigns. Subject to the restrictions on transfer, this Agreement will be binding upon you and your beneficiaries, executors, administrators and the person(s) to whom your 2024 RSUs may be transferred by will or the laws of descent or distribution.

12.Severability. The invalidity or unenforceability of any provision of the Plan or this Agreement shall not affect the validity or enforceability of any other provision of the Plan or this Agreement, and each provision of the Plan and this Agreement shall be severable and enforceable to the extent permitted by law.

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13.Discretionary Nature of Plan. The Plan is discretionary and may be amended, cancelled or terminated by the Company at any time, in its discretion. The grant of your 2024 RSUs in this Agreement does not create any contractual right or other right to receive any 2024 RSUs or other awards in the future. Future awards, if any, will be at the sole discretion of the Company. Any amendment, modification, or termination of the Plan shall not constitute a change or impairment of the terms and conditions of your employment or service with the Company or any Affiliate.

14.Amendment. The Committee has the right to amend, alter, suspend, discontinue or cancel your 2024 RSUs, prospectively or retroactively; provided, that, no such action shall adversely affect your material rights under this Agreement without regard to this Section 14 without your consent.

15.No Impact on Other Benefits. The value of your 2024 RSUs is not part of your normal or expected compensation for purposes of calculating any severance, retirement, welfare, insurance or similar employee benefit.

16.Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original but all of which together will constitute one and the same instrument. Counterpart signature pages to this Agreement transmitted by electronic means will have the same effect as physical delivery of the paper document bearing an original signature.

17.Acceptance. You hereby acknowledge receipt of a copy of the Plan and this Agreement. You have read and understand the terms and provisions the Plan and this Agreement, and accept your 2024 RSUs subject to all of the terms and conditions of the Plan and this Agreement.

********

4

EX-31.1

Exhibit 31.1

Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

I, Adrienne Elsner, Chief Executive Officer of Benson Hill, Inc. certify that:

1.I have reviewed this quarterly report on Form 10-Q of Benson Hill, Inc.;

2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a.Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b.Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c.Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d.Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a.All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b.Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: May 9, 2024    /s/ Adrienne Elsner

Adrienne Elsner

Chief Executive Officer

(Principal Executive Officer)

EX-31.2

Exhibit 31.2

Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

I, Susan Keefe, Chief Financial Officer of Benson Hill, Inc., certify that:

1.I have reviewed this quarterly report on Form 10-Q of Benson Hill, Inc.;

2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a.Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b.Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c.Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d.Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a.All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b.Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: May 9, 2024    /s/ Susan Keefe

Susan Keefe

Chief Financial Officer

(Principal Financial Officer)

EX-32.1

Exhibit 32.1

Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

(Subsections (a) and (b) of Section 1350, Chapter 63 of Title 18, United States Code)

Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (subsections (a) and (b) of Section 1350, Chapter 63 of Title 18, United States Code), the undersigned officers of Benson Hill, Inc., a Delaware corporation (the “Company”) do hereby certify that, to the best of such officers’ knowledge:

(1)    The Quarterly Report on Form 10-Q for the quarter ended March 31, 2024, (the “Form 10-Q”) of the Company fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2)    The information contained in the Form 10-Q fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: May 9, 2024    /s/ Adrienne Elsner

Adrienne Elsner

Chief Executive Officer

(Principal Executive Officer)

Date: May 9, 2024    /s/ Susan Keefe

Susan Keefe

Chief Financial Officer

(Principal Financial Officer)

A signed original of these written statements required by Section 906 has been provided to Benson Hill, Inc. and will be retained by Benson Hill, Inc. and furnished to the Securities and Exchange Commission or its staff upon request.

XML

Cover - shares	3 Months Ended
	Mar. 31, 2024	May 07, 2024
Cover [Abstract]
Document Type	10-Q
Document Quarterly Report	true
Document Period End Date	Mar. 31, 2024
Document Transition Report	false
Entity File Number	001-39835
Entity Registrant Name	Benson Hill, Inc.
Entity Incorporation, State Code	DE
Entity Tax Identification Number	85-3374823
Entity Address, Address Line One	1001 North Warson Rd, Ste 300
Entity Address, City or Town	St. Louis,
Entity Address, State or Province	MO
Entity Address, Postal Zip Code	63132
City Area Code	(314)
Local Phone Number	222-8218
Title of 12(b) Security	Common Stock, $0.0001 par value
Trading Symbol	BHIL
Security Exchange Name	NYSE
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Accelerated Filer
Entity Small Business	false
Entity Emerging Growth Company	true
Entity Ex Transition Period	false
Entity Shell Company	false
Entity Common Stock, Shares Outstanding		212,007,581
Entity Central Index Key	0001830210
Current Fiscal Year End Date	--12-31
Document Fiscal Year Focus	2024
Document Fiscal Period Focus	Q1
Amendment Flag	false

XML

Condensed Consolidated Balance Sheets (Unaudited) - USD ($) $ in Thousands	Mar. 31, 2024	Dec. 31, 2023
Current assets:
Cash and cash equivalents	$ 6,646	$ 8,934
Marketable securities	23,852	32,852
Accounts receivable, net	5,835	6,810
Inventories, net	14,970	14,860
Prepaid expenses and other current assets	17,580	8,121
Current assets of discontinued operations	16,844	103,177
Total current assets	85,727	174,754
Property and equipment, net	25,056	26,533
Finance lease right-of-use assets, net	57,579	59,245
Operating lease right-of-use assets	2,879	2,934
Intangible assets, net	5,087	5,226
Other assets	8,959	6,072
Total assets	185,287	274,764
Current liabilities:
Accounts payable	7,106	4,397
Finance lease liabilities, current portion	4,210	3,705
Operating lease liabilities, current portion	884	842
Long-term debt, current portion	1,897	55,201
Accrued expenses and other current liabilities	20,373	21,352
Current liabilities of discontinued operations	632	18,802
Total current liabilities	35,102	104,299
Long-term debt, less current portion	4,874	5,250
Finance lease liabilities, less current portion	72,540	73,682
Operating lease liabilities, less current portion	4,081	4,299
Warrant liabilities	1,418	1,186
Conversion option liabilities	0	5
Other non-current liabilities	26	0
Total liabilities	118,041	188,721
Stockholders’ equity:
Common stock, $0.0000001 par value, 440,000 and 440,000 shares authorized, 211,841 and 208,395 shares issued and outstanding at March 31, 2024 and December 31, 2023, respectively	21	21
Additional paid-in capital	612,865	611,477
Accumulated deficit	(545,069)	(523,786)
Accumulated other comprehensive loss	(571)	(1,669)
Total stockholders’ equity	67,246	86,043
Total liabilities and stockholders’ equity	$ 185,287	$ 274,764

XML

Condensed Consolidated Balance Sheets (Unaudited) (Parenthetical) - $ / shares	Mar. 31, 2024	Dec. 31, 2023
Statement of Financial Position [Abstract]
Common stock, par value (in usd per share)	$ 0.0001	$ 0.0001
Common stock, shares authorized (in shares)	440,000,000	440,000,000
Common stock, shares, issued (in shares)	211,841,000	208,395,000
Common stock, shares outstanding (in shares)	211,841,000	208,395,000

XML

Condensed Consolidated Statements of Operations (Unaudited) - USD ($) shares in Thousands, $ in Thousands	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Income Statement [Abstract]
Revenues	$ 21,133	$ 48,667
Cost of sales	15,895	44,024
Gross profit	5,238	4,643
Operating expenses:
Research and development	6,941	12,642
Selling, general and administrative expenses	14,828	13,227
Total operating expenses	21,769	25,869
Loss from operations	(16,531)	(21,226)
Other (income) expense:
Interest expense, net	8,596	6,372
Changes in fair value of warrants and conversion option	227	(21,696)
Other expense, net	960	868
Total other (income) expense, net	9,783	(14,456)
Net loss from continuing operations before income taxes	(26,314)	(6,770)
Income tax expense	0	15
Net loss from continuing operations, net of income taxes	(26,314)	(6,785)
Net income from discontinued operations, net of income taxes (refer to Note 3, Discontinued Operations)	5,031	3,731
Net loss attributable to common stockholders	$ (21,283)	$ (3,054)
Net loss per common share:
Basic net loss per common share from continuing operations (in usd per share)	$ (0.14)	$ (0.04)
Diluted net loss per common share from continuing operations (in usd per share)	(0.14)	(0.04)
Basic net income per common share from discontinued operations (in usd per share)	0.03	0.02
Diluted net income per common share from discontinued operations (in usd per share)	0.03	0.02
Basic total net loss per common share (in usd per share)	(0.11)	(0.02)
Diluted total net loss per common share (in usd per share)	$ (0.11)	$ (0.02)
Weighted average shares outstanding:
Basic weighted average shares outstanding (in shares)	190,997	187,113
Diluted weighted average shares outstanding (in shares)	190,997	187,113

XML

Condensed Consolidated Statements of Comprehensive Loss (Unaudited) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Statement of Comprehensive Income [Abstract]
Net loss attributable to common stockholders	$ (21,283)	$ (3,054)
Other comprehensive income (loss):
Foreign currency translation adjustment	(13)	0
Change in fair value of available-for-sale marketable securities, net of deferred taxes	1,111	856
Total other comprehensive income	1,098	856
Total comprehensive loss	$ (20,185)	$ (2,198)

XML

Condensed Consolidated Statements of Stockholders’ Equity (Unaudited) - USD ($) shares in Thousands, $ in Thousands	Total	Common Stock	Additional Paid-In Capital	Accumulated Deficit	Accumulated Other Comprehensive Loss
Beginning balance (in shares) at Dec. 31, 2022		206,668
Beginning balance at Dec. 31, 2022	$ 193,902	$ 21	$ 609,450	$ (408,474)	$ (7,095)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Stock option exercises, net (in shares)		791
Stock option exercises, net	121		121
Stock-based compensation expense	2,814		2,814
Comprehensive income (loss)	(2,198)			(3,054)	856
Ending balance (in shares) at Mar. 31, 2023		207,459
Ending balance at Mar. 31, 2023	$ 194,639	$ 21	612,385	(411,528)	(6,239)
Beginning balance (in shares) at Dec. 31, 2023	208,395	208,395
Beginning balance at Dec. 31, 2023	$ 86,043	$ 21	611,477	(523,786)	(1,669)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Stock option exercises, net (in shares)		3,446
Stock option exercises, net	95		95
Stock-based compensation expense	1,293		1,293
Comprehensive income (loss)	$ (20,185)			(21,283)	1,098
Ending balance (in shares) at Mar. 31, 2024	211,841	211,841
Ending balance at Mar. 31, 2024	$ 67,246	$ 21	$ 612,865	$ (545,069)	$ (571)

XML

Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Operating activities
Net loss	$ (21,283)	$ (3,054)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization	4,226	5,263
Stock-based compensation expense	1,276	2,814
Bad debt expense	19	(228)
Changes in fair value of warrants and conversion option	227	(21,696)
Accretion and amortization related to financing activities	6,191	2,018
Realized losses on sale of marketable securities	1,155	1,050
Other	(2,834)	650
Changes in operating assets and liabilities:
Accounts receivable	2,594	(1,188)
Inventories	5,501	11,663
Other assets and other liabilities	(4,820)	(1,289)
Accounts payable	(5,061)	(18,471)
Accrued expenses	(2,236)	(15,225)
Net cash used in operating activities	(15,045)	(37,693)
Investing activities
Purchases of marketable securities	(29,541)	(23,277)
Proceeds from maturities of marketable securities	14,263	25,997
Proceeds from sales of marketable securities	24,387	38,927
Purchase of property and equipment	(409)	(2,680)
Proceeds from divestiture of discontinued operations	57,713	0
Other	2	27
Net cash provided by investing activities	66,415	38,994
Financing activities
Repayments of long-term debt	(59,871)	(843)
Payments of debt issuance costs	0	(2,000)
Borrowing under revolving line of credit	1,708	0
Repayments under revolving line of credit	(1,708)	0
Payments of finance lease obligations	(987)	(794)
Proceeds from exercise of stock awards, net of withholding taxes	95	122
Net cash used in financing activities	(60,763)	(3,515)
Effect of exchange rate changes on cash	(13)	0
Net decrease in cash and cash equivalents	(9,406)	(2,214)
Cash, cash equivalents and restricted cash, beginning of period	16,081	43,321
Cash, cash equivalents and restricted cash, end of period	6,675	41,107
Supplemental disclosure of cash flow information
Cash paid for interest	2,772	4,698
Supplemental disclosure of non-cash activities
Purchases of property and equipment included in liabilities	$ 21	$ 326

XML

Description of Business

3 Months Ended

Mar. 31, 2024

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Description of Business

Description of Business

Benson Hill is an ag-tech company on a mission to lead the pace of innovation in soy protein through differentiated and advantaged genetics. Leveraging downstream insights and demand, we utilize our CropOS® technology platform to design and deliver food and feed that’s better from the beginning: more nutritious, and more functional, while enabling efficient production and delivering novel sustainability benefits to food and feed customers. We are headquartered in St. Louis, Missouri, where most of our research and development activities are managed. In February 2024, as part of our acceleration to an asset-light business model, we divested our soy crushing and food-grade white flake and soy flour manufacturing operation in Creston, Iowa, which followed the October 2023 divestiture of our soy crushing facility in Seymour, Indiana. We continue to process dry peas in North Dakota through our Dakota Ingredients facility, and we sell our products throughout North America, in Europe and in several countries globally.

Moving to an asset-light business model enables Benson Hill to focus on our research and development competitive advantage. We participate across the value chain with partnerships that are more efficient to scale acreage, require less operating expense and are more capital efficient. This model will continue to enable us to solve end user challenges with seed innovation. As we analyze the asset-light business model across the value chain, there are three opportunities to monetize Benson Hill’s technology. First, licensing our germplasm to seed companies. Second, direct seed sales to farmers. And third, through technology access fees and value-based royalties from seed companies, processors and end users.

Our commitment to environmental and social issues impacting our planet and our purpose-driven culture are fundamental to our ability to achieve our mission. Environmental, Social and Governance (“ESG”) principles help guide our thinking and approach throughout the development and commercialization of our products, and our innovative culture is rooted in our Core Values of Be Bold, Be Inspired, and Be Real. We believe our technology platform, asset-light model, and purpose-driven culture will help bridge the divide between evolving preferences and quality traits already present within the genetic diversity of plants. We see nature as our partner; technology as our enabler; and innovators like our Company, like-minded stakeholders, stockholders and partners as the catalysts to activate the change needed.

Liquidity and Going Concern

The accompanying consolidated financial statements have been prepared in conformity with U.S. generally accepted accounting principles (“U.S. GAAP”) for financial reporting and Securities and Exchange Commission (“SEC”) regulations.

For the three months ended March 31, 2024, our Company incurred a net loss from continuing operations of $26,314 and had negative cash flows from operating activities of $15,045 and capital expenditures of $409. As of March 31, 2024, we had cash and marketable securities of $30,498. Furthermore, as of March 31, 2024, our Company had an accumulated deficit of $545,069 and term debt and notes payable of $6,771, which are subject to repayment terms and covenants further described in Note 8, Debt in this report. These factors, coupled with working capital needs and expected capital expenditures indicated that, without further action, our forecasted cash flows would not be sufficient for us to meet our contractual commitments and obligations as they came due in the ordinary course of business for 12 months after the date the consolidated financial statements are issued. Therefore, there is substantial doubt about our ability to continue as a going concern within one year after the date the financial statements are issued. The accompanying financial statements have been prepared on a basis that assumes that the Company will continue as a going concern, and do not include any adjustments that may result from the outcome of this uncertainty. This basis of accounting contemplates the recovery of the Company’s assets and the satisfaction of the Company’s liabilities and commitments in the normal course of business and does not include any adjustments to reflect the possible future effects of the recoverability and classification of recorded asset amounts or amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.

On February 13, 2024, we completed the sale of our soy crushing facility in Creston, Iowa, and used the proceeds to fully retire the Convertible Notes Payable. We paid an aggregate amount of $58,964, in full payment of our outstanding obligations under the Convertible Notes Payable. Refer to Note 8, Debt in this report for further details. Since our inception, we have incurred significant losses primarily to fund investment into technology and costs associated with early-stage commercialization of our products. In order to generate sufficient cash to offset the costs of funding continued investment in technology and to fund operations more broadly, our Company will be required to raise additional capital and identify additional sources of revenue, including from collaborative arrangements or joint operating activities, partnerships and licensing opportunities.

We have taken steps to alleviate the substantial doubt noted above. As mentioned above, during the first quarter of 2024, we sold our soybean processing facilities located in Creston, Iowa and utilized proceeds from the sales, in combination with restricted cash, to fully retire our obligations under the Convertible Notes Payable. We are decreasing cash required for our operations by reducing operating costs and reducing staff levels. We incurred severance costs of $1,859 for the three months ended March 31, 2024, included within selling, general and administrative expenses and net income from discontinued operations, net of income taxes, on our consolidated statements of operations. On May 7, 2024, the Company’s indirect wholly-owned subsidiary Dakota Dry Bean Inc. (“DDB”) amended and restated its credit facility, including to increase its term loan to $15.8 million and to extend the maturity date to April 2029. Refer to Note 15—Subsequent Events in this report for further details. In addition, we are working to manage our current liabilities while we continue to make changes in operations to improve our cash flow and liquidity position. Our liquidity plans and operating budget include further actions aimed at improving operating efficiencies by reducing certain operating costs, restructuring certain parts of our organization, exploring strategic alternatives, divesting our assets, supplementing cash needs by selling additional shares of our common stock or securities convertible into common stock to the public through our shelf registration statement, or otherwise, or obtaining alternative forms of financing which may or may not be dilutive. There are no guarantees that we will achieve any of these plans, which involve risks and uncertainties, or that our achievement of any of these plans will sufficiently address our substantial doubt about our ability to continue as a going concern.

XML

Summary of Significant Accounting Policies

3 Months Ended

Mar. 31, 2024

Accounting Policies [Abstract]

Summary of Significant Accounting Policies

Summary of Significant Accounting Policies

Basis of Presentation and Principles of Consolidation

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with U.S. GAAP for interim financial reporting and SEC regulations. The unaudited condensed consolidated financial statements include the accounts of our Company and our wholly-owned subsidiaries. All intercompany transactions and balances have been eliminated in consolidation. In the opinion of management, all adjustments considered necessary for a fair presentation have been included. Results of operations for the interim periods are not necessarily indicative of the results to be expected for the full year ended December 31, 2024. A description of our significant accounting policies is included in the notes to our audited consolidated financial statements in our Annual Report on Form 10-K for the year ended December 31, 2023. These unaudited condensed consolidated financial statements should be read in conjunction with the December 31, 2023 audited consolidated financial statements and the notes thereto.

Any reference in these notes to applicable guidance is meant to refer to the authoritative U.S. GAAP as found in the Accounting Standards Codification (“ASC”) and an Accounting Standards Update (“ASU”) of the Financial Accounting Standards Board (“FASB”).

Certain prior period balances have been reclassified to conform to the current period presentation in the unaudited condensed consolidated financial statements and the accompanying notes. All dollar amounts, share units and commodity quantities are in thousands, except per share amounts, unless otherwise noted. This includes reporting financial results for former Fresh Segment and Seymour, Indiana and Creston, Iowa processing facilities as discontinued operations (See Note 3, Discontinued Operations) for all periods presented.

Emerging Growth Company Status

We are an “emerging growth company,” as defined in Section 2(a) of the Securities Act and have elected to take advantage of the benefits of the extended transition period for new or revised financial accounting standards. We expect to remain an emerging growth company at least through December 31, 2024 and expect to continue to take advantage of the benefits of the extended transition period, although we may decide to early adopt such new or revised accounting standards to the extent permitted by such standards. We expect to use this extended transition period for complying with new or revised accounting standards that have different effective dates for public and non-public companies until the earlier of the date we (i) are no longer an emerging growth company or (ii) affirmatively and irrevocably opt out of the extended transition period provided in the Jumpstart Our Business Startups Act of 2012 (“JOBS Act”). This may make it difficult or impossible to compare our financial results with the financial results of another public company that is either not an emerging growth company or is an emerging growth company that has chosen not to take advantage of the extended transition period exemptions because of the potential differences in accounting standards used.

In addition, we intend to rely on the other exemptions and reduced reporting requirements provided by the JOBS Act. Subject to certain conditions set forth in the JOBS Act, if, as an emerging growth company, we intend to rely on such exemptions, we are not required to, among other things: (a) provide an auditor’s attestation report on our system of internal control over financial reporting pursuant to Section 404(b) of the Sarbanes-Oxley Act; (b) provide all of the compensation disclosure that may be required of non-emerging growth public companies under the Dodd-Frank Wall Street Reform and Consumer Protection Act; (c) comply with any requirement that may be adopted by the Public Company Accounting Oversight Board regarding mandatory audit firm rotation or a supplement to the auditor’s report providing additional information about the audit and the financial statements (auditor discussion and analysis); and (d) disclose certain executive compensation-related items such as the correlation between executive compensation and performance and comparisons of the Chief Executive Officer’s compensation to median employee compensation.

We will remain an emerging growth company under the JOBS Act until the earliest of (a) December 31, 2026, (b) the last date of our fiscal year in which we have total annual gross revenue of at least $1.235 billion, (c) the date on which we are deemed to be a “large accelerated filer” under the SEC rules with at least $700.0 million of outstanding securities held by non-affiliates or (d) the date on which we have issued more than $1.0 billion in non-convertible debt securities during the previous three years.

Use of Estimates

The preparation of our condensed consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported in our condensed consolidated financial statements and accompanying notes. Actual results could differ from those estimates. Significant management estimates include those with respect to allowance for doubtful accounts, reserves for inventory obsolescence, the recoverability of long-lived assets, intangibles and goodwill and the estimated value of our warrant liabilities and conversion option liabilities.

Cash, Cash Equivalents and Restricted Cash

We consider all short-term, highly liquid investments with maturities of 90 days or less at the acquisition date to be cash equivalents. Restricted cash primarily represents cash proceeds from the sale of certain assets pursuant to the covenants with a lender. Restricted cash is classified as non-current if we expect that the cash will remain restricted for a period greater than one year.

The following table provides a reconciliation of cash, cash equivalents and restricted cash reported within the condensed consolidated balance sheets, inclusive of $29 and $2,796 of cash and cash equivalents reported within current assets of discontinued operations as of March 31, 2024 and March 31, 2023 to the amounts shown in the condensed consolidated statements of cash flows.

	March 31, 2024		March 31, 2023
Cash and cash equivalents	$	6,646	$	16,048
Restricted cash, current	—		17,912
Cash and cash equivalents reported in current assets of discontinued operations	29		7,147
Total cash, cash equivalents and restricted cash shown in the condensed consolidated statements of cash flows	$	6,675	$	41,107

Goodwill and Intangible Assets

Goodwill, arising from a business combination as the excess of purchase price and related costs over the fair value of identifiable assets acquired and liabilities assumed is not amortized and is subject to an annual impairment test as of December 1, unless events indicate an interim test is required. In performing this impairment test, management will first qualitatively assess indicators of a reporting unit’s fair value. If, after completing the qualitative assessment, management believes it is likely that a reporting unit is impaired, a discounted cash flow analysis is prepared to estimate the fair value of the reporting unit.

Critical estimates in the determination of the fair value of each reporting unit include, but are not limited to, future expected cash flows based on estimates of future sales volumes, sales prices, production costs, and discount rates. These estimates

generally constitute unobservable Level 3 inputs under the fair value hierarchy. An adjustment to goodwill will be recorded for any goodwill that is determined to be impaired.

Impairment of goodwill is measured as the excess of the carrying amount of goodwill over the fair value of the reporting unit. During the second quarter of 2023, we identified an indicator of impairment and determined it was no longer more likely than not that the fair value of our sole reporting unit was in excess of the carrying value. We performed an impairment analysis for the Ingredients reporting unit as of June 30, 2023, using a discounted cash flow model (a form of the income approach), utilizing Level 3 unobservable inputs. Our estimates in this analysis included, but were not limited to, future cash flow projections, the weighted average cost of capital, the terminal growth rate, and the tax rate. The impairment charge reflects an ongoing assessment of current market conditions and potential strategic investments to continue commercializing our proprietary products and pursue other strategic investments in the industry. As a result, a quantitative goodwill and separately identifiable intangible asset impairment assessment was performed as of June 30, 2023, and we recorded an impairment of the carrying value of goodwill of $19,226, which represented the entire goodwill balance prior to the impairment charge. The goodwill impairment charge had an immaterial impact on the provision for income taxes.

Intangible assets consist primarily of customer relationships, trade names, employment agreements, technology licenses, and developed or acquired technology. Intangible assets are valued based on the income approach, which utilizes discounted cash flows, or cost buildup. These estimates generally constitute Level 3 inputs under the fair value hierarchy.

In conjunction with business acquisitions, we obtain trade names and permits, enter into employment agreements, and gain access to the developed technology, distribution channels and customer relationships of the acquired companies. Trade names and permits are amortized over their estimated useful life, which is generally 10 years. The developed and acquired technology is amortized over its estimated useful life of 13 years. Customer relationships are expected to provide economic benefits to our Company over the amortization period of 15 years and are amortized on a straight-line basis. The amortization period of customer relationships represents management’s best estimate of the expected usage or consumption of the economic benefits of the acquired assets, which is based on our historical experience of customer attrition rates.

Definite lived intangible assets are reviewed for impairment, at the asset group level, whenever, in management’s judgment, impairment indicators are present. At a minimum, we assess all definite lived intangible assets annually for indicators of impairment. When indicators of impairment are present, such an assessment involves estimating undiscounted cash flows over the remaining useful life of the intangible. If the review indicates that undiscounted cash flows are less than the carrying value of the intangible asset, the asset group is written down to fair value, and any impairment is assigned to the assets in the asset group in accordance with the applicable guidance, and a corresponding impairment is recognized in our consolidated statements of operations and comprehensive loss.

For the quarter ended March 31, 2024, we determined there was no impairment of our intangible assets. However, we are currently exploring a broad strategic review of our business which could result in us being unable to recover all or a portion of the carrying value of our intangible assets. The amount and timing of any impairment charge would depend on a number of factors including the structure, timing, and scope of any assets disposed in any future transactions.

Impairment of Long-lived Assets

We review long-lived assets, including lease right-of-use assets, for impairment whenever events or changes in circumstances indicate that an asset group’s carrying amount may not be recoverable. We conduct our long-lived asset impairment analysis in accordance with ASC 360-10, Impairment or Disposal of Long-Lived Assets, which requires us to group assets and liabilities at the lowest level for which identifiable cash flows are largely independent of the cash flows of other assets and liabilities and evaluate the asset group against the sum of the undiscounted future cash flows. If the undiscounted cash flows do not indicate the carrying amount of the asset group is recoverable, an impairment charge is measured as the amount by which the carrying amount of the asset group exceeds its fair value. We conducted a review of our long-lived assets as of March 31, 2024 and determined that the carrying value of our assets is recoverable and no impairment charge was necessary. We are currently executing a transition of our business model which could further result in us being unable to recover all or a portion of the remaining carrying value of our long-lived assets.

Recently Issued Accounting Guidance Not Yet Effective

In December 2023, the FASB issued ASU 2023-09, Improvements to Income Tax Disclosures (“ASU 2023-09”). The standard requires all entities to disclose specific categories in the rate reconciliation, income taxes paid, and other income tax information. For public business entities, the amendments in ASU 2023-09 are effective for annual periods beginning after December 15, 2024. Early adoption is permitted. We do not expect the adoption of this guidance to have a material impact on our consolidated financial statements.

In November 2023, the FASB issued ASU 2023-07, Segment Reporting—Improvements to Reportable Segment Disclosures (“ASU 2023-07”). ASU 2023-07 requires public entities, including those entities with a single reportable segment, to provide disclosures of significant segment expenses and other segment items. The public entities are permitted to disclose multiple measures of a segment’s profit or loss used by the chief operating decision-maker to allocate resources and assess performance, as long as at least one measure that is most consistent with our consolidated financial statements is included. The guidance is effective for public entities for fiscal years beginning after December 15, 2023, and interim periods in fiscal years beginning after December 15, 2024. The guidance is applied retrospectively to all periods presented in financial statements, unless it is impracticable. Early adoption is permitted. We do not expect the adoption of this guidance to have a material impact on our consolidated financial statements.

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Discontinued Operations

3 Months Ended

Mar. 31, 2024

Discontinued Operations and Disposal Groups [Abstract]

Discontinued Operations

Discontinued Operations

Sale of Seymour, Indiana and Creston, Iowa Facilities

On October 31, 2023, the Company sold our soybean processing facility located in Seymour, Indiana, together with certain related assets, for approximately $35,397 of total gross proceeds, subject to certain adjustments, including an adjustment for inventory and other working capital (the “Seymour Sale”). Upon closing the Seymour Sale, we recorded a gain on the sale of $18,970 for the year ended December 31, 2023.

On February 13, 2024, we sold all of our interests in a wholly-owned subsidiary, Benson Hill Ingredients, LLC (“BHI”), which owns and operates a soybean processing facility in Creston, Iowa, to White River Creston, LLC (the “Purchaser”) for $52,500, plus a working capital adjustment estimated to be $19,671 (the “Purchase Price”), subject to certain deferred payments, holdbacks and other adjustments as defined in the Membership Interest Purchase Agreement (the “MIPA”) (the “Creston Sale”). Upon closing the Creston Sale, we recorded a gain on the sale of $2,844 for the three months ended March 31, 2024.

Upon closing the Creston Sale, $3,413 of the Purchase Price (the “Holdback”) and $4,950 of the Purchase Price (the “Carryback”) was held back by the Purchaser. The Holdback may be used by the Purchaser to satisfy certain Adverse Consequences (as defined in the MIPA) subject to the indemnification provisions, and for the Purchaser’s recovery with respect to certain Facility KPIs (as defined in the MIPA). The Holdback, less any amounts due to the Purchaser under the MIPA terms, shall be paid to the Seller within five days following the twelve-month anniversary of the closing. The Carryback will be paid by the Purchaser to the Seller pursuant to the terms of a promissory note executed by the Purchaser, and guaranteed by BHI, on February 13, 2024 (the “Promissory Note”). Under the Promissory Note, and subject to its terms and conditions, the Carryback will be paid in four equal installments on November 24, 2024, February 25, 2025, May 25, 2025, and August 25, 2025, together with all unpaid accrued interest on the outstanding principal amount on each such date. Subject to the terms and conditions of the Promissory Note, interest will accrue on the outstanding and unpaid principal amount thereunder at a fixed rate equal to 8.00% per annum. The Promissory Note may be partially or fully prepaid at any time without penalty.

The Company entered into a Transition Services Agreement (“TSA”) with the Purchaser, which is designed to ensure and facilitate an orderly transfer of operations. The TSA terms are four to six months with the option to extend for additional months. TSA income is recognized as services are performed.

The Creston Sale and the Seymour Sale (collectively, the “Transactions”) were separately marketed, negotiated, executed, and closed, and neither of the Transactions was conditioned upon the other. The Transactions were executed to leverage the Company’s core competencies as a technology-enabled seed innovation company as the Company transitions from a vertically integrated business model to an asset-light business model with an expanded focus on animal feed markets. Exiting the soybean processing business is intended to strengthen the Company’s balance sheet as the Company seeks to continue to commercialize our core business and intellectual property assets through partnerships and licensing arrangements to scale the Company’s

product innovations. In accordance with ASC 205-20, Discontinued Operations, the Creston Sale was a strategic shift as the Company exited the ownership and operation of soybean processing assets. Therefore, the Transactions collectively met the criteria for transactions required to be accounted for as discontinued operations.

Divestiture of J&J Produce, Inc. (“J&J”)

On December 29, 2022, we entered into a Stock Purchase Agreement (the “Stock Sale”) to sell J&J and all of the outstanding equity securities of J&J’s subsidiaries for aggregate cash consideration of $3,000, subject to certain adjustments. In connection with the Stock Purchase Agreement, on December 29, 2022, J&J entered into a Purchase and Sale Agreement, pursuant to which J&J sold certain real and personal property comprising an agricultural production and processing facility located in Vero Beach, Florida, for an aggregate purchase price of $18,000, subject to certain adjustments. Certain property was leased back to J&J pursuant to a separate agricultural and facility lease for a short period of time. On June 30, 2023, we closed the Stock Sale. As of March 31, 2024, the carrying value of assets and liabilities in discontinued operations approximated their fair value due to their short maturities. J&J was the main component of our former Fresh segment. In accordance with ASC 205-20, Discontinued Operations, our strategic shift to exit the former Fresh segment met the criteria to be classified as businesses held for sale and presented as a discontinued operation. J&J had assets of $479 and $601 and liabilities of $916 and $559 as of March 31, 2024 and December 31, 2023 respectively. J&J had net loss of $413 for the three months ended March 31, 2024, all of which attributed to expenses incurred. J&J had revenues of $22,335, cost of sales of $18,733, operating expenses of $1,454 and net income of $1,791 for the three months ended March 31, 2023.

We reclassified the combined results of discontinued operations in our condensed consolidated statements of operations for all periods presented. The carrying amounts of the assets and liabilities of the discontinued operations were as follows:

	March 31, 2024		December 31, 2023
Assets
Current assets:
Cash and cash equivalents	$	29	$	7,147
Accounts receivable, net	8,556		26,412
Inventories, net	2,318		10,640
Prepaid expenses and other assets	5,941		6,468
Property and equipment, net	—		52,510
Total assets from discontinued operations	$	16,844	$	103,177
Liabilities
Current liabilities:
Accounts payable	$	73	$	12,741
Operating lease liabilities	—		2,851
Accrued expenses and other liabilities	559		3,210
Total liabilities from discontinued operations	$	632	$	18,802

The operating results of the discontinued operations, net of tax, were as follows:

	Three Months Ended March 31,
	2024		2023
Revenues	$	30,890	$	108,311
Cost of sales	27,107		99,829
Gross profit	3,783		8,482
Operating expenses:
Research and development	17		—
Selling, general and administrative expenses	1,639		4,394
Gain on divestiture of discontinued operations	(2,844)		—
Total operating expenses	(1,188)		4,394
Interest (income) expense, net	(27)		7
Other (income) expense, net	(33)		350
Net income from discontinued operations, before income taxes	5,031		3,731
Income tax expense	—		—
Net income from discontinued operations, before income taxes	$	5,031	$	3,731

Depreciation, amortization and significant operating and investing items in the condensed consolidated statements of cash flows for the discontinued operations are as follows:

	Three Months Ended March 31,
	2024		2023
Operating activities
Depreciation and amortization	$	399	$	1,789
Bad debt expense	1		(173)
Net gain on divestiture of discontinued operations	(2,844)		—
Investing activities
Payments for acquisitions of property and equipment	(141)		(283)
Net proceeds from divestiture	57,713		—

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Fair Value Measurements

3 Months Ended

Mar. 31, 2024

Fair Value Disclosures [Abstract]

Fair Value Measurements

Fair Value Measurements

Assets and liabilities recorded at fair value on a recurring basis on the balance sheets are categorized based upon the level of judgment associated with the inputs used to measure their fair values. The authoritative guidance on fair value measurements establishes a three-tier fair value hierarchy for disclosure of fair value measurements as follows:

Level 1 — Observable inputs such as unadjusted, quoted prices in active markets for identical assets or liabilities at the measurement date.

Level 2 — Inputs (other than quoted prices included in Level 1) are either directly or indirectly observable for the asset or liability. These include quoted prices for similar assets or liabilities in active markets and quoted prices for identical or similar assets or liabilities in markets that are not active.

Level 3 — Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities.

Our financial instruments consist of cash and cash equivalents, marketable securities, accounts receivable, commodity derivatives, commodity contracts, accounts payable, accrued liabilities, warrant liabilities, conversion option liabilities, and notes payable. As of March 31, 2024 and December 31, 2023, we had cash and cash equivalents of $6,646 and $8,934, respectively, which include money market funds with maturities of less than three months. At March 31, 2024 and

December 31, 2023, the carrying values of cash and cash equivalents, accounts receivable, accounts payable, and accrued liabilities approximated fair value due to their short maturities.

The following tables provide the financial instruments measured at fair value on a recurring basis based on the fair value hierarchy:

	March 31, 2024
	Level 1		Level 2		Level 3		Total
Assets
U.S. treasury securities	$	6,120	$	—	$	—	$	6,120
Corporate bonds	$	—	$	14,706	$	—	$	14,706
Preferred stock	—		3,026		—		3,026
Marketable securities	$	6,120	$	17,732	$	—	$	23,852
Liabilities
Warrant liabilities	$	233	$	33	$	1,152	$	1,418
Total liabilities	$	233	$	33	$	1,152	$	1,418

	December 31, 2023
	Level 1		Level 2		Level 3		Total
Assets
U.S. treasury securities	$	67	$	—	$	—	$	67
Corporate bonds	—		25,378		—		25,378
Preferred stock	—		7,407		—		7,407
Marketable securities	$	67	$	32,785	$	—	$	32,852
Liabilities
Warrant liabilities	$	201	$	30	$	955	$	1,186
Conversion option liabilities	—		—		5		5
Total liabilities	$	201	$	30	$	960	$	1,191

Public Warrant liabilities of $30 were transferred from Level 1 to Level 2 in 2023. Our Public Warrants were traded on the NYSE under the symbol “BHIL WS.” and considered Level 1 liabilities through December 18, 2023. On December 18, 2023, we received notice from the NYSE that it had determined to commence proceedings to delist our Company’s Public Warrants. On December 19, 2023, the NYSE suspended trading in the warrants. As of December 31, 2023, Public Warrants are available for trading over-the-counter under the symbol “BHILW” and are considered Level 2 liabilities. There were no other transfers of financial assets or liabilities into or out of Level 1, Level 2, or Level 3 for 2024 or 2023.

All of our derivative contracts are centrally cleared and therefore are cash-settled on a daily basis. This results in the derivative contracts having a fair value that approximates zero on a daily basis. Therefore, there are no derivative assets or liabilities included in the table above. Refer to Note 6, Derivatives in this report for further discussion.

The warrant liabilities consist of PIPE Investment Warrants, Convertible Notes Payable Warrants, Notes Payable Warrants, Private Placement Warrants, and Public Warrants. History, fair value hierarchy, valuation techniques and inputs of those warrants are more fully described in Note 5, Fair Value Measurements and Note 15, Warrant Liabilities, to the Consolidated Financial Statements included in our Annual Report on Form 10-K for the year ended December 31, 2023. Pursuant to the Fourth Amendment to the Convertible Loan and Security Agreement entered into with the lender in October 2023, Convertible Notes Payable Warrants must be repriced based on the trailing 5-day VWAP immediately prior to the date of the Fourth Amendment. The exercise price of the Convertible Notes Payable Warrants (the “Conversion Price”) was $0.19 as of December 31, 2023. These warrant liabilities are valued based on Black-Scholes option pricing model.

The significant inputs to the valuation of Level 3 warrant and conversion option liabilities as of March 31, 2024 were as follows:

	PIPE Investment Warrants			Private Placement Warrants			Convertible Notes Payable Warrants
Exercise Price	$	3.90		$	11.50		$	0.19
Stock Price	$	0.20		$	0.20		$	0.20
Volatility	119.1		%	119.0		%	120.0		%
Remaining term in years	2.99			2.75			2.75
Risk-free rate	4.4		%	4.1		%	4.5		%
Dividend yield	—		%	—		%	—		%

The significant inputs to the valuation of Level 3 warrant and conversion option liabilities as of December 31, 2023 were as follows:

	PIPE Investment Warrants			Private Placement Warrants			Convertible Notes Payable Warrants			Conversion Option Liabilities
Exercise Price	$	3.90		$	11.50		$	0.19		$	2.47
Stock Price	$	0.17		$	0.17		$	0.17		$	0.17
Volatility	113.0		%	119.0		%	112.5		%	97.6		%
Remaining term in years	3.24			2.75			3.00			1.00
Risk-free rate	4.0		%	4.1		%	4.0		%	4.8		%
Dividend yield	—		%	—		%	—		%	—		%

The following table summarizes the change in the warrant and conversion option liabilities categorized as Level 3 for the three months ended March 31, 2024 and 2023:

	Three Months Ended March 31, 2024
Balance, beginning of period	$	960
Changes in estimated fair value	192
Ending balance, March 31, 2024	$	1,152

	Three Months Ended March 31, 2023
Balance, beginning of period	$	26,907
Changes in estimated fair value	(18,436)
Ending balance, March 31, 2023	$	8,471

Fair Value of Long-Term Debt

As of March 31, 2024 and December 31, 2023, the fair value of our debt, including amounts classified as current, was $6,771 and $64,336, respectively. Fair values are based upon valuation models using market information, which fall into Level 3 in the fair value hierarchy.

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Investments in Available-for-Sale Securities

3 Months Ended

Mar. 31, 2024

Investments, Debt and Equity Securities [Abstract]

Investments in Available-for-Sale Securities

Investments in Available-for-Sale Securities

We have invested in marketable debt securities, primarily investment-grade corporate bonds, preferred stock, and highly liquid U.S Treasury securities, which are held in the custody of a major financial institution. These securities are classified as

available-for-sale and, accordingly, the unrealized gains and losses are recorded through other comprehensive income and loss. Marketable securities classified as available-for-sale securities are summarized below:

	March 31, 2024
	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses		Fair Value
U.S. treasury securities	$	6,431	$	—	$	(2)	$	6,429
Corporate bonds	14,710		—		(277)		14,433
Preferred stock	3,085		2		(97)		2,990
Total Investments	$	24,226	$	2	$	(376)	$	23,852

	December 31, 2023
	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses		Fair Value
U.S. treasury securities	$	458	$	—	$	—	$	458
Corporate bonds	26,040		8		(1,015)		25,033
Preferred stock	7,839		—		(478)		7,361
Total Investments	$	34,337	$	8	$	(1,493)	$	32,852

The aggregate fair value of investments with unrealized losses that had been owned for less than a year was $14,671 and $6,887 as of March 31, 2024 and December 31, 2023, respectively. The aggregate fair value of investments with unrealized losses that had been owned for more than one year was $6,036 and $21,543 as of March 31, 2024 and December 31, 2023, respectively.

Available-for-sale investments outstanding as of March 31, 2024, classified as marketable securities in our condensed consolidated balance sheets, have maturity dates ranging from the second quarter of 2024 through the fourth quarter of 2026. The fair value of marketable securities as of March 31, 2024 with maturities within one year and one to five years is $14,524 and $9,328, respectively. We classify available-for-sale investments as current based on the nature of the investments and their availability to provide cash for use in current operations, if needed.

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Derivatives

3 Months Ended

Mar. 31, 2024

Derivative Instruments and Hedging Activities Disclosure [Abstract]

Derivatives

Derivatives

Corporate Risk Management Activities

We use exchange-traded futures to manage price risk of fluctuating Chicago Board of Trade prices related to forecasted purchases and sales of soybeans and soybean related products in the normal course of business. These risk management activities are actively monitored for compliance with our risk management policies.

As of March 31, 2024, our Company held financial futures related to a portion of our forecasted purchases of soybeans for an aggregate notional volume of 2,160 bushels of soybeans; all of which will settle in 2024. As of March 31, 2024, our Company held financial futures related to a portion of our forecasted sales of soybean oil for an aggregate notional volume of 47 pounds of soybean oil; all of which will settle in 2024.

Tabular Derivatives Disclosures

We have master netting agreements with our counterparties, which allow for the settlement of contracts in an asset position with contracts in a liability position in the event of default or termination. Such netting arrangements reduce our credit exposure related to these counterparties. As all of our derivative contracts are centrally cleared and therefore are cash-settled on a daily basis, the fair value approximates zero. Our derivative contracts were as follows:

	March 31, 2024				December 31, 2023
	Asset Derivative		Liability Derivative		Asset Derivative		Liability Derivative
Soybeans	$	—	$	42	$	539	$	—
Soybean oil	—		3		—		180
Soybean meal	—		—		—		588
Effect of daily cash settlement	—		(45)		(539)		(768)
Net derivatives as classified in the balance sheet	$	—	$	—	$	—	$	—

We had a current asset representing excess cash collateral posted to a margin account of $1,138 and $992 as of March 31, 2024 and December 31, 2023, respectively. These amounts are not included with the derivatives presented in the table above, but are included in prepaid expenses and other current assets in the condensed consolidated balance sheets.

Currently, we do not seek cash flow hedge accounting treatment for derivative financial instruments and thus changes in fair value are reflected in current earnings.

The tables below show the amounts of pre-tax gains and losses recognized in our condensed consolidated statements of operations related to the derivatives:

	Three Months Ended March 31, 2024						Three Months Ended March 31, 2023
	Gain (loss) realized on derivatives		Unrealized gain (loss) on derivatives		Total gain (loss) recognized in income		Gain (loss) realized on derivatives		Unrealized gain (loss) on derivatives		Total gain (loss) recognized in income
Soybeans	$	3,267	$	(581)	$	2,686	$	163	$	(827)	$	(664)
Soybean oil	(179)		177		(2)		407		(1)		406
Soybean meal	(1,860)		588		(1,272)		(3,333)		3,426		93
Total	$	1,228	$	184	$	1,412	$	(2,763)	$	2,598	$	(165)

Table disclosures above include the results from both continuing operations and discontinued operations. Our soybean positions are designed to hedge risk related to inventory purchases, therefore the gains and losses on soybean instruments from our operations are recorded in cost of sales in our condensed consolidated statements of operations. Our soybean oil and soybean meal positions are designed to hedge risk related to sales transactions therefore the gains and losses on soybean oil and soybean meal instruments from our operations are recorded in revenues in our condensed consolidated statements of operations.

We classify the cash effects of our derivatives within the “Cash Flows from Operating Activities” section of our condensed consolidated statements of cash flows.

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Inventories, Net

3 Months Ended

Mar. 31, 2024

Inventory Disclosure [Abstract]

Inventories, Net

Inventories, Net

Inventories, net consist of the following:

	March 31, 2024		December 31, 2023
Raw materials and supplies	$	4,181	$	7,137
Work-in-process	5,031		3,938
Finished goods	5,758		3,785
Total inventories	$	14,970	$	14,860

Work-in-process inventory consists of seed provided to contracted seed producers and growers with which we hold a purchase option for, or are required to purchase the future harvested seeds or grains. It also includes crops under production which represent the direct costs of land preparation, seed, planting, growing, and maintenance.

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Debt

3 Months Ended

Mar. 31, 2024

Debt Disclosure [Abstract]

Debt

Debt

	March 31, 2024		December 31, 2023
DDB Term Loan, due April 2026	$	5,972	$	6,256
DDB Equipment Loan, due July 2024	350		525
Convertible Notes Payable, due March 2024	—		59,310
Equipment Financing, due March 2025	391		488
Notes Payable, varying maturities through June 2026	58		64
Less: unamortized debt discount and debt issuance costs	—		(6,192)
	6,771		60,451
Less: current maturities of long-term debt	(1,897)		(55,201)
Long-term debt	$	4,874	$	5,250

Term Loan, Equipment Loan and Revolver

In April 2019, our wholly-owned subsidiary, Dakota Dry Bean, Inc. (“DDB”) entered into a Credit Agreement comprised of a $14,000 aggregate principal amount of floating rate, five-year term loan (“DDB Term Loan”), a $3,500 floating rate, five-year loan to be used for facility expansion (“DDB Equipment Loan”), and a $6,000 floating rate revolving credit facility (“DDB Revolver”), which is renewed annually (together, the “Credit Agreement”). In March 2024, the DDB Term Loan maturity date was extended to April 2026. In the fourth quarter of 2023, the DDB Revolver maturity date was extended to December 2024. As of March 31, 2024, the interest rate is U.S. prime rate plus 0.75% on the DDB Term Loan and DDB Equipment Loan, and U.S. prime rate plus 0.25% on the DDB Revolver.

The Credit Agreement is secured by substantially all of DDB’s real and personal property and is guaranteed, in part, by Benson Hill, Inc., DDB’s parent company, to a maximum of $7,000. The DDB Term Loan is payable in equal quarterly installments of $284 plus interest with the remaining balance of $5,972 due in April 2025. The Equipment Loan is payable in equal quarterly installments of $175 plus interest through July 2024.

Under the Credit Agreement, DDB and our Company must comply with certain financial covenants based on DDB’s operations, including a minimum working capital covenant, a minimum net worth covenant, a funded debt to EBITDA ratio covenant, and a fixed charge coverage ratio covenant.

Benson Hill, as guarantor, must also comply with a minimum cash covenant. The Credit Agreement also contains various restrictions on our activities, including restrictions on indebtedness, liens, investments, distributions, acquisitions and dispositions, control changes, transactions with affiliates, establishment of bank and brokerage accounts, sale-leaseback transactions, margin stocks, hazardous substances, hedging, and management agreements. During the first quarter of 2024, we were in compliance with the financial covenants under the Credit Agreement.

On May 7, 2024, DDB amended and restated its Credit Agreement. Refer to Note 15—Subsequent Events in this report for further details.

Convertible Notes Payable

In December 2021, we entered into a financing agreement with an investment firm (the “Convertible Loan and Security Agreement”), which included a commitment by the lender to make term loans available to us in an amount of up to $100,000 with $80,000 available immediately.

We executed term notes with the lender in December 2021 in the aggregate amount of $80,000 with an initial term of 36 months payable in interest only, at the greater of (a) the prime rate of interest as published in the Wall Street Journal or (b) 3.25% per annum, plus 5.75% per annum for the first 12 months and principal and interest payments for the remaining 24 months. The term notes were secured by substantially all of our assets.

In June 2022, we amended the Convertible Loan and Security Agreement (“First Amendment”), which changed the definition of gross margin, and modified the Conversion Price and the Exercise Price. The change to the definition of gross margin removed the impact of derivative hedging gains or losses related to future periods and resulted in our achievement of the milestones required to draw on the second tranche. We drew on the full $20,000 available under the second tranche upon entering into this amendment.

In November 2022, we entered into a second amendment to the Convertible Loan and Security Agreement (“Second Amendment”), which, among other things, changed the definition of Outstanding Shares based on the updated definition of Market Cap Threshold I. Additionally, the required minimum liquidity covenant requirement was reduced from six months to four months. The amendment also increased the designated interest rate by 25 basis points.

In March 2023, we entered into a third amendment to the Convertible Loan and Security Agreement (“Third Amendment”), which, among other things, allowed the restricted cash to be counted towards the required minimum liquidity covenant calculation. In addition, the Third Amendment increased the final balloon payment by 200 basis points and reset the prime rate to be the greater of (a) the prime rate of interest as published in the Wall Street Journal or (b) 7.75% per annum.

In October 2023, we entered into a fourth amendment to the Convertible Loan and Security Agreement (the “Fourth Amendment”), which, among other things: changed the maturity date to March 1, 2024; changed the prepayment fee to be equal to 1% of any prepayment of Loans (as defined in the Convertible Loan and Security Agreement) for any prepayments made prior to January 14, 2024; increased the “final payment” from 12.70% to 17.70% of the original Commitment amount of $100,000; within one business day after closing of certain sales of our equity securities, we must pay as a prepayment the lesser of (i) 100% of the net closing proceeds or (ii) the outstanding principal of the Obligations (as defined in the Convertible Loan and Security Agreement); within one business day of the closing of certain asset sales, we must pay as a prepayment the net closing proceeds from such asset sales; within one business day of either November 15, 2023 or the closing of certain asset sales, we must pay as a prepayment the lesser of (i) all cash in the Blocked Account (as defined in the Convertible Loan and Security Agreement) or (ii) the outstanding principal and pro rata portion of fees due, the financial covenant to maintain at all times a minimum liquidity equal to or greater than four or six months will be removed effective upon the lender’s receipt of net closing proceeds from certain asset sales and all cash in the Blocked Account and following such removal, we will instead be required to maintain $20,000 of unrestricted cash at all times, and the Warrants (as defined in the Convertible Loan and Security Agreement) must be repriced based on the trailing 5-day VWAP immediately prior to the date of the Fourth Amendment.

At any time after six months and before 42 months from the closing date of the initial term loans, up to $20,000 of the principal amount of the term loans then outstanding may be converted (at the lender’s option) into shares of our Company’s common stock at a price per share (“Conversion Price”) equal to the lower of (a) $2.47; (b) in the case of any “equity purchase commitments” and/or “at-the-market” or similar transactions, which result in the realization by our Company of gross proceeds of $20,000 or more over any period of 14 consecutive trading days prior to September 30, 2022, the VWAP of the common stock on the last trading day of such 14 day period; or (c) the effective price per share of any bona fide equity offering, which closes after June 30, 2022 and prior to September 30, 2022. The conversion option is subject to: (a) the closing sales price of our common stock for each of the seven consecutive trading days immediately preceding the conversion, being greater than or equal to the conversion price; (b) the shares of our common stock issued in connection with any such conversion not exceeding 20% of the total trading volume of our common stock for the 22 consecutive trading days immediately prior to and including the effective date of the conversion; and (c) all lenders’ pro forma shares of our common stock resulting from the conversion option, when added to all lenders’ pro forma shares of our common stock resulting from the exercise of the warrants, not exceeding 2.5% of the number of shares of our common stock outstanding at the time of the conversion.

In November 2023, using the proceeds obtained from the sale of our soy processing facility in Seymour, Indiana, and other asset sales, we repaid approximately half of the outstanding obligations under the Convertible Notes Payable for an aggregate amount of $58,391.

On February 13, 2024, we repaid in full all outstanding obligations under the Convertible Loan and Security Agreement with Avenue Capital Management II, L.P. (the “Agent”), as administrative agent and collateral agent for several funds managed by the Agent (the “Lenders”) (as amended, restated, or supplemented from time to time, the “Loan Agreement”) (the “Avenue Capital Payoff”). In connection with the Avenue Capital Payoff, we paid an aggregate amount of approximately $59,000 in full payment of our outstanding obligations under the Loan Agreement and the promissory notes evidencing the obligations

thereunder, including the applicable Final Payment (as such term is defined in the Loan Agreement) and expense reimbursements payable to the Agent. The Company accelerated the recognition of the unamortized debt discount and debt issuance costs of $1,638 as of the payoff date and are included within Interest expense, net in the Condensed Consolidated Statement of Operations as of March 31, 2024.

Upon the Avenue Capital Payoff, the Lenders’ commitments to extend further credit to the Borrowers terminated, the Agent released and terminated all liens or security interests granted to secure the obligations under the Loan Agreement, and the parties to the Loan Agreement were released from their respective guaranties and obligations under the Loan Agreement (except for inchoate indemnity obligations). Upon the Avenue Capital Payoff, the Conversion Option (as such term is defined in the Loan Agreement) to the Convertible Notes Payable has expired. The Convertible Notes Payable Warrants remain outstanding.

Equipment Financing

In March 2022, our Company entered into a sale-leaseback transaction relating to certain of our Company equipment. Our Company evaluated whether the transaction qualified as a sale under ASC 606 and ultimately determined that since the leases are classified as financing leases under ASC 842, the transaction did not qualify as a sale and therefore control of the equipment was not transferred. Therefore, the sale proceeds of $1,160 were recorded as a financing liability. We will make monthly payments of $33 under the financing arrangement for a term of 36 months.

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Accrued Expenses and Other Current Liabilities

3 Months Ended

Mar. 31, 2024

Payables and Accruals [Abstract]

Accrued Expenses and Other Current Liabilities

Accrued Expenses and Other Current Liabilities

Accrued expenses and other current liabilities consist of the following:

	March 31, 2024		December 31, 2023
Payroll and employee benefits	$	3,925	$	6,148
Insurance premiums	158		58
Professional services	1,402		3,960
Research and development	486		258
Inventory	1,502		514
Interest	149		161
Contract liability	9,998		8,340
Other	2,753		1,913
	$	20,373	$	21,352

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Income Taxes	3 Months Ended
	Mar. 31, 2024
Income Tax Disclosure [Abstract]
Income Taxes	Income TaxesOur effective tax rate was 0% for the three months ended March 31, 2024 and 2023. The 2024 and 2023 effective tax rates differed from the statutory rate of 21% primarily due to the fact that we recorded no income tax benefit on our pretax losses as we recorded a full valuation allowance globally.

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Comprehensive Income

3 Months Ended

Mar. 31, 2024

Equity [Abstract]

Comprehensive Income

Comprehensive Income

Our other comprehensive income (loss) (“OCI”) consists of unrealized gains and losses on marketable debt securities classified as available for sale and foreign currency translation adjustments from our subsidiaries in Brazil and Canada.

The following table shows changes in accumulated other comprehensive income (“AOCI”) by component for the three months ended March 31, 2024 and 2023:

	Cumulative Foreign Currency Translation		Unrealized Gains/(Losses) on Marketable Securities		Total
Balance at December 31, 2023	$	(385)	$	(1,284)	$	(1,669)
Other comprehensive income before reclassifications	(13)		(44)		(57)
Amounts reclassified from AOCI	—		1,155		1,155
Other comprehensive income	(13)		1,111		1,098
Balance at March 31, 2024	$	(398)	$	(173)	$	(571)
Balance at December 31, 2022	$	(385)	$	(6,710)	$	(7,095)
Other comprehensive loss before reclassifications	—		(194)		(194)
Amounts reclassified from AOCI	—		1,050		1,050
Other comprehensive loss	—		856		856
Balance at March 31, 2023	$	(385)	$	(5,854)	$	(6,239)

Amounts reclassified from AOCI were reported within “Other (income) expense, net” on our condensed consolidated statements of operations. Our Company’s accounting policy is to release the income tax effects (if applicable) from AOCI when the individual units of account are sold.

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Loss Per Common Share

3 Months Ended

Mar. 31, 2024

Earnings Per Share [Abstract]

Loss Per Common Share

Loss Per Common Share

We compute basic net income (loss) per common share using the weighted average number of common shares outstanding during the period. Diluted net income (loss) per common share is computed using the weighted average number of common shares and the effect of potentially dilutive securities outstanding during the period. Potentially dilutive securities may consist of warrants, stock options and restricted stock units. The dilutive effect of outstanding warrants, stock options and restricted stock units are reflected in diluted earnings per share by application of the treasury stock method. The weighted average share impact of warrants, stock options and restricted stock units that were excluded from the calculation of diluted shares outstanding due to us incurring a net loss for the three months ended March 31, 2024 and 2023 were as follows:

	Three Months Ended March 31,
	2024	2023
Anti-dilutive common share equivalents:
Warrants	165	—
Stock options	40	1,741
Restricted stock units	6,854	6,927
Total anti-dilutive common share equivalents	7,059	8,668

The following table provides the reconciliation of net loss from continuing operations attributable to common stockholders and basic and diluted loss per common share by outlining the numerators and denominators of the computations:

	Three Months Ended March 31,
	2024		2023
Numerator:
Net loss from continuing operations	$	(26,314)	$	(6,785)
Denominator:
Weighted average common shares outstanding, basic and diluted	190,997		187,113
Net loss from continuing operations per common share, basic and diluted	$	(0.14)	$	(0.04)

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Commitments and Contingencies

3 Months Ended

Mar. 31, 2024

Commitments and Contingencies Disclosure [Abstract]

Commitments and Contingencies

Commitments and Contingencies

Litigation

We accrue for cost related to contingencies when a loss is probable, and the amount is reasonably determinable. Disclosure of contingencies is included in the condensed consolidated financial statements when it is at least reasonably possible that a material loss or an additional material loss in excess of amounts already accrued may be incurred. For all litigation matters, the accruals were immaterial as of March 31, 2024 and December 31, 2023.

Other Commitments

As of March 31, 2024, we have committed to purchase from seed producers and growers at dates throughout 2024 and 2025 at fixed prices aggregating to $26,070 based on commodity futures or market prices, other payments to growers, and estimated yields per acre, of which $22,973 are due within one year. In addition to the obligations for which the price is fixed or determinable, we have committed to purchase from seed producers and growers 988 bushels throughout 2024 for which the pricing is currently variable. These amounts are not recorded in the condensed consolidated financial statements because we have not taken delivery of the grain or seed as of March 31, 2024 and due to the fact that the grain or seed is subject to specified quality standards prior to delivery.

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Segment Information

3 Months Ended

Mar. 31, 2024

Segment Reporting [Abstract]

Segment Information

Segment Information

In December 2022, we divested our former Fresh segment and reclassified the related financial information to discontinued operations for all periods presented. In February 2024, we divested our soy processing assets and re-evaluated our operating and reportable segments. We concluded that we operate under one operating segment and one reportable segment, Seeds Technology, as our chief operating decision maker (“CODM”) reviews financial information presented on a consolidated basis for purposes of making operating decisions, allocating resources and evaluating financial performance. We are now rapidly evolving to an asset-light business model designed to serve broadacre animal feed markets. Revenues and operating results for the three months ended March 31, 2024 and 2023 are as follows:

	Three Months Ended March 31,
	2024		2023
Revenues
Domestic	$	21,133	$	25,576
International	—		23,091
Total Revenues	$	21,133	$	48,667
Point in time	$	17,792	$	46,125
Over time	3,341		2,542
Total Revenues	$	21,133	$	48,667

The CODM uses Adjusted EBITDA to review and assess our operating performance. We define Adjusted EBITDA as net loss from continuing operations excluding income taxes, interest, depreciation, amortization, stock-based compensation, changes in fair value of warrants and conversion options, realized (gains) losses on marketable securities, goodwill and long-lived asset impairment, restructuring-related costs (including severance costs) and the impact of significant non-recurring items. Adjustments to reconcile net loss from continuing operations to Adjusted EBITDA for the three months ended March 31, 2024 and 2023 were as follows:

	Three Months Ended March 31,
	2024		2023
Net loss from continuing operations, net of income taxes	$	(26,314)	$	(6,785)
Interest expense, net	8,596		6,372
Income tax expense	—		15
Depreciation and amortization	3,827		3,474
Stock-based compensation	1,276		2,814
Changes in fair value of warrants and conversion option	227		(21,696)
Exit costs related to divestiture of Creston facility	2,888		—
Business transformation	324		—
Severance	1,074		112
Other	1,018		1,232
Total Adjusted EBITDA	$	(7,084)	$	(14,462)

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Subsequent Events

3 Months Ended

Mar. 31, 2024

Subsequent Events [Abstract]

Subsequent Events

Subsequent Events

On May 7, 2024, the Company’s indirect wholly-owned subsidiary Dakota Dry Bean Inc. (“DDB”) amended and restated its existing credit facility with First National Bank of Omaha (“FNBO”). The amended credit facility (the “FNBO Loans”) provides for:

(1) a revolving credit facility from FNBO to DDB in the maximum aggregate amount of $6,000 bearing interest at a floating rate equal to the prime rate plus 1/4%, with accrued interest payable monthly, and with a maturity date of December 1, 2024, and

(2) a term loan facility from FNBO to DDB in the amount of $15,800, bearing interest at a floating rate equal to the prime rate plus 1%, with quarterly principal payments in the amount of $395 each, with accrued interest payable quarterly, and maturing on April 1, 2029.

DDB’s obligations under the FNBO Loans are secured by a limited guaranty from the Company’s direct wholly-owned subsidiary Benson Hill Holdings, Inc. (the “Guarantor”), limited to $8,000 in guaranteed obligations. DDB’s obligations under the FNBO Loans are also secured by a first lien security interest granted by DDB to FNBO in collateral consisting of all of DDB’s right, title and interest in all DDB personal property assets and any proceeds of such assets, and by first priority mortgages of all of DDB’s right, title and interest in all DDB owned real property assets and improvements thereon.

The FNBO Loans contain affirmative and negative covenants on the part of DDB, including financial covenants. Among the DDB financial covenants are minimum working capital, minimum tangible net worth, maximum cash flow leverage ratio, maximum fixed charge coverage ratio, maximum unfunded capital expenditures, and permitted distributions covenants. Under the permitted distributions covenant, DDB may make loans to the Guarantor not in excess of $10,000 in the aggregate at any one time outstanding. The FNBO Loans require the Guarantor to maintain a minimum cash balance, initially $7,000 through December 31, 2025 and 50% of the term loan balance thereafter.

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Pay vs Performance Disclosure - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Pay vs Performance Disclosure
Net loss attributable to common stockholders	$ (21,283)	$ (3,054)

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Insider Trading Arrangements	3 Months Ended
	Mar. 31, 2024
Trading Arrangements, by Individual
Rule 10b5-1 Arrangement Adopted	false
Non-Rule 10b5-1 Arrangement Adopted	false
Rule 10b5-1 Arrangement Terminated	false
Non-Rule 10b5-1 Arrangement Terminated	false

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Summary of Significant Accounting Policies (Policies)

3 Months Ended

Mar. 31, 2024

Accounting Policies [Abstract]

Basis of Presentation

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with U.S. GAAP for interim financial reporting and SEC regulations.

Principles of Consolidation

The unaudited condensed consolidated financial statements include the accounts of our Company and our wholly-owned subsidiaries. All intercompany transactions and balances have been eliminated in consolidation.

Use of Estimates

Use of Estimates

The preparation of our condensed consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported in our condensed consolidated financial statements and accompanying notes. Actual results could differ from those estimates. Significant management estimates include those with respect to allowance for doubtful accounts, reserves for inventory obsolescence, the recoverability of long-lived assets, intangibles and goodwill and the estimated value of our warrant liabilities and conversion option liabilities.

Cash, Cash Equivalents and Restricted Cash

Cash, Cash Equivalents and Restricted Cash

We consider all short-term, highly liquid investments with maturities of 90 days or less at the acquisition date to be cash equivalents. Restricted cash primarily represents cash proceeds from the sale of certain assets pursuant to the covenants with a lender. Restricted cash is classified as non-current if we expect that the cash will remain restricted for a period greater than one year.

Goodwill and Intangible Assets

Goodwill and Intangible Assets

Goodwill, arising from a business combination as the excess of purchase price and related costs over the fair value of identifiable assets acquired and liabilities assumed is not amortized and is subject to an annual impairment test as of December 1, unless events indicate an interim test is required. In performing this impairment test, management will first qualitatively assess indicators of a reporting unit’s fair value. If, after completing the qualitative assessment, management believes it is likely that a reporting unit is impaired, a discounted cash flow analysis is prepared to estimate the fair value of the reporting unit.

Critical estimates in the determination of the fair value of each reporting unit include, but are not limited to, future expected cash flows based on estimates of future sales volumes, sales prices, production costs, and discount rates. These estimates

generally constitute unobservable Level 3 inputs under the fair value hierarchy. An adjustment to goodwill will be recorded for any goodwill that is determined to be impaired.

Impairment of goodwill is measured as the excess of the carrying amount of goodwill over the fair value of the reporting unit. During the second quarter of 2023, we identified an indicator of impairment and determined it was no longer more likely than not that the fair value of our sole reporting unit was in excess of the carrying value. We performed an impairment analysis for the Ingredients reporting unit as of June 30, 2023, using a discounted cash flow model (a form of the income approach), utilizing Level 3 unobservable inputs. Our estimates in this analysis included, but were not limited to, future cash flow projections, the weighted average cost of capital, the terminal growth rate, and the tax rate. The impairment charge reflects an ongoing assessment of current market conditions and potential strategic investments to continue commercializing our proprietary products and pursue other strategic investments in the industry. As a result, a quantitative goodwill and separately identifiable intangible asset impairment assessment was performed as of June 30, 2023, and we recorded an impairment of the carrying value of goodwill of $19,226, which represented the entire goodwill balance prior to the impairment charge. The goodwill impairment charge had an immaterial impact on the provision for income taxes.

Intangible assets consist primarily of customer relationships, trade names, employment agreements, technology licenses, and developed or acquired technology. Intangible assets are valued based on the income approach, which utilizes discounted cash flows, or cost buildup. These estimates generally constitute Level 3 inputs under the fair value hierarchy.

In conjunction with business acquisitions, we obtain trade names and permits, enter into employment agreements, and gain access to the developed technology, distribution channels and customer relationships of the acquired companies. Trade names and permits are amortized over their estimated useful life, which is generally 10 years. The developed and acquired technology is amortized over its estimated useful life of 13 years. Customer relationships are expected to provide economic benefits to our Company over the amortization period of 15 years and are amortized on a straight-line basis. The amortization period of customer relationships represents management’s best estimate of the expected usage or consumption of the economic benefits of the acquired assets, which is based on our historical experience of customer attrition rates.

Definite lived intangible assets are reviewed for impairment, at the asset group level, whenever, in management’s judgment, impairment indicators are present. At a minimum, we assess all definite lived intangible assets annually for indicators of impairment. When indicators of impairment are present, such an assessment involves estimating undiscounted cash flows over the remaining useful life of the intangible. If the review indicates that undiscounted cash flows are less than the carrying value of the intangible asset, the asset group is written down to fair value, and any impairment is assigned to the assets in the asset group in accordance with the applicable guidance, and a corresponding impairment is recognized in our consolidated statements of operations and comprehensive loss.

For the quarter ended March 31, 2024, we determined there was no impairment of our intangible assets. However, we are currently exploring a broad strategic review of our business which could result in us being unable to recover all or a portion of the carrying value of our intangible assets. The amount and timing of any impairment charge would depend on a number of factors including the structure, timing, and scope of any assets disposed in any future transactions.

Impairment of Long-lived Assets

Impairment of Long-lived Assets

We review long-lived assets, including lease right-of-use assets, for impairment whenever events or changes in circumstances indicate that an asset group’s carrying amount may not be recoverable. We conduct our long-lived asset impairment analysis in accordance with ASC 360-10, Impairment or Disposal of Long-Lived Assets, which requires us to group assets and liabilities at the lowest level for which identifiable cash flows are largely independent of the cash flows of other assets and liabilities and evaluate the asset group against the sum of the undiscounted future cash flows. If the undiscounted cash flows do not indicate the carrying amount of the asset group is recoverable, an impairment charge is measured as the amount by which the carrying amount of the asset group exceeds its fair value. We conducted a review of our long-lived assets as of March 31, 2024 and determined that the carrying value of our assets is recoverable and no impairment charge was necessary. We are currently executing a transition of our business model which could further result in us being unable to recover all or a portion of the remaining carrying value of our long-lived assets.

Recently Issued Accounting Guidance Not Yet Effective

Recently Issued Accounting Guidance Not Yet Effective

In December 2023, the FASB issued ASU 2023-09, Improvements to Income Tax Disclosures (“ASU 2023-09”). The standard requires all entities to disclose specific categories in the rate reconciliation, income taxes paid, and other income tax information. For public business entities, the amendments in ASU 2023-09 are effective for annual periods beginning after December 15, 2024. Early adoption is permitted. We do not expect the adoption of this guidance to have a material impact on our consolidated financial statements.

In November 2023, the FASB issued ASU 2023-07, Segment Reporting—Improvements to Reportable Segment Disclosures (“ASU 2023-07”). ASU 2023-07 requires public entities, including those entities with a single reportable segment, to provide disclosures of significant segment expenses and other segment items. The public entities are permitted to disclose multiple measures of a segment’s profit or loss used by the chief operating decision-maker to allocate resources and assess performance, as long as at least one measure that is most consistent with our consolidated financial statements is included. The guidance is effective for public entities for fiscal years beginning after December 15, 2023, and interim periods in fiscal years beginning after December 15, 2024. The guidance is applied retrospectively to all periods presented in financial statements, unless it is impracticable. Early adoption is permitted. We do not expect the adoption of this guidance to have a material impact on our consolidated financial statements.

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Summary of Significant Accounting Policies (Tables)

3 Months Ended

Mar. 31, 2024

Accounting Policies [Abstract]

Schedule of Cash and Cash Equivalents

The following table provides a reconciliation of cash, cash equivalents and restricted cash reported within the condensed consolidated balance sheets, inclusive of $29 and $2,796 of cash and cash equivalents reported within current assets of discontinued operations as of March 31, 2024 and March 31, 2023 to the amounts shown in the condensed consolidated statements of cash flows.

	March 31, 2024		March 31, 2023
Cash and cash equivalents	$	6,646	$	16,048
Restricted cash, current	—		17,912
Cash and cash equivalents reported in current assets of discontinued operations	29		7,147
Total cash, cash equivalents and restricted cash shown in the condensed consolidated statements of cash flows	$	6,675	$	41,107

Schedule of Restrictions on Cash and Cash Equivalents

The following table provides a reconciliation of cash, cash equivalents and restricted cash reported within the condensed consolidated balance sheets, inclusive of $29 and $2,796 of cash and cash equivalents reported within current assets of discontinued operations as of March 31, 2024 and March 31, 2023 to the amounts shown in the condensed consolidated statements of cash flows.

	March 31, 2024		March 31, 2023
Cash and cash equivalents	$	6,646	$	16,048
Restricted cash, current	—		17,912
Cash and cash equivalents reported in current assets of discontinued operations	29		7,147
Total cash, cash equivalents and restricted cash shown in the condensed consolidated statements of cash flows	$	6,675	$	41,107

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Discontinued Operations (Tables)

3 Months Ended

Mar. 31, 2024

Discontinued Operations and Disposal Groups [Abstract]

Schedule of Discontinued Operations

The carrying amounts of the assets and liabilities of the discontinued operations were as follows:

	March 31, 2024		December 31, 2023
Assets
Current assets:
Cash and cash equivalents	$	29	$	7,147
Accounts receivable, net	8,556		26,412
Inventories, net	2,318		10,640
Prepaid expenses and other assets	5,941		6,468
Property and equipment, net	—		52,510
Total assets from discontinued operations	$	16,844	$	103,177
Liabilities
Current liabilities:
Accounts payable	$	73	$	12,741
Operating lease liabilities	—		2,851
Accrued expenses and other liabilities	559		3,210
Total liabilities from discontinued operations	$	632	$	18,802

The operating results of the discontinued operations, net of tax, were as follows:

	Three Months Ended March 31,
	2024		2023
Revenues	$	30,890	$	108,311
Cost of sales	27,107		99,829
Gross profit	3,783		8,482
Operating expenses:
Research and development	17		—
Selling, general and administrative expenses	1,639		4,394
Gain on divestiture of discontinued operations	(2,844)		—
Total operating expenses	(1,188)		4,394
Interest (income) expense, net	(27)		7
Other (income) expense, net	(33)		350
Net income from discontinued operations, before income taxes	5,031		3,731
Income tax expense	—		—
Net income from discontinued operations, before income taxes	$	5,031	$	3,731

Depreciation, amortization and significant operating and investing items in the condensed consolidated statements of cash flows for the discontinued operations are as follows:

	Three Months Ended March 31,
	2024		2023
Operating activities
Depreciation and amortization	$	399	$	1,789
Bad debt expense	1		(173)
Net gain on divestiture of discontinued operations	(2,844)		—
Investing activities
Payments for acquisitions of property and equipment	(141)		(283)
Net proceeds from divestiture	57,713		—

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Fair Value Measurements (Tables)

3 Months Ended

Mar. 31, 2024

Fair Value Disclosures [Abstract]

Schedule of Financial Instruments Measured at Fair Value

The following tables provide the financial instruments measured at fair value on a recurring basis based on the fair value hierarchy:

	March 31, 2024
	Level 1		Level 2		Level 3		Total
Assets
U.S. treasury securities	$	6,120	$	—	$	—	$	6,120
Corporate bonds	$	—	$	14,706	$	—	$	14,706
Preferred stock	—		3,026		—		3,026
Marketable securities	$	6,120	$	17,732	$	—	$	23,852
Liabilities
Warrant liabilities	$	233	$	33	$	1,152	$	1,418
Total liabilities	$	233	$	33	$	1,152	$	1,418

	December 31, 2023
	Level 1		Level 2		Level 3		Total
Assets
U.S. treasury securities	$	67	$	—	$	—	$	67
Corporate bonds	—		25,378		—		25,378
Preferred stock	—		7,407		—		7,407
Marketable securities	$	67	$	32,785	$	—	$	32,852
Liabilities
Warrant liabilities	$	201	$	30	$	955	$	1,186
Conversion option liabilities	—		—		5		5
Total liabilities	$	201	$	30	$	960	$	1,191

Schedule of Significant Inputs to Valuation of Level 3 Warrant and Conversion Liabilities

The significant inputs to the valuation of Level 3 warrant and conversion option liabilities as of March 31, 2024 were as follows:

	PIPE Investment Warrants			Private Placement Warrants			Convertible Notes Payable Warrants
Exercise Price	$	3.90		$	11.50		$	0.19
Stock Price	$	0.20		$	0.20		$	0.20
Volatility	119.1		%	119.0		%	120.0		%
Remaining term in years	2.99			2.75			2.75
Risk-free rate	4.4		%	4.1		%	4.5		%
Dividend yield	—		%	—		%	—		%

The significant inputs to the valuation of Level 3 warrant and conversion option liabilities as of December 31, 2023 were as follows:

	PIPE Investment Warrants			Private Placement Warrants			Convertible Notes Payable Warrants			Conversion Option Liabilities
Exercise Price	$	3.90		$	11.50		$	0.19		$	2.47
Stock Price	$	0.17		$	0.17		$	0.17		$	0.17
Volatility	113.0		%	119.0		%	112.5		%	97.6		%
Remaining term in years	3.24			2.75			3.00			1.00
Risk-free rate	4.0		%	4.1		%	4.0		%	4.8		%
Dividend yield	—		%	—		%	—		%	—		%

Schedule of Changes in Warrant and Conversion Option Liabilities

The following table summarizes the change in the warrant and conversion option liabilities categorized as Level 3 for the three months ended March 31, 2024 and 2023:

	Three Months Ended March 31, 2024
Balance, beginning of period	$	960
Changes in estimated fair value	192
Ending balance, March 31, 2024	$	1,152

	Three Months Ended March 31, 2023
Balance, beginning of period	$	26,907
Changes in estimated fair value	(18,436)
Ending balance, March 31, 2023	$	8,471

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Investments in Available-for-Sale Securities (Tables)

3 Months Ended

Mar. 31, 2024

Investments, Debt and Equity Securities [Abstract]

Schedule of Securities Classified as Available-for-Sale

Marketable securities classified as available-for-sale securities are summarized below:

	March 31, 2024
	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses		Fair Value
U.S. treasury securities	$	6,431	$	—	$	(2)	$	6,429
Corporate bonds	14,710		—		(277)		14,433
Preferred stock	3,085		2		(97)		2,990
Total Investments	$	24,226	$	2	$	(376)	$	23,852

	December 31, 2023
	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses		Fair Value
U.S. treasury securities	$	458	$	—	$	—	$	458
Corporate bonds	26,040		8		(1,015)		25,033
Preferred stock	7,839		—		(478)		7,361
Total Investments	$	34,337	$	8	$	(1,493)	$	32,852

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Derivatives (Tables)

3 Months Ended

Mar. 31, 2024

Derivative Instruments and Hedging Activities Disclosure [Abstract]

Schedule of Derivative Contracts

Our derivative contracts were as follows:

	March 31, 2024				December 31, 2023
	Asset Derivative		Liability Derivative		Asset Derivative		Liability Derivative
Soybeans	$	—	$	42	$	539	$	—
Soybean oil	—		3		—		180
Soybean meal	—		—		—		588
Effect of daily cash settlement	—		(45)		(539)		(768)
Net derivatives as classified in the balance sheet	$	—	$	—	$	—	$	—

Schedule of Pre-tax Gains and Losses

The tables below show the amounts of pre-tax gains and losses recognized in our condensed consolidated statements of operations related to the derivatives:

	Three Months Ended March 31, 2024						Three Months Ended March 31, 2023
	Gain (loss) realized on derivatives		Unrealized gain (loss) on derivatives		Total gain (loss) recognized in income		Gain (loss) realized on derivatives		Unrealized gain (loss) on derivatives		Total gain (loss) recognized in income
Soybeans	$	3,267	$	(581)	$	2,686	$	163	$	(827)	$	(664)
Soybean oil	(179)		177		(2)		407		(1)		406
Soybean meal	(1,860)		588		(1,272)		(3,333)		3,426		93
Total	$	1,228	$	184	$	1,412	$	(2,763)	$	2,598	$	(165)

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Inventories, Net (Tables)

3 Months Ended

Mar. 31, 2024

Inventory Disclosure [Abstract]

Schedule of Inventories, Net

Inventories, net consist of the following:

	March 31, 2024		December 31, 2023
Raw materials and supplies	$	4,181	$	7,137
Work-in-process	5,031		3,938
Finished goods	5,758		3,785
Total inventories	$	14,970	$	14,860

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Debt (Tables)

3 Months Ended

Mar. 31, 2024

Debt Disclosure [Abstract]

Schedule of Long-term Debt

	March 31, 2024		December 31, 2023
DDB Term Loan, due April 2026	$	5,972	$	6,256
DDB Equipment Loan, due July 2024	350		525
Convertible Notes Payable, due March 2024	—		59,310
Equipment Financing, due March 2025	391		488
Notes Payable, varying maturities through June 2026	58		64
Less: unamortized debt discount and debt issuance costs	—		(6,192)
	6,771		60,451
Less: current maturities of long-term debt	(1,897)		(55,201)
Long-term debt	$	4,874	$	5,250

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Accrued Expenses and Other Current Liabilities (Tables)

3 Months Ended

Mar. 31, 2024

Payables and Accruals [Abstract]

Schedule of Accrued Expenses and Other Current Liabilities

Accrued expenses and other current liabilities consist of the following:

	March 31, 2024		December 31, 2023
Payroll and employee benefits	$	3,925	$	6,148
Insurance premiums	158		58
Professional services	1,402		3,960
Research and development	486		258
Inventory	1,502		514
Interest	149		161
Contract liability	9,998		8,340
Other	2,753		1,913
	$	20,373	$	21,352

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Comprehensive Income (Tables)

3 Months Ended

Mar. 31, 2024

Equity [Abstract]

Schedule of Accumulated Other Comprehensive Income

The following table shows changes in accumulated other comprehensive income (“AOCI”) by component for the three months ended March 31, 2024 and 2023:

	Cumulative Foreign Currency Translation		Unrealized Gains/(Losses) on Marketable Securities		Total
Balance at December 31, 2023	$	(385)	$	(1,284)	$	(1,669)
Other comprehensive income before reclassifications	(13)		(44)		(57)
Amounts reclassified from AOCI	—		1,155		1,155
Other comprehensive income	(13)		1,111		1,098
Balance at March 31, 2024	$	(398)	$	(173)	$	(571)
Balance at December 31, 2022	$	(385)	$	(6,710)	$	(7,095)
Other comprehensive loss before reclassifications	—		(194)		(194)
Amounts reclassified from AOCI	—		1,050		1,050
Other comprehensive loss	—		856		856
Balance at March 31, 2023	$	(385)	$	(5,854)	$	(6,239)

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Loss Per Common Share (Tables)

3 Months Ended

Mar. 31, 2024

Earnings Per Share [Abstract]

Schedule of Anti-dilutive Common Share Equivalents

The weighted average share impact of warrants, stock options and restricted stock units that were excluded from the calculation of diluted shares outstanding due to us incurring a net loss for the three months ended March 31, 2024 and 2023 were as follows:

	Three Months Ended March 31,
	2024	2023
Anti-dilutive common share equivalents:
Warrants	165	—
Stock options	40	1,741
Restricted stock units	6,854	6,927
Total anti-dilutive common share equivalents	7,059	8,668

Schedule of Reconciliation of Basic and Diluted Loss per Common Share

The following table provides the reconciliation of net loss from continuing operations attributable to common stockholders and basic and diluted loss per common share by outlining the numerators and denominators of the computations:

	Three Months Ended March 31,
	2024		2023
Numerator:
Net loss from continuing operations	$	(26,314)	$	(6,785)
Denominator:
Weighted average common shares outstanding, basic and diluted	190,997		187,113
Net loss from continuing operations per common share, basic and diluted	$	(0.14)	$	(0.04)

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Segment Information (Tables)

3 Months Ended

Mar. 31, 2024

Segment Reporting [Abstract]

Schedule of Segment Information

Revenues and operating results for the three months ended March 31, 2024 and 2023 are as follows:

	Three Months Ended March 31,
	2024		2023
Revenues
Domestic	$	21,133	$	25,576
International	—		23,091
Total Revenues	$	21,133	$	48,667
Point in time	$	17,792	$	46,125
Over time	3,341		2,542
Total Revenues	$	21,133	$	48,667

The CODM uses Adjusted EBITDA to review and assess our operating performance. We define Adjusted EBITDA as net loss from continuing operations excluding income taxes, interest, depreciation, amortization, stock-based compensation, changes in fair value of warrants and conversion options, realized (gains) losses on marketable securities, goodwill and long-lived asset impairment, restructuring-related costs (including severance costs) and the impact of significant non-recurring items. Adjustments to reconcile net loss from continuing operations to Adjusted EBITDA for the three months ended March 31, 2024 and 2023 were as follows:

	Three Months Ended March 31,
	2024		2023
Net loss from continuing operations, net of income taxes	$	(26,314)	$	(6,785)
Interest expense, net	8,596		6,372
Income tax expense	—		15
Depreciation and amortization	3,827		3,474
Stock-based compensation	1,276		2,814
Changes in fair value of warrants and conversion option	227		(21,696)
Exit costs related to divestiture of Creston facility	2,888		—
Business transformation	324		—
Severance	1,074		112
Other	1,018		1,232
Total Adjusted EBITDA	$	(7,084)	$	(14,462)

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Description of Business (Details)		1 Months Ended	3 Months Ended
	Feb. 13, 2024 USD ($)	Nov. 30, 2023 USD ($)	Mar. 31, 2024 USD ($) opportunity	Mar. 31, 2023 USD ($)	May 07, 2024 USD ($)	Dec. 31, 2023 USD ($)	Oct. 31, 2023 USD ($)	Jun. 30, 2022 USD ($)	Dec. 31, 2021 USD ($)
Debt Instrument [Line Items]
Number of opportunities to monetize technology | opportunity			3
Net loss from continuing operations			$ 26,314,000	$ 6,785,000
Net cash used in operating activities			15,045,000	37,693,000
Capital expenditures			409,000	$ 2,680,000
Cash and marketable securities			30,498,000
Accumulated deficit			545,069,000			$ 523,786,000
Term debt and notes payable			6,771,000			$ 60,451,000
Severance			1,859,000
Term Debt and Notes Payable
Debt Instrument [Line Items]
Term debt and notes payable			$ 6,771,000
Convertible Notes Payable, due March 2024 | Convertible Notes Payable
Debt Instrument [Line Items]
Repayments of convertible note payable	$ 58,964,000	$ 58,391,000
Available borrowing							$ 100,000	$ 20,000,000	$ 100,000,000
DDB Term Loan, due April 2026 | Secured Debt | Credit Agreement | Subsequent Event
Debt Instrument [Line Items]
Available borrowing					$ 15,800,000

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Summary of Significant Accounting Policies (Details) - USD ($)		3 Months Ended
	Jun. 30, 2023	Mar. 31, 2024	Mar. 31, 2023
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Cash and cash equivalents		$ 6,646,000	$ 16,048,000
Restricted cash, current		0	17,912,000
Cash and cash equivalents reported in current assets of discontinued operations		29,000	7,147,000
Total cash, cash equivalents and restricted cash shown in the condensed consolidated statements of cash flows		6,675,000	41,107,000
Goodwill impairment	$ 19,226,000
Impairment charge		$ 0
Trade Names
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Preliminary estimated useful life		10 years
Developed Technology Rights
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Preliminary estimated useful life		13 years
Customer Relationships
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Preliminary estimated useful life		15 years
Stock Sale | J&J
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Cash and cash equivalents		$ 29,000	$ 2,796,000

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Discontinued Operations - Narrative (Details) $ in Thousands		3 Months Ended		12 Months Ended
	Feb. 13, 2024 USD ($) installment	Mar. 31, 2024 USD ($)	Mar. 31, 2023 USD ($)	Dec. 31, 2023 USD ($)	Oct. 31, 2023 USD ($)	Dec. 29, 2022 USD ($)
Promissory Note
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Fixed interest rate	8.00%
Stock Sale | Seymour, Indiana soybean crush facility
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Cash consideration					$ 35,397
Net gain on divestiture of discontinued operations				$ 18,970
Stock Sale | BHI
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Cash consideration	$ 52,500
Estimated working capital adjustment	19,671
Amount of holdback held by purchaser	3,413
Amount of carryback held by purchaser	$ 4,950
Number of installments | installment	4
Stock Sale | BHI | Minimum
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Term of TSA	4 months
Stock Sale | BHI | Maximum
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Term of TSA	6 months
Stock Sale | Creston Sale
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Net gain on divestiture of discontinued operations		$ 2,844
Stock Sale | J&J
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Cash consideration						$ 3,000
Purchase price						$ 18,000
Total assets from discontinued operations		479		601
Total liabilities from discontinued operations		916		$ 559
Net (loss) income		$ (413)	$ 1,791
Revenues			22,335
Cost of sales			18,733
Operating expenses			$ 1,454

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Discontinued Operations - Schedule of Carrying Amounts of Assets and Liabilities of Discontinued Operations (Details) - USD ($) $ in Thousands	Mar. 31, 2024	Dec. 31, 2023
Current assets:
Total assets from discontinued operations	$ 16,844	$ 103,177
Current liabilities:
Total liabilities from discontinued operations	632	18,802
Stock Sale | Combined results of discontinued operations
Current assets:
Cash and cash equivalents	29	7,147
Accounts receivable, net	8,556	26,412
Inventories, net	2,318	10,640
Prepaid expenses and other assets	5,941	6,468
Property and equipment, net	0	52,510
Total assets from discontinued operations	16,844	103,177
Current liabilities:
Accounts payable	73	12,741
Operating lease liabilities	0	2,851
Accrued expenses and other liabilities	559	3,210
Total liabilities from discontinued operations	$ 632	$ 18,802

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Discontinued Operations - Operating Results of the Discontinued Operations (Details) - Combined results of discontinued operations - Stock Sale - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Revenues	$ 30,890	$ 108,311
Cost of sales	27,107	99,829
Gross profit	3,783	8,482
Operating expenses:
Research and development	17	0
Selling, general and administrative expenses	1,639	4,394
Gain on divestiture of discontinued operations	(2,844)	0
Total operating expenses	(1,188)	4,394
Interest (income) expense, net	(27)	7
Other (income) expense, net	(33)	350
Net income from discontinued operations, before income taxes	5,031	3,731
Income tax expense	0	0
Net income from discontinued operations, before income taxes	$ 5,031	$ 3,731

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Discontinued Operations - Consolidated Statement of Cash Flows for the Discontinued Operations (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Investing activities
Net proceeds from divestiture	$ 57,713	$ 0
Stock Sale | Combined results of discontinued operations
Operating activities
Depreciation and amortization	399	1,789
Bad debt expense	1	(173)
Net gain on divestiture of discontinued operations	(2,844)	0
Investing activities
Payments for acquisitions of property and equipment	(141)	(283)
Net proceeds from divestiture	$ 57,713	$ 0

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Fair Value Measurements - Narratives (Details) - USD ($) $ / shares in Units, $ in Thousands	Mar. 31, 2024	Dec. 31, 2023
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Cash and cash equivalents	$ 6,646	$ 8,934
Level 2 | Public Warrant
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Public warrant liabilities transferred from level 1 to level 2		30
Level 3
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Fair value of long-term debt	$ 6,771	$ 64,336
Convertible Notes Payable, due March 2024 | First period | Convertible Notes Payable
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Conversion stock price (in usd per share)		$ 0.19

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Fair Value Measurements - Schedule of Financial Instruments Measured at Fair Value (Details) - USD ($) $ in Thousands	Mar. 31, 2024	Dec. 31, 2023
Liabilities
Conversion option liabilities	$ 0	$ 5
Corporate bonds
Assets
Debt securities	14,433	25,033
Preferred stock
Assets
Preferred stock	2,990	7,361
Recurring
Assets
Marketable securities	23,852	32,852
Liabilities
Total liabilities	1,418	1,191
Recurring | U.S. treasury securities
Assets
Debt securities	6,120	67
Recurring | Corporate bonds
Assets
Debt securities	14,706	25,378
Recurring | Preferred stock
Assets
Preferred stock	3,026	7,407
Recurring | Warrant liabilities
Liabilities
Warrant liabilities	1,418	1,186
Recurring | Conversion option liabilities
Liabilities
Conversion option liabilities		5
Recurring | Level 1
Assets
Marketable securities	6,120	67
Liabilities
Total liabilities	233	201
Recurring | Level 1 | U.S. treasury securities
Assets
Debt securities	6,120	67
Recurring | Level 1 | Corporate bonds
Assets
Debt securities	0	0
Recurring | Level 1 | Preferred stock
Assets
Preferred stock	0	0
Recurring | Level 1 | Warrant liabilities
Liabilities
Warrant liabilities	233	201
Recurring | Level 1 | Conversion option liabilities
Liabilities
Conversion option liabilities		0
Recurring | Level 2
Assets
Marketable securities	17,732	32,785
Liabilities
Total liabilities	33	30
Recurring | Level 2 | U.S. treasury securities
Assets
Debt securities	0	0
Recurring | Level 2 | Corporate bonds
Assets
Debt securities	14,706	25,378
Recurring | Level 2 | Preferred stock
Assets
Preferred stock	3,026	7,407
Recurring | Level 2 | Warrant liabilities
Liabilities
Warrant liabilities	33	30
Recurring | Level 2 | Conversion option liabilities
Liabilities
Conversion option liabilities		0
Recurring | Level 3
Assets
Marketable securities	0	0
Liabilities
Total liabilities	1,152	960
Recurring | Level 3 | U.S. treasury securities
Assets
Debt securities	0	0
Recurring | Level 3 | Corporate bonds
Assets
Debt securities	0	0
Recurring | Level 3 | Preferred stock
Assets
Preferred stock	0	0
Recurring | Level 3 | Warrant liabilities
Liabilities
Warrant liabilities	$ 1,152	955
Recurring | Level 3 | Conversion option liabilities
Liabilities
Conversion option liabilities		$ 5

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Fair Value Measurements - Schedule of Significant Inputs to Valuation of Level 3 Warrant and Conversion Liabilities (Details) - Level 3	Mar. 31, 2024 $ / shares	Dec. 31, 2023 $ / shares
Exercise Price | Convertible Notes Payable Warrants
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants measurement input	0.19	0.19
Exercise Price | Conversion Option Liabilities
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Conversion liability measurement input		2.47
Exercise Price | PIPE Investment Warrants
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants measurement input	3.90	3.90
Exercise Price | Private Placement Warrants
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants measurement input	11.50	11.50
Stock Price | Convertible Notes Payable Warrants
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants measurement input	0.20	0.17
Stock Price | Conversion Option Liabilities
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Conversion liability measurement input		0.17
Stock Price | PIPE Investment Warrants
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants measurement input	0.20	0.17
Stock Price | Private Placement Warrants
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants measurement input	0.20	0.17
Volatility | Convertible Notes Payable Warrants
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants measurement input	1.200	1.125
Volatility | Conversion Option Liabilities
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Conversion liability measurement input		0.976
Volatility | PIPE Investment Warrants
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants measurement input	1.191	1.130
Volatility | Private Placement Warrants
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants measurement input	1.190	1.190
Remaining term in years | Convertible Notes Payable Warrants
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants term	2 years 9 months	3 years
Remaining term in years | Conversion Option Liabilities
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Conversion liability term		1 year
Remaining term in years | PIPE Investment Warrants
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants term	2 years 11 months 26 days	3 years 2 months 26 days
Remaining term in years | Private Placement Warrants
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants term	2 years 9 months	2 years 9 months
Risk-free rate | Convertible Notes Payable Warrants
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants measurement input	0.045	0.040
Risk-free rate | Conversion Option Liabilities
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Conversion liability measurement input		0.048
Risk-free rate | PIPE Investment Warrants
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants measurement input	0.044	0.040
Risk-free rate | Private Placement Warrants
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants measurement input	0.041	0.041
Dividend yield | Convertible Notes Payable Warrants
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants measurement input	0	0
Dividend yield | Conversion Option Liabilities
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Conversion liability measurement input		0
Dividend yield | PIPE Investment Warrants
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants measurement input	0	0
Dividend yield | Private Placement Warrants
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants measurement input	0	0

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Fair Value Measurements - Schedule of Changes in Warrant and Conversion Option Liabilities (Details) - Warrant Liabilities - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Balance, beginning of period	$ 960	$ 26,907
Changes in estimated fair value	192	(18,436)
Ending balance	$ 1,152	$ 8,471

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Investments in Available-for-Sale Securities - Schedule of Securities Classified as Available-for-Sale (Details) - USD ($) $ in Thousands	Mar. 31, 2024	Dec. 31, 2023
Preferred stock
Total Investments, Amortized Cost	$ 24,226	$ 34,337
Total Investments, Gross Unrealized Gains	2	8
Total Investments, Gross Unrealized Losses	(376)	(1,493)
Total Investments, Fair Value	23,852	32,852
U.S. treasury securities
Debt Securities
Amortized Cost	6,431	458
Gross Unrealized Gains	0	0
Gross Unrealized Losses	(2)	0
Fair Value	6,429	458
Corporate bonds
Debt Securities
Amortized Cost	14,710	26,040
Gross Unrealized Gains	0	8
Gross Unrealized Losses	(277)	(1,015)
Fair Value	14,433	25,033
Preferred stock
Preferred stock
Amortized Cost	3,085	7,839
Gross Unrealized Gains	2	0
Gross Unrealized Losses	(97)	(478)
Fair Value	$ 2,990	$ 7,361

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Investments in Available-for-Sale Securities - Narrative (Details) - USD ($) $ in Thousands	Mar. 31, 2024	Dec. 31, 2023
Investments, Debt and Equity Securities [Abstract]
Fair value of investments with unrealized losses, less than a year	$ 14,671	$ 6,887
Fair value of investments with unrealized losses, more than a year	6,036	$ 21,543
Marketable securities with maturity one year	14,524
Marketable securities maturity one to five years	$ 9,328

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Derivatives - Narratives (Details) lb in Thousands, bu in Thousands	3 Months Ended
	Mar. 31, 2024 USD ($) lb bu	Dec. 31, 2023 USD ($)
Price Risk Derivatives [Line Items]
Fair value, cash-settled on a daily basis	$ 0
Current asset representing excess cash collateral posted to a margin account	$ 1,138,000	$ 992,000
Soybeans
Price Risk Derivatives [Line Items]
Financial futures | bu	2,160
Aggregate notional amount | lb	47

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Derivatives - Derivative Contracts (Details) - USD ($) $ in Thousands	Mar. 31, 2024	Dec. 31, 2023
Asset Derivative
Effect of daily cash settlement	$ 0	$ (539)
Net derivatives as classified in the balance sheet	0	0
Liability Derivative
Effect of daily cash settlement	(45)	(768)
Net derivatives as classified in the balance sheet	0	0
Soybeans
Asset Derivative
Soybeans	0	539
Liability Derivative
Soybeans	42	0
Soybean oil
Asset Derivative
Soybeans	0	0
Liability Derivative
Soybeans	3	180
Soybean meal
Asset Derivative
Soybeans	0	0
Liability Derivative
Soybeans	$ 0	$ 588

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Derivatives - Pre-tax Gains and Losses (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Derivative [Line Items]
Gain (loss) realized on derivatives	$ 1,228	$ (2,763)
Unrealized gain (loss) on derivatives	184	2,598
Total gain (loss) recognized in income	1,412	(165)
Soybeans
Derivative [Line Items]
Gain (loss) realized on derivatives	3,267	163
Unrealized gain (loss) on derivatives	(581)	(827)
Total gain (loss) recognized in income	2,686	(664)
Soybean oil
Derivative [Line Items]
Gain (loss) realized on derivatives	(179)	407
Unrealized gain (loss) on derivatives	177	(1)
Total gain (loss) recognized in income	(2)	406
Soybean meal
Derivative [Line Items]
Gain (loss) realized on derivatives	(1,860)	(3,333)
Unrealized gain (loss) on derivatives	588	3,426
Total gain (loss) recognized in income	$ (1,272)	$ 93

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Inventories, Net (Details) - USD ($) $ in Thousands	Mar. 31, 2024	Dec. 31, 2023
Inventory Disclosure [Abstract]
Raw materials and supplies	$ 4,181	$ 7,137
Work-in-process	5,031	3,938
Finished goods	5,758	3,785
Total inventories	$ 14,970	$ 14,860

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Debt - Schedule of Long-term Debt (Details) - USD ($) $ in Thousands	Mar. 31, 2024	Dec. 31, 2023
Debt Instrument [Line Items]
Less: unamortized debt discount and debt issuance costs	$ 0	$ (6,192)
Long-term debt	6,771	60,451
Less: current maturities of long-term debt	(1,897)	(55,201)
Long-term debt	4,874	5,250
Long-Term Debt
Debt Instrument [Line Items]
Less: current maturities of long-term debt	(1,897)	(55,201)
Secured Debt | Equipment Financing, due March 2025
Debt Instrument [Line Items]
Long-term debt, less current portion	391	488
Convertible Notes Payable | Convertible Notes Payable, due March 2024
Debt Instrument [Line Items]
Long-term debt, less current portion	0	59,310
Notes Payable | Notes Payable, varying maturities through June 2026
Debt Instrument [Line Items]
Long-term debt, less current portion	58	64
Credit Agreement | Secured Debt | DDB Term Loan, due April 2026
Debt Instrument [Line Items]
Long-term debt, less current portion	5,972	6,256
Credit Agreement | Secured Debt | DDB Equipment Loan, due July 2024
Debt Instrument [Line Items]
Long-term debt, less current portion	$ 350	$ 525

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Debt - Narratives (Details)					1 Months Ended							3 Months Ended
	Feb. 13, 2024 USD ($)	Sep. 30, 2023	Oct. 31, 2022	Apr. 30, 2019 USD ($)	Nov. 30, 2023 USD ($)	Oct. 31, 2023 USD ($)	Mar. 31, 2023	Nov. 30, 2022	Mar. 31, 2022 USD ($)	Dec. 31, 2021 USD ($) day $ / shares	Apr. 30, 2019 USD ($)	Mar. 31, 2024 USD ($)	Mar. 31, 2023 USD ($)	Jun. 30, 2022 USD ($)
Debt Instrument [Line Items]
Borrowing under revolving line of credit												$ 1,708,000	$ 0
Secured Debt | Credit Agreement
Debt Instrument [Line Items]
Maximum amount guaranteed				$ 7,000,000							$ 7,000,000
Secured Debt | Credit Agreement | DDB Term Loan, due April 2026
Debt Instrument [Line Items]
Aggregate principal amount				$ 14,000,000							14,000,000
Debt term				5 years
Equal quarterly installments											284,000
Remaining balance				$ 5,972,000							5,972,000
Secured Debt | Credit Agreement | DDB Equipment Loan, due July 2024
Debt Instrument [Line Items]
Aggregate principal amount				$ 3,500,000							3,500,000
Debt term				5 years
Equal quarterly installments											175,000
Secured Debt | Credit Agreement | DDB Term Loan and DDB Equipment Loan | Prime Rate
Debt Instrument [Line Items]
Variable rate												0.75%
Revolver | Credit Agreement | DDB Revolver
Debt Instrument [Line Items]
Available borrowing				$ 6,000,000							$ 6,000,000
Revolver | Credit Agreement | DDB Revolver | Prime Rate
Debt Instrument [Line Items]
Variable rate												0.25%
Convertible Notes Payable | Convertible Notes Payable, due March 2024
Debt Instrument [Line Items]
Available borrowing						$ 100,000				$ 100,000,000				$ 20,000,000
Available borrowing										80,000,000
Borrowing under revolving line of credit										$ 80,000,000
Milestone achievement extension										36 months
Minimum liquidity covenant requirement			6 months					4 months
Designated interest rate								0.25%
Final balloon payment							2.00%
Prepayment fee						1.00%
Final payment		12.70%				17.70%
Payment period						1 day
Prepayment net closing proceeds percent						100.00%
Unrestricted cash						$ 20,000,000
Debt redemption maximum										$ 20,000,000
Consecutive trading days | day										7
Trading volume conversion maximum										20.00%
Consecutive trading days | day										22
Shares outstanding conversion maximum										2.50%
Repayments of convertible note payable	$ 58,964,000				$ 58,391,000
Write-off of unamortized debt discounts and debt issuance costs												$ 1,638,000
Convertible Notes Payable | Convertible Notes Payable, due March 2024 | Avenue Capital Management II, L.P
Debt Instrument [Line Items]
Repayments of convertible note payable	$ 59,000,000
Convertible Notes Payable | Convertible Notes Payable, due March 2024 | Second period
Debt Instrument [Line Items]
Stated rate										5.75%
Interest only extension term										12 months
Gross proceeds										$ 20,000,000
Common stock trading day | day										14
Convertible Notes Payable | Convertible Notes Payable, due March 2024 | Third period
Debt Instrument [Line Items]
Interest only extension term										24 months
Convertible Notes Payable | Convertible Notes Payable, due March 2024 | First period
Debt Instrument [Line Items]
Conversion stock price (in usd per share) | $ / shares										$ 2.47
Convertible Notes Payable | Convertible Notes Payable, due March 2024 | Minimum
Debt Instrument [Line Items]
Minimum liquidity covenant requirement						4 years
Conversion term										6 months
Convertible Notes Payable | Convertible Notes Payable, due March 2024 | Maximum
Debt Instrument [Line Items]
Minimum liquidity covenant requirement						6 years
Conversion term										42 months
Convertible Notes Payable | Convertible Notes Payable, due March 2024 | Prime Rate
Debt Instrument [Line Items]
Variable rate							7.75%			3.25%
Notes Payable
Debt Instrument [Line Items]
Equity financing liability amount									$ 1,160,000
Proceeds recorded as financing liability									$ 33,000
Financing arrangement term									36 months

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Accrued Expenses and Other Current Liabilities (Details) - USD ($) $ in Thousands	Mar. 31, 2024	Dec. 31, 2023
Payables and Accruals [Abstract]
Payroll and employee benefits	$ 3,925	$ 6,148
Insurance premiums	158	58
Professional services	1,402	3,960
Research and development	486	258
Inventory	1,502	514
Interest	149	161
Contract liability	9,998	8,340
Other	2,753	1,913
Total	$ 20,373	$ 21,352

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Income Taxes (Details)	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Income Tax Disclosure [Abstract]
Effective income tax rate	0.00%	0.00%

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Comprehensive Income (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
AOCI Attributable to Parent, Net of Tax [Roll Forward]
Beginning balance	$ 86,043	$ 193,902
Other comprehensive income (loss) before reclassifications	(57)	(194)
Amounts reclassified from AOCI	1,155	1,050
Total other comprehensive income	1,098	856
Ending balance	67,246	194,639
Cumulative Foreign Currency Translation
AOCI Attributable to Parent, Net of Tax [Roll Forward]
Beginning balance	(385)	(385)
Other comprehensive income (loss) before reclassifications	(13)	0
Amounts reclassified from AOCI	0	0
Total other comprehensive income	(13)	0
Ending balance	(398)	(385)
Unrealized Gains/(Losses) on Marketable Securities
AOCI Attributable to Parent, Net of Tax [Roll Forward]
Beginning balance	(1,284)	(6,710)
Other comprehensive income (loss) before reclassifications	(44)	(194)
Amounts reclassified from AOCI	1,155	1,050
Total other comprehensive income	1,111	856
Ending balance	(173)	(5,854)
AOCI Attributable to Parent
AOCI Attributable to Parent, Net of Tax [Roll Forward]
Beginning balance	(1,669)	(7,095)
Ending balance	$ (571)	$ (6,239)

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Loss Per Common Share - Anti-dilutive Common Share Equivalents (Details) - shares shares in Thousands	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Anti-dilutive common share equivalents (in shares)	7,059	8,668
Warrants
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Anti-dilutive common share equivalents (in shares)	165	0
Stock options
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Anti-dilutive common share equivalents (in shares)	40	1,741
Restricted stock units
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Anti-dilutive common share equivalents (in shares)	6,854	6,927

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Loss Per Common Share - Reconciliation of Basic and Diluted Loss per Common Share (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Numerator:
Net loss from continuing operations	$ (26,314)	$ (6,785)
Denominator:
Weighted average common shares outstanding, basic (in shares)	190,997	187,113
Weighted average common shares outstanding, diluted (in shares)	190,997	187,113
Net loss from continuing operations per common share, basic (in usd per share)	$ (0.14)	$ (0.04)
Net loss from continuing operations per common share, diluted (in usd per share)	$ (0.14)	$ (0.04)

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Commitments and Contingencies (Details) bu in Thousands, $ in Thousands	3 Months Ended
	Mar. 31, 2024 USD ($) bu
Commitments and Contingencies Disclosure [Abstract]
Inventory	$ 26,070
Purchase obligation due within one year	$ 22,973
Purchase commitment (bushels) | bu	988

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Segment Information - Narratives (Details)	3 Months Ended
	Mar. 31, 2024 segment
Segment Reporting [Abstract]
Operating segments	1
Reportable segments	1

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Segment Information - Schedule of Segment Information (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Segment Reporting, Revenue Reconciling Item [Line Items]
Revenues	$ 21,133	$ 48,667
Net loss from continuing operations, net of income taxes	(26,314)	(6,785)
Income tax expense	0	15
Depreciation and amortization	4,226	5,263
Changes in fair value of warrants and conversion option	227	(21,696)
Exit costs related to divestiture of Creston facility	2,888	0
Business transformation	324	0
Severance	1,859
Total Adjusted EBITDA	(7,084)	(14,462)
Adjustments to reconcile
Segment Reporting, Revenue Reconciling Item [Line Items]
Interest expense, net	8,596	6,372
Income tax expense	0	15
Depreciation and amortization	3,827	3,474
Stock-based compensation	1,276	2,814
Changes in fair value of warrants and conversion option	227	(21,696)
Severance	1,074	112
Other	1,018	1,232
Point in time
Segment Reporting, Revenue Reconciling Item [Line Items]
Revenues	17,792	46,125
Over time
Segment Reporting, Revenue Reconciling Item [Line Items]
Revenues	3,341	2,542
Domestic
Segment Reporting, Revenue Reconciling Item [Line Items]
Revenues	21,133	25,576
International
Segment Reporting, Revenue Reconciling Item [Line Items]
Revenues	$ 0	$ 23,091

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Subsequent Events (Details)		3 Months Ended
	May 07, 2024 USD ($)	Mar. 31, 2024 USD ($)	Mar. 31, 2023 USD ($)	Apr. 30, 2019 USD ($)
Subsequent Event [Line Items]
Borrowing under revolving line of credit		$ 1,708,000	$ 0
DDB Revolver | Revolving Credit Facility | Credit Agreement
Subsequent Event [Line Items]
Revolving credit facility, maximum borrowing capacity				$ 6,000,000
DDB Revolver | Revolving Credit Facility | Credit Agreement | Prime Rate
Subsequent Event [Line Items]
Variable rate		0.25%
Subsequent Event | Indirect Guarantee of Indebtedness | Benson Hill Holdings, Inc.
Subsequent Event [Line Items]
Guarantor limit	$ 8,000,000
Subsequent Event | DDB Revolver | Revolving Credit Facility | Credit Agreement
Subsequent Event [Line Items]
Revolving credit facility, maximum borrowing capacity	6,000
Debt covenant	$ 7,000,000
Debt instrument covenant percent	0.50
Debt Instrument Covenant, Maximum Distributions	$ 10,000,000
Subsequent Event | DDB Term Loan, due April 2026 | Secured Debt | Credit Agreement
Subsequent Event [Line Items]
Revolving credit facility, maximum borrowing capacity	15,800,000
Line of credit facility, periodic payment	$ 395,000
Subsequent Event | DDB Term Loan, due April 2026 | Secured Debt | Credit Agreement | Prime Rate
Subsequent Event [Line Items]
Variable rate	1.00%
Subsequent Event | DDB Term Loan, due April 2026 | Revolving Credit Facility | Prime Rate
Subsequent Event [Line Items]
Variable rate	0.25%