Golden Growers Cooperative: FORM 10-K - Filed by EDGARhub LLC

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 UNITED STATES

 SECURITIES AND EXCHANGE COMMISSION

 Washington, D.C. 20549

 FORM 10-K/A
 (Amendment No. 1)

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

 For the fiscal year ended December 31, 2024

 or

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

 ____________________________
Commission File No.:
 000-53957 ___________________________

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

 Minnesota

 27-1312571

 (State of incorporation)

 (I.R.S. Employer Identification Number)

 1002 Main Avenue W, Suite 5

 West Fargo, ND 58078

 701 - 281-0468

 (Address of principal executive offices)

 (Registrant's telephone number)

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

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

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

 Yes No

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

 Yes No

the registrant (1) has filed all reports required to be filed by Section 13 or
15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or
for such shorter period that the Registrant was required to file such reports),
and (2) has been subject to such filing requirements for the past 90 days.

 Yes No

the registrant has submitted electronically every Interactive Data File required
to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this
chapter) during the preceding 12 months (or for such shorter period that the
registrant was required to submit such files).

 Yes No

the registrant is a large accelerated filer, an accelerated filer, a
non-accelerated filer, smaller reporting company, or an emerging growth company.
See the definitions of "large accelerated filer," "accelerated filer," "smaller
reporting company" and "emerging growth company" in Rule 12b-2 of the Exchange
Act.

 Large accelerated filer

 Accelerated filer

 Non-accelerated filer

 Smaller reporting company

 Emerging growth company

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

the registrant has filed a report on and attestation to its management ™s
assessment of the effectiveness of its internal control over financial reporting
under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the
registered public accounting firm that prepared or issued its audit
report.

 If securities are registered
pursuant to Section 12(b) of the Act, indicate by check mark whether the
financial statements of the registrant included in the filing reflect the
correction of an error to previously issued financial statements.

any of those error corrections are restatements that required a recovery
analysis of incentive-based compensation received by any of the registrant's
executive officers during the relevant recovery period pursuant to §
240.10D -1(b).

the registrant is a shell company (as defined in rule 12b-2 of the Act).

 Yes
 No

 As of September 17, 2025, the
registrant had 15,490,480 Units issued and outstanding. There is no established
public market for the registrant's Units. Although there is a limited, private
market for the registrant's Units, the registrant does not obtain information
regarding the transfer price in transactions between its members and therefore
is unable to estimate the aggregate market value of the registrant's Units held
by non-affiliates.

 DOCUMENTS INCORPORATED BY REFERENCE: NONE

 EXPLANATORY NOTE

 Golden Growers Cooperative (the "Cooperative") is filing this
Amendment No. 1 (the "Amendment") to its Annual Report on Form 10-K for the
fiscal year ended December 31, 2024, which was originally filed with the
Securities and Exchange Commission (the "Commission") on March 18, 2025 (the
"Original Filing"), for the purpose of amending Item 8 of the original Form 10-K
to include the Report of Independent Registered Public Accounting Firm of Widmer
Roel PC, which includes an audit report that reflects Widmer Roel PC's audit of
and opinion on the Cooperative's financial statements as of and for the year
ended December 31, 2023, as set forth on page A-1 of this Amendment.

 In accordance with Rule 12b-15 under the Securities Exchange
Act of 1934, this Amendment also includes currently dated certifications from
the Cooperative's principal executive officer and principal financial officer as
required by Sections 302 and 906 of the Sarbanes-Oxley Act of 2002. As required
by the rules of the Commission, this Amendment sets forth an amended
"Item 15. Exhibits, Financial Statement Schedules" in its entirety,
which includes the currently dated certifications of the Cooperative's
principal executive officer and principal financial officer as Exhibits 31.1 and
32.1. This Amendment does not otherwise update any exhibits of the Original
Filing.

 Except as described above, no other changes have been made to
the Original Filing. The Original Filing continues to speak as of the dates
described in the Original Filing, and the Cooperative has not updated the
disclosures contained therein to reflect any events that occurred subsequent to
such dates. Accordingly, this Amendment should be read in conjunction with the
Cooperative's filings made with the Commission subsequent to the filing of the
Original Filing, as information in such filings may update or supersede certain
information contained in this Amendment.

 Page

 Item
 8.

 FINANCIAL
 STATEMENTS AND SUPPLEMENTAL DATA

 Item 15.

 EXHIBITS
 AND FINANCIAL STATEMENT SCHEDULES

 Item 8. FINANCIAL STATEMENTS AND SUPPLEMENTAL DATA

 The financial statements have
been prepared in accordance with generally accepted accounting principles and
are included in Appendix A of this report.

 Item 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

 (a)

 Documents filed as part of this
 report.

 1.

 Financial Statements

 Report of Independent Registered
 Public Accounting Firm (Haynie & Company, PCAOB #457)

 Report of Independent Registered
 Public Accounting Firm (Widmer Roel, PC, PCAOB #729)

 Balance Sheets as of December 31,
 2024 and 2023

 Statements of Operations and
 Comprehensive Income for the Years Ended December 31, 2024, 2023 and 2022

 Statements of Changes in Members'
 Equity for the Years Ended December 31, 2024, 2023 and 2022

 Statements of Cash Flows for the
 Years Ended December 31, 2024, 2023 and 2022

 Notes to the Financial Statements

 2.

 Financial Statement Schedules

 Not applicable.

 3.

 Exhibits.

 Exhibit No.

 Exhibit Description

 2.1

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

 2.2

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

 3.1

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

 3.2

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

 3.3

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

 3.4

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

 3.5

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

 4.1

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

 Exhibit
 No.

 Exhibit Description

 10.1

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

 10.2

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

 10.3

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

 10.4

 Operating Agreement of ProGold Limited Liability Company
 is incorporated by reference to Exhibit 10.5 from the Cooperative's
 Registration Statement on Form 10 filed April 30, 2010.

 10.5

 Amendment to ProGold Limited Liability Company Member
 Control Agreement between Golden Growers Cooperative and American Crystal
 Sugar Company dated April 4, 2017 is incorporated by reference to Exhibit
 10.7 from the Cooperative's Form 10-Q filed May 12, 2017.

 10.6

 Second Amended and Restated Grain Services Agreement
 between Golden Growers Cooperative and Cargill, Incorporated dated July 1,
 2017 is incorporated by reference to Exhibit 10.6 from the Cooperative's
 Form 10-K filed March 9, 2018.

 10.7

 Second Amended and Restated Corn Supply Agreement between
 Golden Growers Cooperative and Cargill, Incorporated dated July 1, 2017 is
 incorporated by reference to Exhibit 10.7 from the Cooperative's Form 10-K
 filed March 9, 2018.

 10.8

 Consent Agreement among Golden Growers Cooperative,
 Cargill Incorporated, and American Crystal Sugar Company dated April 4,
 2017 is incorporated by reference to Exhibit 10.1 from the Cooperative's
 Current Report on Form 8-K filed April 10, 2017.

 24.1

 Power of Attorney (included on the "Signatures" page of
 this Annual Report on Form 10-K).

 31.1

 Certification of Chief Executive Officer and Chief
 Financial Officer pursuant to Securities Exchange Act Rule 17 CFR
 13a-14(a) – filed herewith.

 32.1

 Certification of Chief Executive Officer and Chief
 Financial Officer pursuant to 18 U.S.C. Section 1350 – filed herewith.

 99.1

 Audited Financial Statements of ProGold Limited Liability
 Company for the period ended December 31, 2022 is incorporated by
 reference to Exhibit 99.2 from the Cooperative's Form 10 - K filed March
 8, 2023.

 99.2

 Audited Financial Statements of ProGold Limited Liability
 Company for the year ended December 31, 2023 is incorporated by reference
 to Exhibit 99.3 from the Cooperative's Form 10 - K filed March 15, 2024.

 99.3

 Audited Financial Statements of ProGold Limited Liability
 Company for the year ended December 31, 2024 – filed herewith.

 The following materials from this report, formatted in
 herewith: (i) Balance Sheets at December 31, 2024 and December 31, 2023;
 (ii) Statements of Operations for the years ended December 31, 2024, 2023
 and 2022; (iii) Statements of Comprehensive Income for the Years Ended
 December 31, 2024, 2023 and 2022; (iv) Statement of Changes in Members'
 Equity and Comprehensive Income for the years ended December 31, 20234,
 2023 and 2022; (v) Statements of Cash Flows for the years ended December
 31, 2024, 2023 and 2022; and (vi) Notes to Financial Statements.

 Exhibit
 No.

 Exhibit Description

 Cover Page Interactive Data

 SIGNATURES

 Pursuant to the requirements of
Section 13 or 15 of the Securities Exchange Act of 1934, the registrant has duly
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.

 Power of Attorney

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

 Dated: September 17, 2025

 By:

 /S/
 Scott Stofferahn

 Scott Stofferahn

 Executive Vice President, Chief Executive
 Officer and

 Chief Financial Officer

 Pursuant to the requirements of
the Securities Exchange Act of 1934, this report has been signed below by the
following persons on behalf of the registrant and in the capacities indicated
and as of September 17, 2025.

 *

 *

 Nicolas Pyle (Chairperson)

 David Kragnes (Vice Chairperson)

 *

 *

 Blane Benedict (Director, Secretary)

 Richard Bot (Director)

 *

 /S/ Chris Johnson

 Mark Harless (Director)

 Chris Johnson (Director)

 /S/ Glenn Johnson

 *

 Glenn Johnson (Director)

 Brady Koehl (Director)

 *

 Larry Vipond (Director, Treasurer)

 * By:

 /s/
 Scott Stofferahn

 Scott Stofferahn, as attorney-in-fact

 APPENDIX A

 INDEX TO THE CONSOLIDATED FINANCIAL STATEMENTS GOLDEN GROWERS COOPERATIVE FINANCIAL STATEMENTS

 Report
 of Independent Registered Public Accounting Firm (Haynie & Company,
 PCAOB # 457)

 A-1

 Report
 of Independent Registered Public Accounting Firm (Widmer Roel, PC, PCAOB
 # 729)

 A-2

 Balance
 Sheets as of December, 31, 2024 and 2023

 A-3

 Statements
 of Operations and Comprehensive Income for the Years Ended December 31,
 2024, 2023 and 2022

 A-4

 Statements
 of Changes in Members' Equity for the Years Ended December 31, 2024, 2023
 and 2022

 A-5

 Statements
 of Cash Flows for the Years Ended December 31, 2024, 2023 and 2022

 A-6

 Notes to
 the Financial Statements

 A-7

 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 To the Audit Committee, Board of Directors, and Members

Golden Growers Cooperative
West Fargo, North Dakota

 Opinion on the Financial Statements

 We have audited the accompanying balance sheet of Golden
Growers Cooperation (the Company) as of December 31, 2024, and the related
statements of operations, comprehensive income, changes in members' equity, and
cash flows for the year then ended, and the related notes (collectively referred
to as the financial statements). In our opinion, the financial statements
present fairly, in all material respects, the financial position of the Company
as of December 31, 2024, and the results of its operations and its cash flows
for the year ended December 31, 2024, in conformity with accounting principles
generally accepted in the United States of America.

 The Company's balance sheet as of December 31, 2023 and the
related statements of operations, comprehensive income, changes in members'
equity and cash flows for each of the two years in the period ended December31,
2023 were audited by other auditors whose report dated March 12, 2024, expressed
an unqualified opinion on those financial statements.

 Basis for Opinion

 These financial statements are the responsibility of the
Company's management. Our responsibility is to express an opinion on the
Company's financial statements based on our audit. We are a public accounting
firm registered with the Public Company Accounting Oversight Board (United
States) (PCAOB) and are required to be independent with respect to the Company
in accordance with the U.S. federal securities laws and the applicable rules and
regulations of the Securities and Exchange Commission and the PCAOB.

 We conducted our audit in accordance with the standards of the
PCAOB. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement, whether due to error or fraud. The Company is not required to
have, nor were we engaged to perform, an audit of its internal control over
financial reporting. As part of our audit, we are required to obtain an
understanding of internal control over financial reporting, but not for the
purpose of expressing an opinion on the effectiveness of the Company's internal
control over financial reporting. Accordingly, we express no such opinion.

 Our audit included performing procedures to assess the risks of
material misstatement of the financial statements, whether due to error or
fraud, and performing procedures that respond to those risks. Such procedures
included examining, on a test basis, evidence regarding the amounts and
disclosures in the financial statements. Our audit also included evaluating the
accounting principles used and significant estimates made by management, as well
as evaluating the overall presentation of the financial statements. We believe
that our audit provided a reasonable basis for our opinion.

 Critical Audit Matters

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

 /s/ Haynie & Company

 Salt Lake City, UT

 March 18, 2025

 We have served as the Company's auditor since 2024.

 A-1

 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 To the Audit Committee, Board of Directors and Members

 Golden Growers Cooperative
 West Fargo, North Dakota

 Opinion on the Financial Statements

 We have audited the accompanying balance sheet of Golden
Growers Cooperative as of December 31, 2023, and the related statements of
operations, comprehensive income, changes in members' equity and cash flows for
the periods ended December 31, 2022 and December 31, 2023, and the related notes
(collectively referred to as the financial statements). In our opinion, the
financial statements present fairly, in all material respects, the financial
position of Golden Growers Cooperative as of December 31, 2023, and the
results of its operations and its cash flows as of December 31, 2023 and 2022,
in conformity with accounting principles generally accepted in the United States
of America.

 Basis for Opinion

 These financial statements are the responsibility of the
Cooperative's management. Our responsibility is to express an opinion on the
Cooperative's financial statements based on our audits. We are a public
accounting firm registered with the Public Company Accounting Oversight Board
(United States) ("PCAOB") and are required to be independent with respect to
 Golden Growers Cooperative in accordance with the U.S. federal securities
laws and the applicable rules and regulations of the Securities and Exchange
Commission and the PCAOB.

 We conducted our audits in accordance with the standards of the
PCAOB. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement, whether due to error or fraud. Golden Growers Cooperative
 is not required to have, nor were we engaged to perform, an audit of its
internal control over financial reporting. As part of our audits, we are
required to obtain an understanding of internal control over financial
reporting, but not for the purpose of expressing an opinion on the effectiveness
of the Cooperative's internal control over financial reporting. Accordingly, we
express no such opinion.

 Our audits included performing procedures to assess the risks
of material misstatement of the financial statements, whether due to error or
fraud, and performing procedures that respond to those risks. Such procedures
included examining, on a test basis, evidence regarding the amounts and
disclosures in the financial statements. Our audits also included evaluating the
accounting principles used and significant estimates made by management, as well
as evaluating the overall presentation of the financial statements. We believe
that our audits provide a reasonable basis for our opinion.

 Critical Audit Matters

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

 /s/ Widmer Roel PC

 We served as the Cooperative's auditor from 2008 to 2024.

 Fargo, North Dakota March 12, 2024

 A-2

 BALANCE SHEETS DECEMBER 31, 2024 AND 2023

 ASSETS

 2024

 2023

 Current Assets:

 Cash and
 Cash Equivalents

 $

 1,307

 $

 2,097

 Short-Term Investments

 7,328

 4,548

 Other
 Current Assets

 Total Current Assets

 8,933

 6,963

 Long-Term Investments

 2,788

 Investment in ProGold LLC

 15,588

 17,073

 Total Assets

 $

 24,900

 $

 26,824

 LIABILITIES AND MEMBERS'
 EQUITY

 Current Liabilities

 Accounts
 Payable

 $

 —

 $

 —

 Accrued Liabilities

 Total Current Liabilities

 Commitments and contingencies
 (Note 8)

 Members' Equity:

 Members' Equity Membership Units, Authorized 60,000,000 Units,
 Issued and
 Outstanding 15,490,480 as
 of December 31, 2024 and
 December 31, 2023

 24,732

 26,436

 Accumulated Other
 Comprehensive Loss

 ( 36

)

 ( 33

)

 Total Members' Equity

 24,696

 26,403

 Total Liabilities and Members' Equity

 $

 24,900

 $

 26,824

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

 A-3

 STATEMENTS OF
OPERATIONS AND COMPREHENSIVE INCOME FOR THE YEARS ENDED DECEMBER 31,
2024, 2023 AND 2022

 2024

 2023

 2022

 OPERATIONS

 Corn Revenue

 $

 61,998

 $

 88,019

 $

 107,409

 Corn Expense

 ( 62,033

)

 ( 88,278

)

 ( 107,451

)

 Net Income from ProGold LLC

 6,240

 6,084

 6,751

 General & Administrative Expenses

 ( 608

)

 ( 615

)

 ( 537

)

 Net Income from Operations

 5,597

 5,210

 6,172

 Other Income

 Net Income

 $

 6,041

 $

 5,331

 $

 6,680

 Weighted Average Shares/Units Outstanding

 15,490,480

 15,490,480

 15,490,480

 Earnings per Share/Membership Unit

 Primary and Fully
 Diluted

 $

 0.39

 $

 0.34

 $

 0.43

 2024

 2023

 2022

 COMPREHENSIVE INCOME

 Net Income

 $

 6,041

 $

 5,331

 $

 6,680

 Unrealized gain (loss) on investments

 ( 3

)

 ( 267

)

 Comprehensive Income

 $

 6,038

 $

 5,565

 $

 6,413

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

 A-4

 STATEMENTS OF
CHANGES IN MEMBERS' EQUITY FOR THE YEARS ENDED DECEMBER 31, 2024,
2023 AND 2022

 Total

 Members'

 Equity

 BALANCE December 31, 2021

 $

 27,747

 Net income

 6,680

 Member distributions

 ( 6,506

)

 Unrealized loss on investments

 ( 267

)

 BALANCE December 31, 2022

 $

 27,654

 Net income

 5,331

 Member distributions

 ( 6,816

)

 Unrealized gain on investments

 BALANCE December 31, 2023

 $

 26,403

 Net income

 6,041

 Member distributions

 ( 7,745

)

 Unrealized loss on investments

 ( 3

)

 BALANCE December 31, 2024

 $

 24,696

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

 A-5

 STATEMENTS OF CASH
FLOWS FOR THE YEARS ENDED DECEMBER 31, 2024, 2023 AND 2022

 2024

 2023

 2022

 Cash Flows from Operating Activities

 Net Income

 $

 6,041

 $

 5,331

 $

 6,680

 Net (Income) from
 ProGold LLC

 ( 6,240

)

 ( 6,084

)

 ( 6,751

)

 Realized (Gain) Loss - Investments

 —

 ( 286

)

 Changes in assets and liabilities

 Other Current Assets

 ( 10

)

 ( 53

)

 Accrued
 liabilities and payables

 ( 217

)

 —

 Net Cash Used in Operating Activities

 ( 396

)

 ( 281

)

 ( 410

)

 Cash Flows from Investing Activities

 (Purchase) of
 investments

 ( 8,802

)

 ( 2,312

)

 ( 2,039

)

 Proceeds from investments

 8,428

 2,016

 —

 Investment in ProGold
 LLC

 —

 —

 ( 89

)

 Distribution received from ProGold LLC

 7,725

 7,344

 9,595

 Net Cash Provided in Investing Activities

 7,351

 7,048

 7,467

 Cash Flows from Financing Activities

 Member distributions
 paid

 ( 7,745

)

 ( 6,816

)

 ( 6,506

)

 Net Cash Used by Financing Activities

 ( 7,745

)

 ( 6,816

)

 ( 6,506

)

 Increase (Decrease) in Cash and Cash Equivalents

 ( 790

)

 ( 49

)

 Cash and Cash Equivalents, Beginning of Year

 2,097

 2,146

 1,595

 Cash and Cash Equivalents, End of Year

 $

 1,307

 $

 2,097

 $

 2,146

 Supplemental Schedule of Non-Cash Financing and Investing
 Activity

 Unrealized Gain (Loss) on Investments

 $

 ( 3

)

 $

 $

 ( 267

)

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

 A-6

2022

 NOTE 1 — NATURE OF OPERATIONS

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

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

 As part of the Conversion, GG-ND's members exchanged their
shares of Class A Common Voting Membership Stock and Class B Non-Voting Equity
Stock for identical and equal shares of such stock in GG-MN. Each member's
single share of Class A Common Voting Membership Stock was redeemed for $ 150 and
each member received membership units in GG-MN equal to the number of shares of
Class B Non-Voting Equity Stock each member held in GG-ND prior to the Merger.

 Prior to September 1, 2009, ownership of membership stock,
which signified membership in the Cooperative, was restricted to producers of
agricultural products. The ownership of equity stock was restricted to members
of the Cooperative. Preferred stock could be held by persons who were not
members of the Cooperative. At August 31, 2009 and 2008, the Cooperative had
 10,000 shares of non-voting, $ 1,000 par-value preferred stock authorized, of
which none were issued or outstanding. Equity requirements, as determined by the
board of directors, could be retained from amounts due to patrons and credited
to members' equity in the form of unit retains or allocated patronage.

 The Cooperative reserved the right to acquire any of its stock
offered for sale and the right to recall the stock of any member. In the event
this right was exercised, the consideration paid for such stock was 25 % of its
book value.

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

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

 A-7

2022

 NOTE 2 — SUMMARY OF SIGNIFICANT ACCOUNTING
POLICIES

 Significant Accounting Policies:

 Receivables - The Cooperative charges members an agency
fee in connection with corn procurement services provided to the members. The
Cooperative has tracked historical loss information for its member receivables
and has compiled historical credit loss percentages for different aging
categories. The Cooperative's member receivables are included in Other Current
Assets in the accompanying balance sheets and totaled $ 224,000 as of December
31, 2024, $ 220,000 as of December 31, 2023 and $ 224,000 as of December 31,
2022.

 The Cooperative believes that the historical loss information
it has compiled is a reasonable base on which to determine expected credit
losses for member receivables held at December 31, 2024 and 2023 because the
composition of the member receivables at those dates are consistent with that
used in developing the historical credit-loss percentages (i.e., the similar
risk characteristics of its members and its lending practices have not changed
significantly over time). Additionally, the Cooperative has determined that the
current and reasonable and supportable forecasted economic conditions are
consistent with the economic conditions included in the historical information.
As a result, the historical loss rates have not been adjusted for differences in
current conditions or forecasted changes. Accordingly, there was no allowance
for credit losses at December 31, 2024 and 2023.

 Investments – The Cooperative's investment in ProGold is
recorded at historical cost plus its pro-rata share of ProGold's net income and
additional paid-in capital less distributions received from ProGold.

 The Cooperative classifies its debt securities into
held-to-maturity, trading, or available-for-sale categories. Debt securities are
classified as held-to-maturity when the Cooperative has the positive intent and
ability to hold the securities to maturity. Held-to-maturity securities are
recorded as either short-term or long-term on the balance sheet based on
contractual maturity date and are stated at amortized cost. Debt securities not
classified as held-to-maturity or as trading are classified as
available-for-sale and are carried at fair market value, with unrealized gains
and losses included in the determination of comprehensive income and reported as
a component of stockholders' equity.

 The Cooperative establishes an allowance for credit losses on
debt securities where the fair value is less than the amortized cost basis to
the extent the unrealized loss is due to credit losses. The expected credit
losses are presented as loss on investments in the accompanying statement of
operations. The Cooperative's process for establishing the allowance for credit
losses considers the risk characteristics of the security class. To the extent
possible, losses are estimated collectively for classes of securities with
similar risk characteristics. For securities that do not share similar risk
characteristics with others, the losses are estimated individually. For
available-for-sale debt securities, losses are estimated at the individual
security level. The Cooperative's allowance for credit losses are influenced by
a variety of factors, including portfolio credit quality and general economic
conditions. General economic conditions are forecasted using economic variables
which will create volatility as those variables change over time. The
Cooperative's allowance for credit losses on it's held to maturity securities
and its available for sale securities was not significant as of December 31,
2024 and 2023. The Cooperative did not recognize any credit losses on it's held
to maturity securities and available for sale securities for the years ended
December 31, 2024 and 2023.

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

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

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2022

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

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

 Revenue Recognition — Revenue from marketing of members'
corn is recognized as a point in time upon delivery of the corn to the
cooperative.

 The Cooperative's members are contractually obligated to annually deliver corn to the Cooperative
by either Method A or Method B or a combination of both. Under Method A, a member is required to physically deliver corn to the cooperative
and under Method B, the Cooperative, at the request of the member, arranges for the acquisition and delivery of corn on the member's
behalf. For those members delivering under Method A, the Cooperative has an agreement with Cargill, Inc. ("Cargill") in which
Cargill coordinates the delivery of the corn to the ProGold plant by the Cooperative's members. For those members delivering under
Method B, the Cooperative has an agreement with Cargill in which Cargill acquires corn on behalf of the Cooperative's members in
fulfillment of the members' delivery commitments. In exchange for these services, the Cooperative pays Cargill an annual fee of
 $ 60,000,
paid in 4 quarterly installments.

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

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

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

 Concentrations - Several times during the year, the
Cooperative maintained a cash balance in excess of the Federal Deposit Insurance
Corporation ("FDIC") limits. At December 31, 2024, the Cooperative's cash
balance exceeded the FDIC insurance limits by approximately $1.1 million.

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

 A-9

2022

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

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

 NOTE 3 – RECENTLY ADOPTED ACCOUNTING
PRONOUNCEMENTS

 Beginning in 2024 annual reporting, the Cooperative adopted
Accounting Standards Update (ASU) No. 2023-07, Segment Reporting (Topic 280):
Improvements to Reportable Segment Disclosures (ASU 2023-07) that was issued by
the Financial Accounting Standards Board (FASB). This new standard requires an
enhanced disclosure of significant segment expenses on an annual basis. Upon
adoption, the guidance was applied retrospectively to all prior periods
presented in the financial statements.

 Operating Segments and Related Disclosures

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

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

 For single reportable segment-level financial information,
total assets, and significant non-cash transactions, see Financial Statements.

 A-10

2022

 NOTE 4 — PROGOLD LIMITED LIABILITY COMPANY

 For the first two months of 2022, the Cooperative had a 49 %
ownership interest in ProGold LLC. For the last ten months of 2022 and all of 2023 and 2024, the Cooperative had a 50 %
ownership interest in ProGold LLC. Following is summary financial information for ProGold LLC:

 (In Thousands)

 2024

 2023

 2022

 Current Assets

 $

 $

 $

 Long-Term Assets

 30,069

 33,945

 36,475

 Total Assets

 $

 31,262

 $

 34,146

 $

 36,398

 Current Liabilities

 $

 $

 —

 $

 Long-Term Liabilities

 —

 —

 —

 Total Liabilities

 —

 Members' Equity

 31,174

 34,146

 36,667

 Total Liabilities and
 Members' Equity

 $

 31,262

 $

 34,146

 $

 36,698

 Rent Revenue on Operating
 Lease

 $

 15,825

 $

 15,810

 $

 17,468

 Expenses

 3,345

 3,641

 3,919

 Net Income

 $

 12,480

 $

 12,169

 $

 13,549

 NOTE 5 — INVESTMENTS

 The Cooperative has determined fair value of its investments
based on Level 2 inputs.

 December 31, 2024:

 Level 1

 Level 2

 Level 3

 Total

 Corporate Bonds - Held to
 Maturity

 $

 —

 $

 2,665

 $

 —

 $

 2,665

 Fixed Income Funds - Available for Sale

 —

 —

 Money Market & CD's

 —

 4,328

 —

 4,328

 $

 —

 $

 7,703

 $

 —

 $

 7,703

 December 31, 2023:

 Corporate Bonds - Held to
 Maturity

 $

 —

 $

 6,030

 $

 —

 $

 6,030

 Fixed Income Funds - Available for Sale

 —

 —

 Money Market & CD's

 —

 —

 $

 —

 $

 7,316

 $

 —

 $

 7,316

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2022

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

 Amortized

 Unrealized

 Unrealized

 Cost

 Gains

 Losses

 Fair Value

 December 31, 2024:

 Corporate Bonds - Held to Maturity

 $

 2,669

 $

 $

 (21

)

 $

 2,665

 Fixed Income Funds

 (36

)

 Money Market & CD's

 4,328

 —

 —

 4,328

 $

 7,743

 $

 $

 (57

)

 $

 7,703

 December 31, 2023:

 Corporate Bonds - Held to Maturity

 $

 6,050

 $

 $

 (50

)

 $

 6,030

 Fixed Income Funds

 (33

)

 Money Market & CD's

 —

 —

 $

 7,369

 $

 $

 (83

)

 $

 7,316

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

 Net

 Carrying

 Amount

 Fair Value

 Due in 1 year or less

 $

 2,290

 $

 2,304

 Due in 2 to 5 years

 Due in 6 to 10 years

 $

 2,669

 $
 2,665

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

 Less than 12 Months

 More than 12 Months

 Unrealized

 Unrealized

 December 31, 2024:

 Fair Value

 Losses

 Fair Value

 Losses

 Corporate Bonds - Held to Maturity

 $

 $

 (15

)

 $

 $

 (5

)

 Fixed Income Funds

 —

 (36

)

 $

 $

 (15

)

 $

 $

 (41

)

 December 31, 2023:

 Corporate Bonds - Held to Maturity

 $

 1,037

 $

 (18

)

 $

 1,433

 $

 (32

)

 Fixed Income Funds

 (1

)

 (32

)

 $

 1,238

 $

 (19

)

 $

 1,917

 $

 (64

)

 A-12

2022

The Cooperative has determined that the unrealized losses are
deemed to be temporary impairments as of December 31, 2024 and 2023. The
Cooperative believes that the unrealized losses generally are caused by interest
rate increases and increases in the risk premiums required by market
participants rather than an adverse change in cash flows or a fundamental
weakness in the credit quality of the issuer or underlying assets.

 NOTE 6 — INCOME TAXES

 The Cooperative follows the provisions of ASC 740-10 related to
accounting for uncertainty in income taxes.

 The Cooperative had no unrecognized tax benefits on December
31, 2024 and 2023. No interest or penalties are recognized in the statements of
operations or in the balance sheets.

 The Cooperative recognized no income tax expense for the years
ended December 31, 2024, 2023 and 2022.

 NOTE 7 — EMPLOYEE BENEFIT PLANS

 Pension Plan — In December 2012,
the Cooperative approved a change to freeze the Cooperative's defined benefit
pension plan as of January 1, 2013. As a result, no additional benefits accrued
to participants in the plan. During the years ended December 31, 2024, 2023 and
2022, there were no pension expenses.

 In December 2022, the Cooperative approved a resolution to
terminate the plan on March 31, 2023. The process of terminating the plan
included the purchase of annuities from the assets of the plan to satisfy
payment of vested benefits to the remaining participant as prescribed by the
Pension Benefit Guarantee Corporation's standard termination process.

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

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

 NOTE 8 — COMMITMENTS AND CONTINGENCIES

 The Cooperative contracted with Cargill, Incorporated in
connection with the procurement of corn which includes payments of $ 60,000 in
2024. The contract continues through 2026.

 On March 1, 2022, the Cooperative and Cargill entered into that
certain ProGold Limited Liability Company Agreement (the "Operating Agreement").
The Operating Agreement defined a triggering event, whereby the Cooperative and
Cargill would work together to finalize a long-term joint venture agreement for
the structure, governance and operation of ProGold according to certain
operating principles and other guideline terms. In December of 2024, the
Cooperative and Cargill determined that a long-term joint venture would not be
possible and that Cargill will purchase the Cooperative's 50% interest in
ProGold for $81 million within 30 days following expiration of the Facility
Lease pursuant to the terms of the Operating Agreement.

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

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2022

 NOTE 9 – LINE OF CREDIT

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

 NOTE 10 - SUBSEQUENT EVENTS

 In January of 2025, the Cooperative declared a distribution of
 $3,562,810, or $ 0.23 per outstanding membership unit.

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

 Management evaluated all other activity of the Cooperative
through March 18, 2025, the date to which the financial statements were
available to be issued, and concluded that, other than the matters described
above, no other subsequent events have occurred that would require recognition
in the financial statements or disclosure in the notes to the financial
statements.

 A-14