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

 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 March 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

 Page

 Item
 1.

 BUSINESS

 Item
 1A.

 RISK
 FACTORS

 Item
 1B.

 UNRESOLVED
 STAFF COMMENTS

 Item 1C.

 CYBERSECURITY

 Item 2.

 PROPERTIES

 Item 3.

 LEGAL
 PROCEEDINGS

 Item 4.

 MINE
 SAFETY DISCLOSURES

 Item 5.

 MARKET FOR
 REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER
 PURCHASES OF EQUITY SECURITIES

 Item
 6.

 [RESERVED]

 Item 7.

 MANAGEMENT'S
 DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
 OPERATIONS

 Item
 7A.

 QUANTITATIVE
 AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

 Item
 8.

 FINANCIAL
 STATEMENTS AND SUPPLEMENTAL DATA

 Item 9.

 CHANGES
 AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOCUNTING AND FINANCIAL
 DISCLOSURE

 Item
 9A.

 CONTROLS
 AND PROCEDURES

 Item
 9B.

 OTHER
 INFORMATION

 Item
 10.

 DIRECTORS,
 EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

 Item
 11.

 EXECUTIVE
 COMPENSATION

 Item 12.

 SECURITY
 OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED
 STOCKHOLDER MATTERS

 Item 13.

 CERTAIN
 RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

 Item
 14.

 PRINCIPAL
 ACCOUNTING FEES AND SERVICES

 Item
 15.

 EXHIBITS
 AND FINANCIAL STATEMENT SCHEDULES

 Item 16.

 SUMMARY

 i

 FORWARD LOOKING STATEMENTS

 This
 report contains forward-looking statements and information based upon
 assumptions by Golden GrowersCooperative ("we," "us," "our," and the "Cooperative"),
 including assumptions about risks and uncertainties faced by the
 Cooperative. These forward-looking statements can be identified by the use of
 forward-looking terminology such as "anticipates," "expects," "believes,""may,""will," or the negative of these terms or similar
 verbs or expressions. Forward-looking statements in this report generally relate
 to: our expectations regarding our membership in ProGold Limited Liability Company ("ProGold") and its distributions
 to the Cooperative, including distributions to members upon the
 sale of the Cooperative's 50% interest in ProGold to Cargill Incorporated
 ("Cargill"); our expectations regarding our membership's approval
 of the sale of the Cooperative's 50% interest in ProGold to Cargill and
 subsequent dissolution of the Cooperative; our beliefs regarding the sufficiency
 of working capital and cash flows; our expectations regarding our continued
 ability to renew or obtain financing on reasonable terms when necessary; the
 impact of recently issued accounting pronouncements; our intentions and beliefs
 relating to our costs and business strategies; our expected operating and
 financial results; our expectations concerning our contract arrangements with
 members; our beliefs regarding competitive factors and our competitive
 strengths; our predictions regarding the impact of seasonality; our beliefs
 regarding the impact of the farming industry on our business; our beliefs
 regarding our internal controls over financial reporting; and our intentions for
 paying member distributions. Many of these forward-looking statements are
 located in this report under "Item 1. BUSINESS" and "Item 7. MANAGEMENT'S
 DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS," but
they may appear in other sections as well.

 This report should be read
thoroughly with the understanding that our actual results may differ materially
from those set forth in the forward-looking statements for many reasons,
including events beyond our control and assumptions that prove to be inaccurate
or unfounded. We cannot provide any assurance with respect to our future
performance or results. Our actual results or actions could differ materially
from those anticipated in the forward-looking statements for many
reasons, including, but not limited to: (i) the impact of the
Cooperative's joint ownership interest in ProGold following Cargill's
acquisition of a 50% interest in ProGold; (ii) the impact of Cargill's announced
plans to purchase the Cooperative's 50% interest in ProGold following expiration
of Cargill's lease of the ProGold facility; (iii) the impact of
our membership's approval or rejection of the sale of the Cooperative's 50%
interest in ProGold to Cargill and Plan of Liquidation and Dissolution
previously approved by the Board of Directors and recommended for approval
by the Cooperative's members at the 2025 Annual Member Meeting; (iv)
fluctuations in the market price per bushel of corn; (v) the impact of
the war in Ukraine; (vi) the effect of inflation as well as general economic
conditions and the agricultural cycle on the demand for our members'
corn; (vii) our ability to retain our key employee; (viii) the cost of
complying with laws, regulations, and standards relating to corporate governance
and public disclosure, and the demand such compliance places on
management's time; and (ix) other factors described in this report and
from time to time in our other reports filed with the Securities and
Exchange Commission. If any of management's assumptions prove
incorrect or should unanticipated circumstances arise, the Cooperative's
actual results could materially differ from those anticipated by such
forward-looking statements. The Cooperative undertakes no obligation to update
any forward-looking statements in this report to reflect future events or
developments. Readers should not place undue reliance on such forward-looking
statements. The Cooperative qualifies all of its forward-looking statements by
these cautionary statements.

 Item 1. BUSINESS

 General

 Golden Growers Cooperative ("we," "us," "our," and the "Cooperative") is a
value-added agricultural cooperative association owned by 1,462 members
primarily from Minnesota, North Dakota and South Dakota, all of whom deliver
corn to the Cooperative for processing. The Cooperative was originally formed in
1994 as a North Dakota agricultural cooperative with the goal of allowing its
members to receive additional value from the corn that they grow through the
processing of that corn into value-added products, such as corn sweeteners. The
Cooperative accomplished this purpose by forming a joint venture with American
Crystal Sugar Company ("American Crystal") that formed ProGold Limited Liability
Company ("ProGold"), a Minnesota limited liability company that designed and
constructed a corn wet-milling facility in Wahpeton, North Dakota to process
corn into high fructose corn syrup and related co-products. The Cooperative's
membership in ProGold LLC includes a right and obligation for the Cooperative to
deliver corn to the ProGold facility for processing. The
Cooperative's members deliver corn to the ProGold facility on the
Cooperative's behalf to meet this delivery obligation.

 On November 1, 1997, ProGold
entered into an operating lease with Cargill Incorporated ("Cargill") for the
entire ProGold facility. Cargill has operated the facility continually since
this time. While ProGold no longer operates the wet-milling facility, the
Cooperative, through its members, continues to have an obligation to deliver
corn directly to Cargill at the wet-milling facility.

 On September 1, 2009, by way of a
series of mergers, the Cooperative changed its domicile and form of entity from
a North Dakota cooperative to a Minnesota cooperative association governed under
Minnesota Statutes Chapter 308B. The Cooperative operates as a cooperative for
state law purposes but is treated as a partnership under Subchapter K of the
Internal Revenue Code of 1986, as amended (the "Code") for tax purposes.

 Additional information about the
Cooperative can be found on our website,  We are
neither including nor incorporating by reference herein the information
contained on our corporate website. We are subject to the reporting requirements
of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). The
Exchange Act requires us to file periodic reports and other information with the
Securities and Exchange Commission ("SEC"). The SEC maintains a website
that contains reports, proxy and information statements, and other information
regarding issuers that file electronically with the SEC. These materials may be
obtained electronically by accessing the SEC's website at

 Business Operations

 The Cooperative is in the
business of providing value to its members by facilitating their delivery of
corn to the corn wet-milling facility owned by ProGold. We accomplish our
business on behalf of our members not through the ownership of assets such as a
plant and equipment, but through our contract relationships with all of the
parties involved in the ownership and operation of the facility. From an income
production perspective, our membership interest in ProGold is our primary asset
that, in addition to giving the Cooperative the right to receive distributions
from ProGold, also provides our members with additional value for the delivery
of their corn for processing. Cargill is also an integral part of our financial
success. Cargill provides the Cooperative grain services that allow us to
facilitate corn delivery to the ProGold facility at little or no expense. In
addition, the lease payments Cargill makes to ProGold that are in turn
distributed to the Cooperative provide us with the cash to make distributions to
our members.

 Ownership in ProGold

 Prior to March 1, 2022, the
Cooperative and American Crystal owned a 49% interest and 51% in ProGold,
respectively. On April 4, 2017, ProGold and Cargill entered into a Second
Amended and Restated Facility Lease (the "Facility Lease"), which commenced on
January 1, 2018 and continued through December 31, 2022. On the same day, the
Cooperative, Cargill, and American Crystal entered into a Consent Agreement,
effective on January 1, 2018 (the "Consent Agreement"), relating to the Facility
Lease and the Cooperative's interest in ProGold, and Cargill and American
Crystal entered into an Option Agreement, effective on January 1, 2018 (the
"Option Agreement"), detailing the price, term and other conditions under which
American Crystal granted to Cargill an exclusive option (the "Option") to
purchase a 50% interest in ProGold from American Crystal during the first four
years of the Facility Lease. Under the Consent Agreement, the Cooperative
approved and consented to the transfer of the 50% interest in ProGold from
American Crystal to Cargill in the event Cargill exercised its option. The
Cooperative also secured the right to purchase American Crystal's remaining 1%
interest in ProGold for a base price ranging from $1.7 million to $1.3 million,
depending on the timing of Cargill's notification to American Crystal of its
intention to exercise its option. TheCooperative was also required to pay to
American Crystal a capital adjustment in an amount equal to 1% of the portion of
costs that had not been paid by Cargill to ProGold through additional rent with
respect to certain projects at the facility.

 Cargill exercised its Option
under the Option Agreement to purchase a 50% interest in ProGold from American
Crystal. 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. As a result of these transactions, effective
March 1, 2022, the Cooperative and Cargill each own a 50% interest in
ProGold.

 In connection with Cargill's
exercise of its Option under the Option Agreement, the Cooperative, Cargill and
ProGold entered into that certain ProGold Limited Liability Company Agreement
(the "Operating Agreement"), effective March 1, 2022, in order to set forth the
structure, governance and operation of ProGold according to certain operational principles and other guidelines described in the
Consent Agreement. Beginning March 1, 2022, the Cooperative is allocated 50% of
the profits and losses of ProGold and receives 50% of any cash that is
distributed to ProGold's members.

 Under the Operating Agreement,
ProGold's board of governors is comprised of six members (each, a "Governor"),
with three members appointed by each of the Cooperative and Cargill. The
affirmative vote of a majority of the Governors is required to, among other
actions, approve capital projects in excess of $1 million, approve
infrastructure projects, approve any changes to current and future leases, and
appoint one or more managers of ProGold. In addition to the affirmative vote of
a majority of the Governors, certain fundamental actions, such as a merger or
consolidation, sale or liquidation of substantially all of the assets of
ProGold, a dissolution of ProGold, the approval of new members, or the approval
of loans to ProGold by members requires the unanimous approval of the members.
Neither the Cooperative nor Cargill may sell or transfer its interest in ProGold
to any third party without the other party's consent. Additionally, each party
has a right of first refusal to purchase the other's interest in ProGold if such
party receives an offer for or desires to sell its interest.

 In the event any Cargill
Competitor (as defined in the Operating Agreement) acquires an equity interest
in the Cooperative, Cargill will have a sixty-day option to purchase all of the
membership interest in ProGold held by the Cooperative for a purchase price of
$81 million plus 50% of the remaining lease payments due under the Facility
Lease through the closing date of such sale. Further, if a Triggering Event (as
defined in the Operating Agreement) occurs on or before December 31, 2026, the
Cooperative and Cargill will expeditiously and in good faith work together to
finalize a joint venture agreement for the structure, governance and operation
of ProGold according to certain operating principles and other guideline terms.
If a joint venture agreement is agreed to, the Cooperative will reimburse
Cargill for 50% of the undepreciated capital expense associated with approved
projects. If a Triggering Event does not occur on or before December 31, 2026,
or if a Triggering Event does occur, but the Cooperative and Cargill are unable
to agree on terms for a joint venture agreement within four months of the
Triggering Event, then Cargill agrees to purchase the Cooperative's 50%
interest in ProGold for $81 million and half of any remaining lease payments due
through December 31, 2026. On December 20, 2024, the Cooperative and Cargill
issued a joint press release announcing that, due to the economic environment of
the past three years, a long term joint venture agreement would not be possible,
and Cargill will purchase the Cooperative's 50% interest in ProGold within 30
days following expiration of the Facility Lease pursuant to the terms of the
Operating Agreement. Please refer to the Current Report on Form 8-K filed by the
Cooperative on December 23, 2024 for more information regarding the press
release. 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. Please refer to the Current Report on
Form 8-K filed by the Cooperative on February 5, 2025 for more information
regarding the Board's approval of the resolution.

 ProGold Facility Lease

 Effective March 1, 2022, ProGold
and Cargill entered into that certain First Amendment to Second Amended and
Restated Facility Lease, extending the term of the Facility Lease through
December 31, 2026. Under the terms of the amended Facility Lease, Cargill paid
ProGold an annual lease payment of $15.5 million in 2023, $16 million in 2024,
and will continue to pay an annual lease payment of $16 million in 2025 and
2026. Cargill also agreed to pay the Cooperative $1.29 million at closing as an
early buyout of previously committed and deployed capital projects.

 The wet-milling facility was
built in 1995. As processing facilities age, more extensive maintenance becomes
necessary to keep the facility in good working order. During the term of the
Facility Lease, Cargill will deploy capital for several approved projects
estimated at $25 million. The Facility Lease was further amended by that certain
Second Amendment to Second Amended and Restated Facility Lease, effective March
1, 2022, to provide that Cargill will have a leasehold interest in these capital
projects and will receive the benefit of depreciation during the term of the
Facility Lease. Additionally, ProGold agreed to pay at least $750,000 in 2022
and 2023, and $500,000 in 2024 through 2026, for infrastructure maintenance and
may also be required to pay additional sums in order to make certain capital
improvements. The payments will reduce any income available for ProGold's
members at the time of such expenses. The Cooperative and Cargill would
experience any such reduction in ProGold's income proportionately based on their
percentage ownership of ProGold.

 Membership and Delivery Obligations

 Annually, the Cooperative is
required to deliver approximately 15,490,480 bushels of corn to Cargill for
processing at the ProGold facility. The Cooperative's members deliver corn to
the ProGold facility on the Cooperative's behalf to meet this delivery
obligation.

 Any person residing in the United
States can own Units in the Cooperative as long as that person delivers or
provides for the delivery of corn for processing at the ProGold facility.
Ownership of our Units requires our members to deliver corn to the Cooperative
in proportion to the number of Units each member holds. Currently 15,490,480
Units are issued and outstanding. The Cooperative's income and losses are
allocated to our members based on the volume of corn a member delivers or has
delivered. Subject to certain limitations, as long as a member patronizes the
Cooperative by delivering corn in proportion to the number of Units held by the
member, the member will be allocated a corresponding portion of our income (or
loss). In this way, we operate on a cooperative basis.

 To hold our Units a member is
required to execute a Uniform Member Agreement that obligates the member to
deliver corn to us and an Annual Delivery Agreement by which each member
annually elects the member's method to deliver corn — either Method A or Method
B, or a combination of both. Under Method A, a member is required to physically
deliver the required bushels of corn to us either at the ProGold facility or
another location designated by the Cooperative. Under Method B, a member
appoints us as its agent to arrange for the acquisition and delivery of the
required bushels of corn on the member's behalf.

 In order to provide delivery
services to our members in the most cost-effective manner, the Cooperative has
entered into an agreement with Cargill whereby we appoint Cargill as our agent
to arrange for the delivery of the corn by our members who elect to deliver corn
using Method A, and we appoint Cargill as our agent to acquire corn on our
behalf for our members who elect to deliver corn using Method B. If a member
elects to deliver corn using Method B, the price per bushel the Cooperative pays
to the member is equal to the price per bushel paid by Cargill to acquire the
corn as our agent. The Cooperative pays members who deliver corn under Method A
the market price or contracted price for their corn at the time of delivery.
Members who deliver corn under Method A also receive from the Cooperative an
incentive payment of $.10 per bushel on the corn that they deliver, while
members who elect Method B to deliver corn pay to the Cooperative a $.02 per
bushel agency fee for the cost of having us deliver corn on their behalf. The
incentive payment for Method A deliveries and the agency fee for Method B
deliveries are subject to annual adjustment at the sole discretion of our Board
of Directors. While the Cooperative is financially responsible for the various
payments to the members for corn, Cargill, serving as the Cooperative's
administrative agent, issues payments to members for corn on the Cooperative's
behalf.

 Annually, we notify Cargill of
the number of bushels of Method A corn to be delivered by each member who has
elected to deliver corn by Method A. Once we provide notification to Cargill of
the number of bushels of corn, Cargill then confirms the amount of corn with
each member and notifies that member with respect to quality specifications,
allowances, deductions and premiums to be applicable to that corn. The member
with a Method A corn commitment then directly contracts with Cargill for corn
delivered by Method A. At the end of each month Cargill reports the number of
Method A bushels delivered and the average daily price paid for corn that
Cargill purchased from members on the Cooperative's behalf. The product of the
number of bushels delivered multiplied by the average monthly market price is
reported as Method A corn expense. In the event a member who has elected to
deliver corn by Method A delivers to Cargill more than its delivery commitment,
any corn delivered in excess of that commitment is handled as a direct sale of
corn to Cargill. In the event a member who has elected to deliver corn by Method
A delivers to Cargill less than its committed amount of corn, the quantity of
the shortfall is then purchased and delivered by Cargill on our behalf. The
purchase price is equal to the average price reported for Method A corn for the
final month of the year. In addition, the Method A member with a shortfall will
be charged a purchased corn fee and agency fee determined by the Board of
Directors.

 Cargill purchases the remainder
of the corn to be delivered by us on behalf of our Method B delivering members
at such time and in such quantities as it deems appropriate and in the best
interest of the Cooperative and Cargill. Each quarter, the Cooperative notifies
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. The price paid is reported as the Method B corn revenue,
calculated by multiplying the weighted average price for Method A corn delivered
during the quarter by the number of Method B bushels delivered during the
quarter.

 In exchange for the services set
forth above with respect to handling our member's delivery of corn to the
wet-milling facility, we paid Cargill an annual fee of $60,000 in 2023 and an annual fee
of $60,000 in 2024. This fee was paid in quarterly installments. In addition, we
also pay Cargill a per-bushel fee if a Method A member fails to deliver corn.
This amount was $3,000 for members who did not complete deliveries in 2023 and
$400 for members who did not complete deliveries in 2024. This amount is in
addition to any reimbursement we are required to pay Cargill for a Method A
member's failure to deliver. All of our agreements with Cargill terminate at the
expiration of the Facility Lease between Cargill and ProGold.

 Allocation of Income and/or Losses

 When members deliver corn to the
Cooperative for processing at the facility, they are paid a market price for the
corn that is delivered. In addition, members have a right to receive added value
for the efforts in the form of patronage based on each member's proportionate
share of the Cooperative's income from ProGold that is derived primarily from
Cargill's lease of the facility.

 Our Fourth Amended and Restated
Bylaws ("Bylaws") establish a Method A delivery pool and a Method B delivery
pool. Generally, our income and/or losses are allocated annually based on the
percentage of bushels of corn our members elect to deliver using either Method A
or Method B. Regardless of the actual percentage allocation between our members
who deliver bushels of corn using Method A or Method B, our Bylaws require us to
annually allocate at least 15% of our income and/or losses to the Method A pool.
The amount of our income and/or losses actually allocated to the Method A pool
is a percentage equal to the greater of 15% or the actual percentage of bushels
of corn delivered by our members using Method A.

 If less than 15% of the bushels
of corn are delivered by members using Method A, the members who elect Method A
will be allocated 15% of our income and/or losses even though they deliver less
than 15% of the bushels of corn obligated to be delivered by us to Cargill. As a
result of this requirement, a Method A member may receive a greater
proportionate allocation of our income and/or losses than a Method B member who
contracted to have the same amount of corn delivered.

 For fiscal year 2024, our members
delivered 27% of the bushels of corn by Method A and 73% of the bushels of corn
by Method B. For fiscal year 2023, members delivered 28% of the bushels by
Method A and 72% of the bushels of corn by Method B. Income and/or losses and
any cash distributions being allocated to the Method A pool were 27% in fiscal
year 2024 and 28% in fiscal year 2023.

 Government Regulations and Environmental Compliance

 The Cooperative does not
anticipate any material effects of governmental regulations on its business. To
the extent government regulations, including environmental regulations, require
certain capital improvements to the ProGold facility, ProGold may be required to
pay for such improvements. The payments would reduce any income available for
the Cooperative, as a member of ProGold, at the times of such expenses. We do
not expect that the cost of complying with these regulations will have a
material impact on our distribution from ProGold for the current fiscal year.

 Employees

 As of December 31, 2024, the
Cooperative had 1 full-time employee, Executive Vice President, Scott
Stofferahn, who serves in the capacity of chief executive officer and chief
financial officer.

 Competition

 As a grower-owned cooperative
whose members are contractually obligated to deliver corn, the Cooperative
generally does not face competition in the marketplace for corn. More
importantly, its governing documents and contractual arrangements with Cargill
contain contractual incentives for growers to deliver corn to the Cooperative
and not to another processor. Even if members do not fully satisfy their
delivery commitments, there are sufficient supplies of corn to be purchased in
the open market to meet any contract obligations to Cargill, with any costs to
be charged to the defaulting member.

 The Cooperative was formed in
1994 by a group of corn growers with a goal of adding value to the corn they
delivered for processing. Members invested in the Cooperative with the goal of
creating a facility where they could not only find a certain market for their
corn but where they could also benefit from a long-term investment in a
value-added enterprise such as the ProGold facility. There is no
competition in attracting members to the Cooperative and its services. Other
grain shippers and corn processing facilities in the region provide competition
for the purchase of corn from members, but most do not provide the opportunity
for membership or partial ownership and any resulting additional profits from
the operation or lease of their facilities.

 Item 1A. RISK FACTORS

 As a smaller reporting company, we are not required to provide
disclosure pursuant to this Item.

 Item 1B. UNRESOLVED STAFF COMMENTS

 As a smaller reporting company, we are not required to provide
disclosure pursuant to this Item.

 Item 1C. CYBERSECURITY

 Cybersecurity risk management and strategy

 The Cooperative's Board of
Directors recognizes the significance that cybersecurity has on our business,
particularly the security of our member data, and is responsible for overseeing
risks to the Cooperative from cybersecurity threat actors. Our operations rely
on various information systems and technologies, mainly those provided by third
party providers. These systems collect, process, transmit and retain information
that may require both mandatory and voluntary data protection regimens.

 Our cybersecurity practices are
designed to provide reasonable information security given the nature of our
organization and our third-party relationships. We rely on the representations
and certifications of key partnerships with suppliers recognizing these
third-party relationships introduce additional cybersecurity risks. To address
these third-party risks, we have established strict criteria for supplier
selection and conduct security risk assessments to mitigate potential impacts on
our business.

 The Cooperative's Board of
Directors contracts with a Managed Security Service Provider. Our Managed
Security Service Provider services include: (i) managed IT services, consisting
of timely software installation and updates, data backup and recovery, and
system monitoring and reporting; and (ii) cyber security services, consisting of
firewall management, intrusion detection and prevention, malware and virus
protection, security audits and vulnerability assessments, security incident
response, and employee awareness training. In addition, our Managed Security
Service Provider conducts risk assessments and provides recommendations to the
Executive Vice President and the Board of Directors, provides threat containment
and mitigation services, assists the Cooperative with cybersecurity compliance,
and would coordinate with insurance carriers and law enforcement in the event of
a cybersecurity incident.

 Cybersecurity governance

 The Cooperative's Board of
Directors believes a strong cybersecurity strategy is vital to protect our
business operations, sustain our control environment and honor our data
protection obligations. The Board has delegated to its Finance & Audit
Committee the responsibility for monitoring the effectiveness of the
Cooperative's internal cybersecurity practices. The Executive Vice President
manages the Cooperative's cybersecurity-related risks, communicates with
suppliers and other third party providers regarding cybersecurity threats,
incidents, plans and responses, and reports to the Finance & Audit Committee
and/or the entire Board regarding such cybersecurity threats, incidents, plans
and responses on at least a semi-annual basis, and more often as needed.

 During
 2024, the Cooperative did not experience any
cybersecurity threats or incidents that have materially affected or are
reasonably likely to materially affect the
 Cooperative, including its business strategy, results of operations, or
financial condition.

 Item 2. PROPERTIES

 We lease executive office space at 1002 Main Avenue West, Suite
5, West Fargo, ND 58078. The Cooperative's office space needs are limited and
easily met by a market rate lease.

 Item 3. LEGAL PROCEEDINGS

 The Cooperative is not currently
involved in any legal proceedings. In addition, we are not aware of any
potential claims that could result in the commencement of legal proceedings.

 Item 4. MINE SAFETY DISCLOSURES

 Not applicable.

 Item 5. MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED
STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

 Market Information

 There is no established trading
market for our Units. To maintain our partnership tax status, members may not
trade their Units on an established securities market or readily trade Units on
a secondary market (or the substantial equivalent thereof). All transfers are
subject to approval by the Board of Directors and a determination that the
transfer will not cause us to be deemed a publicly traded partnership. In
accordance with the publicly traded partnership rules, the Cooperative has made
arrangements with FNC Ag Stock, LLC to serve as a qualified matching service for
our members.

 Our Bylaws restrict the ability
of our members to transfer their Units. To help ensure that a secondary market
does not develop, our Bylaws prohibit transfers without the approval of our
Board of Directors. The Board of Directors will not approve transfers unless
they fall within "safe harbors" contained in the publicly traded partnership
rules under the Code and the related rules and regulations. Any transfers of
Units in violation of the publicly traded partnership rules or without the prior
consent of the Board of Directors will be invalid.

 There are no outstanding warrants
or options to purchase, or securities convertible into, our Units. As of the
date hereof, there are 15,490,480 Units that are eligible for sale pursuant to
Rule 144. We have not agreed to register any Units under the Securities Act for
sale by members.

 Holders

 As of the date hereof, there are
1,456 holders of the Cooperative's Units determined by an examination of the
Cooperative's equity records that the Cooperative maintains. Our Units are
uncertificated.

 Distributions

 The Cooperative, to the extent
cash is available, generally plans to make distributions to its members. The
Cooperative may make cash distributions at such time and in such amounts as
determined from time to time by our Board of Directors in its sole discretion;
provided that we must annually, on or before March 1 of each year, make a cash
distribution to our then current members equal to at least thirty percent (30%)
of the income allocated to members for the prior year. Any such cash
distributions shall be made in a uniform and equitable basis among the members
within a particular allocation pool on the basis of patronage. Such cash
distributions will be reduced by any tax withholding payments that are made on
the member's behalf. For the fiscal year ended December 31, 2023, the
Cooperative made aggregate cash distributions to members of $6,816,000. For the
fiscal year ended December 31, 2024, the Cooperative made aggregate cash
distributions to members of $7,745,000. For more information regarding factors
considered by the Board of Directors in determining the amount of cash
distributions, see the section entitled "Liquidity and Capital Resources" in
Item 7. Management's Discussion and Analysis of Financial Condition and Results
of Operations.

 Securities Authorized for Issuance under Equity Compensation
Plans

 The Cooperative currently has no
equity compensation plan.

 Purchases of Equity Securities by Golden Growers
Cooperative

 None.

 Recent Sales of Unregistered Securities

 None.

 Item 6. [RESERVED]

 Item 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS

 The following discussion
should be read in conjunction with the Cooperative's financial statements, the
notes thereto and the other financial data included elsewhere in this
Annual Report on Form 10-K. The following discussion contains
forward-looking statements. Such statements are based on assumptions by
the Cooperative's management as of the date of this report and are
subject to risks and uncertainties, as discussed in the section entitled
"Forward Looking Statements." Readers should not place undue reliance on
such forward-looking statements. Please refer to Part II, Item 7 of our Annual
Report on Form 10-K for the fiscal year ended December 31, 2023 for a
comparative discussion of our financial results for the fiscal year ended
December 31, 2023 as compared with the fiscal year ended December 31, 2022.

 Results of Operations

 The Cooperative derives revenue
from two sources: operations related to the marketing of members' corn and
income derived from the Cooperative's membership interest in ProGold. The corn
marketing operations generate revenue for the Cooperative equal to the value of
the corn that is delivered to Cargill for processing at the facility. The
Cooperative recognizes expense equal to this same amount which results in the
corn marketing operations being revenue neutral to the Cooperative, except for
revenue from the Method B agency fee and expenses related to the Method A
incentive payments, required licensing and bonding expenses, and the service fee
paid to Cargill.

 The Cooperative sold
approximately 15.5 million bushels of corn on behalf of its members in each of
fiscal 2023 and 2024. The Cooperative recognized corn revenue of $61,998,000 in
fiscal 2024 as compared to $88,019,000 in fiscal 2023, a decrease of 29.6% due
primarily to a decrease in the price of corn sold. The Cooperative recognized
corn expense of $62,033,000 in fiscal 2024 and $88,278,000 in fiscal 2023, a
decrease of 29.7% due primarily to a decrease in the price of corn
purchased.

 In fiscal 2024, the Cooperative's
members, on the Cooperative's behalf, delivered to Cargill 4,123,000 bushels of
corn using Method A and 11,367,000 bushels of corn using Method B. In fiscal
2023, the Cooperative's members, on the Cooperative's behalf, delivered to
Cargill 4,262,000 bushels of corn using Method A and 11,228,000 bushels of corn
using Method B. In fiscal year 2024, the Cooperative recognized incentive fee
expense of $206,000 and agency fee income of $231,000 for the period. In fiscal
year 2023, the Cooperative recognized incentive fee expense of $426,000 and
agency fee income of $225,000. Additionally, the Cooperative paid Cargill
$60,000 in fiscal 2024 and $63,000 in fiscal 2023 for services as our agent in
connection with the Cooperative's corn marketing operation.

 The Cooperative derived
$6,240,000 of income from ProGold in fiscal year 2024, an increase of $156,000
or 2.6% as compared to $6,084,000 of income in fiscal 2023. The increase in
income received from ProGold was due primarily to an increase in lease revenue
in 2024 compared to 2023.

 General and Administrative Expenses

 The Cooperative's general and administrative expenses include
salaries and benefits, professional fees and fees paid to our Board of
Directors. The general and administrative expenses for fiscal 2024 were
$608,000, a decrease of $7,000 or 1% as compared to fiscal 2023. The decrease
was due primarily to reduced general administrative costs.

 Other Income

 Other income for the fiscal year
ended December 31, 2024, was $444,000 compared to $121,000 for the fiscal year
ended December 31, 2023. The increase was due primarily to increased investment
income. Realized gain(loss) on investments for the fiscal year ended December
31, 2024, was $0 as compared to ($266,000) for the same respective period in
2023.

 Liquidity and Capital Resources

 The Cooperative's working capital
was $8,729,000 at December 31, 2024 and $6,542,000 at December 31, 2023. The
increased working capital in 2024 as compared to 2023 was primarily a result of
timing of maturities of certain investment securities in 2024 compared to 2023.

 The Cooperative received cash
distributions from ProGold totaling $7,725,000 in fiscal 2024 and $7,344,000 in
fiscal 2023. Increased ProGold LLC distributions in 2024 are related to
increased lease revenue in 2024 compared to 2023. The Cooperative paid cash
distributions to its members totaling $7,745,000 in fiscal 2024 and $6,816,000
in fiscal 2023.

 In fiscal 2018, the Cooperative
invested a portion of its cash reserves in bonds. To ensure that the Cooperative
would have access to cash if needed before the maturity of the bonds, the
Cooperative also 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 was no outstanding balance as of December
31, 2024.

 The Cooperative had no long-term debt as of December 31, 2024
and December 31, 2023.

 The Cooperative used operating
cash flows of $396,000 for the fiscal year ended December 31, 2024 and $281,000
for the fiscal year ended December 31, 2023. The increased use of operating cash
flows in 2024 compared to 2023 is primarily due to increased payments of accrued
liabilities and payables.

 Management believes that non-cash
working capital levels are appropriate in the current business environment and
does not expect a significant increase or reduction of non-cash working capital
in the next 12 months.

 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. The Plan of
Liquidation and Dissolution requires the Cooperative to fulfill its contractual
obligations to Cargill and ProGold through December 31, 2026 and to take all
actions necessary to complete the sale of the Cooperative's 50% membership
interest in ProGold to Cargill pursuant to the terms of the ProGold Operating
Agreement and to otherwise wind up the business. Following completion of the
membership interest sale transaction (to be completed within 30 days following
December 31, 2026 per the terms of the ProGold Operating Agreement), the Plan of
Liquidation and Dissolution requires the Cooperative's Board of Directors to
establish a reasonable reserve for the payment of debts and credits, to allocate
and distribute the remaining sale transaction proceeds and Cooperative assets to
the members in accordance with the Bylaws, to pay all debts and credits, and
finally to allocate and distribute the residue of the reserve following the
payment of debts and credits.

 Critical Accounting Estimates

 Management's estimate of the
carrying value of the investment in ProGold is based on historical cost plus its
pro-rata share of ProGold's net income and additional paid-in capital less
distributions received from ProGold.

 The Cooperative does not pay out
Method A incentive payments or collect Method B agency fees until the end of its
fiscal year. These amounts are accrued quarterly and then confirmed at the end
of the fiscal year. The total annual Method B agency fee was determinable once
the members completed their delivery method determination prior to January 1,
2024. The quarterly Method B bushel delivery and agency fee revenue was
calculated by allocating the portion of the total annual agency fee for a
particular quarter or cumulating it for the particular period. The annual Method
B bushel delivery and agency fee revenue is confirmed at the conclusion of the
fiscal year. The Cooperative tracks Method A corn deliveries throughout the year
so it can report the bushels of corn delivered by its members as well as the
corresponding Method A incentive fees earned. The final amounts owed by or due
to Cargill and/or the Cooperative's members who elect to deliver using Method A
is not calculated until after December 31 in order to account for any failures
to deliver or over-deliveries of corn.

 The Cooperative has determined
corn revenue and corn expense for Method B deliveries based on the average
quarterly cost per bushel paid by Cargill to the Cooperative's members for
Method A quarterly deliveries.

 Recent Accounting Pronouncements

 There are no recent accounting
pronouncements issued or adopted that have a significant impact on the
Cooperative.

 Item 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT
MARKET RISK

 As a smaller reporting company, we are not required to provide
disclosure pursuant to this Item.

 Item 8. FINANCIAL STATEMENTS AND SUPPLEMENTAL DATA

 The Cooperative's financial
statements for fiscal year ended December 31, 2023 were audited by Widmer Roel,
P.C. The Cooperative's financial statements for fiscal year ended December 31,
2024 have been audited to the extent indicated in this report by Haynie and
Company, Inc., an independent registered public accounting firm. The financial
statements have been prepared in accordance with generally accepted accounting
principles and are included in Appendix A of this report.

 Item 9. CHANGES AND DISAGREEMENTS WITH ACCOUNTANTS ON
ACCOUNTING AND FINANCIAL DISCLOSURE

 None.

 Item 9A. CONTROLS AND PROCEDURES

 Evaluation of Disclosure Controls and Procedures

 As required by Rule 13a-15(b) of
the Exchange Act, the person serving as the Cooperative's chief executive
officer and chief financial officer has reviewed and evaluated, as of the end of
the period covered by this report, the effectiveness of the Cooperative's
disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e)
and 15d-15(e) promulgated under the Exchange Act). Based on that review and
evaluation, the chief executive officer and chief financial officer has
concluded that the Cooperative's current disclosure controls and procedures, as
designed and implemented, are effective in ensuring that information relating to
the Cooperative required to be disclosed in the reports the Cooperative files or
submits under the Exchange Act is recorded, processed, summarized and reported
within the time periods specified in the Security and Exchange Commission's
rules and forms, including ensuring that such information is accumulated and
communicated to the Cooperative's management, including the chief executive
officer and the chief financial officer, as appropriate to allow timely
decisions regarding required disclosure.

 Management's Report on Internal Control over
Financial Reporting

 Management is responsible for
establishing and maintaining adequate internal control over financial reporting
as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act. Our internal
control over financial reporting is a process designed 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.

 All internal control systems, no
matter how well designed, have inherent limitations. Therefore, even those
systems determined to be effective can provide only reasonable assurance with
respect to financial statement preparation and presentation. Because of its
inherent limitations, internal control over financial reporting may not prevent
or detect misstatements. Also, because of changes in conditions, the
effectiveness of internal control may vary over time.

 Management assessed the
effectiveness of the Cooperative's internal control over financial reporting as
of December 31, 2024, using criteria set forth by the Committee of Sponsoring
Organizations of the Treadway Commission (COSO) in Internal
Control-Integrated Framework (2013 framework) and concluded that the
Cooperative maintained effective internal control over financial reporting as of
December 31, 2024 based on these criteria.

 This annual report does not
include an attestation report of the Cooperative's registered public accounting
firm regarding internal control over financial reporting. Management's report
was not subject to attestation by the Cooperative's registered public accounting
firm pursuant to rules of the Securities and Exchange Commission that permit the
Cooperative to provide only management's report in this annual report.

 Changes in Internal Control over Financial Reporting

 There were no changes in the
Cooperative's internal control over financial reporting that occurred during the
Cooperative's most recent fiscal quarter that may have materially affected, or
are reasonably likely to materially affect, the Cooperative's internal control
over financial reporting.

 Item 9B. OTHER INFORMATION

 None.

 Item 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE
GOVERNANCE

 The Cooperative's Board of
Directors consists of nine directors, including two District Directors from each
of three geographic districts, North, Central and South, and three directors
serving as Directors-at-Large. District Directors must belong to the district
they represent and be elected by a majority of the members from their geographic
district voting in an election for that purpose. Directors-at-Large may come
from any district, but must be elected by a majority of all members voting in an
election for that purpose. Except as further described herein, directors are
elected to serve three-year terms. A director cannot serve more than four
consecutive full three-year terms on the Board. An individual who previously
served four consecutive three-year terms may be elected to the Board of
Directors again if they have not served for at least one year.

 Regardless of the type of
directorship, director nominees must be members of the Cooperative holding Units
of the Cooperative. In the case of a holder of Units who is other than a natural
person, a duly appointed or elected representative of such member may serve as a
director.

 Each year, three directors are
elected through the use of mailed ballots with notice of the annual meeting
provided to members qualified to vote as of the record date. Members qualified
to vote as of the record date from two of the three geographic districts will
elect directors for three-year terms. All members qualified to vote as of the
record date will be provided a mail ballot to elect one Director-at-Large for a
three-year term. Election results shall be determined based on timely received
mailed ballots and ballots collected at the annual meeting of the members.

 Each person's experience,
qualifications, attributes or skills to serve as a director are determined by
the voting members and are not reviewed or otherwise considered by the
Cooperative before any election. The Cooperative does not have a nominating
committee. A qualified member indicates his or her interest to serve by
submitting a petition no later than thirty days before the annual meeting. If a
member from a particular district, or from the general pool, does not come
forward indicating a desire to run for election to serve as a director, then
that seat on the Board of Directors becomes or remains unfilled.

 The Cooperative's Board officers consist of a Chairperson,
First Vice Chairperson, Second Vice Chairperson,

 Treasurer and Secretary of the Board. These board offices are
populated by members of the Board of Directors who are elected by and at the
discretion of the Board of Directors. Each of these individual's experience,
qualifications, attributes and skills to serve in their capacity as a board
officer are determined by the members of the Board of Directors who are voting
to place these individuals in these offices.

 The name, age, position, district and term details of each of
the directors and the Cooperative's Named Executive Officer are as follows:

 Director

 Name and
 Position

 Age

 District

 Since

 Term Expires

 Brett Johnson (Chairperson)

 Central

 2013

 2025

 Nicolas Pyle (Vice-Chairperson)

 Central

 2023

 2026

 Blane Benedict (Director)

 North

 2022

 2027

 Richard Bot (Director)

 South

 2017

 2026

 Mark Harless (Director)

 At Large

 2024

 2027

 Matthew Hasbargen (Secretary)

 At Large

 2013

 2025

 Brady Koehl (Director)

 At Large

 2022

 2026

 David Kragnes (Director)

 North

 2023

 2025

 Larry Vipond (Director)

 South

 2015

 2027

 Executive Officer

 Scott Stofferahn

 —

 —

 Below is the biographical information of each director and our
Named Executive Officer.

 Blane Benedict. Mr. Benedict was elected in March 2022.
Mr. Benedict has farmed near Sabin, MN since 1980. Mr. Benedict also operates a
farm business management company. Mr. Benedict attended North Dakota State
University and later received a degree in Farm Business Management from
Northland Community and Technical College. He is a director and former Chair of
Agrasure, a MN farmers-only Workers Compensation Insurance Agency and has served
as council chairperson of his church.

 Richard Bot. Mr. Bot has been a director since March
2017. Mr. Bot farms in partnership with his brother near Minneota, MN where he
raises feed grains and feeder lambs. From 1990 to 1996, Mr. Bot served on the
Yellow Medicine Watershed board. Mr. Bot has been a clerk of the Westerheim
Township Board since 2002. Mr. Bot is currently a member of the of the Minnesota
Rotary Club where he has served as President and as Assistant District Governor.
Mr. Bot has a Bachelor of Science degree in Animal Science from South Dakota
State University.

 Mark L. Harless. Mr. Harless was elected a director in
March 2024. Previously, he served as a director from 2011 through 2023. He
previously served as Chairperson from March 2013 to March 2023 and as First Vice
Chairperson from March 2013 to March 2015. Mr. Harless has farmed near Moorhead,
Minnesota, since 1985. Mr. Harless serves as President of the Lee Bean and Seed,
Inc., an edible bean elevator located in Borup, Minnesota, where he has been
employed since 1985. Mr. Harless received his Bachelor of Arts degree in
Communications from Concordia College.

 Matt Hasbargen. Mr. Hasbargen has been a director since
March 2013, Secretary since March 2015, and Chairperson of the Strategic
Planning Committee since March 2020. He farms near Breckenridge, Minnesota with
his father and brother. In the winter months he works for AgCountry Farm Credit
Services as a Senior Insurance Specialist, Trainer. Prior to returning home to
farm in 1999, Mr. Hasbargen worked for Minnesota Life in St. Paul, Minnesota
where he managed life insurance accounts for Farm Credit districts throughout
the United States. Mr. Hasbargen currently serves as a Director for the Minn-Dak
Farmers Cooperative. Mr. Hasbargen holds an Economics degree from Concordia
College. Mr. Hasbargen has reached the term limitation for serving on the
Cooperative's Board of Directors and, therefore, is not eligible to stand for
reelection at the Cooperative's 2025 Annual Member Meeting. The Cooperative
thanks Mr. Hasbargen for his years of service.

 Brett Johnson. Mr. Johnson has been a director since March 2013 and serves as Chairperson since March 2023. Mr. Johnson
previously served as 1 st Vice Chairperson and Finance and Audit
Committee Vice Chairperson from March 2022 to March 2023. He farms in
partnership with his brother near Mooreton, ND where they raise corn, soybeans,
and sunflowers. Mr. Johnson previously served twenty one years as a Township
Officer, twelve years on the Wyndmere, ND School Board, and six years on the
North Dakota Soybean Council. He holds a Bachelor of Science degree in
Agricultural Economics from North Dakota State University. Mr. Johnson has
reached the term limitation for serving on the Cooperative's Board of Directors
and, therefore, is not eligible to stand for reelection at the Cooperative's
2024 Annual Member Meeting. The Cooperative thanks Mr. Johnson for his years of
service.

 Brady Koehl. Mr. Koehl was elected as a director in
March 2022 and serves as Chair of the Finance and Audit Committee as of March
2023. Mr. Koehl is the controller at CR Koehl and Son's, his family's farming
operation located in Hancock, MN. Mr. Koehl received a Bachelor of Science
Degree in Accounting with minors in Ag Business Management and Economics in from
Southwest Minnesota State University. Prior to joining CR Koehl, Mr. Koehl was
employed as a public accountant with Conway, Deuth & Schmiesing, PLLP.

 David Kragnes. Mr. Kragnes has been a director since
March 2023 and serves as Second Vice Chairperson. Mr. Kragnes lives near Felton
MN where he has farmed from 1972 through 2021. He studied Ag Engineering at
NDSU. Mr. Kragnes served as a board member on the Red River and American
Sugarbeet Growers Associations, American Crystal Sugar board, where he served as
Chairman, United Sugars Corporation, Midwest Agri Commodities, and the CoBank
Board, Farm Credit Council Board, and the advisory committee for NDSU's Quentin
Burdick Center for Cooperatives. The National Council of Farmer Cooperatives
recognized him as Director of the year in 2007. Mr. Kragnes is seeking
reelection in the Cooperative's 2025 Annual Election.

 Nicolas A. Pyle. Mr. Pyle was elected a director in
March 2023 and serves as First Vice Chairperson. Previously, he served as a
director from 2010 through 2022. He previously served as Secretary from March
2013 to March 2015, as First Vice Chairperson from March 2015 to March 2022, and
Chaired the Audit Committee from March 2015 to March 2022. He has been farming
since 2002 near Casselton, North Dakota. Mr. Pyle serves as a director of
McIntyre-Pyle, Inc. Mr. Pyle is President and serves as a director of Unity Seed
Company, a member of Global Soy Genetics LLC and Director of McIntyre Farms
Partnership. Mr. Pyle holds a Bachelor of Science in Business degree in finance
from the University of Minnesota Carlson School of Management.

 Lawrence A. Vipond. Mr. Vipond has been a director since
March 2015, Chairman of the Personnel and Compensation Committee since March
2020, and Treasurer since March 2022. Mr. Vipond has been farming since 1971 and
is a partner in Vipond Farms of Norcross, MN. Mr. Vipond previously served on
the New Horizons Board of Directors and the St. Charles Church Board. Mr. Vipond
also served as Chairman of the Herman Community Center Capital Fund Drive. Mr.
Vipond attended Fergus Falls Community College.

 Scott Stofferahn. Mr. Stofferahn was elected Executive
Vice President, Chief Executive Officer and Chief Financial Officer of the
Cooperative effective October 15, 2012. Starting in March 2001, Mr. Stofferahn
worked as State Director and agricultural policy advisor for North Dakota
Senator Kent Conrad. Prior to that, he was the State Executive Director for the
North Dakota Farm Service Agency from 1993 to 2001. Mr. Stofferahn has extensive
public service experience including serving in the North Dakota State House of
Representatives from 1982 to 1992. Mr. Stofferahn received his Bachelor of
Science Degree from North Dakota State University.

 Audit Committee

 The Audit Committee assists the
Board of Directors in fulfilling its oversight responsibilities relating to the
Cooperative's financial reporting and controls, the annual independent audit of
the Cooperative's financial statements and the legal compliance and ethics
programs as established by management and the Board of Directors. The Audit
Committee selects the independent public accountants and approves the fees,
scope and procedural plans of the audits of the Cooperative's financial
statements. The Audit Committee administers the Cooperative's employee complaint
program and handles, on behalf of the full Board of Directors, any issues that
arise under the Cooperative's Code of Ethics. The Audit Committee has a charter
that is available from the Cooperative upon request.

 During fiscal year 2024, the
members of the Audit Committee were Brady Koehl, Chair, Richard Bot, Mark
Harless, David Kragnes, Nicolas Pyle, and Brett Johnson. The Board of Directors
of the Cooperative has determined that Mr. Koehl is an "audit committee
financial expert" as defined by the Securities and Exchange Commission. See Item
13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
regarding Mr. Koehl's independence.

 Report of the Audit Committee

 The Audit Committee has reviewed
and discussed with management and Haynie and Company our audited financial
statements contained in our Annual Report on Form 10-K for the fiscal year ended
December 31, 2024. The Audit Committee also discussed with Haynie and Company
the matters required to be discussed pursuant to PCAOB AS 1301, which includes,
among other items, matters related to the conduct of the audit of the
Cooperative's financial statements.

 The Audit Committee has received
and reviewed the written disclosures and the letter from Haynie and Company
required by the applicable requirements of the Public Company Accounting
Oversight Board regarding Haynie and Company's communications with the Audit
Committee concerning its independence from the Cooperative and has discussed
with Haynie and Company its independence from the Cooperative.

 Based on the review and
discussions referred to above, the Audit Committee recommended to the Board that
the audited financial statements be included in our Annual Report on Form 10-K
for our fiscal year ended December 31, 2024 for filing with the Securities and
Exchange Commission.

 Audit Committee

 Brady Koehl, Chair
Richard Bot
Mark Harless
David
Kragnes
Nicolas Pyle
Brett Johnson

 Code of Ethics

 The Cooperative has adopted a
code of ethics that applies to its executive officer and directors of the
Cooperative. The Cooperative's code of ethics is posted on its website. The
Cooperative intends to include on its website, within the time period required
by Form 8-K, any amendment to, or waiver from, a provision of our Code of Ethics
that applies to its principal executive officer, principal financial officer,
principal accounting officer, controller, or persons performing similar
functions, that relates to any element of the Code of Ethics definition
enumerated in Item 406(b) of Regulation S-K.

 Item 11. EXECUTIVE COMPENSATION

 Compensation Discussion and Analysis

 The Cooperative only has a single
employee who serves in the capacity of its chief executive officer and chief
financial officer (our Named Executive Officer). The primary objective of the
Cooperative's executive compensation program is to maintain a compensation
program that will fairly compensate the Named Executive Officer. In determining
the compensation of the Named Executive Officer, the Personnel and Compensation
Committee of the Board of Directors considers the financial condition and
operational performance of the Cooperative during the prior year.

 The Personnel and Compensation
Committee may review the compensation practices of other companies, based in
part on market survey data and other statistical data relating to executive
compensation obtained through industry publications and other sources. The
Personnel and Compensation Committee does not intend to benchmark executive
compensation directly with other publicly traded companies or other companies
with which we may compete for potential executives since some of these
competitors are privately held companies for which executive compensation
information may not be available. However, the Personnel and Compensation
Committee may compare executive compensation as a whole with the compensation
packages of other companies for which survey data is available, and may also
compare the pay of individual executives if the jobs are sufficiently similar to
make the comparison meaningful.

 Perquisites and Other Benefits

 401(k) Plan

 The Cooperative makes available a
401(k) plan for its Named Executive Officer. The Cooperative pays four percent
(4%) of employee's annual salary into the plan, and the employee may make
additional contributions up to the lawful limits.

 Employment Agreements

 Mr. Stofferahn is not party to an employment agreement with the
Cooperative.

 Deferred Compensation Agreement

 The Cooperative has not adopted
any bonus, profit sharing, or deferred compensation plans other than a pension
plan for which accruals were frozen as of January 1, 2013 and under which two
former employees received benefits. In December 2022, the Cooperative approved a
resolution to terminate the pension plan on March 31, 2023. The pension plan
termination was concluded in August 2024.

 Compensation Policies and Practices and Risk Management

 Mr. Stofferahn's compensation is
set by the Board. In the event it is modified, such a modification is based on a
performance evaluation conducted by our Personnel and Compensation Committee
that consists solely of members of the Board. As discussed throughout this
report, the revenue and expenses of the Cooperative directly relate to the price
of corn as well as the rental income received by ProGold and capital improvement
expenditures made by ProGold for the facility. Mr. Stofferahn has no control
over these factors. Based on this reality, no risks arise from the Cooperative's
compensation policies and practices that are reasonably likely to have a
material adverse effect on its business operations.

 Summary Executive Compensation Table

 The following table sets forth,
for the last two calendar years, the dollar value of all compensation awarded
to, earned by or paid to Mr. Stofferahn.

 All O ther

 Salary

 Compensation

 Total

 Name and
 Principal Position

 Year

 ($)

 ($) (1)

 ($)

 Scott Stofferahn, Executive Vice
 President**

 2024

 199,575

 40,722

 240,297

 2023

 192,335

 43,223

 235,558

 _______________________
** Mr. Stofferahn commenced his
employment on October 15, 2012.

 (1) All Other Compensation is comprised of premiums paid for
life and disability insurance, company contributions to the 401(k) plan and
reimbursements from the health reimbursement account.

 Director Compensation

 The Cooperative reimburses our
directors for expenses incurred in connection with board service. The
Cooperative's directors are paid $150 per month and the Chairperson is paid $375
per month. In addition, directors and the Chairperson receive a per diem of:

 •

 $300 per meeting they attend when the meeting
 plus their travel time exceeds 4 hours;

 •

 $150 per meeting they attend when the meeting
 plus their travel time is more than 2 but less than 4 hours;

 •

 $100 per meeting they attend when the meeting
 plus their travel time is more than 1 but less than 2 hours.

 The following table sets forth
for the year ending December 31, 2024 the dollar value of all cash and non-cash
compensation paid to individuals serving as directors of the Cooperative during
fiscal year 2024.

 Fees

 Earned or

 Paid in

 Name

 Cash

 Total

 Blane Benedict

 $

 3,550

 $

 3,550

 Richard Bot

 $

 4,300

 $

 4,300

 Mark Harless

 $

 3,400

 $

 3,400

 Matt Hasbargen

 $

 3,650

 $

 3,650

 Scott Jetvig *

 $

 1,300

 $

 1,300

 Brett Johnson

 $

 7,450

 $

 7,450

 Brady Koehl

 $

 4,600

 $

 4,600

 David Kragnes

 $

 4,500

 $

 4,500

 Nicolas A. Pyle

 $

 4,300

 $

 4,300

 Larry Vipond

 $

 3,850

 $

 3,850

 * Scott Jetvig retired effective after the 2024 Annual Member
Meeting.

 Item 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT AND RELATED STOCKHOLDER MATTERS

 The following table sets forth,
as of March 17, 2025 the number of Units beneficially owned and the percent so
owned by (1) each of our directors as of such date, (2) Scott Stofferahn, our
Executive Vice President (our Named Executive Officer) and (3) all of our
Directors and the Named Executive Officer as a group. The number of Units owned
by each person are those beneficially owned, as determined under the rules of
the SEC, and such information is not necessarily indicative of beneficial
ownership for any other purpose. Under such rules, beneficial ownership includes
any Units as to which a person has sole or shared voting power or investment
power and any Units which the person has the right to acquire within 60 days
through the exercise of any option, warrant or right, through conversion of any
security or pursuant to the automatic termination of a power of attorney or
revocation of a trust, discretionary account or similar arrangement. The
applicable percentage ownership is based on 15,490,480 Units outstanding held by
1,456 members. Each member of the Cooperative is allowed to cast one vote at any
meeting of the members, regardless of the number of Units actually held by that
member. Some of our directors hold their Units through more than one entity
which allows those directors to cast a vote for each one of those members. The
address of each director and our Named Executive Officer is 1002 Main Avenue W,
Suite 5, West Fargo, ND 58078.

 Amount and Nature of

 Beneficial Ownership

 Number of

 Number of

 Membership

 Percentage

 Name of
 Beneficial Owner

 Units (1)

 Votes(2)

 of Class

 Benedict, Blane

 40,000

 0.26

 %

 Bot, Richard

 204,700

 (3)

 1.32

 %

 Mark Harless

 58,000

 0.37

 %

 Hasbargen, Matt

 8,000

 (4)

 0.05

 %

 Johnson, Brett

 25,000

 0.16

 %

 Koehl, Brady

 9,000

 (5)

 0.06

 %

 Kragnes, David

 94,500

 (6)

 0.61

 %

 Pyle, Nicolas

 60,000

 (7)

 0.39

 %

 Vipond, Larry

 21,800

 0.14

 %

 Stofferahn, Scott

 28,160

 (8)

 —

 0.18

 %

 All directors and executive officers as a group (10 people)

 549,160

 3.55

 %

 _______________________________

 (1)

 Membership interests are measured Units which equal the
holder's proportionate financial right but not a governance right.

 (2)

 Voting rights are based on one member one vote.
 Each person or entity that holds units is a member for voting purposes.
 Some officers and directors own their units through multiple entities
 resulting in multiple membership votes.

 (3)

 Includes 102,350 Units owned directly by Mr.
 Bot's Revocable Living Trust and 102,350 Units owned by Mr. Bot's spouse's
 Revocable Living Trust.

 (4)

 Includes 8,000 Units owned by Matthew Hasbargen
 Farm LLC of which Mr. Hasbargen is President.

 (5)

 Includes 4,000 Units held by Mr. Koehl and
 5,000 Units owned by FTW LLP of which Mr. Koehl is a 2.3% owner.

 (6)

 Includes 85,500 Units owned directly and 9,000
 Units owned by Mr. Kragnes' spouse.

 (7)

 Includes 10,000 Units owned directly, 40,000
 Units owned by McIntyre Farms of which Mr. Pyle is a 25% owner, and 10,000
 Units owned by HarMar LLC of which Mr. Pyle is a 33% owner.

 (8)

 Includes indirect interest in 28,160 Units
 owned by Mr. Stofferahn's spouse.

 Item 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND
DIRECTOR INDEPENDENCE

 In accordance with the
Cooperative's Bylaws, only people who are members of the Cooperative or
representatives of members can serve on our Board of Directors. As members of
the Cooperative (or representatives of members), all of our directors have a
contractual patronage relationship with the Cooperative that obligates them to
deliver or contract to deliver corn to the Cooperative for processing. As a
result of this patronage relationship, the Cooperative's directors, like all
other member of the Cooperative, receive allocations of profit/loss and cash
distributions.

 The Cooperative has developed its
own definition of "Independent Director" that takes into account the patronage
relationship that exists between the Cooperative and each director. Under the
Cooperative's definition, the patronage relationship is not considered for
purposes of determining "independence." However, other relevant relationships
between the Cooperative and the directors, and certain family members, are
considered in assessing "independence." Except with respect to the patronage
relationship that exists, the Cooperative's definition is consistent with the
definition of an independent director found in Section 303A.02 of the New York
Stock Exchange Listed Company Manual. Below please find the Cooperative's
definition of an independent director:

 A director of the Cooperative
shall be considered an "Independent Director" unless:

 •

 The director has a material financial
 relationship with the Cooperative (either directly or as a partner,
 shareholder or officer of an organization that has a relationship with a
 company) other than the patronage relationship that exists between the
 Cooperative and each of its members.

 •

 The director is, or has been within the last 3
 years, an employee of the Cooperative; or immediate family member is, or
 has been within the last 3 years, an employee, of the Cooperative.

 •

 The director has received, or an immediate
 family member has received, during any 12-month period within the last 3
 years, more than $120,000 in direct compensation from the Cooperative,
 other than director or committee fees and pension or other forms of
 deferred compensation for prior service (provided such compensation is not
 contingent in any way on continued service).

 •

 (i) the director is a current partner or
 employee of a firm that is the Cooperative's internal or external auditor;

 (ii) the director has an immediate family
 member who is a current partner of such firm; (iii) the director has an
 immediate family member who is a current employee of such a firm and
 personally works on the Cooperative's audits; or (iv) the director or an
 immediate family member was, within the last 3 years, a partner or
 employee of such a firm and personally worked on the Cooperative's audit
 within that timeframe.

 •

 The director or an immediate family member is,
 or has been within the last 3 years, employed as an executive officer of
 another company, or any of the Cooperative's present executive officers,
 at the same time serves or served on that company's compensation
 committee.

 •

 The director is a current employee, or an
 immediate family member is a current executive officer, of a company that
 has made payments to, or received payments from, the Cooperative for
 property or services in an amount which, in any of the last 3 fiscal
 years, exceeds the greater of $1,000,000 or 2% of such company's
 consolidated gross revenues, other than as a result of such person's
 patronage relationship with the Cooperative.

 Based on the above definition, all of our
 directors are independent of management and of the Cooperative.

 Based on the above definition,
all of our directors are independent of management and of the Cooperative.

 Item 14. PRINCIPAL ACCOUNTING FEES AND SERVICES

 The following table presents fees
for professional audit services. For 2023, audit and other related fees were
rendered by Widmer Roel for the audits of the Cooperative's annual financial
statements for the year ended December, 31, 2023. For 2024, audit and other
related fees were rendered by Haynie and Company for the audit of the
Cooperative's annual financial statements for the year ended December 31, 2024.

 2024

 2023

 Audit Fees

 $

 62,436

 $

 59,798

 Audit-Related Fees

 —

 —

 Tax Fees

 —

 —

 All Other Fees

 —

 —

 Total

 $

 62,436

 $

 59,798

 Audit Fees. For fiscal year 2023, the Audit Fees set
forth above include the aggregate fees billed by Widmer Roel to the Cooperative
for audit services related to the audit of the Cooperative's annual financial
statements and review of the statements included in the Cooperative's quarterly
reports on Form 10-Q. For fiscal year 2024, the Audit Fees set forth
above include the aggregate fees billed by Haynie and Company to the Cooperative
for audit services related to the audit of the Cooperative's annual financial
statements and review of the statements included in the Cooperative's quarterly
reports on Form 10-Q.

 Audit-Related Fees. No
additional Audit-Related Fees were billed by Widmer Roel or Haynie and Company
to the Cooperative for assurance and related services provided by Widmer Roel or
Haynie and Company related to the performance of the audit or review of the
Cooperative's financial statements for fiscal 2024 and 2023.

 Tax Fees. No Tax Fees were
billed by Widmer Roel or Haynie and Company to the Cooperative for professional
services rendered by Widmer Roel or Haynie and Company for tax compliance, tax
advice and tax planning for fiscal 2024 and 2023.

 All Other Fees. No Other
Fees were billed by Widmer Roel or Haynie and Company to the Cooperative for
professional services provided by Widmer Roel or Haynie and Company to the
Cooperative for fiscal 2024 and 2023.

 The Cooperative's Audit Committee
pre-approves all professional services provided by Haynie and Company to the
Cooperative. The Audit Committee approved all of the services and the fees
billed for such services to the Cooperative. The Audit Committee makes its
decisions on the approval of services with due consideration given to
maintaining the independence of the principal accountant. None of the hours
expended on the audit of the 2024 financial statements were attributed to work
performed by persons who were not employed full time on a permanent basis by
Haynie and Company.

 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.

 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.

 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.

 Exhibit No.

 Exhibit Description

 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
 Language), are filed 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, 2024, 2023 and 2022; (v) Statements of Cash Flows for the
 years ended December 31, 2024, 2023 and 2022; and (vi) Notes to Financial
 Statements.

 Cover Page Interactive Data

 Item 16. FORM 10-K SUMMARY

 None

 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, on March 18, 2025.

 By:

 /S/
 Scott Stofferahn

 Scott Stofferahn

 Dated: March 18, 2025

 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.

 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 March 18, 2025.

 /S/ Brett Johnson

 /S/
 Nicolas Pyle

 Brett Johnson (Chairperson)

 Nicolas Pyle (Vice Chairperson)

 /S/ Blane Benedict

 /S/
 Richard Bot

 Blane Benedict (Director)

 Richard Bot (Director)

 /S/ Mark Harless

 /S/
 Matthew Hasbargen

 Mark Hasbargen (Director)

 Matthew Hasbargen (Director, Secretary)

 /S/ Brady Koehl

 /S/
 David Kragnes

 Brady Koehl (Director)

 David Kragnes (Director)

 /S/ Larry Vipond

 Larry Vipond (Director, Treasurer)

 /S/ Scott
 Stofferahn

 Scott Stofferahn (principal executive,

 financial and accounting officer)

 APPENDIX A

 INDEX TO THE CONSOLIDATED FINANCIAL STATEMENTS

 GOLDEN GROWERS COOPERATIVE FINANCIAL STATEMENTS

 Report of Independent
 Registered Public Accounting Firm (PCAOB Id 457)

 A-1

 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 December 31,
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.

 A-1

 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-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.

 A-8

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

 A-11

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.

 A-13

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