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 JANUARY 31, 2025 COMMISSION FILE NO. 001-09097

 REX AMERICAN RESOURCES CORPORATION

 (Exact name of registrant as specified in
its charter)

 Delaware

(State or other jurisdiction of

incorporation or organization)

 31-1095548

(I.R.S. Employer Identification No.)

 7720 Paragon Road, Dayton, Ohio

(Address of principal executive offices)

 45459

(Zip Code)

 Registrant's telephone number, including
area code ( 937) 276-3931

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

 Title of each class

 Trading Symbol(s)

 Name of each exchange

 on which registered

 Common Stock, $.01 par value

 REX

 New York Stock Exchange

 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 Section 15(d) of the Act. Yes No

(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

has submitted electronically every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation
S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes No

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

 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 extended transition period for complying with any
new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act

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. Yes No

 If securities are registered pursuant to
Section 12(b) of the Act, indicated by check mark whether the financial statements of the registrant included in the filing reflect
the correction of an error to previous issued financial statements. Yes No

 Indicate by check mark whether any of those
error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant's
executive offices during the relevant recovery period pursuant to §240.10D-1(b). Yes No

is a shell company (as defined in Rule 12b-2 of the Exchange Act) Yes No

 At the close of business on July 31, 2024,
the aggregate market value of the registrant's outstanding Common Stock held by non-affiliates of the registrant (for purposes
of this calculation, 2,095,851 shares beneficially owned by directors and executive officers of the registrant were treated as
being held by affiliates of the registrant), was $ 786,096,804.

 There were 17,012,776 shares of the registrant's
Common Stock outstanding as of March 27, 2025.

 Documents Incorporated by Reference

 Portions of REX American Resources Corporation's
definitive Proxy Statement for its Annual Meeting of Shareholders on June 4, 2025 are incorporated by reference into Part III of
this Form 10-K.

 Forward-Looking
Statements

 This Form 10-K contains or may contain
forward-looking statements as defined in the Private Securities Litigation Reform Act of 1995. Such statements can be identified
by use of forward-looking terminology such as "may," "expect," "believe," "estimate,"
"anticipate" or "continue" or the negative thereof or other variations thereon or comparable terminology.
Readers are cautioned that there are risks and uncertainties that could cause actual events or results to differ materially from
those referred to in such forward-looking statements. These risks and uncertainties include the risk factors set forth from time
to time in the Company's filings with the Securities and Exchange Commission and include among other things: the impact of
legislative and regulatory changes, the price volatility and availability of corn, distillers grains, ethanol, distillers corn
oil, gasoline and natural gas, commodity market risk, ethanol plants operating efficiently and according to forecasts and projections,
logistical interruptions, success in permitting and developing the planned carbon sequestration facility near the One Earth Energy
ethanol plant, changes in the international, national or regional economies, the impact of inflation, the ability to attract employees,
weather, results of income tax audits, changes in income tax laws or regulations, the impact of U.S. foreign trade policy and tariffs,
changes in foreign currency exchange rates, the effects of terrorism or acts of war and the effect of pandemics on the Company's
business operations, including impacts on supplies, demand, personnel and other factors. The Company does not intend to update
publicly any forward-looking statements except as required by law. Other factors that could cause actual results to differ materially
from those in the forward-looking statements are set forth in Item 1A.

 Available
Information

 REX makes available free of charge on its
Internet website its annual report on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, and amendments to
those reports as soon as reasonably practicable after such material is electronically filed with or furnished to the SEC. REX's
Internet website address is www.rexamerican.com. The contents of the Company's website are not a part of this report.

 Item 1.

 Business

 References to "we",
"us", "our", "REX" or "the Company" refer to REX American Resources Corporation
and its majority owned subsidiaries.

 All references in this report to a particular
fiscal year are to REX's fiscal year ended January 31. We refer to our fiscal year by reference to the year immediately preceding
the January 31 fiscal year end date. For example, "fiscal year 2024" means the period February 1, 2024 to January 31,
2025.

 Corporate History and Background

 REX was incorporated in Delaware in 1984
as a holding company. Our principal offices are located at 7720 Paragon Road, Dayton, Ohio 45459. Our telephone number is (937)
276-3931.

 In 2006, we started investing in ethanol
production facilities. We are currently invested in three ethanol production entities – One Earth Energy, LLC ("One
Earth"), NuGen Energy, LLC ("NuGen"), and Big River Resources, LLC ("Big River"). We own a majority
interest in One Earth and NuGen. We also own a majority interest in an entity that owned and, until November 18, 2021, operated
a refined coal facility; as we have ceased operating the refined coal facility, we began classifying the financial results of the
operating segment as discontinued operations. The federal production tax credits received through operation of this facility remain
under IRS audit. We now have one reportable segment, ethanol and by-products.

 General Overview

 We reported net income attributable to
REX common shareholders of $58.2 million in fiscal 2024 compared to approximately $60.9 million in fiscal 2023. Our ethanol business
had decreased profits in fiscal 2024 compared to fiscal 2023 primarily as a result of lower selling prices, offset partially by
a decrease in corn and natural gas prices. The two largest drivers of ethanol profitability are corn and ethanol pricing, both
of which experienced significant volatility within the year. Chicago Board of Trade corn prices per bushel ranged from a low of
$3.62 in August 2024 to a high of $4.97 in January 2025. S&P Global Platts ethanol pricing per gallon ranged from a low of
$1.38 in February 2024 to a high of $2.12 in June 2024.

 The form and structure of our ethanol investments
are tailored to the specific needs and goals of each project and the local farmer group or investor with whom we partner. We generally
participate in the oversight of our projects through our membership on the board of managers of the limited liability companies
that own the plants. We provide management oversight and direction with respect to most aspects of plant operations for our consolidated
ethanol companies. We have equity investments in three entities engaged in the production of ethanol as of January 31, 2025. The
following table is a summary of our ethanol entity ownership interests at January 31, 2025:

 Entity

 Location

 REX's Current

Ownership Interest

 One Earth Energy, LLC

 Gibson City, IL

 75.9%

 NuGen Energy, LLC

 Marion, SD

 99.7%

 Big River Resources, LLC:

 Big River Resources W Burlington, LLC

 Big River Resources Galva, LLC

 Big River United Energy, LLC

 Big River Resources Boyceville, LLC

 W. Burlington, IA

 Galva, IL

 Dyersville, IA

 Boyceville, WI

 10.3%

 10.3%

 5.7%

 10.3%

 The three entities own a total of six ethanol
production facilities, which in aggregate shipped approximately 727 million gallons of ethanol over the twelve-month period ended
January 31, 2025. REX's effective ownership of ethanol gallons shipped for the twelve-month period ended January 31, 2025,
was approximately 294 million gallons.

 Our ethanol operations are highly dependent
on commodity prices, especially prices for corn, ethanol, distillers grains, distillers corn oil and natural gas, and availability
of corn. As a result of price volatility for these commodities, our operating results can fluctuate substantially. The price and
availability of corn is subject to significant fluctuations depending upon several factors that affect commodity prices in general,
including crop conditions, the amount of corn stored on farms, weather, federal policy, foreign trade, tariffs and international
disruptions caused by wars or conflicts. Because the market prices of ethanol and distillers grains are not always directly related
to corn prices (for example, demand for crude and other energy and related prices, the export
market demand for ethanol and distillers grains, soybean meal prices, and the results of federal policy decisions, trade negotiations,
and tariffs can impact ethanol and distillers grains prices), at times ethanol and distillers grains prices may not follow
movements in corn prices and, in an environment of higher corn prices or lower ethanol or distillers grains prices, reduce the
overall margin structure at the plants. As a result, at times, we may operate our plants at negative or minimally positive operating
margins.

 We expect our ethanol plants to produce
approximately 2.9 gallons of denatured ethanol for each bushel of corn processed in the production cycle. We refer to the actual
gallons of denatured ethanol produced per bushel of corn processed as the realized yield. We refer to the difference between the
price per gallon of ethanol and the price per bushel of corn (divided by the realized yield) as the "crush spread."
Should the crush spread decline, it is possible that our ethanol plants will generate operating results that do not provide adequate
cash flows for sustained periods of time. In such cases, production at the ethanol plants may be reduced or stopped altogether
in order to minimize variable costs at individual plants.

 We attempt to manage the risk related to
the volatility of commodity prices by utilizing forward corn and natural gas purchase contracts, forward ethanol, distillers grains
and distillers corn oil sale contracts, and commodity futures agreements, as management deems appropriate. We attempt to match
quantities of these sales contracts with an appropriate quantity of corn purchase contracts over a given period of time when we
can obtain an adequate gross margin

 resulting from the
crush spread inherent in the contracts we have executed. However, the market for future ethanol sales contracts generally lags
the spot market with respect to ethanol prices. Consequently, we generally execute fixed price ethanol contracts for no more than
four months into the future at any given time and we may lock in our corn or ethanol price without having a corresponding locked
in ethanol or corn price for short durations of time. As a result of the relatively short period of time our fixed price contracts
cover, we generally cannot predict the future movements in our realized crush spread for more than four months; thus, we are unable
to predict the likelihood or amounts of future income or loss from the operations of our ethanol facilities.

 One
Earth Sequestration, LLC, a wholly owned subsidiary of One Earth Energy, LLC, is in the developmental stage of a carbon
sequestration project near the One Earth Energy ethanol plant. A test well has been drilled to a total depth of approximately 7,100
feet, in which was encountered almost 2,000 feet of Mt. Simon Sandstone, which is the geological formation that is the region's
primary carbon storage resource. Three-dimensional seismic testing has been performed, as well as geological modeling for predicting
the movement of injected carbon and the plume area to determine maximum injection pressure, reservoir quality and storage capacity
for the potential wells. In October 2022, we applied for a Class VI injection well permit for three wells with the U.S. Environmental
Protection Agency ("EPA"), and we continue to provide information to the EPA during the technical review of our application
upon request. We currently expect the EPA to prepare a draft permit by the second quarter of 2025 and make a final permit decision
by late in the third quarter of 2025, according to the EPA's Class VI Permit Tracker Dashboard on their website. We have
now secured sufficient subsurface easements for the proposed first injection well to allow for sequestration of all the carbon
emissions from the One Earth Energy ethanol plant for a minimum of 15 years. We also need to obtain a county special-use zoning
permit for the sequestration site. In 2022, we began construction of a facility to capture, dehydrate, and compress carbon dioxide
from the One Earth Energy ethanol plant to a state suitable for sequestration. While we have completed the construction of the
capture and compression facility, testing has not yet been completed and we cannot begin construction of the pipeline or sequestration
well until further permits and approvals are received.

 In October 2023, we submitted an application
to the Illinois Commerce Commission ("ICC") for a certificate of authority under the state's Carbon Dioxide Transportation
and Sequestration Act (the "CO 2 Act") to build a short pipeline to deliver carbon dioxide from the
One Earth Energy ethanol plant to the proposed sequestration site. We have obtained easements from all of the necessary landowners
for the use of their land for the pipeline for the first two wells. On May 26, 2024, however, the Illinois General Assembly passed
the Safety and Aid for the Environment in Carbon Capture and Sequestration Act (Senate Bill 1289), which was signed by the governor
in July 2024. The new legislation imposes additional safety, environmental and other requirements on obtaining permits and approvals
for carbon capture and sequestration facilities in Illinois, including CO 2 pipelines. Further, the new legislation
imposes a moratorium on the issuance of new certificates of authority for the construction of CO 2 pipelines until
the earlier of the date federal CO 2 pipeline safety standards are finalized by the federal Pipeline and Hazardous
Materials Safety Administration (PHMSA) or, subject to certain other conditions, July 1, 2026. As a result of this legislation,
the ICC dismissed our application without prejudice, and we will be required to resubmit an application after rules are finalized
or subsequent to July 1, 2026.

 Although we have made meaningful progress
and significant investments in the carbon sequestration project at One Earth Energy, we continue to work with the various government
agencies involved to obtain all required permits and approvals, with no assurance of the ultimate success or timing of the project.
Also see the discussion under "Trends and Uncertainties" on pages 25 and 26 of certain recently proposed legislation
that, if enacted, could impact our carbon sequestration project.

 We also intend to concurrently expand the
One Earth ethanol plant. We received a construction permit from the EPA to increase production from 150 million gallons of ethanol
per year to 175 million gallons of ethanol per year. Once we achieve that level of production, we intend to apply for another permit
to 200 million gallons per year.

 Finally, we continue to work to identify
ways to reduce our carbon intensity ("CI") score at the One Earth plant with the intention of maximizing tax credits
available under the Inflation Reduction Act ("IRA"). The IRA created a new Clean Fuel Production Credit, available
for calendar years 2025 – 2027, of approximately $0.02 per ethanol gallon per CI point reduction below a 50 CI score threshold
to incentivize further increases in plant efficiencies within the industry. The U.S. Department of the Treasury has not yet issued
final rules on qualification for 45Z tax credits.

 The Company is reviewing certain aspects
of the expansion portion of the project and its impact on the previously reported expected project costs. Due to this, along with
permitting delays and the impact of inflation, we have increased the budget for both projects to approximately $220 million to
$230 million, subject to further refinement as we move forward. We plan to pay for all costs from available cash. As of January
31, 2025, we had spent $55.7 million since inception and were contractually committed to spend an additional $0.9 million toward
the carbon sequestration project. If the carbon sequestration project is successful, we believe we will qualify for tax credits
under section 45Q of the Internal Revenue Code ("45Q"), based on tons of carbon sequestered, and section 45Z of the
Internal Revenue Code ("45Z"), based on gallons of ethanol produced, as outlined in the IRA. However, 45Z credits are
only available for calendar years 2025 – 2027 and the regulations have not yet been finalized by the U.S. Department of the
Treasury. As of January 31, 2025, we had spent $59.9 million since inception and were contractually committed to spend an additional
$8.7 million toward plant capacity expansion and ongoing efforts to reduce our CI scoring.

 In May 2023, NuGen Energy, LLC, our majority
owned ethanol plant in Marion, South Dakota, signed an agreement to be part of Summit Carbon Solutions' carbon capture and
storage pipeline network, with storage planned to be in North Dakota. Should Summit Carbon Solutions be able to obtain all necessary
permits and approvals, the agreement would allow NuGen to share in the economic benefits of tax credits through the sale of the
carbon dioxide output of its ethanol production facility for sequestration, as well as reduce its net carbon emissions. In March
2025, South Dakota signed a bill into law that bans the use of eminent domain in connection with carbon dioxide pipelines. This
act could make the sequestration project for the NuGen Energy facility more difficult to materialize.

 We plan to seek and evaluate various investment
opportunities including energy related, carbon sequestration, agricultural and other ventures we believe fit our investment criteria.
We can make no assurances that we will be successful in our efforts to find such opportunities. We have a stock buyback program
with an authorization level of an additional 504,219 shares at January 31, 2025. Subsequent to January 31, 2025 the
Company repurchased 281,709 shares for approximately $11.9 million through open market transactions. After these repurchases, a
total of 222,510 shares remained available to purchase under existing board authorization. On March 25, 2025, the Board of Directors
authorized the repurchase from time to time of up to an additional 1,500,000 shares through open market transactions, privately
negotiated transactions, or transactions by other means in accordance with applicable securities laws. We typically repurchase
our common stock when our stock price is trading at prices we deem to be a discount to the underlying value of our net assets.

 Ethanol Industry

 Ethanol is a renewable fuel produced by
processing corn and other biomass through a fermentation process that creates combustible alcohol that can be used as a fuel additive
to reduce vehicle emissions from gasoline, as an octane enhancer to improve the octane rating of gasoline with which it is blended
and, to a lesser extent, as a gasoline substitute. The majority of ethanol produced in the United States is made from corn because
of its wide availability and ease of convertibility from large amounts of carbohydrates into glucose, the key ingredient in the
fermentation process that is used in producing alcohol. Ethanol production can also use feedstocks such as grain sorghum, switchgrass,
wheat, barley, potatoes and sugarcane as carbohydrate sources. Most ethanol plants have been located near large corn production
areas, such as Illinois, Indiana, Iowa, Minnesota, Nebraska, Ohio and South Dakota. Railway access and interstate access are vital
for ethanol facilities due to the large amount of raw materials and finished goods required to be shipped to and from the facilities.
An adequate supply of natural gas is key to maintaining optimal operating levels.

 According to the Renewable Fuels Association
("RFA"), the United States ethanol industry produced an estimated 16.1 billion gallons of ethanol in 2024, compared
to 15.6 billion gallons in 2023. Approximately 1.9 billion gallons were estimated to have been exported from the United States
in 2024. According to the RFA, the United States ethanol industry consists of 198 plants in 24 states with an annual capacity of
approximately 18.3 billion gallons of ethanol production.

 Domestic demand for ethanol is highly dependent
upon federal and state legislation and regulations. On December 19, 2007, the Energy Independence and Security Act of 2007 (the
"Energy Act of 2007") was enacted. The Energy Act of 2007 established new levels of renewable fuel mandates, including
two different categories of renewable fuels: conventional biofuels and advanced biofuels. The federal government mandates the use
of renewable fuels under Renewable Fuel Standard II ("RFS II"), established in October 2010. Corn-based ethanol is
considered a conventional biofuel. There were mandated volumes established as part of the RFS II for conventional and advanced
biofuels through

 the year 2022. After
2022, RFS volumes are to be determined by the EPA in coordination with the Secretaries of Energy and Agriculture. The mandated
volumes for conventional biofuel were to reach 15.0 billion gallons in 2015 and maintain that level until 2022.

 The EPA has set conventional renewable
fuel volumes of 15.0 billion gallons for 2023 through 2025. Additionally, in 2023, the EPA restored 250 million gallons previously
waived. The EPA was required to propose Renewable Volume Obligations ("RVO"s) for 2026 by November 2024, but the administration,
at that time, indicated on July 8, 2024 an intention to propose RVOs for 2026 and beyond in March 2025, and finalize them in December
2025. The new administration has not yet provided an updated timeline for these rules.

 Under RFS II, a small refiner that processes
less than 75,000 barrels of oil per day can petition the EPA for a waiver of their requirement to acquire and submit renewable
identification numbers ("RINs"). The EPA, through consultation with the Department of Energy and the Department of
Agriculture, can grant the refiner a full or partial waiver, or deny the waiver. The EPA issued 88 refinery exemptions for 2016-2018
compliance years, undercutting the statutory renewable fuel volumes by a total of 4.3 billion gallons. The EPA has not granted
any small refinery waivers for 2019-2022 and has continued that stance in the proposed volumes for 2023-2025. There remain multiple
ongoing legal challenges to how the EPA has handled the small refinery waivers. In July 2024, the U.S. Court of Appeals for the
District of Columbia Circuit vacated many of the EPA's 2022 Small Refinery Exemption ("SRE") denials. The EPA
had denied 105 SREs in 2022. As a result of this Court ruling, the EPA has voluntarily moved to rescind the agency's 2023
denial of 26 SREs. As of March 2025, there were 156 SRE waivers pending.

 Ethanol Production

 The plants
in which we have invested are designed to use the dry milling method of producing ethanol. In the dry milling process, the entire
corn kernel is first ground into flour, which is referred to as "meal," and processed without separating out the various
component parts of the grain. The meal is processed with enzymes, chemicals and water, and then placed in a high-temperature cooker.
It is then transferred to fermenters where yeast is added and the conversion of sugar to ethanol begins. After fermentation, the
resulting liquid is transferred to distillation columns where the ethanol is separated from the remaining "stillage"
for fuel uses. The anhydrous ethanol is then blended with a denaturant, such as natural gasoline, to render it undrinkable and
thus not subject to beverage alcohol tax. With the starch elements of the corn consumed in the above-described process, the principal
by-product produced by the dry milling process is dry distillers grains with solubles, or DDGS. DDGS is sold as a protein used
in animal feed, which recovers a portion of the corn value not absorbed in ethanol production. Depending on market and operating
conditions, we may also sell modified distillers grains, or wet distillers grains, by removing less liquid content compared to
DDGS. We also generate revenues from the sale of distillers corn oil produced at our facilities. Distillers corn oil is sold to
the animal feed market, as well as biodiesel and other chemical markets.

 The Primary Uses of Ethanol

 Blend component. Today,
much of the ethanol blending in the U.S. is done to meet the RFS. Most regular gasoline is produced using blendstock with an octane
rating of 84, which is then increased to 87 (the minimum octane rating required in most states) by adding 10% ethanol according
to the RFA. The industry is attempting to expand ethanol blending above the current 10% for most vehicles in use. The EPA has approved
the use of 15% ethanol ("E-15"), which has an octane rating of 88, in gasoline for cars, SUV's and light duty
trucks made in 2001 and later. Previously, the EPA had not granted E-15 the same Reid vapor pressure ("RVP") waiver
as E-10 so it could only be sold from September 16 through May 31 for those vehicles in most markets. The EPA issued emergency
waivers to allow the sale of E-15 for the summer months in the years 2022 through 2024. Eight Midwest states (Illinois, Iowa, Minnesota,
Missouri, Nebraska, Ohio, South Dakota, and Wisconsin) petitioned the EPA to allow year-round sales of E-15 in their states. The
EPA has approved this request beginning in 2025 but will consider requests from individual states to delay implementation by one
year. To date, Ohio and South Dakota have requested a one-year delay, which the EPA has now approved.

 Clean air additive. Ethanol
is employed by the refining industry as a fuel oxygenate, which when blended with gasoline, allows engines to combust fuel more
completely than gasoline that has not been oxygenated and thus reduce emissions from motor vehicles. Ethanol contains 35% oxygen,
which results in more complete combustion of the fuel in the engine cylinder. Oxygenated gasoline is used to help meet certain
federal and air emission standards.

 Octane enhancer.
Ethanol increases the octane rating of gasoline with which it is blended. Octane is a measure of fuel performance. Ethanol is used
by gasoline suppliers as an octane enhancer both for producing regular grade gasoline from lower octane blending stocks and for
upgrading regular gasoline to premium grades.

 Legislation

 The United States ethanol industry is highly
dependent upon federal and state legislation. See Item 1A. Risk Factors for a discussion of legislation affecting the U.S. ethanol
industry.

 Refined Coal Facility

 On August 10, 2017, we purchased, through
a 95.35% owned subsidiary, the entire ownership interest of an entity that owned a refined coal facility. We began operating the
refined coal facility immediately after the acquisition. Using licensed technology, our plant applied two separate chemicals to
convert feedstock coal into refined coal, which was sold to the end user of the refined coal. The refined coal operating results
were subsidized by federal production tax credits through November 18, 2021, subject to meeting qualified emissions reductions
as governed by Section 45 of the IRC. We ceased operating the facility on November 18, 2021 and subsequently sold the facility.
The federal production tax credits received through ownership of this facility, approximately $58.2 million, remain under IRS audit.

 Facilities

 As of our fiscal year end, our consolidated
ethanol entities owned a combined 1,591 acres of land and two facilities that shipped a combined quantity of approximately 290
million gallons of ethanol in fiscal year 2024. We also own our corporate headquarters office building, consisting of approximately
7,500 square feet, located in Dayton, Ohio.

 Human Capital Resources

 The
attraction, retention and development of employees is critical to our success. We accomplish these objectives through a variety
of actions, including our competitive compensation policies, discretionary stock award programs, training initiatives, and growth
opportunities within our Company. At January 31, 2025, we had 122 employees at our two consolidated ethanol plants and at our corporate
headquarters. None of our employees are represented by a labor union. We expect this employment level to remain relatively stable.
We consider our relationship with our employees to be good.

 We conduct regularly
scheduled safety meetings and require all employees to go through safety training. We evaluate employee safety incidents monthly
and investigate such incidents promptly. In addition, we conduct periodic safety audits performed by an independent third party.
A portion of our incentive compensation plan rewards employees for attaining certain safety goals.

 We believe we offer market
competitive compensation and benefit programs for our employees. In addition to competitive base wages, all employees are eligible
for an incentive compensation program, a Company matched 401(k) plan, healthcare benefits, and paid time off.

 Service Marks

 We have registered the service marks "REX"
and "Farmer's Energy" with the United States Patent and Trademark Office. We are not aware of any adverse claims
concerning our service marks.

 Item 1A.

 Risk Factors

 We encourage you to carefully consider
the risks described below and other information contained in this report when considering an investment decision in REX common
stock. Any of the events discussed in the risk factors below may occur. If one or more of these events do occur, our results of
operations, financial condition or cash flows could be materially adversely affected. In this instance, the trading price of REX
stock could decline, and investors might lose all or part of their investment.

 Risks Related to our Ethanol and By-Products
Business

 The ethanol industry is changing rapidly
which could result in unexpected developments that could negatively impact our operations.

 According to the RFA, the ethanol industry
grew from approximately 1.5 billion gallons of domestic annual ethanol production in 1999 to a peak of approximately 16.1 billion
gallons in 2018, which it matched in 2024. In 2023 and 2022, the industry produced approximately 15.6 and 15.4 billion gallons,
respectively, reflecting industry conditions and reduced demand. Thus, there have been significant changes in the supply and demand
of ethanol over a relatively short period of time which could lead to difficulty in maintaining profitable operations at our ethanol
plants.

 The financial returns on our ethanol
investments are highly dependent on commodity prices, which are subject to significant volatility, uncertainty and regional supply
shortages, so our results could fluctuate substantially.

 The financial returns
on our ethanol investments are highly dependent on commodity prices, especially prices for corn, natural gas, ethanol, distillers
grains, distillers corn oil and gasoline, and availability of corn. As a result of the volatility of the prices for these items,
our returns may fluctuate substantially and our investments could experience periods of declining prices for their products and
increasing costs for their raw materials, which could result in operating losses at our ethanol plants.

 The gross margin at our
ethanol plants depends principally on the spread between ethanol, distillers grains, distillers corn oil, and corn prices. Fluctuations
in the spread are likely to continue to occur. A sustained narrow or negative spread, whether as a result of sustained high or
increased corn prices or sustained low or decreased ethanol prices, would adversely affect the results of operations at our ethanol
plants.

 Our returns on
ethanol investments are highly sensitive to corn prices.

 Corn is the principal
raw material our ethanol plants use to produce ethanol and by-products. As a result, changes in the price of corn can significantly
affect our businesses. Rising corn prices result in higher production costs of ethanol and by-products. Because ethanol competes
with non-corn-based fuels, our ethanol plants may not be able to pass along increased grain costs to our customers. At certain
levels, grain prices may make ethanol uneconomical to produce.

 The price of corn is
influenced by weather conditions and other factors affecting crop yields, transportation costs, farmer planting decisions, exports,
foreign production, the value of the U.S. dollar, and general domestic and foreign economic, market and regulatory factors, including,
but not limited to, the impacts from the Russian-Ukraine conflict as well as other conflicts and political unrest, both foreign
and domestic. These factors include government policies and subsidies with respect to agriculture, international trade and tariffs,
and global and local demand and supply. The significance and relative effect of these factors on the price of corn is difficult
to predict. Any event that tends to negatively affect the production and/or supply of corn, such as adverse weather or crop disease,
could increase corn prices and potentially harm the business of our ethanol plants, to include intermittent production slowdowns
or stoppages. Increasing domestic ethanol production could boost the demand for corn and result in increased corn prices. International
demand for corn could also result in higher or lower corn prices. Our ethanol plants may also have difficulty, from time to time,
in physically sourcing corn on economic terms due to regional supply shortages, transportation issues, delays in farmer marketing
decisions or unfavorable local pricing. The corn harvest near our NuGen facility for 2022 was negatively impacted by dry weather
and impacted the supply of corn until the 2023 harvest. Such a shortage or price impact could require our ethanol plants to suspend
operations which would have a material adverse effect on our consolidated results of operations.

 Our risk management
strategies may be ineffective and may expose us to decreased profitability and liquidity.

 In an attempt to partially
offset the impact of volatility of commodity prices, we enter into: i) forward contracts to sell a portion of our ethanol, distillers
grains, and distillers corn oil production and to purchase a portion of our corn and natural gas requirements and; ii) commodity
futures and swap agreements. The financial impact of these risk management activities is dependent upon, among other items, the
prices involved and our ability to receive or deliver the commodities

 involved. Risk management
activities can result in financial loss when positions are purchased in a declining market or when positions are sold in an increasing
market. In addition, we may not be able to match the appropriate quantity of corn contracts with quantities of ethanol, distillers
grains and distillers corn oil contracts. Further, o ur results may be impacted by a mismatch
of gains or losses associated with the positions during a reporting period when the physical commodity purchase or sale has not
yet occurred. We vary the amount and type of risk management techniques we utilize, and we may choose not to engage in any
risk management activities. Should we fail to properly manage the inherent volatility of commodity prices, our results of operations
and financial condition may be adversely affected.

 The market for
natural gas is subject to market conditions that create uncertainty in the price and availability of the natural gas that our ethanol
plants use in their manufacturing process.

 Our ethanol plants rely
upon third parties for their supply of natural gas, which is consumed as fuel in the production process. The prices for and availability
of natural gas are subject to volatile market conditions. These market conditions often are affected by factors beyond the ethanol
plants' control, such as weather conditions, overall economic conditions, export market, governmental regulation and foreign
and domestic relations, including, but not limited to, the impacts from the Russian-Ukraine conflict. Significant disruptions in
the supply of natural gas could impair or completely prevent the ethanol plants' ability to economically manufacture ethanol
for their customers. Furthermore, increases in natural gas prices may adversely affect results of operations and financial position
at our ethanol plants.

 Fluctuations in the selling price
of commodities may reduce profit margins at our ethanol plants.

 Ethanol is marketed as a fuel additive
to reduce vehicle emissions from gasoline, as an octane enhancer to improve the octane rating of gasoline with which it is blended
and, to a lesser extent, as a gasoline substitute. As a result, ethanol prices are influenced by the supply and demand for gasoline,
and our ethanol plants' results of operations and financial position may be materially adversely affected if gasoline demand
decreases or the price of gasoline declines making ethanol less economical.

 Distillers grains compete with other protein-based
animal feed products. The price of distillers grains may decrease when the prices of competing feed products decrease. The prices
of competing animal feed products are based in part on the prices of the commodities from which these products are made. Historically,
sales prices for distillers grains have tracked along with the price of corn and soybean meal. However, there have been instances
when the price increase for distillers grains has lagged increases in corn prices.

 The production of distillers grains has
increased as a result of increases in dry mill ethanol production in the United States. This could lead to price declines in what
we can sell our distillers grains for in the future. Such declines could have a material adverse effect on our results of operations.

 Pricing of distillers corn oil is primarily
driven by the demand from renewable diesel, biodiesel, and to some extent, synthetic aviation fuel markets. Distillers corn oil
is marketed as a low-carbon feedstock to be used in these markets which may see expanded demand due to the extended blending tax
credit, credits included in the IRA and growing Low Carbon Fuel Standard ("LCFS") markets, resulting in an impact to
distillers corn oil demand. With a lower CI score, distillers corn oil may see improved pricing compared to heating oil and soybean
oil, which it has traditionally tracked closely in price. Alternatively, other feedstocks such as cooking oil and animal fats,
with lower CI scoring, could be preferred over distillers corn oil. A decrease in the price of or demand for distillers corn oil
could negatively impact our results of operations.

 Inflation could impact
the cost and/or availability of material, labor and other input, which could adversely affect our operations.

 We have experienced inflationary impacts
on key production inputs, labor costs consisting of both wages and other labor-related costs, services, equipment and other inputs.
These inflationary pressures could continue or worsen in future periods and may be beyond our control. We may not be able to pass
these increased costs along to our customers through the products we sell. As a result, inflation and higher prices could negatively
impact our results of operations.

 We are currently working on carbon sequestration
and plant expansion projects at the One Earth plant. We have experienced permitting delays which could lead to inflationary pricing
increases on the construction.

 The price of ethanol and distillers
grains may decline as a result of trade restrictions, duties or tariffs on ethanol and distillers grains exports from the United
States or from unfavorable foreign currency exchange rates.

 Ethanol and other products that we produce
are sold into various other countries with trade agreements with the United States. If the United States were to withdraw from
or materially modify certain international trade agreements, our business, financial condition and results of operations could
be materially adversely affected. In addition, there have been increased threats of tariffs on imports by the current Trump administration.
If tariffs lead to retaliatory actions by countries that are markets for our products, it could have material adverse effect on
our business, financial condition and results of operations.

 The United States exported an estimated
1.9 billion gallons of ethanol in 2024, up from approximately 1.4 and 1.3 billion gallons in 2023 and 2022, respectively. 36% of
the 2024 exports of ethanol were sold in Canada. Further, in 2024 and 2023, an estimated 12.2 and 10.8 million metric tons, respectively,
of distillers grains were exported by the United States, which represented approximately 37% and 34% in 2024 and 2023, respectively,
of U.S production. Of the total United States exports of distillers grains in 2024, 21% were exported to Mexico. If producers and
exporters of ethanol and distillers grains are subjected to trade restrictions, or additional duties or tariffs are imposed on
U.S. exports, particularly by Canada and Mexico, it may make it uneconomical to export these products. The industry has experienced
various trade policy disputes, tariffs and investigations in foreign countries that have adversely impacted the international demand
for our products. Reduced international demand could lead to further oversupply and reduce pricing.

 Increased ethanol
production or decreases in demand for ethanol may result in excess production capacity in the ethanol industry, which may cause
the price of ethanol, distillers grains and distillers corn oil to decrease.

 According to the RFA,
domestic ethanol production capacity is approximately 18.3 billion gallons per year. Under RFS II, there were mandated volumes
through 2022 for conventional and advanced biofuels. After 2022, RFS volumes are to be determined by the EPA in coordination with
the Secretaries of Energy and Agriculture. The EPA has set conventional renewable fuel volumes of 15.0 billion gallons for 2023
through 2025. In addition, for 2023 they restored 250 million gallons previously waived. The implied excess capacity over the EPA
proposed volumes could have an adverse effect on the results of our operations. In a manufacturing industry with excess capacity,
producers have an incentive to manufacture additional products for so long as the price exceeds the marginal cost of production
(i.e., the cost of producing only the next unit, without regard for interest, overhead or fixed costs). This incentive could result
in the reduction of the market price of ethanol to a level that is inadequate to generate sufficient cash flow to cover costs.

 A decrease in demand
for ethanol may result in excess capacity, which could result from a number of factors, including, but not limited to, regulatory
developments and reduced U.S. gasoline consumption. Reduced gasoline consumption could occur as a result of increased prices for
gasoline or crude oil, which could cause businesses and consumers to reduce driving or acquire vehicles with more favorable gasoline
mileage or acquire non-gasoline powered vehicles. In addition, decreased overall economic activity could also lead to reduced gasoline
consumption.

 In addition, because
ethanol production produces distillers grains and distillers corn oil as by-products, increased ethanol production will also lead
to increased supplies of distillers grains and distillers corn oil. An increase in the supply of distillers grains and distillers
corn oil, without corresponding increases in demand, could lead to lower prices or an inability to sell our ethanol plants'
distillers grains and distillers corn oil production. A decline in the price of distillers grains or distillers corn oil could
have a material adverse effect on the results of our business, financial condition, and results of operations.

 Future demand for ethanol is uncertain
and changes in overall consumer demand for transportation fuel could affect demand.

 There are limited markets for ethanol other
than what is federally mandated. Increased consumer acceptance of E15 and E85 fuel is likely necessary in order for ethanol to
achieve significant market share growth beyond federal mandate levels.

 Consumer demand for gasoline may be impacted
by emerging transportation trends, such as hybrid and electric vehicles. Numerous automobile manufacturers have announced plans
to phase out internal combustion engine production by the mid-2030s. There also have been pledges to ban the sale of internal combustion
engines in countries such as Japan and the United Kingdom by 2035, as well as a statewide ban in California, which several states
are imitating. If realized, these bans would accelerate the decline of liquid fuel demand and by extension demand for ethanol,
biodiesel and renewable diesel. Recent federal legislation seeks to address the ever-increasing demand for electric vehicle infrastructure.
Reduced demand for ethanol could cause our results of operations to be materially impacted.

 We may not successfully develop our
planned carbon sequestration facility near the One Earth Energy ethanol plant.

 The Company has committed significant time
and resources towards a carbon sequestration project near the One Earth Energy ethanol plant. The completion and start-up of this
project requires numerous government approvals. If we are not successful in obtaining all these approvals, we may not be able to
complete this project and could result in a significant write off of our commitments and investment, which totals approximately
$55.7 million as of our most recent year-end. Recent delays in permitting could result in increased costs to complete the project.

 If we are not successful on this project,
our ethanol plant could be at a disadvantage in the industry as our inability to sequester our carbon could result in a higher
CI score than our competitors if they are able to sequester their carbon. If we are unable to reduce our CI score, we may not be
able to participate in the state and federal clean fuel programs, including federal tax credits outlined in the IRA.

 Carbon capture and sequestration projects
are subject to federal, state, and local regulations.

 In addition to our planned carbon sequestration
facility near our One Earth Energy ethanol plant, we have signed an agreement to deliver our carbon from the NuGen Energy facility
to an outside party. These projects may not result in any realized benefit due to delays or suspended operations. Investments being
made in these projects are based on regulatory guidelines, such as modeling for CI reductions, that may be adjusted outside of
our control and could deviate from our current strategy. Federal guidelines within the IRA could be changed to no longer include
corn-based ethanol from being eligible for certain tax incentives. Delays in the issuance or regulations or the elimination of
clean fuel and other incentives at the federal, state or local level could adversely affect our business. New legislation limiting
our ability to sequester carbon could be adopted at the federal, state or local levels.

 In July 2024, the governor of Illinois
signed the Safety and Aid for the Environment in Carbon Capture and Sequestration Act. This legislation imposes additional safety,
environmental and other requirements on obtaining permits and approvals for carbon capture and sequestration facilities in Illinois,
including CO2 pipelines. Further, the legislation imposes a moratorium on the issuance of new certificates of authority for the
construction of CO2 pipelines until the earlier of the date federal CO2 pipeline safety standards are finalized by the federal
Pipeline and Hazardous Materials Safety Administration (PHMSA) or, subject to certain other conditions, July 1, 2026. As a result
of this legislation, the ICC dismissed our pipeline application without prejudice, and we will be required to resubmit an application
after rules are finalized or subsequent to July 1, 2026. The delays and additional requirements imposed as a result of this act
could have an adverse impact on the cost and completion of our project.

 There is currently legislation being debated in the Illinois General Assembly that would, if eventually
enacted, ban carbon sequestration projects if they overlie, underlie, or pass through as sole-source aquifer, including the aquifer's
upstream areas that are part of the project review area, as identified by the U.S. EPA. The first well for our proposed carbon
sequestration project is located inside, but near the edge of, the Mahomet Sole Source Aquifer Project Review Area, within the
Sangamon River near Fisher Upstream Area. It is approximately five miles north of the Sangamon River and nearly six miles outside
of the mapped boundary of the Mahomet Aquifer, which has been designated as a sole source or principal aquifer by the U.S. EPA.
We believe our second and third sequestration well sites are outside the Mahomet Sole Source Aquifer Project Review Area. The outcome
of this proposed legislation could impact our ability to complete our project or materially impact the timing and cost of completion.

 In March 2025, South Dakota signed a bill
into law that bans the use of eminent domain in connection with carbon dioxide pipelines. This act could make the sequestration
project for the NuGen Energy facility more difficult to materialize.

 We depend on our partners to operate
certain of our ethanol investments.

 Our investments currently represent both
majority and minority equity positions. Day-to-day operating control of minority owned plants generally remains with the local
investor group. We do not have the ability to directly modify the operations of these plants in response to changes in the business
environment or in response to any deficiencies in local operations of the plants. In addition, local plant operators, who also
represent the primary suppliers of corn and other crops to the plants, may have interests, such as the price and sourcing of corn
and other crops, that may differ from our interest, which is based solely on the operating profit of the plant. The limitations
on our ability to control day-to-day plant operations could adversely affect plant results of operations.

 We may not successfully acquire or develop
additional ethanol investments or expansion.

 The growth of our ethanol
business depends on our ability to identify and develop new ethanol investments. Any expansion strategy will depend on prevailing
market conditions for the price of ethanol and the cost of corn and natural gas and the expectations of future market conditions.
Additional financing may also be necessary to implement any expansion strategy, which may not be accessible or available on acceptable
terms. In addition, failure to adequately manage the risks associated with additional ethanol investments could have a material
adverse effect on our business.

 Our ethanol plants may be adversely
affected by technological advances and efforts to anticipate and employ such technological advances may prove unsuccessful.

 The development and implementation of new
technologies may result in a significant reduction in the costs of ethanol production. For instance, any technological advances
in the efficiency or cost to produce ethanol from inexpensive cellulosic sources such as corn stalk, wheat, oat or barley straw
could have an adverse effect on our ethanol plants, because our plants are designed to produce ethanol from corn, which is, by
comparison, a raw material with other high value uses. We cannot predict when, or if, new technologies may become available, the
rate of acceptance of new technologies by competitors or the costs associated with new technologies. In addition, advances in the
development of alternatives to ethanol could significantly reduce demand for or eliminate the need for ethanol.

 Any advances in technology which require
significant unanticipated capital expenditures to remain competitive or which reduce demand or prices for ethanol would have a
material adverse effect on the results of our ethanol operations.

 In addition, alternative fuels, additives
and oxygenates are continually under development. Alternative fuel additives that can replace ethanol may be developed, which may
decrease the demand for ethanol. It is also possible that technological advances in engine and exhaust system design and performance
could reduce the use of oxygenates, which would lower the demand for ethanol. Reduced demand for ethanol could cause our results
of operations to be materially adversely affected.

 The U.S. ethanol industry is highly
dependent upon a myriad of federal and state legislation and regulation and any changes in legislation or regulation could materially
and adversely affect our results of operations and financial position.

 The renewable fuel standard program was
authorized under the Energy Policy Act of 2005 and was expanded under the Energy Independence and Security Act of 2007 (EISA).
EISA increased the amount of renewable fuel required to be blended into gasoline with RFS II and required a minimum usage of corn-derived
renewable fuels of 12.0 billion gallons in 2010, increasing annually by 600 million gallons to 15.0 billion gallons in 2015 through
2022, with no specified volume subsequent to 2022. After 2022, RFS volumes are to be determined by the EPA in coordination with
the Secretaries of Energy and Agriculture. The EPA has the authority to assign the mandated amounts of renewable fuels to be blended
into transportation fuel to individual fuel blenders. RFS II has been a primary factor in the growth of ethanol usage. Over the
past several years various pieces of legislation have been introduced to the U.S. Congress that were intended to reduce or eliminate
ethanol blending requirements. To date, none of the bills have been successful but they are an indication of the continued effort
to undermine the EISA.

 The EPA has set conventional renewable
fuel volumes of 15.0 billion gallons for 2023 through 2025 Additionally, for 2023, the EPA restored 250 million gallons previously
waived. The EPA was required to propose RVOs for 2026 by November 2024, but the administration, at that time, indicated on July
8, 2024 an intention to propose RVOs for 2026 and beyond in March 2025, and finalize them in December 2025. The new administration
has not yet provided an updated timeline for these rules.

 Obligated parties use RINs to show compliance
with RFS-mandated volumes. RINs are attached to renewable fuels by producers and detached when the renewable fuel is blended with
transportation fuel or traded in the open market. The market price of detached RINs affects the price of ethanol in certain markets
and influences the purchasing decisions by obligated parties. As a result of fluctuations in RINs pricing, certain obligated parties
have petitioned the EPA and filed court actions to change the point of obligation or to seek relief from their obligation. The
EPA granted 88 total SREs for 2016 through 2018 totaling approximately 4.3 billion gallons. In recent years, the EPA had largely
denied small refiner waivers. In July 2024, the U.S. Court of Appeals for the District of Columbia Circuit vacated many of the
EPA's 2022 SRE denials. The EPA had denied 105 SREs in 2022. As a result of this Court ruling, the EPA has voluntarily moved
to rescind the agency's 2023 denial of 26 SREs. During the previous Trump administration, the EPA granted more SREs than
under other administrations. These and additional SREs could lead to decreased RIN values and ethanol pricing. As of March 2025,
there were 156 SRE petitions pending.

 Flexible fuel vehicles ("FFVs")
receive preferential treatment in meeting federally mandated corporate average fuel economy ("CAFE") standards for
automobiles manufactured by car makers. High blend ethanol fuels such as E-85 result

 in lower fuel efficiencies.
Absent the CAFE preferences, car makers would not likely build flexible-fuel vehicles. In recent years, automobile manufactures
have lowered the production of FFVs for the U.S. Any change in CAFE preferences could reduce the growth of E-85 markets and result
in lower ethanol prices.

 Unfavorable changes in legislation or regulations
could materially and adversely affect our results of operations and financial position.

 The inability to generate or obtain
RINs could adversely affect our operating results.

 Virtually all our ethanol is sold with
RINs that are used by customers to comply with RFS II. If our production does not meet EPA requirements for RIN generation, as
an efficient producer, in the future, we would have to purchase RINs in the open market or sell our ethanol at substantially lower
prices, such as on the export market, to adjust for the absence of RINs. The price of RINs varies based on many factors and cannot
be predicted. Failure to obtain sufficient RINs or reliance on invalid RINs could subject us to fines and penalties imposed by
the EPA.

 Various studies have criticized the
efficiency of ethanol, in general, and corn-based ethanol in particular, which could lead to the reduction or repeal of incentives
and tariffs that promote the use and domestic production of ethanol or otherwise negatively impact public perception and acceptance
of ethanol as an alternative fuel.

 Although many trade groups, academics and
governmental agencies have supported ethanol as a fuel additive that promotes a cleaner environment, others have criticized ethanol
production as consuming considerably more energy and emitting more greenhouse gases than other biofuels and as potentially depleting
water resources. Other studies have suggested that corn-based ethanol negatively impacts consumers by causing prices to increase
for dairy, meat and other foodstuffs.

 If these views gain acceptance, support
for existing measures promoting use and domestic production of corn-based ethanol could decline, leading to reduction or repeal
of these measures. These views could also negatively impact public perception of the ethanol industry and acceptance of ethanol
as an alternative fuel.

 Federal support of cellulosic ethanol
may result in reduced incentives to corn-derived ethanol producers.

 The American Recovery and Reinvestment
Act of 2009 and EISA provide funding opportunities in support of cellulosic ethanol obtained from biomass sources such as switchgrass
and poplar trees. These federal policies may suggest a long-term political preference for cellulosic processes using alternative
feedstocks such as switchgrass, silage or wood chips. Cellulosic ethanol has a smaller carbon footprint than corn-derived ethanol
and is unlikely to divert foodstuff from the market. Our plants are designed as single-feedstock facilities, located in corn production
areas with limited alternative feedstock nearby, and would require significant additional investment to convert to the production
of cellulosic ethanol. The adoption of cellulosic ethanol as the preferred form of ethanol could have a significant adverse effect
on our ethanol business.

 Our ethanol business is affected by environmental and other
regulations which could impede or prohibit our ability to successfully operate our plants.

 Our ethanol production facilities are subject
to extensive air, water discharge, and other environmental regulations. We have had to obtain numerous permits to construct and
operate our plants. Regulatory agencies could impose conditions or other restrictions in the permits that are detrimental, or which
increase our costs. More stringent federal or state environmental regulations could be adopted which could significantly increase
our operating costs or require us to expend considerable resources.

 Our ethanol plants emit various airborne
pollutants as by-products of the ethanol production process, including carbon dioxide (a greenhouse gas). In 2007, the U.S. Supreme
Court classified carbon dioxide as an air pollutant under the Clean Air Act in a case seeking to require the EPA to regulate carbon
dioxide in vehicle emissions. In February 2010, the EPA released its final regulations on the Renewable Fuel Standard program.
We believe our plants are grandfathered up to

 certain operating capacity,
but plant expansion requires us to meet a 20% threshold reduction in greenhouse gas (GHG) emissions from a 2005 baseline measurement
to produce ethanol eligible for the RFS II mandate. To further expand our plant capacity, we may be required to obtain additional
permits, install advanced technology equipment, or reduce drying of certain amounts of distillers grains. We may also be required
to install carbon dioxide mitigation equipment or take other steps in order to comply with future laws or regulations. Compliance
with future laws or regulations with respect to emissions of carbon dioxide, or if we choose to expand capacity at certain of our
plants, compliance with then-current regulations of carbon dioxide, could be costly and may prevent us from operating our plants
at full capacity or as profitably, which may have a negative impact on our financial performance. We also face the risk of ethanol
production above our grandfathered capacity not qualifying for RINs if the plants do not meet certain emission requirements.

 The California Air Resources Board ("CARB")
adopted a LCFS requiring a 10% reduction in GHG emissions from transportation fuels. An Indirect Land Use Charge is included in
this lifecycle GHG emission calculation. This standard could have an adverse impact on the market for corn-based ethanol in California
if corn-based ethanol fails to achieve lifecycle GHG emission reductions and in other states if they adopt similar standards. This
could have a negative impact on our financial performance.

 Our ethanol business may become subject
to various environmental and health and safety and property damage claims and liabilities.

 Operation of our ethanol business exposes
the business to the risk of environmental and health and safety claims and property damage claims, such as failure to comply with
environmental regulations. These types of claims could also be made against our ethanol business based upon the acts or omissions
of other persons. Serious claims could have a material negative impact on our results of operations, financial position and future
cash flows.

 Our business is not diversified.

 Our financial results depend heavily on
our ability to operate our ethanol plants profitably. Our lack of diversification could have a material negative impact on our
results of operations, financial position and future cash flows should our ethanol plants operate unprofitably.

 We may not be able to meet commitments
to produce and sell ethanol.

 We may, at times, sell our products with
forward contracts. If we are unable to produce the products due to economic conditions, business interruption, or other factors,
we may incur additional costs or have to obtain commodities at unfavorable prices to meet our contractual commitments. This could
have a material adverse effect on our results of operations.

 We may not be able to meet commitments
to purchase commodities.

 We may, at times, purchase certain commodities
with forward contracts without a corresponding quantity of ethanol sold via forward contracts at known prices. Should ethanol and
by-product prices decline to levels that would lead to significant unprofitable results of operations, we may incur additional
costs and/or losses to meet our contractual commitments. This could have a material adverse effect on our results of operations.

 Our revenue from the sale of distillers
grains depends upon its continued market acceptance as an animal feed.

 Distillers grains is a by-product from
the fermentation of corn to produce ethanol. Antibiotics may be used during the fermentation process to control bacterial contamination;
therefore, antibiotics may be present in small quantities in distillers grains marketed as animal feed. The U. S. Food and Drug
Administration's Center for Veterinary Medicine has expressed concern about potential animal and human health hazards from
the use of distillers grains as an animal feed due to the possibility of antibiotic residues. If the public became concerned about
the impact of distillers grains in the food supply or as an acceptable animal feed, the market for distillers grains could be negatively
impacted, which would

 have a negative impact
on our results of operations. We may not be able to obtain a suitable replacement for antibiotics, should this be required, which
would also negatively impact the market for distillers grains.

 An estimated 37% of distillers grains produced
in the United States were exported in 2024. The price of distillers grains has benefitted from the exports of the product. In recent
years, certain countries have refused to import U.S. distillers grains for a variety of reasons. If export shipments are rejected
or delayed, the market price for distillers grains would be negatively impacted, which would have a negative impact on our ethanol
results of operations.

 We extract distillers corn oil immediately
prior to the production of distillers grains. Several studies are attempting to determine whether distillers corn oil extraction
may impact the nutritional value of the resulting distillers grains. If it is determined that distillers corn oil extraction adversely
impacts the nutritional energy content of distillers grains, the value of the distillers grains we sell may be negatively impacted,
which would have a negative impact on our results of operations.

 We face significant
competition in the ethanol industry.

 We face significant competition
for new ethanol investment opportunities. Many of our competitors are larger and may have greater financial resources than we do.
We must compete for investment opportunities based on our strategy of supporting and enhancing local development of ethanol plant
opportunities. We may not be successful in competing for investment opportunities based on our strategy.

 The ethanol industry
is primarily comprised of entities that engage exclusively in ethanol production and large integrated grain companies that produce
ethanol along with their base grain business. Several large oil companies have entered the ethanol production market. If these
companies increase their ethanol plant ownership or if other oil companies seek to engage in direct ethanol production, there would
be less of a need to purchase ethanol from independent producers such as our ethanol plants. No assurance can be given that our
ethanol plants will be able to compete successfully or that competition from larger companies with greater financial resources
will not have a materially adverse impact on the results of our ethanol operations.

 We may face competition
from foreign producers.

 There is a risk of foreign
competition in the ethanol industry. Brazil is presently the second largest producer of ethanol in the world. Brazil's ethanol
production is mostly sugarcane based, and, depending on feedstock prices, may be cheaper to produce than corn-derived ethanol.
Under the RFS, certain parties were obligated to meet an advanced biofuel standard. In recent years, sugarcane-based ethanol imported
from Brazil has been one of the most economical means for obligated parties to comply with this standard.

 If significant additional
foreign ethanol production capacity is created, such facilities could create excess supplies of ethanol, which may result in lower
prices of ethanol. In addition, foreign ethanol producers may be able to produce ethanol at costs lower than ours. These risks
could have significant adverse effects on our financial performance.

 We are exposed to
credit risk from our sales of ethanol and distillers grains to customers.

 The inability of a customer
to make payments to us for our accounts receivable may cause us to experience losses and may adversely impact our liquidity and
our ability to make our payments when due.

 We may not be able
to hire and retain qualified personnel to operate our ethanol plants and carbon sequestration facility.

 Our ability to attract
and retain competent personnel has a significant impact on operating efficiencies and plant profitability. Competition for key
plant employees in the ethanol industry can be intense, and there has been an increased demand for workers in the U.S. We may not
be able to attract and retain qualified employees. Failure to do so could have a negative impact on our financial results at individual
plants.

 Our plants depend on an uninterrupted supply of energy and
water to operate. Unforeseen plant shutdowns could harm our business.

 Our plants require a significant and uninterrupted
supply of natural gas, electricity and water to operate. We generally rely on third parties to provide these resources. If there
is an interruption in the supply of energy or water for any reason, such as supply, delivery or mechanical problems and we are
unable to secure an adequate alternative supply to sustain plant operations, we may be required to stop production. A production
halt for an extended period of time could result in material losses.

 We rely on information technology in
our operations and financial reporting and any material failure, inadequacy, interruption or security breach of that technology
could harm our ability to efficiently operate our business and report our financial results accurately and timely.

 We rely heavily on information technology
systems across our operations, including for management of inventory, purchase orders, production, invoices, shipping, accounting
and various other processes and transactions. Our ability to effectively manage our business, coordinate the production, distribution
and sale of our products and ensure the timely and accurate recording and disclosure of financial information depends significantly
on the reliability and capacity of these systems. While we have taken appropriate precautions to protect our systems, and to date,
we have not experienced any material adverse events related to a security breach or cyber-attack, the failure of these systems
to operate effectively, problems with transitioning to upgraded or replacement systems, or a breach in security of these systems
through a cyber-attack or otherwise could cause delays and/or interruptions in plant operations, product sales, reduced efficiency
of our operations and delays in reporting our financial results. Significant capital investments could be required to remediate
any such problem. Security breaches of employee information or other confidential or proprietary data could also adversely impact
our reputation and could result in litigation against us or the imposition of penalties.

 We are exposed to potential business
disruption from factors outside our control, including natural disasters, severe weather conditions, accidents, pandemic diseases,
international disputes, tariffs, and unforeseen operational failures any of which could negatively affect our transportation operations
and could adversely affect our cash flows and operating results.

 Potential business disruption in available
transportation due to natural disasters, severe weather conditions, the outbreak of a pandemic disease, significant track damage
resulting from a train derailment, strikes or other interruptions by our transportation providers could result in delays in procuring
and supplying raw materials to our ethanol facilities, or transporting ethanol and distillers grains to our customers. Such business
disruptions may result in our inability to meet customer demand or contract delivery requirements, as well as the potential loss
of customers.

 We ship much of our products and receive
a portion of our corn via rail, which involves risks involving potential regulatory changes that could adversely affect our cash
flows and operating results.

 A large portion of our ethanol and distillers
grains sales are shipped via rail. In addition, we receive some corn via rail. Given the notoriety of recent major train derailments,
it is possible that additional regulations could be enacted. Any changes to existing laws and regulations, or new laws and regulations,
including voluntary measures taken by the rail industry, could result in higher shipping costs, or new requirements for the design,
construction or operation of tank cars that transport hazardous materials, such as ethanol. In addition, any derailments involving
our products could result in legal claims being brought against us that could involve significant liabilities.

 We operate in a capital intensive industry.
Limitations on external financing could adversely affect our financial performance.

 We may need to incur additional financing
to fund growth of our business or in times of increasing liquidity requirements (such as increases in raw material costs). Bankruptcy
filings by several ethanol companies in past years and capital market volatility has reduced available capital for the ethanol
industry. Any delays in obtaining additional financing, or our inability to do so, could have a material adverse impact on our
financial results.

 There is a risk of a pandemic that could
spread into the United States and other countries.

 During the early months of 2020, a new
strain of COVID-19 spread into the United States and other countries. In an effort to contain the spread of this virus, there were
various government mandated restrictions, in addition to voluntary privately implemented restrictions, including limiting public
gatherings, retail store closures, restrictions on employees working and the quarantining of people who may have been exposed to
the virus. The above actions led to reduced demand for ethanol. If in the future, this or other viruses surface, it could lead
to prolonged production stoppages at our ethanol plants and could result in an adverse material impact on the results of operations
and on our financial position.

 Risks Related to our Refined Coal Operations

 We believe our refined coal production
company qualified to earn tax credits under IRC Section 45 through November 18, 2021. Although this operation has ceased, it remains
subject to various risks and uncertainties. These include, but are not limited to, the risks and uncertainties as set forth below.

 Availability of the tax credits under IRC Section 45.

 Our ability to claim tax credits under
IRC Section 45 depends upon our refined coal operation satisfying certain conditions set forth in IRC Section 45. The IRS could
ultimately determine that our refined coal facility and/or its operations did not satisfy the conditions set forth in IRC Section
45. The federal production tax credits received through ownership of this facility, approximately $58.2 million, remain under IRS
audit, and if we were to lose these tax credits, it could have a material adverse impact on our results of operations.

 Our refined coal operation and its by-products may result
in environmental and product liability claims and environmental compliance costs.

 The construction and operation of refined
coal operations were subject to Federal, state and local laws, regulations and potential liabilities arising under or relating
to the protection or preservation of the environment, natural resources and human health and safety. Such laws and regulations
generally require the operations and/or the utilities at which the operations are located to obtain and comply with various environmental
registrations, licenses, permits, inspections and other approvals. Such laws and regulations also impose liability, without regard
to fault or the legality of a party's conduct, on certain entities that are considered to have contributed to, or are otherwise
involved in, the release or threatened release of hazardous substances into the environment. Such risk remains even after production
ceases at an operation to the extent the environmental damage can be traced to the types of chemicals or compounds used or operations
conducted in connection with the use of refined coal.

 Our insurance may not cover all environmental
risk and costs or may not provide sufficient coverage in the event of an environmental claim. If significant uninsured losses arise
from environmental damage or product liability claims, or if the costs of environmental compliance increase for any reason, our
results of operations and financial condition could be adversely affected.

 We used patented technology.

 As part of the operations, we paid a license
fee for patented technology. If our third-party operator is subject to patent infringement claims, we may incur legal fees to defend
our position and be subject to additional costs and fees.

 Risks Related to REX and General Risk
Factors

 We have concentrations of cash deposits
at financial institutions that exceed federal insurance limits.

 We generally have cash deposits that exceed
federal insurance limits. Should the financial institutions we deposit our cash in experience insolvency or other financial difficulty,
our access to cash deposits could be limited. In extreme cases, we could lose our cash deposits entirely. This would negatively
impact our liquidity and results of operations.

 We may fail to realize the anticipated
benefits of mergers, acquisitions, or other investments.

 We intend to continue seeking growth opportunities.
Acquisitions and similar transactions involve many risks that could harm our business, which include:

 The anticipated benefits of these transactions may not be fully realized, or take longer to realize
than expected,

 Future acquisitions could result in operating losses or loss of investment,

 Future acquisitions may involve incurring debt to complete these transactions, which could have
a material adverse effect on our financial condition,

 Future acquisitions may require us to invest a significant portion of our excess cash, which could
have a material adverse effect on our financial condition,

 Our carbon sequestration investment may not be successful, and

 Our projects to reduce the carbon intensity scores at our ethanol plants may not prove to be successful.

 Rising focus on environmental, social
and corporate governance matters from investors and regulators may increase our operating costs, bring down the value of our products
and assets, and impact our ability to access capital markets.

 Global climate change continues to receive
significant attention from the public and the scientific community concerning the impacts from human activity, particularly the
impact of greenhouse gas emissions, such as those from carbon dioxide and methane. Added requirements to reduce greenhouse gas
emissions may increase our production costs. In addition, legislation promoting alternatives to combustion engine vehicles could
reduce the demand for our products.

 Climate change is also thought by some
to be the cause for an increase in extreme weather events such as increased intensity of storms, rising sea levels, as well as
heavy rains or droughts in areas historically less prone to those events. Any of these events can have a significant impact on
our operations or quality of raw materials we purchase, resulting in increased costs. At this time, we are unable to determine
the financial impact of any potential adverse weather events caused by climate change.

 In recent past years,
certain institutional investors adopted environmental, social and governance guidelines (ESG), and encouraged additional
consideration of ESG practices in a manner that could negatively impact our stock price if continued in the future. This may also
result in a reduction of available capital funding for potential development projects, further impacting our future
financial results.

 Federal, state and local jurisdictions
may challenge our tax return positions.

 We use significant judgments, estimates
and interpretation and application of complex tax laws in preparing the tax returns we file, and the positions contained therein.
We believe that our tax return positions are fully supportable. However, certain positions may be successfully challenged by federal,
state and local jurisdictions. We are currently undergoing a federal income examination related to tax credits claimed for the
years ended January 31, 2015 through 2022. This could result in material additional income tax payments we would have to make and
higher income tax expense in future periods.

 Item 1B.

 Unresolved Staff Comments

 None.

 Item 1C.

 Cybersecurity

 Our ability to effectively manage our business,
coordinate the production, distribution and sale of our products and ensure the timely and accurate recording and disclosure of
financial information depends significantly on the reliability and capacity of our information technology systems. While we have
taken what we believe are appropriate precautions to protect our systems, and to date, we have not experienced any material adverse
events related to a security breach or cyber-attack, the failure of these systems to operate effectively, the failure of our personnel
to follow established procedures, problems with transitioning to upgraded or replacement systems, or a breach in security of these
systems

 through a cyber-attack
or otherwise could cause delays and/or interruptions in plant operations, product sales, reduced efficiency of our operations and
delays in reporting our financial results.

 As part of our routine and periodic overall
risk management system or processes, we have incorporated various processes related to cybersecurity. Key cybersecurity controls,
such as access controls, are included within our internal control framework that we assess annually as part of Management's
Annual Report on Internal Control Over Financial Reporting. Additionally, periodic discussions are held with outsourced IT professionals
for both corporate and consolidated plant environments to determine if appropriate actions are being taken to address potential
risks. Through the assistance of our qualified third-party IT professionals, we have implemented numerous security measures, including,
but not limited to, multi-factor authentication on critical systems, password requirements, access controls, and data encryption.
Our IT policies and procedures include the expectations of all employees and all third parties who may be given access to our IT
systems to maintain the security of our IT systems.

 Our commitment to the overall security
of our information technology systems starts at the highest levels of our Company, the Board of Directors and management. Management
and the Board of Directors provide oversight surrounding cybersecurity. Management oversees internal controls and the company-wide
risk assessment process. The Audit Committee is provided with regular updates by management regarding the control framework and
whether any significant deficiencies or material weaknesses exist in the IT control environment. The Audit Committee is also tasked
with determining the appropriate response to any submissions through the corporate whistleblower policy. The whistleblower policy
includes the opportunity for employees of the Company to notify the Audit Committee confidentially and anonymously of any concerns
regarding cybersecurity, in addition to any accounting, internal accounting controls or auditing matters. The audit committee will
report any significant matters to the Board of Directors.

 As of January 31, 2025, we had not identified
an indication of a cybersecurity incident that would have a material impact on our business and consolidated financial statements.

 Item 2.

 Properties

 The information required by this Item 2
is set forth in Item 1 of this report under "Ethanol Investments" and "Facilities".

 Item 3.

 Legal Proceedings

 We are, from time to time, involved in
various legal proceedings incidental to the conduct of our business. We believe that any current proceedings will not have a material
adverse effect on our financial condition or results of operations.

 Item 4.

 Mine Safety Disclosures

 Not Applicable.

 Information About Our Executive Officers

 Set forth below is certain information
about each of our executive officers.

 Name

 Age

 Position

 Stuart Rose

 Executive Chairman of the Board*

 Zafar Rizvi

 Chief Executive Officer and President*

 Douglas Bruggeman

 Vice President-Finance, Chief Financial Officer and Treasurer

 Edward Kress

 Secretary*

 *Also serves as a director.

 Stuart Rose was elected our Executive
Chairman of the Board in 2015. Mr. Rose had served as our Chairman of the Board and Chief Executive Officer since our incorporation
in 1984 as a holding company. Prior to 1984, Mr. Rose was Chairman of the Board and Chief Executive Officer of Rex Radio and Television,
Inc., which he founded in 1980 to acquire the stock of a corporation which operated four retail stores.

 Zafar Rizvi was elected Chief Executive
Officer in 2015. Mr. Rizvi has been our President and Chief Operating Officer since 2010, was Vice President from 2006 to 2010,
and from 1991 to 2006, Mr. Rizvi was our Vice President – Loss Prevention.

 Douglas Bruggeman has been our Vice
President–Finance and Treasurer since 1989 and was elected Chief Financial Officer in 2003. From 1987 to 1989, Mr. Bruggeman
was our Manager of Corporate Accounting. Mr. Bruggeman was employed with the accounting firm of Ernst & Young prior to
joining us in 1986.

 Edward Kress has been our Secretary
since 1984. Mr. Kress has been a partner of the law firm of Dinsmore & Shohl LLP (formerly Chernesky, Heyman &
Kress P.L.L.), our legal counsel, since 1988. Mr. Kress has practiced law in Dayton, Ohio since 1974.

 Item 5.

 Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

 Shareholder Information

 Our common stock is traded on the New York
Stock Exchange under the symbol REX.

 As of March 27, 2025, there were 62 holders
of record of our common stock, including shares held in nominee or street name by brokers which, in turn, hold shares of stock
for numerous beneficial owners.

 Dividend Policy

 The Company has no history of paying cash
dividends on our common stock.

 Issuer Purchases of Equity Securities

 The following table provides information
with respect to the Company's repurchase of its common stock during the period covered by this report:

 Issuer Purchases of Equity Securities

 Period

 Total Number
 of Shares
 Purchased

 Average Price
 Paid per Share

 Total Number of
 Shares Purchased
 as Part of Publicly

 Announced Plans
 or Programs

 Maximum Number
 of Shares that May
 Yet Be Purchased

 Under the Plans
 or Programs (1)

 November 1-30, 2024

 -

 $
 -

 -

 876,786

 December 1-31, 2024

 134,843

 41.01

 134,843

 741,943

 January 1-31, 2025

 237,724

 42.03

 237,724

 504,219

 Total

 372,567

 $
 41.66

 372,567

 504,219

 (1)
 On August 31, 2021, our Board of Directors increased our share repurchase authorization by an additional
1,500,000 shares (split-adjusted). At January 31, 2025, a total of 504,219 shares remained available to purchase under this authorization.
Subsequent to January 31, 2025 the Company repurchased 281,709 shares for approximately $11.9 million through open market transactions.
After these repurchases, a total of 222,510 shares remained available to purchase under existing board authorization.

 On March 25, 2025, the Board
of Directors authorized the repurchase from time to time of up to an additional 1,500,000 shares through open
market transactions, privately negotiated transactions, or transactions by other means in accordance with applicable securities laws.

 Equity Compensation Plans

 Refer to Item 12 – Security
Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters for information regarding shares authorized
for issuance under equity compensation plans.

 Performance Graph

 The following graph compares the yearly
percentage change in the cumulative total shareholder return on our Common Stock against the cumulative total return of the S&P
500 Stock Index and a peer group comprised of Alto Ingredients, Inc. and Green Plains, Inc. for the period commencing January 31,
2020 and ended January 31, 2025. The graph assumes an investment of $100 in our Common Stock and each index on January 31, 2020
and reinvestment of all dividends.

 Item 6.

 [Reserved]

 Item 7.

 Management's Discussion and Analysis of Financial Condition and Results of Operations

 Overview

 We have been an investor in ethanol production
facilities beginning in 2006. We currently have equity investments in three ethanol production entities, two of which are majority
ownership interests. We may make additional alternative energy investments in the future and are currently working on a carbon
sequestration project near our One Earth Energy location.

 Our ethanol operations are highly dependent
on commodity prices, especially prices for corn, ethanol, distillers grains, distillers corn oil and natural gas, and availability
of corn. As a result of price volatility for these commodities, our operating results can fluctuate substantially. The price and
availability of corn is subject to significant fluctuations depending upon several factors that affect commodity prices in general,
including crop conditions, the amount of corn stored on farms, weather, federal policy, foreign trade, tariffs, and international
disruptions caused by wars or conflicts. Because the market prices of ethanol and distillers grains are not always directly related
to corn prices (for example, demand for crude and other energy and related prices, the export
market demand for ethanol and distillers grains, soybean meal prices, and the results of federal policy decisions and trade negotiations
can impact ethanol and distillers grains prices), at times ethanol and distillers grains prices may not follow movements
in corn prices and, in an environment of

 higher corn prices
or lower ethanol or distillers grains prices, reduce the overall margin structure at the plants. As a result, at times, we may
operate our plants at negative or minimally positive operating margins.

 We expect our ethanol plants to produce
approximately 2.9 gallons of denatured ethanol for each bushel of corn processed in the production cycle. We refer to the actual
gallons of denatured ethanol produced per bushel of corn processed as the realized yield. We refer to the difference between the
price per gallon of ethanol and the price per bushel of corn (divided by the realized yield) as the "crush spread."
Should the crush spread decline, it is possible that our ethanol plants will generate operating results that do not provide adequate
cash flows for sustained periods of time. In such cases, production at the ethanol plants may be reduced or stopped altogether
in order to minimize variable costs at individual plants.

 We attempt to manage the risk related to
the volatility of commodity prices by utilizing forward corn and natural gas purchase contracts, forward ethanol, distillers grains
and distillers corn oil sale contracts, and commodity futures agreements, as management deems appropriate. We attempt to match
quantities of these sales contracts with an appropriate quantity of corn purchase contracts over a given period of time when we
can obtain an adequate gross margin resulting from the crush spread inherent in the contracts we have executed. However, the market
for future ethanol sales contracts generally lags the spot market with respect to ethanol prices. Consequently, we generally execute
fixed price contracts for no more than four months into the future at any given time and we may lock in our corn or ethanol price
without having a corresponding locked in ethanol or corn price for short durations of time. As a result of the relatively short
period of time our fixed price contracts cover, we generally cannot predict the future movements in our realized crush spread for
more than four months; thus, we are unable to predict the likelihood or amounts of future income or loss from the operations of
our ethanol facilities.

 We reported net income attributable to
REX common shareholders of $58.2 million in fiscal 2024 compared to approximately $60.9 million in fiscal 2023. Our ethanol business
had decreased profits in fiscal 2024 compared to fiscal 2023 primarily as a result of lower selling prices, offset partially by
a decrease in corn and natural gas prices. The two largest drivers of ethanol profitability are corn and ethanol pricing, both
of which experienced significant volatility within the year. Chicago Board of Trade corn prices per bushel ranged from a low of
$3.62 in August 2024 to a high of $4.97 in January 2025. S&P Global Platts ethanol pricing per gallon ranged from a low of
$1.38 in February 2024 to a high of $2.12 in June 2024.

 One
Earth Sequestration, LLC, a wholly owned subsidiary of One Earth Energy, LLC, is in the developmental stage of a carbon
sequestration project near the One Earth Energy ethanol plant. A test well has been drilled to a total depth of approximately 7,100
feet, in which almost 2,000 feet of Mt. Simon Sandstone was encountered, which is the geological formation that is the region's
primary carbon storage resource. Three-dimensional seismic testing has been performed, as well as geological modeling for predicting
the movement of injected carbon and the plume area to determine maximum injection pressure, reservoir quality and storage capacity
for the potential wells. In October 2022, we applied for a Class VI injection well permit for three wells with the EPA, and we
continue to provide information to the EPA during the technical review of our application upon request. We currently expect the
EPA to prepare a draft permit by the second quarter of 2025 and make a final permit decision by late in the third quarter of 2025,
according to the EPA's Class VI Permit Tracker Dashboard on their website. We have now secured sufficient subsurface easements
for the proposed first injection well to allow for sequestration of all the carbon emissions from the One Earth Energy ethanol
plant for a minimum of 15 years. We also need to obtain a county special-use zoning permit for the sequestration site. In 2022,
we began construction of a facility to capture, dehydrate, and compress carbon dioxide from the One Earth Energy ethanol plant
to a state suitable for sequestration. While we have completed the construction of the capture and compression facility, testing
has not yet been completed and we cannot begin construction of the pipeline or sequestration well until further permits and approvals
are received.

 In October 2023, we submitted an application
to the ICC for a certificate of authority under the state's CO 2 Act to build a short pipeline to deliver
carbon dioxide from the One Earth Energy ethanol plant to the proposed sequestration site. We have obtained easements from all
of the necessary landowners for the use of their land for the pipeline for the first two wells. On May 26, 2024, however, the Illinois
General Assembly passed the Safety and Aid for the Environment in Carbon Capture and Sequestration Act (Senate Bill 1289), which
was signed by the governor in July 2024. The new legislation imposes additional safety, environmental and other requirements on
obtaining permits and approvals for carbon capture and sequestration facilities in Illinois, including CO 2 pipelines.
Further, the new legislation imposes a moratorium on the issuance of new certificates of authority for the construction of CO 2 pipelines
until the earlier of the date federal CO 2 pipeline safety standards are finalized by the federal Pipeline and Hazardous
Materials Safety

 Administration (PHMSA)
or, subject to certain other conditions, July 1, 2026. As a result of this legislation, the ICC dismissed our application without
prejudice, and we will be required to resubmit an application after rules are finalized or subsequent to July 1, 2026.

 Although we have made meaningful progress
and significant investments in the carbon sequestration project at One Earth Energy, we continue to work with the various government
agencies involved to obtain all required permits and approvals, with no assurance of the ultimate success or timing of the project.
Also see the discussion under "Trends and Uncertainties" on pages 25 and 26 of certain recently proposed legislation
that, if enacted, could impact our carbon sequestration project.

 We also intend to concurrently expand the
One Earth ethanol plant. We received a construction permit from the EPA to increase production from 150 million gallons of ethanol
per year to 175 million gallons of ethanol per year. Once we achieve that level of production, we intend to apply for another permit
to 200 million gallons per year.

 Finally, we continue to work to identify
ways to reduce our CI score at the One Earth plant with the intention of maximizing tax credits available under the IRA. The IRA
created a new Clean Fuel Production Credit, available for calendar years 2025 – 2027, which established a credit of approximately
$0.02 per ethanol gallon per CI point reduction below a 50 CI score threshold to incentivize further increases in plant efficiencies
within the industry. The U.S. Department of the Treasury has not yet issued final rules on qualification for 45Z tax credits.

 The Company is reviewing certain aspects
of the expansion portion of the project and its impact on the previously reported expected project costs. Due to this, along with
permitting delays and the impact of inflation, we have increased the budget for both projects to approximately $220 million to
$230 million, subject to further refinement as we move forward. We plan to pay for all costs from available cash. As of January
31, 2025, we had spent $55.7 million since inception and were contractually committed to spend an additional $0.9 million toward
the carbon sequestration project. If the carbon sequestration project is successful, we believe we will qualify for tax credits
under section 45Q of the Internal Revenue Code ("45Q"), based on tons of carbon sequestered, and section 45Z of the
Internal Revenue Code ("45Z"), based on gallons of ethanol produced, as outlined in the IRA. However, 45Z credits are
only available for calendar years 2025 – 2027 and the regulations have not yet been finalized by the U.S. Department of the
Treasury. As of January 31, 2025, we had spent $59.9 million since inception and were contractually committed to spend an additional
$8.7 million toward plant capacity expansion and ongoing efforts to reduce our CI scoring.

 In May 2023, NuGen Energy, LLC, our majority
owned ethanol plant in Marion, South Dakota, signed an agreement to be part of Summit Carbon Solutions' carbon capture and
storage pipeline. Should Summit Carbon Solutions be able to obtain all necessary permits and approvals, the agreement would allow
NuGen to share in the economic benefits of tax credits through the sale of the carbon dioxide output of its ethanol production
facility for sequestration, as well as reduce its net carbon emissions. In March 2025, South Dakota signed a bill into law that
bans the use of eminent domain in connection with carbon dioxide pipelines. This act could make the sequestration project for the
NuGen Energy facility more difficult to materialize.

 We plan to seek and evaluate various investment
opportunities including ethanol and/or energy related, carbon sequestration, agricultural or other ventures we believe fit our
investment criteria. We can make no assurances that we will be successful in our efforts to find such opportunities.

 Ethanol Investments

 In fiscal year 2006, we entered the ethanol
industry by investing in several entities organized to construct and subsequently operate ethanol producing plants. We are invested
in three entities as of January 31, 2025, utilizing equity investments.

 The following table is a summary of our
ethanol entity ownership interests at January 31, 2025:

 Entity

 Location

 REX's Current

Ownership Interest

 One Earth Energy, LLC

 Gibson City, IL

 75.9%

 NuGen Energy, LLC

 Marion, SD

 99.7%

 Big River Resources, LLC:

 Big River Resources W Burlington, LLC

 Big River Resources Galva, LLC

 Big River United Energy, LLC

 Big River Resources Boyceville, LLC

 W. Burlington, IA

 Galva, IL

 Dyersville, IA

 Boyceville, WI

 10.3%

 10.3%

 5.7%

 10.3%

 The three entities own a total of six ethanol
production facilities, which in aggregate shipped approximately 727 million gallons of ethanol over the twelve-month period ended
January 31, 2025. REX's effective ownership of ethanol gallons shipped for the twelve-month period ended January 31, 2025,
was approximately 294 million gallons.

 Trends and Uncertainties

 Renewable Fuel
Standard II ("RFS II"), established in October 2010, has been an important factor in the growth of ethanol usage in
the United States. In recent years, there has been much uncertainty in the enforcement of RFS II. When it was originally established,
RFS II required the volume of "conventional" or corn derived ethanol to be blended with gasoline to increase each year
until it reached 15.0 billion gallons in 2015 and required that it remain at that level through 2022. There are no established
congressional target volumes beginning in 2023. The EPA has the authority to waive the biofuel mandate, in whole or in part, if
there is inadequate domestic renewable fuel supply or the requirement severely harms the domestic economy or environment. In addition,
under RFS II, a small refiner that processes less than 75,000 barrels of oil per day can petition the EPA for a waiver of their
requirement to submit renewable identification numbers ("RINs"). The EPA, through consultation with the Department
of Energy and the Department of Agriculture, can grant the refiner a full or partial waiver, or deny the waiver. The EPA issued
88 refinery exemptions for 2016-2018 compliance years, undercutting the statutory renewable fuel volumes by a total of 4.3 billion
gallons. The EPA has not granted any small refinery waivers for 2019-2022 and has continued that stance in the proposed volumes
for 2023-2025. There remain multiple ongoing legal challenges on how the EPA has handled the small refinery waivers. In July 2024,
the U.S. Court of Appeals for the District of Columbia Circuit vacated many of the EPA's 2022 SRE denials. The EPA had denied
105 SREs in 2022. As a result of this Court ruling, the EPA has voluntarily moved to rescind the agency's 2023 denial of
26 SREs. During the previous Trump administration, the EPA granted more SREs than under other administrations. These and additional
SREs could lead to decreased RIN values and ethanol pricing. As of March 2025, there were 156 SRE petitions pending.

 The EPA has issued Renewable Fuel Standard
volume obligations for calendar years 2023-2025. The volumes from conventional biofuels (which includes corn-based ethanol) were
15.0 billion gallons for 2023 through 2025. Additionally, in 2023, the EPA restored 250 million gallons previously waived. The
EPA was required to propose RVOs for 2026 by November 2024, but the administration, at that time, indicated on July 8, 2024 an
intention to propose RVOs for 2026 and beyond in March 2025, and finalize them in December 2025. The new administration has not
yet provided an updated timeline for these rules.

 The IRA may impact
our business by creating a new Clean Fuel Production Credit, section 45Z of the Internal Revenue Code ("45Z"), available
for years 2025 to 2027. The Clean Fuel Production Credit is established at approximately $0.02 per ethanol gallon per CI point
reduction below a 50 CI score threshold. The Act also raises the carbon capture tax credit from $50 per metric ton to $85 per metric
ton, under section 45Q of the Internal Revenue Code ("45Q"). Taxpayers may elect to be treated as making a payment
against tax for 100% of the value of the 45Q credit ("direct pay") for the first five years, starting with the year
a qualifying carbon sequestration facility is placed in service, but not beyond December 31, 2032. Companies may elect either the
45Q credit or the 45Z credit in periods in which both tax credits are available. Other potential impacts include (a) extending
the biodiesel tax credit, which could impact our renewable corn oil values, as this co-product serves as a low-carbon feedstock
for renewable diesel and biomass based diesel production; (b) creating a new tax credit for synthetic aviation fuel; (c) funding
biofuel refueling infrastructure which could impact the availability of

 higher
level ethanol blended fuel; and (d) provision for production and purchase credits for electric vehicles, which could impact the
amount of internal combustion engines on the road over time, and ultimately reduce the demand for gasoline, diesel fuels and ethanol.

 The IRA was enacted
under the Biden Administration and there has been discussion of amending or reducing the benefits under the current administration.

 In January 2025, the U.S. Department of Agriculture ("USDA")
released an interim rule on 45Z tax credits titled "Technical Guidelines for Climate-Smart Agriculture Crops Used as Biofuel
Feedstocks", or "CSA rule". The rule helps to connect climate-smart agriculture ("CSA") practices
used in the production of feedstock crops with reductions in the carbon footprint of the biofuels industries, laying out how practices
that reduce greenhouse gas emissions or sequester carbon will be scored, on a county-by-county basis. These practices to create
climate-smart crops include practices such as no-till planting, cover crops and nitrogen inhibitors, which may be measured individually
under the interim rule, rather than requiring bundling of practices. The interim rule is subject to a 60-day comment period with
final resolution to be determined by the Trump administration.

 Illinois Senate Bill 3968, which was introduced into the
Illinois Senate and assigned to the Executive Senate Committee, would, if eventually enacted, ban carbon sequestration
projects if they overlie, underlie, or pass through a sole-source aquifer, including the aquifer's upstream areas that
are part of the aquifer's project review area, as identified by the U.S. EPA. On November 14, 2024, the Executive
Senate Committee paused the bill until the Committee can gather additional information. Under the new legislative session in
2025, Illinois House Bill 3614 and Illinois Senate Bill 1723 were introduced using similar language as Senate Bill 3968 and
were passed out of their respective subcommittees on March 18, 2025 and March 20, 2025, respectively. The first well for our
proposed carbon sequestration project is located inside, but near the edge of, the Mahomet Sole Source Aquifer Project Review
Area, within the Sangamon River near Fisher Upstream Area. It is approximately five miles north of the Sangamon River and
nearly six miles outside of the mapped boundary of the Mahomet Aquifer, which has been designated as a sole source or
principal aquifer by the U.S. EPA. We believe our second and third sequestration well sites are outside the Mahomet Sole
Source Aquifer Project Review Area. The Company is closely monitoring this bill and any impact it would have on our
sequestration project.

 Additionally, see "One Earth Energy, LLC Carbon Sequestration
and Plant Expansion" above for a discussion of certain other uncertainties associated with our Illinois carbon sequestration
and plant expansion projects.

 On August 10, 2017, we purchased, through a 95.35% owned subsidiary,
the entire ownership interest of an entity that owned a refined coal facility. We began operating the refined coal facility immediately
after the acquisition. As the plant was no longer eligible to receive federal production tax credits beginning on November 18,
2021, we ceased operations on that date and subsequently sold the facility. The federal production tax credits received through
ownership of this facility, approximately $58.2 million, remain under IRS audit.

 The United States exported an estimated 1.9 billion gallons
of ethanol in 2024, up from approximately 1.4 and 1.3 billion gallons in 2023 and 2022, respectively. In 2024 and 2023, an estimated
12.2 and 10.8 million metric tons, respectively, of distillers grains were exported from the United States, which represented approximately
37% and 34% in 2024 and 2023, respectively, of U.S production. There has been much discussion around proposed and recently enacted
tariffs by the United States and counter-tariffs and other trade restriction involving countries which have been large purchasers
from our industry in the United States.

 Should these trends and uncertainties continue,
our future operating results could be impacted.

 Results of Operations

 The following table summarizes our results from operations (amounts
in thousands):

 2024

 2023

 Net sales and revenue

 $

 $

 Cost of sales

 551,014

 735,166

 $
 91,477

 $
 98,218

 Income before income taxes

 $
 92,872

 $
 98,484

 Provision for income taxes

 $
 (21,386)

 $
 (22,560)

 Net income attributable to REX common shareholders

 $
 58,167

 $
 60,935

 The following table summarizes net sales and revenue by product
group (amounts in thousands):

 2024

 2023

 Ethanol

 $
 496,411

 $
 635,420

 Dried distillers grains

 101,432

 139,173

 Distillers corn oil

 38,999

 52,935

 Modified distillers grains

 4,896

 5,584

 Derivative financial instruments gains (losses)

 (37)

 Other

 Total

 $

 $

 The following table summarizes selected operating data:

 2024

 2023

 Average selling price per gallon of ethanol (net of hedging)

 $
 1.71

 $
 2.22

 Gallons of ethanol sold (in millions)

 289.7

 285.9

 Average selling price per ton of dried distillers grains

 $
 160.37

 $
 213.55

 Tons of dried distillers grains sold

 632,469

 651,698

 Average selling price per pound of distillers corn oil

 $
 0.44

 $
 0.60

 Pounds of distillers corn oil sold (in millions)

 88.1

 87.5

 Average selling price per ton of modified distillers grains

 $
 69.93

 $
 103.54

 Tons of modified distillers grains sold

 70,013

 53,936

 Comparison of Fiscal Years 2024 and
2023 (Consolidated Results)

 Net Sales and Revenue –
Ethanol and distillers corn oil quantities were relatively consistent between periods. We did have a change in mix between dried
and modified distillers grains. However, weaker selling prices across all our products in fiscal year 2024 led to the overall decrease
in sales of 23% between the two fiscal years.

 Ethanol sales decreased in fiscal year
2024 compared to fiscal year 2023 as the average price per gallon decreased 23%, offset partially by an increase in gallons sold
of 1%. The decrease in ethanol selling price resulted primarily from a decrease in corn prices as the market price for ethanol
often correlates with the market price for corn.

 Dried distillers grains sales decreased
in fiscal year 2024 compared to fiscal year 2023, decreasing 27% year-over-year, as the average price per ton sold decreased
25%, as well as a decrease in tons sold of 3%. The decrease in the dried distillers grains
selling price resulted primarily from a decrease in corn prices as dried distillers grains prices often correlate with corn pricing.
The decrease in tons sold was offset by an increase in tons of modified distillers grains sold. Our consolidated plants'
decisions to sell modified or dried distillers grains fluctuate from time to time based upon market conditions.

 Distillers corn oil sales decreased 26%
in fiscal year 2024 compared to fiscal year 2023 as the average selling price per pound decreased approximately 27%. The
decrease in the distillers corn oil selling price resulted primarily from fluctuations in demand in the renewable biodiesel market
which often reflects the price of soybean oil. The price decrease was partially offset by a negligible increase in pounds sold.

 Modified distillers grains sales decreased
12% in fiscal year 2024 compared to fiscal year 2023 as the average selling price per ton sold decreased 32%, offset partially
by an increase in tons sold of 30%. The decrease in the modified distillers grains selling price resulted primarily from a decrease
in corn prices as distillers grain pricing often correlates with corn pricing. Our consolidated
plants' decisions to sell modified or dried distillers grains fluctuate from time to time based upon market conditions.

 Gains on derivative financial instruments
were $0.4 million in fiscal year 2024, compared to insignificant losses in fiscal year 2023. Gains
and losses are related to our risk management activities and were impacted by the price movements and types of contracts entered
into at our consolidated ethanol plants.

 Cost of Sales – Cost
of sales for fiscal year 2024 decreased approximately $184.2 million, or 25%, over fiscal year 2023. Corn accounted for approximately
76% ($416.4 million) of our cost of sales during fiscal year 2024 compared to approximately 80% ($584.2 million) during fiscal
year 2023. The cost of corn decreased due to lower corn prices, primarily attributable to two successive strong harvest seasons.
These decreases were offset by a slight increase in the amount of corn used between the two periods. Natural gas accounted for
approximately 4% ($22.6 million) of our cost of sales during fiscal year 2024 compared to approximately 4% ($31.7 million) during
fiscal year 2023. The natural gas cost decrease was primarily attributable to a decrease in the cost per unit.

 Gross Profit – As a
result of the foregoing, gross profit for fiscal year 2024 decreased approximately $6.7 million, or 7%, from fiscal year 2023.
Gross profit in fiscal year 2024 was approximately 14.2% of net sales and revenue, versus approximately 11.8% of net sales and
revenue in fiscal year 2023.

 We attempt to match quantities of ethanol,
distillers grains and distillers corn oil sale contracts with an appropriate quantity of grain purchase contracts over a given
period of time when we can obtain an adequate margin resulting from the crush spread inherent in the contracts we have executed.
However, the market for future ethanol sales contracts generally lags the spot market with respect to ethanol price. Consequently,
we generally execute fixed price contracts for no more than four months into the future at any given time and we may lock in our
corn or ethanol price without having a corresponding locked in ethanol or corn price for short durations of time. As a result of
the relatively short period of time our fixed price contracts cover, we generally cannot predict the future movements in our realized
crush spread for more than four months. We utilize derivative financial instruments, primarily exchange traded commodity future
contracts and swaps, in conjunction with our grain procurement and commodity marketing activities.

 Selling, General and Administrative
("SG&A") Expenses – SG&A expenses for fiscal year 2024 were approximately $27.1 million (4.2%
of net sales and revenue), a decrease of approximately $2.2 million or 8% from approximately $29.4 million (3.5% of net sales and
revenue) for fiscal year 2023. The dollar decrease compared to the prior year is primarily related to restricted stock awards granted
to certain executive officers in the second quarter of 2023, which were expensed upon issuance.

 Equity in Income of Unconsolidated
Ethanol Affiliates – During fiscal years 2024 and 2023, we recognized income of approximately $9.4 million and $13.9
million, respectively, from our equity investment in Big River Resources, LLC ("Big River"). Our investment in Big
River, which has interests in four ethanol production plants, represents an effective ownership of approximately 39.0 million gallons
of ethanol shipped in the trailing twelve months ended January 31, 2025.

 We expect the operating experience of Big
River to be generally consistent with the trends in crush spread margins described in the "Overview" section as Big
River's results are dependent on the same key drivers as our other ethanol investments (ethanol, corn, dried distillers grains
and natural gas pricing).

 Interest and Other Income
– Interest and other income for fiscal year 2024 was approximately $19.2 million compared to approximately $15.7 million
for fiscal year 2023. One of our consolidated ethanol plants recognized $1.2 million in patronage income from an investment in
a cooperative in the first quarter of 2024. During 2023, the Company's consolidated
plants received COVID-19 relief grants from the USDA of approximately $1.0 million that did not repeat in 2024. The remaining change
between the periods related to increased interest income in the current year based upon higher balances and yields on our
excess cash and short-term investments in fiscal year 2024, compared to 2023.

 Income Before Income Taxes
– As a result of the foregoing, income before income taxes was approximately $92.9 million for fiscal year 2024 versus approximately
$98.5 million for fiscal year 2023.

 Provision for Income Taxes –
Our effective tax rate was a provision of 23.0% and 22.9% for fiscal years 2024 and 2023, respectively. Our effective rate is impacted
by the noncontrolling interests of the companies we consolidate, as we recognize 100% of their income or loss before income taxes
and noncontrolling interests and only provide an income tax provision or benefit for our portion of the subsidiaries' income or
loss. During both fiscal years 2024 and 2023, our effective tax rate increased 2.2% (approximately $2.1 million and $2.2 million,
respectively), as a result of section 162M compensation limitations.

 Net Income – As a result
of the foregoing, net income was approximately $71.5 million for fiscal year 2024 versus approximately $75.9 million for fiscal
year 2023.

 Net income Attributable to Noncontrolling
Interests – Income attributable to noncontrolling interests was approximately $13.3 million and $15.0 million during
fiscal years 2024 and 2023, respectively, and represents the other owners' share of the income of NuGen and One Earth.

 Net Income Attributable to REX Common
Shareholders – As a result of the foregoing, net income attributable to REX common shareholders was approximately
$58.2 million for fiscal year 2024 compared to $60.9 million for fiscal year 2023.

 Comparison of Fiscal Years 2023 and
2022

 See "Item 7 Management's discussion
and Analysis of Financial Condition and Results of Operations" in our Annual Report on Form 10-K for the year ended January
31, 2024.

 Liquidity and Capital Resources

 Our primary sources of cash have been income
from operations. Our primary uses of cash have been capital expenditures at our ethanol plants and carbon sequestration project,
stock repurchases, and payments to noncontrolling interests holders.

 Outlook – Our cash
and short-term investments balance of approximately $359.1 million at January 31, 2025 included approximately $322.7 million held
by One Earth and NuGen. We expect that One Earth and NuGen will use a majority of their cash for working capital needs, capital
expenditures, general corporate purposes and dividend payments. We expect our equity method investee to limit
the payment of dividends based upon their working capital and capital expenditure needs.

 We are investigating various uses of
our excess cash. One Earth Energy is currently working on carbon sequestration and plant expansion projects and is expected
to have related capital expenditure needs. Our current budget for both projects is approximately $220 million to
$230 million, subject to further refinement as we move forward. We plan to pay for all
costs from available cash As of January 31, 2025, we have spent $55.7 million since inception and are contractually committed
to spend an additional $0.9 million

 toward
the carbon sequestration project. As of January 31, 2025, we have spent $59.9 million since inception and are contractually committed
to spend an additional $8.7 million toward plant capacity expansion and CI scoring reduction efforts. For all projects, we plan
to spend $50 million to $70 million during fiscal year 2025.

 We have a stock buyback program in place.
During fiscal year 2024, we purchased 372,567 shares for $15.5 million. Subsequent to January 31, 2025 the
Company repurchased 281,709 shares for approximately $11.9 million through open market transactions. After these repurchases,
a total of 222,510 shares remained available to purchase under existing board authorization. On
March 25, 2025, the Board of Directors authorized the repurchase from time to time of
up to an additional 1,500,000 shares through open market transactions, privately negotiated transactions, or
transactions by other means in accordance with applicable securities laws. We typically repurchase our
common stock when our stock price is trading at prices we deem to be a discount to the underlying value of our net assets.

 We plan to seek and evaluate various investment
opportunities including ethanol and/or energy related, carbon sequestration related, agricultural or other ventures we believe
fit our investment criteria.

 Operating Activities –
Net cash provided by operating activities was approximately $64.2 million for fiscal year 2024 compared to approximately $128.0
million in fiscal year 2023. During fiscal year 2024, operating cash flow was provided by net income of approximately $71.5 million
and adjustments of approximately $20.2 million, which consisted of depreciation, amortization of operating lease right-of-use assets,
stock-based compensation expense, income from equity method investments, interest income from investments, loss on sale of property
and equipment, and the deferred income tax provision. Big River paid dividends to REX of approximately $8.5 million during fiscal
year 2024. Accounts receivable decreased approximately $1.7 million, primarily a result of the timing of products shipped and the
receipt of customer payments at One Earth and NuGen. Inventory increased approximately $4.7 million, primarily a result of an increase
in the bushels of corn in stock at January 31, 2025 compared to January 31, 2024, offset by a decrease in the amount of ethanol
finished goods in storage over the same period. Prepaid expenses and other assets increased approximately $14.9 million, primarily
related to prepayments on certain executed utility equipment agreements, offset by a decrease in property taxes refundable due
to the timing of payments, and decreases in spare parts inventory. Accounts payable decreased approximately $14.7 million, primarily
a result of the timing of inventory receipts and vendor payments. Refundable income taxes increased $0.7 million as a result of
the timing of estimated tax payments. Long-term taxes payable increased $4.3 million to reflect the amount the recorded uncertain
tax positions exceeded the remaining unused credits they are recorded against. Accrued expenses and other liabilities decreased
approximately $7.0 million, which was primarily a result of operating lease payments of approximately $5.5 million and a decrease
in accrued payroll and related items of $0.4 million, and other decreases of approximately $1.1 million.

 Net cash provided by operating activities
was approximately $128.0 million for fiscal year 2023. During fiscal year 2023, operating cash flow was provided by net income
of approximately $75.9 million and adjustments of approximately $20.2 million, which consisted of depreciation, amortization of
operating lease right-of-use assets, stock-based compensation expense, income from equity method investments, interest income from
investments, loss on sale of property and equipment, and the deferred income tax provision. Big River paid dividends to REX of
approximately $12.0 million during fiscal year 2023. Accounts receivable decreased approximately $2.0 million, primarily a result
of the timing of products shipped and the receipt of customer payments at One Earth and NuGen. Inventory decreased approximately
$21.8 million, primarily a result of smaller quantities of work-in-process materials and lower per unit costs at January 31, 2024.
Prepaid expenses and other assets increased approximately $4.5 million, primarily a result of increases in spare parts of approximately
$1.3 million, prepaid insurance of $0.3 million, refundable property taxes of approximately $0.5 million, hedging of $1.8 million
and the fair values of forward purchase contracts of approximately $0.5 million. Accounts payable increased approximately $7.9
million, primarily a result of the timing of inventory receipts and vendor payments. Refundable income taxes increased $2.8 million
as a result of the timing of estimated tax payments. Accrued expenses and other liabilities decreased approximately $4.5 million,
which was primarily a result of operating lease payments of approximately $5.4 million and a decrease in accrued income taxes of
$2.0 million, partially offset by an increase in accrued payroll of approximately $3.8 million.

 Investing Activities –
Net cash used in investing activities was approximately $72.9 million during fiscal year 2024 compared to net cash provided by
investing activities of approximately $28.4 million during fiscal year 2023. Capital expenditures in fiscal year 2024 totaled approximately
$71.3 million, primarily for various capital projects at our consolidated ethanol plants, including $34.9 million for expansion
and CI scoring reduction projects at the One Earth

 facility and $26.6
million for the carbon sequestration project. During fiscal year 2024, we used cash of approximately $372.3 million for purchases
of short-term investments and received cash of approximately $370.4 million related to the maturity of these types of these investments.

 Net cash provided by investing activities
was approximately $28.4 million during fiscal year 2023. Capital expenditures in fiscal year 2023 totaled approximately $37.7 million,
primarily for various capital projects at our consolidated ethanol plants, including $14.4 million for expansion and CI scoring
reduction projects at the One Earth facility and $15.5 million for the carbon sequestration project. During fiscal year 2023, we
used cash of approximately $448.5 million for purchases of short-term investments and received cash of approximately $514.6 million
related to the maturity of these types of these investments.

 Financing Activities –
Net cash used in financing activities was approximately $18.5 million during fiscal year 2024 compared to approximately $4.3 million
for fiscal year 2023. During fiscal year 2024, we purchased approximately 373,000 shares of our common stock for approximately
$15.5 million in open market transactions, of which $0.8 million was paid for subsequent to January 31, 2025. During fiscal year
2024, we used cash of approximately $3.7 million to purchases shares from and pay dividends to noncontrolling members of the consolidated
entities.

 Net cash used in financing activities was
approximately $4.3 million during fiscal year 2023, which was used to pay dividends to noncontrolling members of the consolidated
entities.

 Based on our forecasts, which are primarily
based on estimates of plant production, prices of ethanol, corn, distillers grains, distillers corn oil and natural gas as well
as other assumptions, management believes that cash flow from operating activities together with working capital will be sufficient
to meet One Earth's and NuGen's respective liquidity needs. However, if a material adverse change in the financial
position of One Earth or NuGen should occur, or if actual sales or expenses are substantially different than what has been forecasted,
One Earth's and NuGen's liquidity, and ability to fund future operating and capital requirements could be negatively
impacted.

 Approximately 2.7% of our net assets are
restricted pursuant to the terms of various loan agreements of Big River, our equity method investee, as of January 31, 2025. None
of our consolidated subsidiaries or the parent company have restricted net assets related to loan agreements at January 31, 2025.

 Contractual Obligations and Commitments

 In the ordinary course of business, we
enter into agreements under which we are legally obligated to make future cash payments. These agreements include obligations related
to purchasing inventory and natural gas and leasing rail cars. Aggregate minimum lease payments under the operating lease agreements
for future fiscal years as of January 31, 2025 totaled $24.0 million, with $6.8 million payable in the next twelve months. Refer
to Note 7 – Leases included in the notes to consolidated financial statements for more information. As of January 31, 2025,
we had contracted future purchases of corn, natural gas, natural gas pipeline lease and other contracts for capital expenditures
at our ethanol plants valued at approximately $131.7 million, with $124.4 million payable in the next twelve months. Refer to Note
11 – Commitments included in the notes to consolidated financial statements for more information.

 Seasonality and Quarterly Fluctuations

 Our business is directly affected by the
supply and demand for ethanol. The demand for ethanol typically increases during the spring and summer months and during holiday
travel.

 Critical Accounting Policies

 We believe the application of the following
accounting policies, which are important to our financial position and results of operations, require significant assumptions,
judgments and estimates on the part of management. We base our assumptions, judgments, and estimates on historical experience,
current trends and other factors that management believes to be relevant at the time our consolidated financial statements are
prepared. On a regular basis, management reviews the accounting policies, assumptions, estimates and judgments to ensure that our
financial statements are presented in accordance with generally accepted accounting principles (GAAP). However, because future
events and their effects cannot be determined with certainty, actual results could differ from our assumptions and estimates, and
such differences

 could be material.
Further, if different assumptions, judgments and estimates had been used, the results could have been different and such differences
could be material. For a summary of all of our accounting policies, including the accounting policies discussed below, see Note
1 to the Consolidated Financial Statements.

 Management believes that the following
accounting policies are the most critical to aid in fully understanding and evaluating our reported financial results, and they
require management's most difficult, subjective, or complex judgments, resulting from the need to make estimates about the
effect of matters that are inherently uncertain.

 Revenue Recognition –
We recognize sales of ethanol, distillers grains and distillers corn oil when obligations under the terms of the respective contracts
with customers are satisfied; this occurs with the transfer of control of products, generally upon shipment from the ethanol plant
or upon loading of the rail car used to transport the products.

 Impairment of Long-Lived Assets –
 We review our long-lived assets, consisting of property and equipment, equity method investments and operating lease right-of-use
assets, for impairment whenever events or changes in circumstances indicate the carrying amount of the asset may not be recoverable.
We assess long-lived assets for impairment by first determining the forecasted, undiscounted cash flows the asset group is expected
to generate. If this total is less than the carrying value of the asset, we will then determine the fair value of the asset group.
An impairment loss would be recognized in the amount by which the carrying amount of the asset exceeded the fair value of the asset.
Significant management judgement is required to determine the fair value of long-lived assets, which includes discounted cash flows.
Such estimates could be significantly affected by future changes in market conditions. We recorded no impairment charges in fiscal
year 2024, 2023, or 2022.

 Income Taxes – Income
taxes are recorded based on the current year amounts payable or refundable, as well as the consequences of events that give rise
to deferred tax assets and liabilities based on differences in how those events are treated for tax purposes, net of valuation
allowances. We base our estimate of deferred tax assets and liabilities on current tax laws and rates and other expectations about
future outcomes. Changes in existing regulatory tax laws and rates and future business results may affect the amount of deferred
tax liabilities or the valuation of deferred tax assets over time. We have established valuation allowances for certain state net
operating loss carryforwards. We assessed all available positive and negative evidence to determine whether we expect sufficient
future taxable income will be generated to allow for the realization of existing federal deferred tax assets. We believe there
is sufficient objectively verifiable income for management to conclude that it is more likely than not that the Company will utilize
available federal deferred tax assets prior to their expiration. However, realization of these deferred tax assets is not certain.
Changes in our current estimates for factors such as unanticipated market conditions and legislative developments could have a
material effect on our ability to utilize deferred tax assets.

 New Accounting Pronouncements

 For information related to recent accounting pronouncements,
see Note 1 of the Notes to the Consolidated Financial Statements.

 Item 7A.

 Quantitative and Qualitative Disclosures About Market Risk

 We are exposed to the impact of market
fluctuations associated with commodity prices as discussed below.

 Commodity Price Risk

 We manage a portion of our risk with respect
to the volatility of commodity prices inherent in the ethanol industry by using forward purchase and sale contracts. At January
31, 2025, One Earth and NuGen combined had purchase commitments for approximately 24.4 million bushels of corn, the principal raw
material for their ethanol plants. At January 31, 2025, One Earth and NuGen combined had purchase commitments for approximately
0.8 million MmBtu of natural gas. At January 31, 2025, One Earth and NuGen had combined sales commitments for approximately 51.2
million gallons of ethanol, 88,000 tons of distillers grains and 12.0 million pounds of distillers corn oil. Not all of our commitments
are at fixed price. Our exposures to market risk, which include the impact of our risk management activities, are based on the
estimated effect on pre-tax income starting on January 31, 2025, are as follows (amounts in thousands):

 Commodity

 Estimated
 Total
 Volume for the
 Next
 12 Months

 Unit of Measure

 Decrease
 in Pre-tax
 Income From a 10%
 Adverse
 Change in Price

 Ethanol

 295,000

 Gallons

 $
 48,926

 Corn

 102,100

 Bushels

 $
 42,270

 Distillers Grains

 Tons

 $
 8,799

 Distillers Corn Oil

 88,500

 Pounds

 $
 3,400

 Natural Gas

 7,400

 MmBtu

 $
 2,784

 Item 8. Financial Statements and
Supplementary Data

CONSOLIDATED BALANCE SHEETS

 (Amounts in Thousands)

 ASSETS

 2025

 2024

 CURRENT ASSETS:

 Cash and cash equivalents

 $
 196,255

 $

 Short-term investments

 162,820

 155,260

 Accounts receivable

 21,511

 23,185

 Inventory

 31,676

 26,984

 Refundable income taxes

 6,445

 5,728

 Prepaid expenses and other

 17,112

 17,549

 Total current assets

 435,819

 452,103

 Property and equipment - net

 210,683

 155,587

 Operating lease right-of-use assets

 20,985

 13,038

 Other assets

 16,721

 9,138

 Equity method investments

 35,800

 34,936

 TOTAL ASSETS

 $
 720,008

 $
 664,802

 LIABILITIES AND EQUITY

 CURRENT LIABILITIES:

 Accounts payable – trade (includes $ 1.4 million and $ 5.8 million with related parties at January 31, 2025 and 2024, respectively)

 $
 28,337

 $
 42,073

 Current operating lease liabilities

 5,746

 4,469

 Accrued expenses and other current liabilities

 16,360

 19,717

 Total current liabilities

 50,443

 66,259

 LONG-TERM LIABILITIES:

 Deferred taxes

 3,562

 1,598

 Long-term operating lease liabilities

 15,367

 8,378

 Long-term taxes payable

 4,334

 -

 Other long-term liabilities

 2,700

 Total long-term liabilities

 25,963

 10,946

 COMMITMENTS AND CONTINGENCIES (Notes 11 and 13)

 EQUITY:

 REX shareholders' equity:

 Common stock, at $ 0.01 par value; 45,000 shares authorized; 29,853 shares issued

 Paid in capital

 6,470

 3,769

 Retained earnings

 759,928

 701,761

 Treasury stock, 12,659 and 12,350 shares, respectively

 ( 206,360)

 ( 191,911)

 Total REX shareholders' equity

 560,337

 513,918

 Noncontrolling interests

 83,265

 73,679

 Total equity

 643,602

 587,597

 TOTAL LIABILITIES AND EQUITY

 $
 720,008

 $
 664,802

 See notes to consolidated financial statements.

CONSOLIDATED STATEMENTS OF OPERATIONS

 (Amounts in Thousands, Except Per Share Amounts)

 Years Ended January 31,

 2025

 2024

 2023

 Net sales and revenue

 $

 $

 $
 855,000

 Cost of sales (includes $ 99.2 million, $ 117.0 million and $ 135.4 million with related parties for the years ended January 31, 2025, 2024 and 2023, respectively)

 551,014

 735,166

 806,398

 91,477

 98,218

 48,602

 Selling, general and administrative expenses

 ( 27,148)

 ( 29,379)

 ( 22,827)

 Equity in income of unconsolidated affiliates

 9,385

 13,921

 8,745

 Interest and other income, net

 19,158

 15,724

 12,959

 Income before income taxes

 92,872

 98,484

 47,479

 Provision for income taxes

 ( 21,386)

 ( 22,560)

 ( 9,542)

 71,486

 75,924

 37,937

 Net income attributable to noncontrolling interests

 ( 13,319)

 ( 14,989)

 ( 10,240)

 Net income attributable to REX common shareholders

 $
 58,167

 $
 60,935

 $
 27,697

 Weighted average shares outstanding – basic

 17,636

 17,482

 17,638

 Basic net income per share attributable to REX common shareholders

 $
 3.30

 $
 3.49

 $
 1.57

 Weighted average shares outstanding – diluted

 17,636

 17,576

 17,638

 Diluted net income per share attributable to REX common shareholders

 $
 3.30

 $
 3.47

 $
 1.57

 See notes to consolidated financial statements.

CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY

FOR THE YEARS ENDED JANUARY 31, 2025, 2024 AND 2023

 (Amounts in Thousands)

 REX Shareholders

 Common Shares

 Issued

 Treasury

 Paid-in

Capital

 Retained

Earnings

 Noncontrolling

Interest

 Total

Equity

 Amount

 Amount

 Balance at January 31, 2022

 $

 12,092

 $
 ( 181,114)

 $
 -

 $
 611,607

 $
 56,770

 $
 487,562

 27,697

 10,240

 37,937

 Treasury stock acquired

 ( 13,012)

 ( 13,012)

 Noncontrolling interests distribution and other

 ( 3,998)

 ( 3,998)

 Issuance of equity awards and stock-based compensation expense

 -

 -

 ( 101)

 1,522

 -

 2,505

 Balance at January 31, 2023

 12,463

 ( 193,721)

 640,826

 63,012

 510,994

 60,935

 14,989

 75,924

 Capital contributions

 Noncontrolling interests distribution and other

 ( 4,344)

 ( 4,344)

 Issuance of equity awards and stock-based compensation expense

 -

 -

 ( 113)

 1,810

 3,191

 -

 -

 5,001

 Balance at January 31, 2024

 12,350

 ( 191,911)

 3,769

 701,761

 73,679

 587,597

 58,167

 13,319

 71,486

 Treasury stock acquired

 ( 15,522)

 ( 15,522)

 Noncontrolling interests distribution and other

 ( 3,733)

 ( 3,733)

 Issuance of equity awards and stock-based compensation expense

 -

 -

 ( 64)

 1,073

 2,701

 -

 -

 3,774

 Balance at January 31, 2025

 $

 12,659

 $
 ( 206,360)

 $
 6,470

 $
 759,928

 $
 83,265

 $
 643,602

 See notes to consolidated financial statements.

CONSOLIDATED STATEMENTS OF CASH FLOWS

 (Amounts in Thousands)

 Years Ended January 31,

 2025

 2024

 2023

 CASH FLOWS FROM OPERATING ACTIVITIES:

 $
 71,486

 $
 75,924

 $
 37,937

 Adjustments to reconcile net income to net cash provided by operating activities:

 Depreciation

 15,927

 17,794

 17,976

 Amortization of operating lease right-of-use assets

 5,788

 5,245

 5,328

 Stock-based compensation expense

 3,638

 6,209

 1,930

 Income from equity method investments

 ( 9,385)

 ( 13,921)

 ( 8,745)

 Dividends received from equity method investments

 8,521

 12,030

 6,266

 Interest income from investments

 ( 5,576)

 ( 10,008)

 ( 2,839)

 Loss (gain) on disposal of real estate and property and equipment

 ( 102)

 Deferred income tax

 9,802

 14,627

 Changes in assets and liabilities:

 Accounts receivable

 1,674

 1,977

 Inventory

 ( 4,692)

 21,760

 ( 6,519)

 Prepaid expenses and other assets

 ( 14,946)

 ( 4,495)

 ( 452)

 Income taxes refundable

 ( 717)

 ( 2,766)

 3,715

 Accounts payable – trade

 ( 14,724)

 7,868

 1,478

 Long-term taxes payable

 4,334

 -

 -

 Accrued expenses and other liabilities

 ( 6,988)

 ( 4,517)

 ( 2,752)

 Net cash provided by operating activities

 64,192

 127,970

 54,795

 CASH FLOWS FROM INVESTING ACTIVITIES:

 Capital expenditures

 ( 71,318)

 ( 37,663)

 ( 15,578)

 Purchases of short-term investments

 ( 372,341)

 ( 448,507)

 ( 399,350)

 Maturities of short-term investments

 370,357

 514,586

 216,735

 Proceeds from sale of real estate and property and equipment

 Deposits

 ( 43)

 ( 319)

 Net cash (used in) provided by investing activities

 ( 72,860)

 28,402

 ( 198,507)

 CASH FLOWS FROM FINANCING ACTIVITIES:

 Treasury stock acquired

 ( 14,741)

 -

 ( 13,012)

 Capital contributions from minority investor

 -

 -

 Payments to noncontrolling interests holders

 ( 3,733)

 ( 4,344)

 ( 3,997)

 Net cash used in financing activities

 ( 18,474)

 ( 4,322)

 ( 17,009)

 NET (DECREASE) INCREASE IN CASH, CASH EQUIVALENTS AND RESTRICTED CASH

 ( 27,142)

 152,050

 ( 160,721)

 CASH, CASH EQUIVALENTS AND RESTRICTED CASH-Beginning of year

 71,347

 232,068

 CASH, CASH EQUIVALENTS AND RESTRICTED CASH-End of year

 $
 196,255

 $

 $
 71,347

 Non-cash financing activities-Stock awards issued

 $
 2,172

 $

 $
 1,539

 Non-cash financing activities-Stock awards accrued

 $
 2,037

 $
 2,172

 $

 Non-cash financing activities-Stock repurchases accrued

 $

 $
 -

 $
 -

 Non-cash investing activities-Accrued capital expenditures

 $
 1,152

 $

 $

 Non-cash investing activities-Capital additions
 transferred from prepaid expenses

 $

 $
 -

 $
 -

 Right-of-use assets acquired and liabilities incurred upon lease execution

 $
 13,734

 $
 3,210

 $
 9,321

 Reconciliation of total cash, cash equivalents and restricted cash:

 Cash and cash equivalents

 $
 196,255

 $

 $
 69,612

 Restricted cash

 -

 -

 1,735

 Total cash, cash equivalents and restricted cash

 $
 196,255

 $

 $
 71,347

 See notes to consolidated financial statements.

 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

 1.
 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 Principles of Consolidation
– The accompanying financial statements consolidate the operating results and financial position of REX American
Resources Corporation and its wholly-owned and majority owned subsidiaries (the "Company" or "REX"). All
intercompany balances and transactions have been eliminated. As of January 31, 2025, the Company owns interests in three operating
entities – two are consolidated and one is accounted for using the equity method of accounting. The results of One Earth
are included on a delayed basis of one month lag as One Earth has a fiscal year end of December 31. The other consolidated entity
has the same fiscal year end as the parent company.

 Stock Split
– On June 21, 2022, the Board of Directors of the Company adopted resolutions declaring a three-for-one split of the
Company's Common Stock to be effectuated in the form of a 200% stock dividend, payable on August 5, 2022 to stockholders
of record at the close of business on July 29, 2022. The stock split has been retroactively reflected in the accompanying consolidated
financial statements.

 Fiscal Year – All
references in these consolidated financial statements to a particular fiscal year are to the Company's fiscal year ended
January 31. The Company refers to its fiscal year by reference to the year immediately preceding the January 31 fiscal year
end date. For example, "fiscal year 2024" means the period February 1, 2024 to January 31, 2025.

 Segments –
The Company has one reportable segment, ethanol and by-products. Within the ethanol and by-products segment, the Company has equity
investments in three ethanol limited liability companies, two of which are majority ownership interests.

 In applying the criteria set
forth in ASC 280, Segment Reporting, the Company determined that based on the nature of the products and production process
and the expected financial results, the Company's operations at its ethanol plants are aggregated into one reporting segment.

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

 Cash Equivalents –
 Cash equivalents are principally short-term investments with original maturities of three months or less. The carrying
amount of cash equivalents approximates fair value.

 Concentrations of Risk
 – The Company maintains cash and cash equivalents in accounts with financial institutions which exceed federally
insured limits. The Company has not experienced any losses in such accounts. The Company does not believe there is significant
credit risk related to its cash and cash equivalents.

 The Company sells its products
to a limited number of larger commercial buyers, which may increase the chance of loss due to non-performance by a counterparty.
Ten (fiscal year 2024), nine (fiscal year 2023), and eight (fiscal year 2022) customers accounted for approximately 92 %, 92 %,
and 90 % of the Company's net sales and revenue during fiscal years 2024, 2023, and 2022, respectively. At January 31, 2025
and 2024, six customers in each period represented approximately 92 % and 93 %, respectively, of the Company's accounts receivable
balance. The Company has not experienced any significant losses in such accounts.

 Trade Receivables —
 Trade receivables are recorded at their estimated net realizable value. Accounts are considered past due if payment is
not received on a timely basis in accordance with the Company's credit terms. Accounts considered uncollectible are written
off in the period they are determined to be uncollectible. As of January 31, 2025 and 2024, the Company believes that all
amounts are collectible and an allowance for credit losses was not considered necessary.

 Inventory –
Inventories are carried at the lower of cost or net realizable value. Cost for all inventories is determined using the first-in,
first-out method. Net realizable value is the estimated selling prices in the ordinary course of business, less reasonable predictable
costs of completion, disposal and transportation. Inventory includes direct production costs and certain overhead costs such as
depreciation, property taxes and utilities related to producing ethanol and related by-product. Inventory is permanently written
down for instances when cost exceeds estimated net realizable value; such write-downs are based primarily upon commodity prices
as the market value of inventory is often dependent upon changes in commodity prices. The Company recorded approximately $ 0.1 million
and $ 0.8 million of inventory write-downs in cost of sales at January 31, 2025 and January 31, 2024, respectively. Fluctuations
in the write-down of inventory generally relate to the levels and composition of such inventory at a given point in time and commodity
prices. The components of inventory are as follows (amounts in thousands):

 2025

 2024

 Ethanol and other finished goods

 $
 4,923

 $
 9,102

 Work in process

 5,185

 5,299

 Grain and other raw materials

 21,568

 12,583

 Total

 $
 31,676

 $
 26,984

 Property and Equipment
– Property and equipment is recorded at cost or the fair value on the date of acquisition (for property and equipment
acquired in a business combination). Depreciation is computed using the straight-line method. Estimated useful lives are 15 to
 40 years for buildings and improvements, and 3 to 20 years for machinery, fixtures and equipment.

 The components of property
and equipment are as follows (amounts in thousands):

 2025

 2024

 Land and improvements

 $
 34,112

 $
 32,403

 Buildings and improvements

 24,026

 23,810

 Machinery, equipment and fixtures

 318,399

 307,326

 Construction in progress

 94,010

 37,334

 Total property and equipment

 470,547

 400,873

 Less: accumulated depreciation

 ( 259,864
)

 ( 245,286
)

 Total property and equipment, net

 $
 210,683

 $
 155,587

 Impairment of Long-Lived
Assets

 In accordance with ASC 360-05,
 Impairment or Disposal of Long-Lived Assets, the Company reviews its long-lived assets, consisting of property and equipment,
equity method investments and operating lease right-of-use assets, for impairment whenever events or changes in circumstances indicate
the carrying amount of the asset may not be recoverable. The Company assesses long-lived assets for impairment by first determining
the forecasted, undiscounted cash flows the asset group is expected to generate. If this total is less than the carrying value
of the asset, the Company will then determine the fair value of the asset group. An impairment loss would be recognized

 in the amount
by which the carrying amount of the asset exceeded the fair value of the asset. Significant management judgement is required to
determine the fair value of long-lived assets, which includes discounted cash flows. Such estimates could be significantly affected
by future changes in market conditions. The Company recorded no impairment charges in fiscal years 2024, 2023, and 2022.

 Depreciation expense was approximately
$ 15.9 million, $ 17.8 million, and $ 18.0 million in fiscal years 2024, 2023, and 2022, respectively.

 Investments – The
method of accounting applied to long-term investments, whether consolidated, equity or cost, involves an evaluation of the significant
terms of each investment that explicitly grant or suggest evidence of control or influence over the operations of the investee
and also includes the identification of any variable interests in which the Company is the primary beneficiary. The Company accounts
for investments in limited liability companies in which it may have a less than 20 % ownership interest, using the equity method
of accounting when the factors discussed in ASC 323, Investments-Equity Method and Joint Ventures ("ASC 323"),
are met. The excess of the carrying value over the underlying equity in the net assets of equity method investees is allocated
to specific assets and liabilities. Investments in businesses that the Company does not control but for which it has the ability
to exercise significant influence over operating and financial matters are accounted for using the equity method. The Company accounts
for its investment in Big River using the equity method of accounting and includes the results of Big River on a delayed basis
of one month as it has a fiscal year end of December 31.

 The Company periodically evaluates
its investments for impairment due to declines in market value considered to be other than temporary. Such impairment evaluations
include, in addition to persistent, declining market prices, general economic and company-specific evaluations. If the Company
determines that a decline in market value is other than temporary, then a charge to earnings is recorded in the Consolidated Statements
of Operations and a new cost basis in the investment is established.

 Short-term investments, consisting of U.S. government
obligations, are considered held-to-maturity, and therefore are carried at amortized historical cost.

 Revenue Recognition
– The Company recognizes sales of ethanol, distillers grains and distillers corn oil when obligations under the terms of
the respective contracts with customers are satisfied; this occurs with the transfer of control of products, generally upon shipment
from the ethanol plant or upon loading of the rail car used to transport the products.

 Cost of Sales –
 Cost of sales includes depreciation, costs of raw materials, third-party freight charges, purchasing and receiving costs,
inspection costs, other distribution expenses, warehousing costs, plant repair and maintenance costs, plant management, certain
compensation costs and general facility overhead charges.

 SG&A Expenses –
 The Company includes non-production related costs such as professional fees, selling charges, operating lease expense,
and certain payroll in SG&A expenses.

 Change in Accounting
Principles– Effective during fiscal year 2023, the Company changed the method
of accounting for shipping and handling costs for products sold to customers from recorded within "Selling, general and administrative
expenses" to recorded within "Cost of sales" on the accompanying Consolidated Statements of Operations. While
both presentations are allowable under accounting principles generally accepted in the United States of America, the Company believes
that this change in classification is preferable because it improves the comparability of gross margin between periods and among
industry peers.

 The following tables show the
effect of the retrospective change to the Consolidated Statements of Operations previously presented:

 Year Ended
 January 31, 2023

 As Previously
 Reported

 Effect of
 Change

 As Currently
 Reported

 Cost of sales

 $
 800,269

 $
 6,129

 $
 806,398

 $
 54,731

 $
 ( 6,129
)

 $
 48,602

 Selling, general and administrative

 $
 ( 28,956
)

 $
 6,129

 $
 ( 22,827
)

 Financial Instruments
– Certain of the forward corn purchase and ethanol, distillers grains and distillers corn oil sale contracts are accounted
for under the "normal purchases and normal sales" scope exemption of ASC 815, Derivatives and Hedging ("ASC
815"), because these arrangements are for purchases of grain that will be delivered in quantities expected to be used
and sales of ethanol, distillers grains and distillers corn oil that will be produced in quantities expected to be sold by us over
a reasonable period of time in the normal course of business. During fiscal years 2024, 2023, and 2022 there were no material settlements
of forward contracts that were recorded at fair value. The Company recorded an asset and liability of $ 1.3 million and $ 0.4 million,
respectively, associated with contracts not accounted for under the "normal purchases and normal sales" scope exception
of ASC 815 at January 31, 2025. The Company recorded an asset and liability of $ 0.6 million and $ 0.8 million, respectively, associated
with contracts not accounted for under the "normal purchases and normal sales" scope exception of ASC 815 at January
31, 2024.

 The Company uses derivative
financial instruments (exchange-traded futures contracts and swaps) to manage a portion of the risk associated with changes in
commodity prices, primarily related to corn and ethanol. The Company monitors and manages this exposure as part of its overall
risk management policy. As such, the Company seeks to reduce the potentially adverse effects that the volatility of these markets
may have on its operating results. The Company may take hedging positions in these commodities as one way to mitigate risk. While
the Company attempts to link its hedging activities to purchase and sale activities, there are situations in which these hedging
activities can themselves result in losses. The Company does not hold or issue derivative financial instruments for trading or
speculative purposes. The changes in fair value of these derivative financial instruments are recognized in current period earnings
as the Company does not use hedge accounting.

 Stock Compensation –
The Company has a stock-based compensation plan, approved by its shareholders, which reserved a total of 1,650,000 shares of common
stock for issuance pursuant to its terms. The plan provides for the granting of shares of stock, including options to purchase
shares of common stock, stock appreciation rights tied to the value of common stock, restricted stock, and restricted stock unit
awards to eligible employees, non-employee directors and consultants. The Company measures share-based compensation grants at fair
value on the grant date, adjusted for estimated forfeitures. The Company records noncash compensation expense related to equity
and liability awards in its consolidated financial statements over the requisite service period on a straight-line basis. See Note
10 for a further discussion of restricted stock.

 Other Income –
 As part of the Coronavirus Aid, Relief, and Economic Security Act, passed in 2020, $700 million
in funds were made available to the U.S. Department of Agriculture to distribute to impacted producers of ethanol, biodiesel, and
other renewable fuels under the Biofuel Producer Program. The U.S. Department of Agriculture ("USDA") distributed funds
to applicants in May 2022. Our consolidated plants received a total of approximately $ 1.0 million in fiscal year 2023 which was
recorded within "Interest and other income, net" in the Consolidated Statements of Operations. The Company has no further
reporting or other obligations related to the receipt of these funds.

 Income Taxes
– The Company provides for deferred tax liabilities and assets for the future tax consequences attributable to differences
between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating
loss and tax credit carryforwards. The Company provides for a valuation allowance if, based on the weight of available positive
and negative evidence, it is more likely than not that some or all of the deferred tax assets will not be realized.

 Comprehensive Income
– The Company has no components of other comprehensive income, and therefore, comprehensive income equals net income.

 New Accounting Pronouncements
– In November 2023, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update
("ASU") 2023-07, "Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosure", which
improves reportable segment disclosure requirements through enhanced disclosure about significant segment expenses. The Company
adopted this guidance for the fiscal-year ended January 31, 2025. See Note 16 included in the notes to the audited consolidated
financial statements for more information on our segment reporting.

 In December 2023, the FASB issued
ASU 2023-09, "Income Taxes (Topic 740): Improvements to Income Tax Disclosures", to enhance the transparency and decision
usefulness of income tax disclosures. This ASU is effective for all entities that are subject to Topic 740 for fiscal years beginning
after December 15, 2024. Early adoption and retrospective application are permitted, but not required. The Company is currently
evaluating the impact of this ASU.

 In November 2024, the FASB issued
ASU 2024-03, "Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40)", which
provides clarity in assessing an entity's performance and prospects for future cash flows by disclosure of more detailed information
about the types of expenses in commonly presented expense captions. ASU 2024-03 is effective for the company's fiscal year-ended
January 31, 2028. Early adoption is permitted. The Company is currently evaluating the impact of this ASU.

 2.
 NET SALES AND REVENUE

 The Company recognizes sales
of products when obligations under the terms of the respective contracts with customers are satisfied. This occurs with the transfer
of control of products, generally upon shipment from the ethanol plant or upon loading of the rail car used to transport the products.
Revenue is measured as the amount of consideration expected to be received in exchange for transferring goods. Sales, value added
and other taxes the Company collects concurrent with revenue producing activities are excluded from net sales and revenue.

 The majority of the Company's
sales have payment terms ranging from 5 to 10 days after transfer of control. The Company has determined that sales contracts do
not generally include a significant financing component. The Company has not historically, and does not intend to, enter sales
contracts in which payment is due from a customer prior to transferring product to the customer. Thus, the Company does not record
unearned revenue.

 The following table shows disaggregated
revenue by product (amounts in thousands):

 2024

 2023

 2022

 Sales of products:

 Ethanol

 $
 496,411

 $
 635,420

 $
 649,501

 Dried distillers grains

 101,432

 139,173

 139,118

 Distillers corn oil

 38,999

 52,935

 55,595

 Modified distillers grains

 4,896

 5,584

 11,579

 Derivative financial instruments losses

 ( 37)

 ( 1,024)

 Other

 Total sales

 $

 $

 $
 855,000

 3.
 INVESTMENTS

 Equity Method Investment
in Big River

 The Company's equity method
investment in Big River Resources, LLC ("Big River") is accounted for under ASC 323. The following table summarizes
the investment (amounts in thousands):

 2025

 2024

 Carrying amount

 $
 35,800

 $
 34,936

 Ownership percentage

 10.3 %

 10.3 %

 The Company invested approximately
$ 20.0 million in Big River which is a holding company for several entities. Big River, through its various entities (both wholly
and partially owned), operates four ethanol manufacturing facilities that combined shipped approximately 437.8 million gallons
of ethanol in the twelve months ended January 31, 2025. The Company recorded income of approximately $ 9.4 million, $ 13.9 million,
and $ 8.7 million as its share of earnings from Big River during fiscal years 2024, 2023, and 2022, respectively. The Company received
dividends of approximately $ 8.5 million, $ 12.0 million, and $ 6.3 million from Big River during fiscal years 2024, 2023, and 2022,
respectively. At January 31, 2025, the carrying value of the investment in Big River was approximately $ 35.8 million; the amount
of underlying equity in the net assets of Big River was approximately $ 36.7 million.

 Summarized financial information
for the Company's equity method investee as of and for its fiscal year end is presented in the following tables (amounts
in thousands):

 December 31,

 2024

 2023

 Current assets

 $
 300,492

 $
 351,278

 Non current assets

 181,235

 144,933

 Total assets

 $
 481,727

 $
 496,211

 Current liabilities

 $
 89,409

 $
 98,187

 Long-term liabilities

 12,235

 7,559

 Total liabilities

 $
 101,644

 $
 105,746

 Members' capital

 $
 356,340

 $
 355,385

 Noncontrolling interests

 23,743

 35,080

 Total members' equity

 $
 380,083

 $
 390,465

 Years Ended December 31,

 2024

 2023

 2022

 Net sales and revenue

 $
 1,021,561

 $
 1,379,651

 $
 1,509,406

 $
 117,159

 $
 160,549

 $
 94,106

 Depreciation expense

 $
 20,314

 $
 26,142

 $
 27,752

 Net income attributable to members

 $
 93,321

 $
 135,012

 $
 84,814

 Big River has debt agreements
that limit and restrict amounts the entity can pay in the form of dividends or advances to owners. The restricted net assets of
Big River at January 31, 2025 are approximately $ 144.3 million; the Company's proportionate share of restricted net assets
of Big River is approximately $ 14.9 million.

 Short-term Investments

 At January 31, 2025, the Company
owned United States Treasury Bills (classified as short-term investments) that had an amortized cost, or carrying value, of approximately
$ 162.8 million. The contractual maturity of these investments was less than one year. The yield to maturity rate was approximately
 4.4 %. Unrecognized holding losses at January 31, 2025 were approximately $ 19,000.

 At January 31, 2024, the Company
owned United States Treasury Bills (classified as short-term investments) that had an amortized cost, or carrying value, of approximately
$ 155.3 million. The contractual maturity of these investments was less than one year. The yield to maturity rate was approximately
 5.5 %. Unrecognized holding losses at January 31, 2024 were approximately $ 94,000.

 4.
 FAIR VALUE

 The Company applies ASC 820,
" Fair Value Measurements and Disclosures " ("ASC 820") which 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.

 The Company determines the
fair market values of its financial instruments based on the fair value hierarchy established by ASC 820, which requires an entity
to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. The standard describes
three levels of inputs that may be used to measure fair values which are provided below. The Company carries certain cash equivalents,
investments and derivative financial instruments at fair value.

 Level 1
– Quoted prices in active markets for identical assets or liabilities. Level 1 assets and liabilities include derivative
contracts that are traded in an active exchange market.

 Level 2
– Observable inputs other than Level 1 prices such as quoted prices for similar assets or liabilities; quoted prices in markets
that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the
full term of the assets or liabilities. Level 2 assets and liabilities include derivative contracts whose value is determined using
a pricing model with inputs that are observable in the market or can be derived principally or corroborated by observable market
data.

 Level 3
– Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the
assets or liabilities. Level 3 assets and liabilities include financial instruments whose value is determined using pricing models,
discounted cash flow methods, or similar techniques, as well as instruments for which the determination of fair value requires
significant management judgment or estimation. Unobservable inputs are developed based on the best information available, which
may include the Company's own data.

 The fair values of derivative
assets and liabilities traded in the over-the-counter market are determined using quantitative models that require the use of multiple
market inputs including interest rates, prices and indices to generate pricing and volatility factors, which are used to value
the position. The predominance of market inputs are actively quoted and can be validated through external sources, including brokers,
market transactions and third-party pricing services. Estimation risk is greater for derivative asset and liability positions that
are either option-based or have longer maturity dates where observable market inputs are less readily available or are unobservable,
in which case interest rate, price or index scenarios are extrapolated in order to determine the fair value. The fair values of
derivative assets and liabilities include adjustments for market liquidity, counterparty credit quality, the Company's own
credit standing and other specific factors, where appropriate. The fair values of property and equipment are determined by using
various models that discount future expected cash flows.

 To ensure the prudent application
of estimates and management judgment in determining the fair value of derivative assets and liabilities and property and equipment,
various processes and controls have been adopted, which include: (i) model validation that requires a review and approval for pricing,
financial statement fair value determination and risk quantification; and (ii) periodic review and substantiation of profit and
loss reporting for all derivative instruments.

 Financial assets and liabilities
measured at fair value at January 31, 2025 on a recurring basis are summarized below (amounts in thousands):

 Level 1

 Level 2

 Level 3

 Total Fair
 Value

 Forward purchase contracts asset (1)

 $
 -

 $
 1,253

 $
 -

 $
 1,253

 Commodity futures (2)

 ( 1,291)

 -

 -

 ( 1,291)

 Total assets

 ( 1,291)

 1,253

 -

 ( 38)

 Forward purchase contracts liability (3)

 $
 -

 $

 $
 -

 $

 Financial assets and liabilities
measured at fair value at January 31, 2024 on a recurring basis are summarized below (amounts in thousands):

 Level 1

 Level 2

 Level 3

 Total Fair

 Value

 Forward purchase contracts asset (1)

 $
 -

 $

 $
 -

 $

 Commodity futures (2)

 ( 297)

 -

 -

 ( 297)

 Total assets

 ( 297)

 -

 Forward purchase contracts liability (3)

 $
 -

 $

 $
 -

 $

 (1)
 The forward purchase contracts asset is included in "Prepaid expenses and other" on
the accompanying Consolidated Balance Sheets.

 (2)
 The
commodity futures liability is netted with cash collateral due from broker and included in "Prepaid expense and other"
on the accompanying Consolidated Balance Sheets.

 (3)
 The forward purchase contracts liability is included in "Accrued expenses and other current
liabilities" on the accompanying Consolidated Balance Sheets.

 No
other financial instruments were elected to be measured at fair value in accordance with ASC 470-20-25-21. The carrying value of
all other financial assets and liabilities approximate fair value.

 There were no assets measured
at fair value at January 31, 2025 and 2024 on a non-recurring basis.

 5.
 OTHER ASSETS

 The components of other noncurrent assets are as
follows (amounts in thousands):

 2025

 2024

 Deferred taxes

 $
 -

 $
 7,837

 Prepaid utility equipment deposit

 15,600

 -

 Other

 1,121

 1,301

 Total

 $
 16,721

 $
 9,138

 6.
 ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES

 The components of accrued expenses and other current
liabilities are as follows (amounts in thousands):

 2025

 2024

 Accrued payroll

 $
 8,961

 $
 9,457

 Accrued utility charges

 3,085

 3,373

 Accrued transportation related items

 2,972

 Forward purchase contracts

 Accrued real estate taxes

 1,746

 1,742

 Other

 1,635

 1,371

 Total

 $
 16,360

 $
 19,717

 7.
 LEASES

 The Company elected the practical
expedient, available pursuant to ASC 842, Leases, for lessees to include both lease and non-lease components as a single
component and account for it as a lease. In general, certain maintenance costs are the responsibility of the Company under its
railcar leases. These maintenance costs are a non-lease component which the Company elected to combine with rental payments and
account for the total amount as operating lease expense.

 At January 31, 2025, the Company
has lease agreements, as lessee, for railcars. All the leases are accounted for as operating leases. The lease agreements do not
contain a specified implicit interest rate; therefore, the Company's estimated incremental borrowing rate was used to determine
the present value of future minimum lease payments. The lease term for all the Company's leases includes the noncancelable period
of the lease and any periods covered by renewal options that the Company is reasonably certain to exercise. Certain leases include
rent escalations pre-set in the agreements, which are factored into the lease payment stream.

 For fiscal years 2024, 2023,
and 2022, the components of lease expense, classified as SG&A expenses on the Consolidated Statement of Operations are as follows
(amounts in thousands):

 2024

 2023

 2022

 Operating lease expense

 $
 7,209

 $
 6,386

 $
 7,360

 Variable lease expense

 Total lease expense

 $
 7,352

 $
 6,687

 $
 7,759

 Total cash paid for amounts
included in the measurement of lease liabilities was $ 6.9 million for fiscal year 2024.

 The following table is a summary
of future minimum rentals on such leases at January 31, 2025 (amounts in thousands):

 Years Ended January 31,
 Minimum Rentals

 2026

 $
 6,789

 2027

 6,740

 2028

 5,497

 2029

 3,207

 Thereafter

 1,744

 Total

 23,977

 Less: present value discount

 2,864

 Operating lease liabilities

 $
 21,113

 At January 31, 2025, the weighted
average remaining lease term was 3.5 years, and the weighted average discount rate was 6.60 % for the above leases.

 At January 31, 2024, the weighted
average remaining lease term was 3.4 years, and the weighted average discount rate was 5.94 % for the above leases.

 8.
 COMMON STOCK

 On June 21, 2022, the Board
of Directors of the Company adopted resolutions declaring a three-for-one split of the Company's Common Stock to be effectuated
in the form of a 200 % stock dividend, payable on August 5, 2022 to stockholders of record at the close of business on July 29,
2022. The stock split has been retroactively reflected in the accompanying consolidated financial statements.

 During fiscal years 2024 and
2022 the Company purchased approximately 373,000 shares and 472,000 shares of its common stock for approximately $ 15.5 million
and $ 13.0 million, respectively. The Company did not purchase any shares of its common stock during fiscal year 2023. At January
31, 2025, the Company had prior authorization by its Board of Directors to purchase, in open market transactions, an additional
approximately 504,000 shares of its common stock.

 Information regarding the Company's
common stock is as follows (amounts in thousands):

 2025

 2024

 Authorized shares

 45,000

 45,000

 Issued shares

 Outstanding shares

 17,195

 17,504

 9.
 DERIVATIVE FINANCIAL INSTRUMENTS

 The Company is exposed to various market risks,
including changes in commodity prices (raw materials and finished goods). To manage risks associated with the volatility of these
natural business exposures, the Company enters into commodity agreements (exchange-traded futures contracts and swaps) and forward
purchase (corn) and sale (ethanol, distillers grains and distillers corn oil) contracts. The Company does not purchase or sell
derivative financial instruments for trading or speculative purposes. The Company does not purchase or sell derivative financial
instruments for which a lack of marketplace quotations would require the use of fair value estimation techniques.

 The changes in fair value of these derivative financial
instruments are recognized in current period earnings as the Company does not use hedge accounting.

 The following table provides information about the
fair values of the Company's derivative financial instruments and the line items on the Consolidated Balance Sheets in which
the fair values are reflected (in thousands):

 Asset Derivatives
 Fair Value at January 31,

 Liability Derivatives
 Fair Value at January 31,

 2025

 2024

 2025

 2024

 Forward purchase contracts (1)

 $
 1,253

 $

 $

 $

 Cash collateral balance (3)

 $
 2,523

 $
 2,152

 -

 -

 Commodity futures (2)

 ( 1,291)

 ( 297)

 -

 -

 Net position with broker

 $
 1,232

 $
 1,855

 -

 -

 Total

 $
 2,485

 $
 2,434

 $

 $

 (1)
 Forward purchase contracts assets are included in "Prepaid expenses and other" on the
accompanying Consolidated Balance Sheets. These contracts are for purchases of approximately 16.8 million and 9.3 million bushels
of corn at January 31, 2025 and 2024, respectively.

 Forward purchase contracts
liabilities are included in "Accrued expenses and other current liabilities" on the accompanying Consolidated Balance
Sheets. These contracts are for purchases of approximately 7.6 million and 8.2 million bushels of corn at January 31, 2025 and
2024, respectively.

 (2)
 Commodity futures assets and liabilities are included in "Prepaid expenses and other"
on the accompanying Consolidated Balance Sheets. These contracts included short/sell positions and long/buy positions for approximately
 6.3 million and 575,000 bushels of corn, respectively at January 31, 2025. These contracts also included short/sell positions for
approximately 4.2 million gallons of ethanol at January 31, 2025. These contracts included short/sell positions and long/buy positions
for approximately 255,000 and 6.9 million bushels of corn, respectively at January 31, 2024. These contracts also included short/sell
positions for approximately 210,000 gallons of ethanol at January 31, 2024.

 (3)
 As of January 31, 2025, and 2024, all of the derivative financial instruments held by the Company
were subject to enforceable master netting arrangements. The Company's accounting policy is to offset position amounts owed
or owing with the same counterparty. Depending on the amount of unrealized gains and losses on derivative contracts held by the
Company, the counterparty may require collateral to secure the Company's derivative contract positions. As of January 31,
2025 and 2024, the Company was required to maintain collateral with the counterparty in the amount of approximately $ 2,523,000
and $ 2,152,000, respectively, recorded within "Prepaid expenses and other" on the accompanying Consolidated Balance
Sheets.

 See Note 4 which contains fair
value information related to derivative financial instruments.

 The following table provides information about gains
(losses) recognized in income on the Company's derivative financial instruments and the line items on the accompanying Consolidated
Statements of Operations in which the fair values are reflected for the years ended January 31, 2025, 2024 and 2023 (amounts in
thousands):

 Year Ended January 31,

 2025

 2024

 2023

 Net sales

 $

 $
 ( 37)

 $
 ( 1,024)

 Cost of sales

 $
 ( 2,739)

 $
 15,023

 $
 ( 12,714)

 10.
 EMPLOYEE BENEFITS

 The Company maintains the REX
American Resources Corporation 2015 Incentive Plan, approved by its shareholders, which reserved a total of 1,650,000 shares of
common stock for issuance pursuant to its terms. The plan provides for the granting of shares of stock, including options to purchase
shares of common stock, stock appreciation rights tied to the value of common stock, restricted stock, and restricted stock unit
awards to eligible employees, non-employee directors and consultants. Until 2022, the Company had only granted restricted stock
awards. In May 2022, the Company issued restricted stock units to certain officers of the Company which vested based on the
Company's Total Shareholder Return (TSR) compared to the TSRs of companies that comprise the Russell 2000 Index over a three-year
performance period. The Company measures share-based compensation grants at fair value on the grant date, adjusted for estimated
forfeitures. The Company records noncash compensation expense related to equity awards in its consolidated financial statements
over the requisite service period on a straight-line basis. At January 31, 2025, 1,065,809 shares remain available for issuance
under the Plan, after taking into account restricted stock units that vested, detailed further below.

 Restricted Stock Awards

 As a component of their compensation,
restricted stock has been granted to directors and certain employees at the market price of REX common stock on the date of the
grant. In addition, one-quarter of executives' incentive compensation is payable by an award of restricted stock based on
the then market price of REX common stock. The Company's board of directors has determined that the grant date will be June
15 th, or the next business day, for all grants of restricted stock.

 Based on retirement eligibility
provisions, a portion of restricted stock grants are expensed at grant date, based on grant date fair value, thus considered vested
for accounting purposes. At January 31, 2025, 20,046 shares were unvested for accounting purposes and unrecognized compensation
cost related to these nonvested restricted stock awards was approximately $ 554,000, to be recognized over a weighted average vesting
term of 1.9 years.

 The following table summarizes
legally non-vested restricted stock award activity for fiscal years 2024, 2023, and 2022:

 2024

 Non-Vested

 Average Grant
 Date Fair Value
 (000's)

 Average Remaining
 VestingTerm
 (in years)

 Non-Vested at January 31, 2024

 162,855

 $
 5,369

 Granted

 63,407

 2,894

 Forfeited

 -

 -

 Vested

 63,870

 2,073

 Non-Vested at January 31, 2025

 162,392

 $
 6,190

 2023

 Non-Vested

 Average Grant
 Date Fair Value
 (000's)

 Average Remaining
 VestingTerm
 (in years)

 Non-Vested at January 31, 2023

 81,264

 $
 2,320

 Granted

 113,726

 3,945

 Forfeited

 -

 -

 Vested

 32,135

 Non-Vested at January 31, 2024

 162,855

 $
 5,369

 2022

 Non-Vested

 Average Grant
 Date Fair Value
 (000s)

 Average Remaining
 Vesting Term
 (in years)

 Non-Vested at January 31, 2022

 30,167

 $

 Granted

 70,689

 2,032

 Forfeited

 Vested

 19,142

 Non-Vested at January 31, 2023

 81,264

 $
 2,320

 Restricted Stock Units
(RSUs)

 In May 2022, the Company issued
a total of 67,500 RSUs to certain officers. The number of RSUs that would vest was determined based on how the Company's
TSR compared to the TSR of companies that comprise the Russell 2000 Index during the three-year performance period ended December
31, 2024. The number of RSUs eligible to vest ranged from zero percent to two hundred percent, depending on actual performance
during the performance period. At grant date, the fair value of the RSUs was approximately $ 2.7 million based on a Monte-Carlo
simulation model.

 For the years ended January
31, 2025 and 2024, the Company recognized compensation cost of approximately $ 0.9 million and $ 1.1 million, respectively, related
to RSUs. Unrecognized compensation cost related to nonvested RSUs was $ 0 and approximately $ 0.9 million at January 31, 2025 and
2024, respectively.

 The performance period for
these awards ended on December 31, 2024. The calculated payout of the units that vested was 148 %, or 99,900 shares. As the shares
were vested upon completion of the performance period and the shares were issued at the end of February 2025, it was determined
appropriate to include these shares within weighted average shares – basic. The company had no other dilutive shares at January
31, 2025.

 At January 31, 2024, we calculated
the diluted weighted average shares as follows (amounts in thousands):

 Weighted average shares - basic

 17,482

 Dilutive effect of RSUs

 Weighted average shares - diluted

 17,576

 11.

 COMMITMENTS

 At January 31, 2025, One Earth
and NuGen had combined forward purchase contracts for approximately 24.4 million bushels of corn, the principal raw material
for their ethanol plants and they had combined forward purchase contracts for approximately 0.8 million MmBtu of natural gas.

 At January 31, 2025, One Earth
and NuGen had combined sales commitments for approximately 51.2 million gallons of ethanol, 88,000 tons of distillers grains
and 12.0 million pounds of distillers corn oil.

 At January 31, 2025, One Earth
had signed contracts in place for capital projects of approximately $ 9.6 million, primarily related to its carbon capture and sequestration
project and plant expansion.

 At January 31, 2025, One Earth
had a facilities rental agreement with a utility provider that has been executed and is scheduled to commence in early 2025. The
remaining future payments are estimated to be approximately $ 4.7 million over an initial term of ten years. The facility will
service both the One Earth Energy ethanol plant and the planned carbon sequestration compression facility.

 One Earth has entered into
a 10 -year agreement in 2009 with an unrelated party for the use of a portion of that party's natural gas pipeline. A new
 15 -year agreement, with monthly payments of $ 29,250 was effective February 1, 2019. One Earth paid approximately $ 351,000 in fiscal
years 2024, 2023, and 2022 pursuant to the agreement.

 One Earth and NuGen each have
a contract with an unrelated party ("Distillers Grains Marketers") for distillers grains marketing services. Under
the terms of the contracts, the Distillers Grains Marketers will purchase all of One Earth's and NuGen's distillers grains
production during the term of the contracts. The contracts call for One Earth and NuGen to pay a fee per ton of distillers grains
sold for the Distillers Grains Marketers' services. The terms of the agreements are for one year and renew automatically
for additional one-year terms, unless either party sends notice to the other party of its intent to terminate the agreement at
least 90 days prior to the expiration of the then current term of the agreement. One Earth and NuGen combined incurred fees of
approximately $ 1,110,000, $ 1,199,000, and $ 1,159,000 in fiscal years 2024, 2023, and 2022, respectively, for these marketing services.

 Subsequent to the end of fiscal
year 2024, management entered into an agreement at one of the consolidated ethanol subsidiaries to purchase equipment with delivery
commencing in the second quarter of fiscal year 2025 for approximately $ 15.4 million.

 12.
 INCOME TAXES

 The provision for income taxes
for fiscal years 2024, 2023, and 2022 consists of the following (amounts in thousands):

 2024

 2023

 2022

 Federal:

 Current

 $
 4,232

 $
 4,580

 $
 4,485

 Deferred

 13,522

 14,102

 2,925

 Total

 17,754

 18,682

 7,410

 State and Local:

 Current

 2,947

 3,377

 4,167

 Deferred

 ( 2,035
)

 Total

 3,632

 3,878

 2,132

 Provision for income taxes

 $
 21,386

 $
 22,560

 $
 9,542

 The tax effects of significant
temporary differences representing deferred tax assets and liabilities are as follows (amounts in thousands):

 2025

 2024

 Assets:

 General business credit carryforward

 $
 4,151

 $
 12,296

 Accrued liabilities

 State net operating loss carryforward

 Other items

 Valuation allowance

 ( 132
)

 ( 160
)

 Total

 5,125

 13,237

 Liabilities:

 Basis in pass through entities, including depreciation

 ( 7,470
)

 ( 6,334
)

 Other

 ( 1,217
)

 ( 664
)

 Total

 ( 8,687
)

 ( 6,998
)

 Net deferred tax (liability) asset

 $
 ( 3,562
)

 $
 6,239

 The net deferred tax liability
(asset) is reported on the accompanying Consolidated Balance Sheets based on net position by tax jurisdiction, with both federal
positions and state positions recorded as net liabilities within "Deferred taxes" at January 31, 2025. At January 31,
2024, federal positions of approximately $ 7.8 million are recorded as assets on the Consolidated Balance Sheets within "Other
assets" and state positions of $ 1.6 million are recorded as liabilities on the accompanying Consolidated Balance Sheets within
"Deferred taxes".

 The Company has a general business
credit carryforward, net of the impact of uncertain tax positions, of approximately $ 4.2 million and $ 12.3 million at January 31,
2025 and 2024, respectively. The Company can carry these credits forward for up to twenty years. The carryforward periods expire
between fiscal years 2041 and 2042.

 The Company has a valuation
allowance of approximately $ 132,000 and $ 160,000 at January 31, 2025 and 2024, respectively, related to state net operating loss
carryforwards. The Company decreased the valuation allowance by $ 28,000 in fiscal year 2024. These adjustments to the valuation
allowance are a result of estimates of realizing certain future state tax benefits.

 The Company assessed all available
positive and negative evidence to determine whether it expects sufficient future taxable income will be generated to allow for
the realization of existing federal deferred tax assets. There is sufficient objectively verifiable income for management to conclude
that it is more likely than not that the Company will utilize available federal deferred tax assets prior to their expiration.

 During fiscal year 2022, the
Company recognized an income tax benefit for federal and state research and experimentation credits (net of uncertain tax position
expense) of approximately $ 0.4 million. The credits can be used to reduce future income tax liabilities for up to 20 years.

 The Company paid income taxes
of approximately $ 7,895,000, $ 12,730,000, and $ 2,795,000 fiscal years 2024, 2023, and 2022, respectively. The Company did not receive
any refunds in fiscal years 2024, 2023, and 2022.

 Reconciliations of the federal
statutory tax and the Company's income tax expense for fiscal years 2024, 2023, and 2022 are as follows (amounts in thousands):

 2024

 2023

 2022

 Federal income tax at statutory rate

 $
 19,503

 $
 20,682

 $
 9,971

 State and local taxes, net of federal tax benefit

 3,008

 3,299

 1,725

 Research and experimentation credits

 -

 -

 ( 2,542
)

 Nondeductible compensation expense

 2,062

 2,150

 Uncertain tax positions

 ( 98
)

 2,281

 Noncontrolling interest

 ( 3,228
)

 ( 3,650
)

 ( 2,523
)

 Other

 Total

 $
 21,386

 $
 22,560

 $
 9,542

 The Company files a U.S. federal
income tax return and income tax returns in various states. In general, the Company is no longer subject to U.S. federal, state
or local income tax examinations by tax authorities for fiscal years ended January 31, 2014 and prior. The Company is currently
undergoing a federal income tax examination for the years ended January 31, 2015 through January 31, 2022 related to tax credits
claimed on returns during those years.

 The Company applies the provisions
of ASC 740-10-25-5 for uncertain tax positions. As of January 31, 2025, total unrecognized tax benefits were approximately $ 18,880,000,
and accrued penalties and interest were approximately $ 99,000. If the Company were to prevail on all unrecognized tax benefits
recorded, the provision for income taxes would be reduced by approximately $ 18,795,000. In addition, the impact of penalties and
interest would also benefit the effective tax rate. Interest and penalties associated with unrecognized tax benefits are recorded
within income tax expense.

 On a quarterly and annual basis,
the Company accrues for the effects of open uncertain tax positions and the related potential penalties and interest. It is reasonably
possible that the amount of the unrecognized tax benefit with respect to certain unrecognized tax positions will increase or decrease
during the next 12 months; however, the Company does not expect the change to have a material effect on results of operations or
financial position. The Company accounts for uncertainty in income taxes by determining whether it is more likely than not the
position will be sustained on audit, including resolution of any related tax audits. A reconciliation of the beginning and ending
amount of unrecognized tax benefits, including interest and penalties, is as follows (amounts in thousands):

 2024

 2023

 Unrecognized tax benefits, beginning of year

 $
 18,965

 $
 19,088

 Changes for tax positions for prior years

 Changes for tax positions for current year

 ( 6
)

 ( 168
)

 Unrecognized tax benefits, end of year

 $
 18,978

 $
 18,965

 At January 31, 2025 and
2024, the total unrecognized tax benefits were included within the following lines on the accompanying Consolidated Balance
Sheets (amounts in thousands):

 2025

 2024

 Other assets

 $
 -

 $
 16,372

 Refundable income taxes

 2,002

 2,007

 Deferred taxes

 12,037

 -

 Long-term taxes payable

 4,334

 -

 Other long-term liabilities

 Unrecognized tax benefits, end of year

 $
 18,978

 $
 18,965

 13.
 CONTINGENCIES

 The Company is involved in
various legal actions arising in the normal course of business. After taking into consideration legal counsels' evaluation
of such actions, management is of the opinion that their outcome will not have a material effect on the Company's consolidated
financial statements. There were no liabilities recorded at January 31, 2025 as the Company did not believe that there was a probable
and reasonably estimable loss associated with any legal contingencies.

 14.

 RELATED PARTIES

 During fiscal years 2024, 2023,
and 2022, One Earth and NuGen, combined, purchased approximately $ 99.2 million, $ 117.0 million, and $ 135.4 million, respectively,
of corn and other supplies from minority equity investors. The Company had amounts payable to related parties of approximately
$ 1.4 million and $ 5.8 million at January 31, 2025 and 2024, respectively.

 During fiscal year 2024, $ 1.5
million was paid to landowners who are equity investors of One Earth Energy, for land easements related to the carbon sequestration
project.

 During fiscal year 2023 the
Company received approximately $ 22,000 in capital contributions from the minority investor in the refined coal entity. The Company
did not receive capital contributions related to the refined coal entity in fiscal years 2024 and 2022.

 15.

 SEGMENT REPORTING

 The Company has one reportable
segment, ethanol and by-products. Within the ethanol and by-products segment, the Company has equity investments in three ethanol
limited liability companies, two of which are majority ownership interests and are consolidated in the financial statements presented.
Prior period amounts have been reclassified to conform to current segment reporting.

 The Company's chief operating
decision maker is the Executive Committee that includes the Executive Chairman of the Board and The Chief Executive Officer. The
chief operating decision maker uses net income generated from operating segments in determining the allocation of resources and
making assessment of Company performance.

 In applying the criteria set
forth in ASC 280, Segment Reporting, the Company determined that based on the nature of the products and production process and
the expected financial results, the Company's operations at its ethanol plants are aggregated into one reporting segment, each of which is reviewed in the same manner by the CODM. Aggregation into one reporting segment is appropriate based upon the similarity of economic characteristics of the operating segments, including the markets for identical revenue sources and the primary input, corn. The plants in all locations operate in a similar manner to produce ethanol and by-products. The types of customers and how the products are distributed to the customers are similar across each operating entity, consisting of a combination of rail and truck shipments. Finally, the regulatory environment is largely impacted by guidance from the federal level, impacting each operating segment the same.

 The measure of segment assets
is reported on the balance sheet as total consolidated assets.

 Net sales and revenue

 2024

 2023

 2022

 Ethanol and by-products

 $
 1,664,052

 $
 2,213,035

 $
 2,364,406

 ( 1,021,561
)

 ( 1,379,651
)

 ( 1,509,406
)

 Total consolidated net sales and revenue

 $

 $

 $
 855,000

 Cost of sales

 Ethanol and by-products:

 Cost of corn

 $
 1,094,364

 $
 1,542,265

 $
 1,791,876

 Other cost of sales (1)

 361,052

 412,003

 429,822

 ( 904,402
)

 ( 1,219,102
)

 ( 1,415,300
)

 Total cost of sales

 $
 551,014

 $
 735,166

 $
 806,398

 Ethanol and by-products

 $
 208,636

 $
 258,767

 $
 142,708

 ( 117,159
)

 ( 160,549
)

 ( 94,106
)

 Total consolidated gross profit

 $
 91,477

 $
 98,218

 $
 48,602

 Depreciation and amortization expense

 Ethanol and by-products

 $
 49,071

 $
 56,207

 $
 56,993

 ( 27,356
)

 ( 33,168
)

 ( 33,689
)

 Total consolidated depreciation and amortization expense

 $
 21,715

 $
 23,039

 $
 23,304

 Income before taxes

 Ethanol and by-products

 $
 201,650

 $
 253,600

 $
 148,469

 ( 108,778
)

 ( 155,116
)

 ( 100,990
)

 Total consolidated income before income taxes

 92,872

 98,484

 47,479

 Provision for income taxes

 ( 21,386
)

 ( 22,560
)

 ( 9,542
)

 Total consolidated net income

 $
 71,486

 $
 75,924

 $
 37,937

 (1)
 Expenses within "Other cost of sales" consists primarily of depreciation, other raw materials
such as denaturant and chemicals, utilities, repair and maintenance and production labor.

 16.
 SUBSEQUENT EVENTS

 Subsequent to January 31, 2025
the Company repurchased 281,709 shares for approximately $11.9 million through open market transactions. After these repurchases,
a total of 222,510 shares remained available to purchase under existing board authorization.

 On March 25, 2025, the Board
of Directors authorized the repurchase from time to time of up to an additional 1,500,000 shares through open market transactions,
privately negotiated transactions, or transactions by other means in accordance with applicable securities laws.

 * * * * * *

 Report of Independent Registered Public
Accounting Firm

 To the Shareholders and the Board of Directors of REX American
Resources Corporation

 Opinion on the Financial Statements

 We have audited the accompanying consolidated balance sheets
of REX American Resources Corporation and its subsidiaries (the Company) as of January 31, 2025 and 2024, the related consolidated
statements of operations, shareholders' equity and cash flows for each of the two years in the period ended January 31, 2025,
and the related notes to the consolidated financial statements and schedule (collectively, the financial statements). In our opinion,
the financial statements present fairly, in all material respects, the financial position of the Company as of January 31, 2025
and 2024, and the results of its operations and its cash flows for each of the two years in the period ended January 31, 2025,
in conformity with accounting principles generally accepted in the United States of America.

 We have also audited, in accordance with the standards of the
Public Company Accounting Oversight Board (United States) (PCAOB), the Company's internal control over financial
reporting as of January 31, 2025, based on criteria established in Internal Control—Integrated
Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission in 2013, and our report dated
March 28, 2025, expressed an unqualified opinion on the effectiveness of the Company's internal control over financial reporting.

 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 audits. We are
a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance
with U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

 We conducted our audits in accordance with the standards of
the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess
the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond
to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial
statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as
well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis
for our opinion.

 Critical Audit Matter

 The critical audit matter communicated below is a matter arising
from the current period audit of the financial statements that was communicated or required to be communicated to the audit committee
and that: (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially
challenging, subjective or complex judgments. The communication of critical audit matters does not alter in any way our opinion
on the financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing separate
opinions on the critical audit matter or on the accounts or disclosures to which it relates.

 Unrecognized Tax Benefits

 As discussed in Note 12, the
Company accounts for uncertainty in income taxes by determining whether it is more likely than not that the position will be sustained
on audit, including resolution of any related tax audits. The Company has total unrecognized tax benefits of approximately $18,880,000
at January 31, 2025 and is currently undergoing a federal income tax examination for the years ended January 31, 2015 through January
31, 2022.

 Due to the specialized tax
knowledge involved, we identified valuation of the unrecognized tax benefit as a critical audit matter. Performance of our audit
procedures to evaluate management's judgments required a high degree of auditor judgment and the involvement of our tax specialists.

 With the assistance of income
tax specialists, our audit procedures related to the valuation of unrecognized tax benefits included the following, among others:

 We obtained an understanding of the relevant controls related to income
taxes, including those over the evaluation of uncertain tax positions, and we tested such controls for design and operating effectiveness.

 We evaluated management's estimate of the uncertain tax position
by considering industry results of federal income tax examinations under similar circumstances, new information related to tax
law and tax authority settlements.

 We tested the mathematical accuracy of the Company's uncertain
tax position analysis.

 We evaluated the sufficiency of the Company's disclosures related
to the effects of uncertain tax positions in the financial statements.

 /s/ RSM US LLP

 We have served as the Company's auditor since 2023.

 Des Moines, Iowa

 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 To the shareholders and the Board of Directors of REX American
Resources Corporation

 Opinion on the Financial Statements

 We have audited the accompanying consolidated statements of
operations, shareholders' equity, and cash flows for the year ended January 31, 2023, and the related notes and schedule
listed in the Index at Item 15 (collectively referred to as the "financial statements") of REX American Resources,
Inc. and subsidiaries (the "Company"). In our opinion, the financial statements present fairly, in all material respects,
the results of the Company's operations and its cash flows for the year ended January 31, 2023, in conformity with accounting
principles generally accepted in the United States of America

 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. 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 provides a reasonable basis
for our opinion.

 /s/ Deloitte & Touche LLP

 Dayton, Ohio

March 30, 2023 (March 29, 2024 as to the change in the method of accounting for shipping and handling costs described in Note 1
and March 28, 2025 as to Note 16)

 We began serving as the Company's auditor in 2002. In
2023 we became the predecessor auditor.

 Schedule II - VALUATION AND QUALIFYING ACCOUNTS

 FOR THE YEARS ENDED JANUARY 31, 2025, 2024 AND
2023

 (Amounts in thousands)

 Balance
 Beginning
 of Year

 Additions Charged to

 Cost and
 Expenses

 Deductions Charges for

 Which Reserves
 Were Created

 Balance
 End
 of Year

 2025:

 Deferred tax valuation allowance

 $

 $
 -

 $

 $

 2024:

 Deferred tax valuation allowance

 $

 $
 -

 $

 $

 2023:

 Deferred tax valuation allowance

 $

 $
 -

 $

 $

 Item 9.

 Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

 None.

 Item 9A.

 Controls and Procedures

 Evaluation of Disclosure Controls and Procedures

 Our management evaluated, with
the participation of our Chief Executive Officer and Chief Financial Officer, the effectiveness of our disclosure controls and
procedures (as defined in Rules 13a–15(e) and 15d–15(e) under the Securities Exchange Act of 1934) as of the end of
the period covered by this report. Based on that evaluation, our Chief Executive Officer and Chief Financial Officer concluded
that our disclosure controls and procedures are effective at the reasonable assurance level to ensure that information required
to be disclosed by us in the reports that we file or submit under the Securities Exchange Act of 1934 is recorded, processed, summarized
and reported within the time periods specified in the Securities and Exchange Commission's rules and forms. Our officers
concluded that our disclosure controls and procedures are also effective at the reasonable assurance level to ensure that information
required to be disclosed in the reports that we file or submit under the Exchange Act is accumulated and communicated to our management,
including our Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding required disclosure.

 Material Changes to Internal
Control Over Financial Reporting

 There were no changes in our internal
control over financial reporting that occurred during our last fiscal quarter that have materially affected, or are reasonably
likely to materially affect, our internal control over financial reporting.

 Management's Annual Report on Internal
Control Over Financial Reporting

 Our management is responsible for establishing and
maintaining adequate internal control over financial reporting, as defined in Exchange Act Rule 13a-15(f). Our internal control
over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation
of financial statements in accordance with accounting principles generally accepted in the United States of America.

 All internal control systems, no matter how well designed,
have inherent limitations. Therefore, even those systems deemed to be effective can provide only reasonable assurance with respect
to financial statement preparation and presentation.

 Under the supervision and with the participation of
our senior management, including our Chief Executive Officer and Chief Financial Officer, we assessed the effectiveness of our
internal control over financial reporting as of January 31, 2025 based on the Internal Control-Integrated Framework (2013) issued
by the Committee of Sponsoring Organizations of the Treadway Commission ("COSO"). Based upon this assessment, our management
concluded that our internal control over financial reporting was effective as of January 31, 2025 based on those criteria.

 The effectiveness of our internal control over financial
reporting as of January 31, 2025 has been audited by RSM US LLP, an independent registered public accounting firm, as stated in
their report which is included herein.

 /s/ ZAFAR A. RIZVI

Zafar A. Rizvi

 Chief Executive Officer and President

(principal executive officer)

 /s/ DOUGLAS L. BRUGGEMAN

Douglas L. Bruggeman

 Vice President-Finance, Chief Financial Officer and Treasurer

(principal financial and accounting officer)

 Report of Independent Registered Public
Accounting Firm

 To the Shareholders and the Board of Directors of REX American
Resources Corporation

 Opinion on the Internal Control Over Financial Reporting

 We have audited REX American Resources Corporation's (the
Company) internal control over financial reporting as of January 31, 2025, based on criteria established in Internal Control
— Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission in 2013. In our
opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of January 31,
2025, based on criteria established in Internal Control — Integrated Framework issued by the Committee of Sponsoring
Organizations of the Treadway Commission in 2013.

 We have also audited, in accordance with the standards of the
Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated financial statements of the Company and our
report dated March 28, 2025, expressed an unqualified opinion.

 Basis for Opinion

 The Company's management is responsible for maintaining
effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial
reporting in the accompanying Management's Annual Report on Internal Control over Financial Reporting. Our responsibility
is to express an opinion on the Company's internal control over financial reporting based on our audit. We are a public accounting
firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with 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 effective internal
control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal
control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and
operating effectiveness of internal control based on the assessed risk. Our audit also included performing such other procedures
as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.

 Definition and Limitations of Internal Control Over Financial
Reporting

 A company's 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. A company's internal control over financial
reporting includes those policies and procedures that: (1) pertain to the maintenance of records that, in reasonable detail, accurately
and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions
are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles,
and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors
of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use
or disposition of the company's assets that could have a material effect on the financial statements.

 Because of its inherent limitations, internal control over financial
reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject
to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies
or procedures may deteriorate.

 /s/ RSM US LLP

Des Moines, Iowa

 Item 9B.

 Other Information

 None.

 Item 9C.

 Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

 Not applicable.

 Item 10.

 Directors, Executive Officers and Corporate Governance

 The information required by this Item 10
is incorporated herein by reference to the Proxy Statement for our Annual Meeting of Shareholders on June 4, 2025, except for certain
information concerning our executive officers which is set forth in Part I of this report.

 Item 11.

 Executive Compensation

 The information required by this Item 11
is set forth in the Proxy Statement for our Annual Meeting of Shareholders on June 4, 2025 and is incorporated herein by reference.

 Item 12.

 Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

 The information required by this Item 12
is set forth in the Proxy Statement for our Annual Meeting of Shareholders on June 4, 2025 and is incorporated herein by reference.

 Item 13.

 Certain Relationships and Related Transactions and Director Independence

 The information required by this Item 13
is set forth in the Proxy Statement for our Annual Meeting of Shareholders on June 4, 2025 and is incorporated herein by reference.

 Item 14.

 Principal Accountant Fees and Services

 The information required by this Item 14 is set forth in the
Proxy Statement for our Annual Meeting of Shareholders on June 4, 2025 and is incorporated herein by reference.

 Item 15.

 Exhibits and Financial Statement Schedules

 (a)(1)
 Financial Statements

 The following consolidated financial statements
of REX American Resources Corporation and subsidiaries are filed as a part of this report at Item 8 hereof.

 Consolidated Balance Sheets as
of January 31, 2025 and 2024

 Consolidated Statements of Operations
for the years ended January 31, 2025, 2024, and 2023

 Consolidated Statements of Cash
Flows for the years ended January 31, 2025, 2024, and 2023

 Consolidated Statements of Shareholders'
Equity for the years ended January 31, 2025, 2024, and 2023

 Notes to Consolidated Financial
Statements

 Reports of Independent Registered
Public Accounting Firm-RSM US LLP (PCAOB ID No. 49)

 Report of Independent Registered
Public Accounting Firm-Deloitte & Touche LLP (PCAOB ID No. 34)

 (a)(2)(i) Financial Statement
Schedules

 The following financial statement
schedules are filed as a part of this report at Item 8 hereof.

 Schedule II -Valuation
and Qualifying Accounts

 All other schedules are omitted because
they are not applicable or not required, or because the required information is included in the consolidated financial statements
or notes thereto.

 (a)(3) Exhibits

 EXHIBIT INDEX

 (3)(i)

 Articles of Incorporation:

 3(i)

 Certificate of Incorporation, as amended (incorporated by reference to Exhibit 3(a) to Form 10-Q for quarter ended July 31, 2010, File No. 001-09097)

 (3)(ii)

 Bylaws:

 3(ii)

 By-Laws, as amended (incorporated by reference to Exhibit 3(ii) to Form 8-K filed August 7, 2024, File No. 001-09097)

 (4)

 Instruments defining the rights of securities holders, including indentures:

 4(a)

 Description of Securities Registered Under Section 12 of the Exchange Act (incorporated by reference to Exhibit 4(a) to Form 10-K filed April 1, 2020, File No. 001-09097)

 (10)

 Material contracts:

 10(a)*

 Employment Agreement dated May 24, 2022 between Rex Radio and Television, Inc. (a subsidiary of the Company) and Zafar A. Rizvi (incorporated by reference to Exhibit 10.1 to Form 8-K filed May 27, 2022, File No. 001-09097)

 10(b)*

 Employment Agreement dated May 24, 2022 between Rex Radio and Television, Inc. (a subsidiary of the Company) and Douglas L. Bruggeman (incorporated by reference to Exhibit 10.2 to Form 8-K filed May 27, 2022, File No. 001-09097)

 10(c)*

 Employment Agreement dated May 24, 2022 between Rex Radio and Television, Inc. (a subsidiary of the Company) and Stuart A. Rose (incorporated by reference to Exhibit 10.3 to Form 8-K filed May 27, 2022, File No. 001-09097)

 10(d)*

 2015 Incentive Plan (incorporated by reference to Exhibit 10(d) to Form 8-K filed June 8, 2015, File No. 001-09097)

 10(e)*

 Form of Restricted Stock Award Agreement under the REX American Resources 2015 Incentive Plan (incorporated by reference to Exhibit 10.1 to Form 8-K filed June 22, 2022, File No. 001-09097)

 10(f)

 Consulting Services Agreement, effective as of August 1, 2024, between One Earth Sequestration LLC and Highstake 35 LLC dba Mercury Public Affairs (incorporated by reference to Exhibit 4 to Form 10-Q filed December 5, 2024, File No. 001-09097)

 10(g)

 Amendment No. 1 to Consulting Services Agreement, effective as of January 1, 2025, between One Earth Sequestration LLC and Highstake 35 LLC dba Mercury Public Affairs

 (19)

 Insider trading policies and procedures:

 REX American Resources Corporation Revised Insider Trading Policy

 (21)

 Subsidiaries of the registrant:

 Subsidiaries of registrant

 (23)

 Consents of experts and counsel:

 23(a)

 Consent of RSM US LLP, Independent Registered Public Accounting Firm

 23(b)

 Consent of Deloitte & Touche LLP, Independent Registered Public Accounting Firm

 (31)

 Rule 13a-14(a)/15d-14(a) Certifications:

 Certifications

 (32)

 Section 1350 Certifications:

 Certifications

 (97)

 Policy relating to erroneously awarded compensation:

 REX American Resources Corporation Compensation Recovery Policy (incorporated by reference to Exhibit 97.1 to Form 10-K filed March 29, 2024, File No. 001-09097)

 (101)

 Interactive Data File:

 The cover page from REX American Resources Corporation on Form 10-K for the year ended January 31, 2025

 Copies of the Exhibits not filed herewith may be obtained by writing to Edward M. Kress, Secretary, REX American Resources Corporation, 7720 Paragon Road, Dayton, Ohio 45459

 Those exhibits marked with an asterisk (*) above are management
contracts or compensatory plans or arrangements for directors or executive officers of the registrant.

 Item 16.

 Form 10-K Summary

 None.

 SIGNATURES

 Pursuant to the requirements of Section
13 or 15(d) 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.

 REX AMERICAN RESOURCES CORPORATION

 By: /s/ ZAFAR A. RIZVI

 Zafar A. Rizvi

 Chief Executive Officer and President

 Date: March 28, 2025

 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
and on the dates indicated.

 Signature

 Capacity

 Date

 /s/ STUART A. ROSE

Stuart A. Rose

 Executive Chairman of the Board

 /s/ ZAFAR A. RIZVI

Zafar A. Rizvi

 Chief Executive Officer, President and Director (principal executive officer)

 /s/ DOUGLAS L. BRUGGEMAN

Douglas L. Bruggeman

 Vice President-Finance, Chief Financial Officer and Treasurer (principal financial and accounting officer)

 /s/ EDWARD M. KRESS

Edward M. Kress

 /s/ CHARLES A. ELCAN

Charles A. Elcan

 /s/ DAVID S. HARRIS

David S. Harris

 /s/ MERVYN L. ALPHONSO

Mervyn L. Alphonso

 /s/ LEE I. FISHER

Lee I. Fisher

 /s/ ANNE C. MACMILLAN

Anne C. MacMillan

 /s/ CHERYL L. BUSTOS

Cheryl L. Bustos

 Forward purchase contracts assets are included in "Prepaid expenses and other" on the accompanying Consolidated Balance Sheets. These contracts are for purchases of approximately 16.8 million and 9.3 million bushels of corn at January 31, 2025 and 2024, respectively.
Forward purchase contracts liabilities are included in "Accrued expenses and other current liabilities" on the accompanying Consolidated Balance Sheets. These contracts are for purchases of approximately 7.6 million and 8.2 million bushels of corn at January 31, 2025 and 2024, respectively.

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