Benson Hill, Inc. (Form: 8-K, Received: 03/25/2025 16:48:41)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

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

Date of Report (Date of earliest event reported): March 19, 2025

BENSON HILL, INC.

(Exact name of registrant as specified in its charter)

Delaware

001-39835

85-3374823

(State or other jurisdiction of incorporation)

(Commission File Number)

(IRS Employer Identification No.)

1200 Research Boulevard

St. Louis, Missouri 63132

(Address of principal executive offices)

(314) 222-8218

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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

Title of each class

Trading Symbol(s)

Name of exchange on which registered

Common stock, $0.0001 par value

BHIL

The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company x

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


Item 1.01			Entry into a Material Definitive Agreement.

The information set forth below under Item 1.03 of this Current Report on Form 8-K (“Form 8-K”) regarding the DIP Term Sheet (as defined below) is incorporated herein by reference.


Item 1.03			Bankruptcy or Receivership.

Chapter 11 Filing

On March 20, 2025, Benson Hill, Inc. (the “Company”) and its wholly-owned subsidiaries Benson Hill Fresh, LLC, Benson Hill Holdings, Inc., Benson Hill Seeds Holdings, Inc., Benson Hill Seeds, Inc., BHB Holdings, LLC, Benson Hill ND OldCo, Inc., DDB Holdings, Inc., and J&J Southern Farms, Inc. (together with the Company, the “Debtors”), filed voluntary petitions for relief under chapter 11 of title 11 (“Chapter 11”) of the United States Code (the “Bankruptcy Code”) in the U.S. Bankruptcy Court for the District of Delaware (the “Bankruptcy Court”). The Chapter 11 proceedings are being jointly administered under the caption In re Benson Hill, Inc., et al. (25-10539) (the “Chapter 11 Cases”). The Debtors continue to operate their businesses as “debtors-in-possession” under the jurisdiction of the Bankruptcy Court and in accordance with the applicable provisions of the Bankruptcy Code and orders of the Bankruptcy Court.

The Debtors sought approval of a variety of “first day” motions containing customary relief intended to assure the Debtors’ ability to continue its ordinary course operations on an uninterrupted basis, and a hearing on the first-day motions was held on March 21, 2025.

Orders granting all of the requested “first day” relief were entered on March 21, 2025, and, as to the first and second orders identified below, March 24, 2025. Included among the approved orders were:

(1)an order approving debtor-in-possession financing on an interim basis [Dkt. 49] (the “Interim DIP Order”);

(2)an order allowing the Debtors to pay certain claims of trade creditors [Dkt. 48];

(3)an order authorizing the joint administration of the Chapter 11 Cases for procedural purposes only [Dkt. 34];

(4)an order authorizing the Debtors to redact certain personally identifiable information and modifying certain notice requirements related to equity security holders [Dkt. 35];

(5)an order authorizing the Debtors to pay prepetition employee wages and maintain and continue employee benefit programs [Dkt. 36];

(6)an order permitting the Debtors to pay certain prepetition taxes and fees [Dkt. 37];

(7)an order allowing the Debtor to continue to use its existing bank accounts and cash management system [Dkt. 38];

(8)an order prohibiting utility companies from altering or discontinuing utility services and deeming utility companies adequately assured [Dkt. 39];

(9)an order authorizing the Debtors to maintain their insurance coverage and surety bond program [Dkt. 40]; and

(10)an order approving Stretto, Inc. (“Stretto”) as claim and noticing agent [Dkt. 45].

DIP Term Sheet

On March 19, 2025, the Debtors entered into a DIP Facility Commitment Term Sheet (the “DIP Term Sheet”) with S2G Investments, LLC, Expedition Ag Holdings, LLC, Steve Kahn and ProAgInvest, LLC (collectively, the “DIP Lenders”). Pursuant to the DIP Term Sheet, the DIP Lenders will provide the Debtors with a multiple draw, secured term loan facility in the aggregate principal amount of up to $11.0 million (the “DIP Facility”). The obligations under the DIP Facility will be treated as superpriority administrative claims under section 364(c)(1) of the Bankruptcy Code and will be secured by a first-priority lien on all of the Debtors’ assets, subject to specified permitted liens and a carve-out for professional and administrative fees and expenses associated with the Chapter 11 Cases. Of the aggregate $11.0 million, up to $3.0 million was made available to the Debtors upon entry of the Interim DIP Order. The remainder will be made available to the Debtors upon entry of an order of the Bankruptcy Court approving the DIP Facility on a final basis. The advances under the DIP Facility will be bear interest at a rate of 15.00% per annum, payable in kind.

Borrowings under the DIP Facility are subject to an agreed upon budget and the satisfaction of specified milestones and will be used for (i) costs and fees related to conducting a sale process and transaction under section 363 (“Section 363 Transaction”) of the Bankruptcy Code, and (ii) the Company’s going-concern operating costs through consummation of the Section 363 Transaction. The DIP Term Sheet provides that the DIP Lenders will be granted the right of first refusal to act as a stalking horse bidder and authorized to credit bid the full amount of outstanding obligations under the DIP Facility for the purchase of substantially all of the Company’s assets through the Section 363 Transaction.

This description of the DIP Term Sheet is qualified in its entirety by reference to the full text of the DIP Term Sheet, a copy of which is attached to this Form 8-K as Exhibit 10.1 and is incorporated herein by reference.


Item 2.03			Creation of a Direct Financial Obligation or an Obligation Under an Off-Balance Sheet Arrangement of a Registrant.

The information set forth above under Item 1.03 of this Form 8-K regarding the DIP Facility is incorporated herein by reference.


Item 2.05			Costs Associated With Exit or Disposal Activities.

In connection with the Chapter 11 Cases, the Company has terminated, and may continue to terminate, certain employees as a means of cost reduction. As disclosed below under

Item 5.02, the Company has terminated the employment of three of its executive officers. The Company also has initiated other reductions in force, and will continue to assess whether additional employee terminations are advisable. At this time, the Company expects that the aggregate costs related to such terminations will be approximately $1.7 million.


Item 2.06			Material Impairments.

There is significant uncertainty regarding the Company’s ability to realize value for certain of its assets. This uncertainty will result in the Company reducing the useful life of its assets, impairments and reserves and other charges to adjust the carrying value of a significant proportion of its assets. Until such time as the Company completes its accounting procedures for the applicable periods, the amount of the impairments, reserves, charges and any other adjustments cannot be determined, though such aggregate amount is likely to be significant. Any estimate of the carrying value of the Company’s assets may be materially different from what it may be able to realize, if at all, through the sale process conducted as part of the Chapter 11 Cases.


Item 3.01			Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

On March 20, 2025, the Company was notified by the Listing Qualifications Department of The Nasdaq Stock Market LLC (“Nasdaq”) that Nasdaq had determined to delist the Company’s common stock, par value $0.0001 per share (the “Common Stock”). Nasdaq reached its decision pursuant to Nasdaq Listing Rules 5101 5110(b), and IM-5101-1, as a result of the Company’s Chapter 11 filing. The Company does not intend to appeal this determination.

Trading of the Company’s Common Stock will be suspended at the opening of business on March 27, 2025, and a Form 25-NSE will be filed with the Securities and Exchange Commission, which will remove the Company’s Common Stock from listing and registration on Nasdaq.


Item 5.02			Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Effective March 19, 2025, immediately following a meeting of the Board of Directors of the Company on the same day (the “March 19 Board Meeting”), the employment of each of Adrienne “Deanie” Elsner, Chief Executive Officer, Susan Keefe, Chief Financial Officer, and Jason Bull, Chief Technology Officer, was terminated without cause.

Effective March 19, 2025, immediately following the March 19 Board Meeting, the Company appointed Daniel Cosgrove, previously Chief Administrative Officer and General Counsel, to serve as the Company’s interim Chief Executive Officer, General Counsel and Secretary of the Company. Mr. Cosgrove and the Company entered into an Interim Executive Employment Agreement (the “Employment Agreement”), dated as of March 19, 2025, related to

Mr. Cosgrove’s position as Interim Chief Executive Officer. The Employment Agreement will remain in effect until the Company’s exit from bankruptcy and the appointment of a permanent Chief Executive Officer, subject to earlier termination as set forth therein. Under the Employment Agreement, the Company will pay Mr. Cosgrove an annual base salary of $500,000, and he will be entitled to continue to participate in the Company’s employee benefit plans, practices and programs. This description of the Employment Agreement is qualified in its entirety by reference to the full text of the Employment Agreement, a copy of which is attached to this Form 8-K as Exhibit 10.2 and is incorporated herein by reference.

The Board of Directors of the Company has approved a Key Employee Incentive Plan (the “KEIP”), designed to provide incentive payments to certain employees of the Company to encourage the achievement of certain milestones in anticipation of, and during, the Chapter 11 Cases. Pursuant to the KEIP, prior to their terminations as described above, Ms. Elsner, Ms. Keefe and Mr. Bull received payments of $140,000, $80,000 and $60,000, respectively, under the KEIP as a result of the Company having obtained the commitments of the DIP Lenders under the DIP Term Sheet. As a result of their terminations, Ms. Elsner, Ms. Keefe and Mr. Bull are not eligible to receive any further payments under the KEIP. Mr. Cosgrove is eligible to receive up to an aggregate of $140,000 in payments under the KEIP, subject to the achievement of specified milestones and Bankruptcy Court approval. This description of the KEIP is qualified in its entirety by reference to the full text of the KEIP, a copy of which is attached to this Form 8-K as Exhibit 10.3 and is incorporated herein by reference.


Item 7.01			Regulation FD Disclosure.

Press Release

On March 20, 2025, the Company issued a press release announcing the filing of the Chapter 11 Petitions, and on March 25, 2025, the Company issued a press release announcing the orders granting the “first day” relief. Copies of the press releases are attached hereto as Exhibit 99.1 and Exhibit 99.2, respectively, and are incorporated herein by reference.

Additional Information on the Chapter 11 Cases

Court filings and information about the Chapter 11 Cases can be found at a website maintained by the Debtors’ claims agent Stretto at https://cases.stretto.com/bensonhill. The documents and other information available via this website or elsewhere are not part of this Form 8-K and shall not be deemed incorporated herein.

The information in this Item 7.01 of this Form 8-K and in Exhibits 99.1 and 99.2 attached hereto shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall such information be deemed incorporated by reference in any filing made by the Company under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, except as set forth by specific reference in such a filing.

Cautionary Note Regarding Trading in Company Securities

The Company cautions that trading in its securities during the pendency of the Chapter 11 Cases is highly speculative and poses substantial risks. Trading prices for the Company’s securities may bear little or no relationship to the actual recovery, if any, by holders of the Company’s securities in the Chapter 11 Cases. In particular, the Company expects that its security holders could experience a significant or complete loss on their investment, depending on the outcome of the Chapter 11 Cases.

Forward-Looking Statements

This Form 8-K contains certain “forward-looking statements” within the meaning of Section 27A of the Securities Act, and Section 21E of the Securities Exchange Act of 1934, as amended. Forward-looking statements are based upon assumptions made by the Company as of the date hereof and are subject to risks, uncertainties, and other factors that could cause actual results to differ materially from those expressed or implied by such forward-looking statements. Among those risks, uncertainties and other factors are: (i) the Company’s ability to obtain Bankruptcy Court approval with respect to motions or other requests made to the Bankruptcy Court in the Chapter 11 process, including maintaining strategic control as a debtor-in-possession; (ii) the ability of the Company to negotiate and consummate a sale transaction; (iii) the effects of the Chapter 11 filing on the Company and on the interests of various constituents, including holders of the Company’s common stock; (iv) Bankruptcy Court rulings in the Chapter 11 process in general; (v) the length of time that the Company will operate under Chapter 11 protection and the continued availability of operating capital during the pendency of the proceedings; (vi) risks associated with third party motions in the Chapter 11 process, which may interfere with the Company’s ability to negotiate and consummate a sale transaction; (vii) the potential adverse effects of the Chapter 11 proceedings on the Company’s liquidity or results of operations; (viii) increased advisory costs during the pendency of the proceedings; (ix) the impact of the Nasdaq delisting on the price and trading market of the Company’s common stock; and (x) other factors disclosed by the Company from time to time in its filings with the Securities and Exchange Commission, including those set forth in the sections entitled “Risk Factors” and “Cautionary Note Regarding Forward-Looking Statements” in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023 and its Quarterly Reports, which are available on the SEC’s website at www.sec.gov. There may be additional risks about which the Company is presently unaware or that the Company currently believes are immaterial that could also cause actual results to differ from those contained in the forward-looking statements. The reader should not place undue reliance on forward-looking statements, which speak only as of the date they are made. The Company expressly disclaims any duty to update these forward-looking statements, whether as a result of new information, future events or otherwise, except as otherwise required by law.


Item 9.01			Financial Statements and Exhibits.

(d) Exhibits.


Exhibit No.						Description
10.1						DIP Facility Commitment Term Sheet, dated March 19, 2025, by and between the Debtors and the DIP Lenders
10.2						Employment Agreement, dated as of March 19, 2025, by and between Daniel Cosgrove and Benson Hill, Inc.
10.3						Key Employee Incentive Plan
99.1						Press Release issued March 20, 2025
99.2						Press Release issued March 25, 2025
104						Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

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


BENSON HILL, INC.

By:			/s/ Daniel Cosgrove
			Name: Daniel Cosgrove
			Title: Interim Chief Executive Officer

Date: March 25, 2025

Exhibit 10.1

DIP FACILITY COMMITMENT TERM SHEET

March 19, 2025

This term sheet (the “DIP Term Sheet”) describes the principal terms and conditions of a debtor-in-possession loan (the “DIP Facility”) to be made available to Benson Hill, Inc. and its affiliated entities (collectively, the “Company” or “Debtors”) as a secured first-priority debtor in possession financing. The DIP Facility would be used for (i) costs and fees related to a sale process and transaction under section 363 (“Section 363 Transaction”) of chapter 11 of title 11 of the United States Code, 11 U.S.C. §§ 101–1532 (the “Bankruptcy Code”) and (ii) the Company’s going-concern operating costs through c of the Section 363 Transaction. This DIP Term Sheet shall be binding upon (i) due execution by the parties hereto and (ii), as to the interim DIP Facility funding amount, entry of an order by the United States Bankruptcy Court for the District of Delaware (the “Bankruptcy Court”) approving the terms of the DIP Facility on an interim basis, with the DIP Term Sheet to be annexed thereto as an exhibit (the “Interim DIP Order”), and (iii), as to the final DIP Facility funding amount, entry of an order by the Bankruptcy Court approving the DIP Facility on a final basis, with the DIP Term Sheet annexed thereto as an exhibit (the “Final DIP Order” and, together with the Interim DIP Order, the “DIP Orders”), each in form and substance reasonably acceptable to the DIP Lenders set forth below.

The DIP Lenders set forth below are prepared to provide a commitment to the Debtors for a DIP Facility subject to the terms and conditions described below.

Page 1 of 11


DIP Lenders			•S2G Investments, LLC (“S2G”); •Expedition Ag Holdings, LLC (“Expedition”); •Steve Kahn (“Kahn”); and •ProAgInvest, LLC (“ProAgInvest” and, collectively, the “DIP Lenders”)
Borrower			The Debtors in their capacity as “debtors in possession” in chapter 11 proceedings. The Debtors shall be jointly and severally liable for their obligations under the DIP Facility.
Facility			An $11 million secured term loan facility (the “Total Commitment”) secured by a first-priority lien on all of the assets of the Debtors’ chapter 11 estates pursuant to section 364(c) or (d) (as applicable) Bankruptcy Code, which shall be provided by the DIP Lenders in up to the following amounts, subject to customary draw request conditions: •S2G: $2.5 million •Expedition: $7.5 million •Kahn: $500,000 •ProAgInvest: $500,000 The obligations of the DIP Lenders to advance funds are several and not joint and several.
Transaction Structure			A sale process and transaction under section 363 the Bankruptcy Code (“Section 363 Transaction”).
Credit Bidding			DIP Lenders shall have the right to “credit bid” the DIP Facility in the Section 363 Transaction.
Right of First Refusal			Lenders will be granted the right of first refusal to act as a stalking horse bidder for the purchase of substantially all of the Company’s assets through the Section 363 Transaction (the “Stalking Horse”).

Page 2 of 11


Inter-DIP Lender Agreement			•Upon the approval by the Bankruptcy Court of the sale of the Company’s assets to the DIP Lenders via credit bid and closing of the Section 363 Transaction (the “Closing”), then the DIP Lenders shall convert their respective portion of the DIP Facility, except for the Optional Cash Out described below, into a proportionate equity of a new entity to be vested with the acquired assets of the Company (“NewCo”). •Each of the DIP Lenders may exercise an option to cash out and not convert their portion of the DIP Facility into equity in NewCo up to an aggregate of $4 million (the “Optional Cash Out"). In the event that more than $4 million of DIP Lenders in the DIP Facility elects the Optional Cash Out, the Optional Cash Out will be paid out pro rata to the DIP Lenders exercising the Optional Cash Out with the remaining portions of the DIP Facility to be converted into equity in NewCo. •DIP Lenders whose portion of the DIP Facility is converted into equity of NewCo shall be provided with equity in a proportion equal to twice the amount of the DIP Facility contribution. •In an Event of Default (as defined herein), no DIP Lender may foreclose upon the Collateral unless 75% (based on amounts individually lent by the DIP Lenders and currently outstanding) of the DIP Lenders consent to such foreclosure. •Other than in a foreclosure and extension of the maturity of the DIP Facility, actions requiring the approval of the DIP Lenders shall require consent from a majority of the DIP Lenders (based on amounts individually lent by the DIP Lenders and currently outstanding). •Expedition shall be entitled to appoint two directors to the board of directors of NewCo. •Kim Hurst will be the CEO of NewCo and have a board of director’s seat. •NewCo’s board shall consist of five directors.
Funding			The DIP Facility shall be made available to the Debtors as a debtor-in-possession multiple draw loan facility, as follows: •Subject to the entry by the Bankruptcy Court of the Interim DIP Order approving the DIP Facility on an interim basis, in form and substance acceptable to the DIP Lenders, and satisfaction by the Debtors of the conditions precedent set forth in the “Conditions Precedent to Initial Funding” section below, the DIP Lenders shall make $3 million immediately available to the Debtors on an interim basis (the “Initial Funding”). •Upon the entry of the Final DIP Order in form and substance reasonably satisfactory to the DIP Lenders in their sole discretion, the DIP Lenders shall make available to the Debtors the remainder of the Total Commitment, subject to the terms of the Final DIP Order, the Approved Budget (defined below), and further documentation of the DIP Facility.
Use of Proceeds & Draws			Subject to the above, weekly draws up to the amounts set forth in the Approved Budget.
Interest			15.0% per annum, paid in kind. If an Event of Default occurs and is continuing the interest rate shall be 20% per annum.

Page 3 of 11


Chapter 11 Milestones			The Company shall meet the following milestones (collectively, the “Chapter 11 Milestones”), which dates may be extended with the consent of the DIP Lenders: Chapter 11 Petitions Filed: March 20, 2025 (the “Petition Date”). Motion to Reject EDGE Lease: Petition Date. First Day Hearing: Petition Date plus 4 business days. Interim Approval of DIP Facility: Petition Date plus 5 business days. Final Approval of DIP Facility: Petition Date plus 30 days. Bid/Sale Procedures Motion Hearing: Petition Date plus 24 days. Bid Procedures Order: Petition Date plus 25 days. Order Rejecting EDGE Lease: Petition Date plus 30 days. Bid Deadline: Petition Date plus 58 days. Auction Date: Petition Date plus 60 days. Final Sale Approval: Petition Date plus 68 days. Transaction Consummation: Petition Date plus 75 days.
Lenders Fees and Expenses			DIP Lenders’ reasonable fees and expenses, including attorney fees (the “Lender Fees”), provided that the DIP Lenders shall provide the Debtors 2 business days prior to the Bid Deadline with a report of fees incurred through the Bid Deadline. In the event that the Bankruptcy Court enters an order approving the Section 363 Transaction to an entity or entities other than the DIP Lenders or their designee (an “Alternative Transaction”), the Lender Fees shall be payable from cash proceeds upon the closing of such Alternative Transaction.
Approved Budget			The initial 12-week cashflow budget substantially in the form attached hereto as Exhibit A, which has been approved by the DIP Lenders, (the “Approved Budget”) and thereafter: •Company to provide a weekly “actual to budget” reconciliation (“Weekly Variance Report”), which shall reflect weekly expenditures that are not more than 10% over budget for any line item nor more than 15% over budget in the aggregate; •Every 4 weeks thereafter, provide an updated cashflow projection of the next 13-weeks, on a rolling basis, which shall be subject to approval of the DIP Lenders and which approval, after an opportunity for discussion with Company, shall not be unreasonably withheld; and •Upon approval by the DIP Lenders, the revised cashflow projections for the following 13-week period shall be replaced in its entirety and shall be the Approved Budget thereafter.

Page 4 of 11


Conditions Precedent to Initial Funding			Conditions precedent to the Initial Funding of the DIP Facility shall include: •Filing of chapter 11 petitions for the Debtors (the “Chapter 11 Cases”), •Approval by the Bankruptcy Court of the Interim DIP Order approving the DIP Facility in form and substance reasonably acceptable to the DIP Lenders, and •Execution of this DIP Term Sheet; provided that the obligation to provide additional funding beyond the Initial Funding will require execution of definitive loan documentation (the “Loan Documents”) and Final DIP Order acceptable to each DIP Lender.
Optional Prepayments and Commitment Reductions:			There shall be no early repayment or prepayment of the DIP Facility prior to the Maturity Date, nor any voluntary reductions of the Total Commitment.
Stalking Horse Requirements			To the extent that the DIP Lenders do not elect to act as the Stalking Horse, the Company shall not be foreclosed from accepting another Stalking Horse bid and the DIP Lenders shall have the continued right to credit bid the DIP Facility in any auction. To be acceptable, any Stalking Horse bid must provide a reasonable offer representing the highest and best bid received by the Company at the time the Stalking Horse bid is provided, which bid shall be subject to the approval of the Bankruptcy Court in any bid procedures approved by the Bankruptcy Court and shall include funding for repayment of the DIP Facility and allowed closing costs.
Affirmative Covenants			During the time that any obligations are outstanding under the DIP Facility, the Company shall: •Financial Reports: Provide weekly financial reporting required by the Approved Budget procedures and such other financial reports and information as reasonably requested by the DIP Lenders relating to the assets, liabilities, and financial condition of the Company and participate in weekly calls as requested by the DIP Lenders. •Pleadings – deliver to the Lender(s) all material pleadings, motions, applications, judicial or financial information, and other documents when filed by or on behalf of the Debtor[s] with the Bankruptcy Court; provided that any such pleadings that are (a) requests for relief under sections 363 or 365 of the Bankruptcy Code or (b) directly related to the DIP Facility, bidding procedures, or any plan of reorganization or plan of liquidation, or any disclosure statement related thereto, shall be delivered no less than two (2) business days in advance of the filing thereof to the extent reasonably practicable.

Page 5 of 11


Negative Covenants			Unless and until the DIP Facility is fully paid and terminated, Company shall not: •Make payments or distributions outside of the Approved Budget without the DIP Lenders’ consent; •Support or file a reorganization plan or transaction not approved by the DIP Lenders (note that the proposed auction process will invite other bids); and •Enter into material contracts without the DIP Lenders’ consent.
Carve-Out:			The relative priority of all amounts owed under the DIP Facility will be subject only to a carve-out for the following (collectively, the “Carve Out”): (i) the costs and administrative expenses permitted to be incurred by any Chapter 7 trustee under Section 726(b) of the Bankruptcy Code pursuant to an order of the Bankruptcy Court following any conversion of the Chapter 11 Cases pursuant to section 1112 of the Bankruptcy Code in an amount not to exceed US$25,000; (ii) up to the amounts set forth in the respective Budget line items, to the extent allowed by the Bankruptcy Court, for all unpaid fees and expenses (the “Allowed Professional Fees”) incurred by persons or firms retained by the Debtors pursuant to section 327, 328, or 363 of the Bankruptcy Code (the “Debtor Professionals”) or by any official committee appointed in the Chapter 11 Cases (a “Committee”) (the “Committee Professionals” and, together with the Debtor Professionals, the “Professionals”) at any time on or before one business day following delivery by the DIP Lender of a Carve-Out Trigger Notice (as defined below), whether allowed by the Bankruptcy Court prior to or after delivery of a Carve-Out Trigger Notice; (iii) Allowed Professional Fees of the Debtor Professionals in an aggregate amount not to exceed $200,000 and Allowed Professional Fees of the Committee Professionals in an aggregate amount not to exceed $25,000 incurred after delivery by the DIP Lenders of a Carve-Out Trigger Notice, to the extent allowed by the Bankruptcy Court (the amounts set forth in this clause (iii) being, collectively, the “Post Carve-Out Trigger Notice Cap”); and (iv) the payment of fees pursuant to 28 U.S.C. § 1930. For purposes of this DIP Term Sheet, “Carve-Out Trigger Notice” shall mean a written notice delivered by email by the DIP Lenders to counsel to the Debtors, the U.S. Trustee, and counsel to any Committee, which notice may be delivered following the occurrence and during the continuation of an Event of Default (as defined herein), stating that the Post Carve-Out Trigger Notice Cap has been invoked. Nothing herein shall be construed as impairing the ability of any party to object to any fees and expenses of a professional in the Chapter 11 Cases.

Page 6 of 11


Professional Fee Escrow:			Prior to the delivery of a Carve-Out Trigger Notice, the Debtors shall wire transfer funds, on a weekly basis, to an escrow account established for the benefit of the Professionals (to the extent of such funds actually deposited, the “Professional Fee Escrow”) in the amount equal to, but not to exceed, the professional fees and costs set forth in the Budget for the Professionals for each such week. From such funds held in the Professional Fee Escrow, the escrow agent shall release to the Professionals such amounts as are payable pursuant to an applicable order of the Bankruptcy Court, including an order approving interim compensation procedures in the chapter 11 cases and any order granting interim or final fee applications for Professionals (each, a “Fee Order”). Funds held in the Professional Fee Escrow shall be applied to Allowed Professional Fees that have been incurred following the Petition Date in accordance with the procedures established in the chapter 11 cases (the “Interim Fee Procedures”). Payments and reimbursements made to a Professional prior to delivery of the Carve-Out Trigger Notice shall reduce the amounts available to such Professional under section (ii) of the Carve-Out, and neither the Professional Fee Escrow nor payments therefrom shall in any way increase the Carve-Out. All amounts payable to Professionals pursuant to an order of the Bankruptcy Court shall be paid first from funds remaining in the Professional Fee Escrow, if any, and, upon exhaustion thereof, from the Carve-Out as such fees are payable pursuant to the Interim Fee Procedures. For the avoidance of doubt the DIP Liens, shall attach to any excess funds in the Professional Fee Escrow after satisfaction of the Carve-Out in respect of Allowed Professional Fees, and such funds shall be used to satisfy outstanding DIP Facility amounts.

Page 7 of 11


Events of Default			(a) Failure of Security Interest: If any lien created under the Interim DIP Order or the Final DIP Order, as applicable, or any other security document shall cease to be, or shall be asserted by any Debtor not to be, a valid and perfected lien, with the priority required by the applicable security document, Interim DIP Order, or Final DIP Order; or if any other lien or interest is provided “superpriority” status without consent of the DIP Lenders; (b) Dismissal of Cases; Appointment of Trustee: The Chapter 11 Cases shall be dismissed or converted to cases under Chapter 7 of the Bankruptcy Code or if the Company files a motion or other pleading seeking the dismissal of the Chapter 11 Cases or appointment of a trustee under Chapter 7 or Chapter 11 of the Bankruptcy Code that is not dismissed or overruled within 30 days, unless otherwise with consent of the DIP Lenders; (c) Final DIP Order: The Final DIP Order shall not have been entered by the Bankruptcy Court within 45 days after the entry of the Interim DIP Order, or such later date as the DIP Lenders may agree; (d) Sale Motion: Absent the consent of the DIP Lenders, the Debtor withdraws the Sale Motion and/or proposes an alternative restructuring transaction, chapter 11 plan, or other transaction other than a sale of substantially all assets pursuant to the Sale Motion; (e) Chapter 11 Milestones: The Company fails to meet the Chapter 11 Milestones, as defined above by the times specified below and the DIP Lenders do not consent to an extension thereof; (f) Compliance with Approved Budget: the Debtors’ noncompliance with the Approved Budget which is not curable or, solely if curable, not cured within 2 business days; (g) Relief from Stay: the granting of relief from any stay of proceeding (including, without limitation, the automatic stay) so as to allow a third party to proceed against any assets of the Debtors in excess of $100,000, in the aggregate; (h) Additional Liens: the filing of a motion by the Debtors, without written consent of the DIP Lenders, to incur debt secured by a lien with priority equal to, or superior to, the DIP Liens, which is given superpriority administrative expense status under section 364(c) of the Bankruptcy Code, unless such motion provides for the proceeds of such debt to be used for the indefeasible payment in full in cash of the DIP Facility and any and all other amounts due to the DIP Lenders; and (i) other customary Events of Default to be set forth in the definitive Loan Documents.

Page 8 of 11


Remedies			Upon the occurrence and continuance of an Event of Default beyond the applicable grace period set forth below, DIP Lenders shall be entitled to take all or any of the following actions without further order of or application to the Bankruptcy Court, subject to the Inter-DIP Lender Agreement, as set forth in this DIP Term Sheet: (i) declare the principal of and accrued interest on the outstanding DIP Loans to be immediately due and payable; (ii) terminate the DIP Facility; (iii) implement the default rate of interest on all outstanding DIP Loans; and (iv) take any other action or exercise any other right or remedy (including, without limitation, with respect to the liens in favor of DIP Lenders) permitted under the applicable loan documents, or by applicable law. Any automatic stay otherwise applicable to DIP Lenders shall be modified so that upon the occurrence of an Event of Default and upon five (5) business days’ prior written notice of such occurrence (a “Termination Notice”), in each case given to Debtors, counsel to the Committee appointed in these proceedings (if any), and the U.S. Trustee, DIP Lenders shall be entitled to exercise customary remedies including, without limitation, the right to realize on all Collateral and the right to exercise any remedy available under applicable law, in each case without obtaining any further relief or order of the Bankruptcy Court unless, within such five (5) business day period, the Bankruptcy Court has entered an order to the contrary. Consistent with the foregoing sentence, relief from the stay under section 362 of the Bankruptcy Code in favor of DIP Lenders shall be embodied in any order approving the DIP Facility and the use of cash collateral. The Debtors and the Committee (if any), and any other party in interest shall be entitled to an emergency hearing before this Court within five (5) calendar days after the Termination Notice is sent by the DIP Lender to the Debtors, the U.S. Trustee, and counsel to the Committee (if any) (such 5-calendar-day period, the “Default Notice Period”). If an emergency hearing is requested to be heard prior to the expiration of the Default Notice Period, then the Default Notice Period shall automatically be extended until the Bankruptcy Court hears and rules with respect thereto.”

Page 9 of 11


Maturity Payment or Conversion			The DIP Facility will mature, terminate, and be fully payable in full upon the earliest to occur of (i) the consummation of a Transaction pursuant to the DIP Lenders or otherwise; (ii) the substantial consummation of a plan of reorganization filed in the Chapter 11 Cases that is confirmed pursuant to an order of the Bankruptcy Court; (iii) 180 days following the first draw, unless otherwise extended by agreement of the Company and 75% (based on amounts individually lent by the DIP Lenders and currently outstanding) of the DIP Lenders; or (iv) upon acceleration of the DIP Facility following an Event of Default. At the option of the DIP Lenders and with the approval of the Bankruptcy Court, the obligations to the DIP Lenders under the DIP Facility may be repaid through: -Cash upon the closing of an Alternative Transaction or -Applied as a “credit bid” in a sale/auction process for all or substantially all of the assets of the Company approved by the DIP Lenders. In the event of multiple bids for the Debtors’ assets, and the DIP Lenders are not the winners of the auction, then all DIP Lenders shall be paid in full upon closing and no portion of the DIP Facility shall be converted to equity.
Collateral / Security			The obligations will be secured by first-lien security interest in the DIP Collateral, subject only to (i) the Carve Out and (ii) reasonable and customary permitted liens and encumbrances approved by the DIP Lenders. “DIP Collateral” shall include all assets (whether tangible, intangible, personal or mixed) of the Debtors, whether now owned or hereafter acquired and wherever located, before or after the Petition Date, including, without limitation, all accounts, proceeds of leases, inventory, equipment, deposit and other accounts, money, equity interests or capital stock in subsidiaries, investment property, instruments, chattel paper, contracts, patents, copyrights, trademarks and other general intangibles, commercial litigation claims, commercial tort claims, farm products, deposit accounts, documents, the proceeds of all claims or causes of action, and all rents, products, offspring, profits, supporting obligations, and proceeds of any and all of the foregoing, and subject to the entry of the Final DIP Order, all claims or causes of action of the Debtors arising under sections 502(d), 542, 544, 545, 547, 548, 549, 550 and 553 of the Bankruptcy Code and any other avoidance or similar action under the Bankruptcy Code or similar state law avoidance actions under chapter 5 of the Bankruptcy Code).
Confidentiality			Subject to the commencement of the Chapter 11 Cases, this Term Sheet and any discussions related hereto are strictly confidential.

[Signature Page Follows]

Page 10 of 11

IN WITNESS WHEREOF, intending to be legally bound, each of the parties have caused this DIP Term Sheet to be executed as of [________], 2025.

BORROWERS:

[*]

DIP LENDERS:

[*]

Page 11 of 11

Exhibit A

Approved Budget

Exhibit 10.2

INTERIM EXECUTIVE EMPLOYMENT AGREEMENT

This Interim Executive Employment Agreement (the “Agreement”) is made and entered into as of March 19, 2025 (the “Effective Date”), by and between DANIEL COSGROVE (“Executive”) and BENSON HILL, INC., a Delaware corporation (the “Company”).

WHEREAS, the Company desires to employ Executive on the terms and conditions set forth in this Agreement; and

WHEREAS, Executive desires to render services to the Company on such terms and conditions.

NOW, THEREFORE, in consideration of the mutual covenants and representations contained herein, the parties agree as follows:

1.Term. This Agreement will remain in force and effect beginning March 19, 2025, and ending upon the Company’s successfully exit from bankruptcy and the appointment of a permanent CEO, unless earlier terminated as provided in Section 4 (the “Employment Term”). It is anticipated that the Employment Term shall not exceed 12-months from the Effective Date; however, the parties may agree to renew this Agreement for subsequent periods under such terms and conditions as mutually agreed upon by the parties and documented in a written agreement executed by the Company and Executive.

2.Position, Duties and Location.

2.1Position. During the Employment Term, Executive will serve as the Interim President and Chief Executive Officer of the Company (“Interim CEO”), reporting to the Board of Directors of the Company (“Board”). In such position, Executive will have all duties, authority, and responsibilities as are consistent with Executive’s position as Interim CEO, as well as such additional duties, consistent with Executive’s position as Interim CEO, as may be assigned to Executive by the Board from time to time.

2.2Duties. During the Employment Term, Executive shall devote Executive’s full business time, attention and best efforts to the business of the Company and its affiliates and to the performance of Executive’s duties thereto and hereunder, and will not engage in any other business, profession, or occupation for compensation or otherwise which would, individually or in the aggregate, conflict or materially interfere with the performance of Executive’s duties or services to the Company or any of its affiliates either directly or indirectly without the prior written consent of the Board. Notwithstanding the preceding, Executive may: (a) continue to serve as a member of any board of directors on which Interim CEO is serving as of the date of this Agreement; (b) with the prior written approval of the Board regarding the identity of the organization, serve as a member of one other for-profit board of directors, advisory or similar governing or advisory body; (c) participate in social, charitable and civic activities (including serving as an officer or director of an entity related to such activities); and (d) participate in personal investment activities (including serving as an officer or director of an entity related to such

Page 1 of 19

activities), in each case, so long as such positions and activities do not conflict or materially interfere with the Executive’s duties and responsibilities to the Company.

2.3Place of Performance. The principal place of Executive’s employment is the Company’s principal executive office currently located in St. Louis County, Missouri, subject to reasonable customary business travel.

3.Compensation and Benefits.

3.1Base Salary. During the Employment Term, the Company will pay to the Executive as compensation for the performance of his duties and obligations under this Agreement an annual base salary of $500,000 in periodic installments in accordance with the Company’s customary payroll practices and applicable wage payment and withholding laws, but no less frequently than monthly. Executive’s annual base salary is referred to as “Base Salary.”

3.2Benefits. During the Employment Term, Executive is entitled to participate in all employee benefit plans, practices, and programs, including fringe benefits and perquisites, that are maintained by the Company (collectively, “Employee Benefit Plans”), subject to the terms and conditions of the applicable Employee Benefit Plans as in effect from time to time, on a basis that is generally no less favorable than is provided to other similarly situated senior executives of the Company, to the extent consistent with applicable law. The Company reserves the right to amend or terminate any Employee Benefit Plan at any time in its sole discretion, subject to the terms of such Employee Benefit Plan and applicable law. At all times during the Employment Term and thereafter, the Company will provide Executive with indemnification under the Company’s organizational documents and director and officer liability insurance coverage, all on terms no less favorable than the coverage provided to other Company executives or members of the Board. In this regard, Company and Executive agree to execute and be bound by the Company’s standard indemnity agreement for its senior executives, which is attached hereto as Exhibit B (the “Indemnity Agreement”).

3.3Paid Time Off. During the Employment Term, Executive shall be eligible to receive paid time off in accordance with the Company’s policies for executive officers as such policies may exist from time to time and as required by applicable law, on a basis that is no less favorable than is provided to other similarly situated senior executives of the Company.

3.4Legal Costs. Company agrees to reimburse Executive’s reasonable and documented attorney fees to provide legal advice to Executive in connection with the review and execution of this Agreement.

3.5Business Expenses. Executive is entitled to reimbursement for all reasonable and necessary out-of-pocket business, entertainment, and travel expenses incurred by Executive in connection with the performance of Executive’s duties in accordance with the Company’s expense reimbursement policies and procedures on a basis that is no less favorable than is provided to other similarly situated senior executives of the Company, and subject to Section 5.2(c).

4.Termination of Employment. Executive’s employment may be terminated by either the Company or Executive at any time and for any lawful reason or for no

Page 2 of 17

particular reason; provided that, unless otherwise provided in this Agreement, Executive must give the Company at least 30 days’ advance written notice of any termination of Executive’s employment. If Executive gives notice of termination, following such notice, the Company may require that Executive not perform any services during all or any portion of such period and/or accelerate the effective date of termination by giving written notice to Executive at any time during such notice period. If Company terminates Executive’s employment without Cause, Company will provide Executive 30 days’ advance notice of termination of Executive’s employment and may require that Executive not perform any services during all or any portion of such notice period. Upon termination of Executive’s employment, Executive is entitled only to the compensation and benefits described in this Section 4 and has no further rights to any compensation or any other benefits from the Company or any of its affiliates. The amounts payable to Executive following termination pursuant to this Section 4 will be in full and complete satisfaction of Executive’s rights under this Agreement and any other claims that Executive may have in respect of employment with the Company or any of its affiliates, and Executive acknowledges that such amounts are fair and reasonable, and are Executive’s sole and exclusive remedy, in lieu of all other remedies at law or in equity, with respect to the termination of the Employment Term or any breach of this Agreement by the Company

4.1Termination for Cause, or Resignation Without Good Reason.

(a)If Executive’s employment is terminated by the Company for Cause, or if Executive resigns without Good Reason, Executive is entitled to receive:

(i)any accrued but unpaid Base Salary, which shall be paid on the first administratively practicable pay date following the date of Executive’s termination in accordance with the Company’s customary payroll procedures;

(ii)reimbursement for unreimbursed business expenses properly incurred by Executive during the Employment Term, which shall be subject to and paid in accordance with the Company’s expense reimbursement policy and this Agreement; and

(iii)such employee benefits (including equity compensation), if any, to which Executive may be entitled under the Company’s Employee Benefit Plans as of the date of Executive’s termination in accordance with the terms thereof; provided that, in no event shall Executive be entitled to any payments in the nature of severance or termination payments except as specifically provided in this Agreement.

Items (i) through (iii) are referred to collectively as the “Accrued Amounts.”

(b)For purposes of this Agreement, “Cause” means Executive, in the Board’s reasonable good faith determination, does any of the following:

(i)is convicted of or pleads no contest to any criminal act under federal or state law that is (A) a felony or (B) a misdemeanor involving moral turpitude;

Page 3 of 17

(ii)commits a fraud or act of dishonesty against the Company or any of its affiliates;

(iii)materially breaches (A) any material provision of this Agreement, or any other written agreement Executive has with the Company or any of its affiliates (including, without limitation, any material restrictive covenant provision), (B) the Company’s written policies and/or written practices applicable generally to the Company’s senior-most executives, or (C) any statutory or fiduciary duty Executive owes to the Company or any of its affiliates;

(iv)fails to materially perform reasonable and lawful assigned duties after receiving written notification of the failure (excluding any failure resulting from death or disability);

(v)willfully performs acts or omissions that constitute misconduct or gross negligence in connection with the performance of reasonable and lawful assigned duties (excluding any failure resulting from death or disability); or

(vi)willfully disregards any reasonable and lawful written instruction from the Board (excluding any failure resulting from death or disability).

In the case of (iii), (iv), (v), and (vi) above, grounds for a termination for Cause shall exist only if Executive fails to cure (if curable) such event within 30 days following written notice from the Company.

(c)For purposes of this Agreement, Executive has “Good Reason” to resign in the event that the Company, without Executive’s consent (whether as a single action or a series of actions):

(i)a change in Executive’s reporting relationship (including, but not limited to, having Executive report to anyone other than the board of directors of the ultimate parent company of the Company);

(ii)materially breaches its obligations to Executive under this Agreement;

(iii)materially reduces Executive’s Base Salary (other than a one-time reduction of not more than 15% that applies equally to all other Company executives);

(iv)requires Executive to relocate Executive’s principal place of employment to a location that is more than 50 miles from the Company’s principal place of business on the Effective Date (other than pursuant to any stay-at-home or similar governmental law, order, request or recommendation); or

(v)a material diminution in Executive’s responsibilities, duties, authority or title (including, but not limited to, the assignment to Executive of duties or responsibilities that are inconsistent with Executive’s position as Interim CEO).

Page 4 of 17

Notwithstanding the foregoing, in order for Executive’s resignation to constitute a resignation for “Good Reason” as a result of any of (i), (ii), (iii) or (iv) above, (A) Executive must give written notice to the Company specifying in reasonable detail the event alleged to give rise to Good Reason within 30 days following the date on which such event first occurred, (B) the Company fails to cure within 30 days after its receipt of such notice, and (C) Executive must resign from all positions Executive then holds with the Company within 30 days after the expiration of such cure period.

4.2Termination Without Cause, or Resignation for Good Reason. The Executive’s employment may be terminated by Executive’s resignation for Good Reason or by the Company without Cause before the end of the Employment Term. In the event of such resignation or termination, Executive is entitled to receive the Accrued Amounts and, subject to Executive’s (x) continued compliance with Section 6, Section 7, and Section 8 of this Agreement and (y) timely execution of a release of claims in favor of the Company, its affiliates and their respective officers and directors in substantially the same form as attached as Exhibit A (the “Release”), and the Release becoming effective according to its terms within 60 days following such resignation or termination (the date the Release becomes effective, the “Release Effective Date”), Executive shall be entitled to receive the following (collectively, the “Severance Benefits”):

(a)Executive’s Base Salary through the end of the Employment Term, which shall be no later than 12-months from the Effective Date paid in equal installment payments in accordance with the Company’s normal payroll practices, but no less frequently than monthly, which shall begin on the Company’s first payroll date after the Release Effective Date.

(b)If Executive is a participant in the Company’s employee group health plan immediately prior to his termination date, a monthly “Medical Subsidy Payment,” which is a cash payment in a gross amount equal to the monthly premium then charged by the Company’s group health plan to qualified beneficiaries for continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”) for the type and level of coverage applicable to the Executive under the Company’s group health plan immediately prior to his termination date. The Executive shall be entitled to the Medical Subsidy Payment whether or not the Executive elects COBRA continuation coverage under the Company’s group health plan. The Executive may, but will not be required to, use the Medical Subsidy Payment to help pay for any COBRA continuation coverage or other insurance coverage that the Executive elects to receive or purchase after his termination of employment with the Company. Because the Medical Subsidy Payment is a taxable benefit, the amount of each Medical Subsidy Payment will be reduced by all applicable tax withholdings. Payment of the monthly Medical Subsidy Payment shall begin on the Company’s first payroll date after the Release Effective Date and will continue to be paid on the first payroll date of each subsequent month until the earlier of:

(i)the 18-month anniversary of the payment date of Executive’s first monthly Medical Subsidy Payment (“Maximum Medical Subsidy Date”);

Page 5 of 17

(ii) or the date of which Executive becomes eligible for coverage under the group health plan of another employer. The Executive agrees that, as a condition of receiving any Medical Subsidy Payments, he will promptly inform the Company in the event he becomes eligible for coverage under another employer’s group health plan.

In addition to the foregoing, if Executive has not become eligible to be covered under a group health plan sponsored by another employer by the Maximum Medical Subsidy Date, then, on the Company’s first regularly scheduled pay date following the Maximum Medical Subsidy Date, Executive shall receive a taxable lump sum cash payment in a gross amount equal to six times the amount of the Medical Subsidy Payment Executive was receiving as of the Maximum Medical Subsidy Date, which will be reduced by any applicable tax withholdings.

(c)With respect to any outstanding equity awards held by the Executive at the time of resignation or termination under this Section 4.2:

(i)any unvested portion of such outstanding equity awards that are subject to time-vesting shall time vest on the Release Effective Date as to the portion that would otherwise vest had Executive remained employed until the end of the Employment Term.

Any delays in the settlement or payment of awards vested under this Section 4.2(c) that are set forth in the applicable award agreement and that are required under Code §409A shall remain in effect.

(d)During the period following Executive’s termination until (A) in case of a commission of fraud by Executive, the completion of the Company’s annual audit for the calendar year following the calendar year of Executive’s termination or (B) in the case of any other grounds constituting Cause, the completion of the Company’s annual audit for the calendar year of Executive’s termination, if the Company discovers grounds constituting Cause existed before Executive’s termination, or (ii) during such time that Executive is receiving the Severance Benefits, Executive materially breaches any of the covenants set forth in Sections 6, 7 and/or 8 of this Agreement (provided, however, to the extent that such violation is, in the Board’s reasonable good faith determination, capable of being cured, Executive shall have an opportunity to cure such violation within fifteen (15) days following written notice of such violation from the Company), Executive’s right to receive the Severance Benefits will immediately cease and be forfeited, and any Severance Benefits previously paid to Executive will be immediately repaid by Executive.

4.3Death or Disability.

(a)Executive’s employment shall terminate automatically upon Executive’s death during the Employment Term, and the Company may terminate Executive’s employment on account of Executive’s Disability. For the avoidance of doubt, termination on account of Executive’s death or Disability will not be a termination for Cause.

Page 6 of 17

(b)If Executive’s employment is terminated during the Employment Term on account of Executive’s death or Disability, Executive (or Executive’s estate and/or beneficiaries, as the case may be) shall be entitled to receive the Accrued Amounts and any outstanding equity awards. Notwithstanding any other provision, all payments made in connection with Executive’s Disability shall be provided in a manner which is consistent with applicable federal and state law.

(c)With respect to any outstanding equity awards at the time of death or Disability, any unvested portion of such outstanding equity awards that are subject to time-vesting shall time vest as to the portion that would otherwise vest had Executive remained employed until the end of the Employment Term. Any unvested portion of the Outperformance Grant that has not performance vested, will remain outstanding and eligible to performance vest during the period following the date of such death or Disability and will be forfeited as to the portion that has not performance vested by the end of the Employment Term.

(d)For purposes of this Agreement, “Disability” shall mean Executive being entitled to receive long-term disability benefits under the Company’s long-term disability plan.

4.4Notice of Termination. Any termination of Executive’s employment by the Company or by Executive during the Employment Term (other than termination pursuant to Section 4.3(a) on account of Executive’s death) shall be communicated by written notice of termination (“Notice of Termination”) to the other party in accordance with Section 18. The Notice of Termination shall specify (i) the termination provision of this Agreement relied upon; (ii) to the extent applicable, the facts and circumstances claimed to provide a basis for termination of Executive’s employment under the provision so indicated; and (iii) the applicable date of termination.

4.5Resignation of All Other Positions. Upon termination of the Employment Term, Executive shall be deemed to have resigned from all positions that Executive holds as an officer or employee of the Company and any of its affiliates; provided, however, that such termination shall not be deemed a resignation by Executive from any position(s) that Executive holds as a non-employee director, fiduciary or member of the governing board (or a committee thereof), in each case, of the Company or any of its affiliates unless such termination is for Cause. Executive will take all actions reasonably requested by the Company to give effect to this provision, including execution of a formal resignation letter.

5.Taxes.

5.1Withholding. The Company shall have the right to withhold from any amount payable to Executive any federal, state, and local taxes in order for the Company to satisfy any withholding tax obligation it may have under any applicable law or regulation.

5.2Internal Revenue Code §409A.

(a)Intent and Compliance. This Agreement is intended to comply with the Internal Revenue Code of 1986, as amended (the “Code”) §409A, including the Treasury

Page 7 of 17

Regulations issued thereunder, or an applicable exemption therefrom and shall be construed and administered in accordance with such intent. Notwithstanding any other provision of this Agreement, any payments provided under this Agreement may only be made upon an event and in a manner that complies with Code §409A or an applicable exemption therefrom. Any nonqualified deferred compensation payments under this Agreement that may be excluded from Code §409A either as separation pay due to an involuntary separation from service or as a short-term deferral shall be excluded from Code §409A to the maximum extent possible. For purposes of Code §409A, each installment payment provided under this Agreement shall be treated as a separate payment. Any payments to be made under this Agreement upon a termination of employment shall only be made upon a “separation from service” under Code §409A. Notwithstanding the foregoing, the Company makes no representations that the payments and benefits provided under this Agreement comply with Code §409A, and in no event shall the Company be liable for all or any portion of any taxes, penalties, interest, or other expenses that may be incurred by Executive on account of non-compliance with Code §409A.

(b)Specified Employees. Notwithstanding any other provision of this Agreement, if any payment or benefit provided to Executive in connection with Executive’s termination of employment is determined to constitute “nonqualified deferred compensation” within the meaning of Code §409A and Executive is determined to be a “specified employee” as defined in Code §409A(a)(2)(b)(i), then, to the extent necessary to comply with Code §409A, such payment or benefit shall not be paid until the first payroll date to occur following the six-month anniversary of the date of Executive’s termination or, if earlier, on Executive’s death (the “Specified Employee Payment Date”). The aggregate of any payments that would otherwise have been paid before the Specified Employee Payment Date shall be paid to Executive in a lump sum on the Specified Employee Payment Date and thereafter, any remaining payments shall be paid without delay in accordance with their original schedule.

(c)Reimbursements. To the extent required by Code §409A, each reimbursement or in-kind benefit provided under this Agreement shall be provided in accordance with the following:

(i)the amount of expenses eligible for reimbursement, or in-kind benefits provided, during each calendar year cannot affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other calendar year.

Page 8 of 17

(ii)any reimbursement of an eligible expense shall be paid to Executive on or before the last day of the calendar year following the calendar year in which the expense was incurred; and

(iii)any right to reimbursements or in-kind benefits under this Agreement shall not be subject to liquidation or exchange for another benefit.

5.3Code §280G.

(a)Net Benefit. If any of the payments or benefits received or to be received by Executive (including, without limitation, any payment or benefits received in connection with a Change in Control or Executive’s termination of employment, whether pursuant to the terms of this Agreement or any other plan, arrangement or agreement, or otherwise) (all such payments collectively referred to herein as the “280G Payments”) would constitute “parachute payments” within the meaning of Code §280G and would, but for this Section 5.3, be subject to the excise tax imposed under Code §4999 (the “Excise Tax”), then, notwithstanding anything in this Agreement to the contrary, prior to making the 280G Payments, a calculation shall be made comparing (i) the Net Benefit (as defined below) to Executive of the 280G Payments after payment of the Excise Tax to (ii) the Net Benefit to Executive if the 280G Payments are limited to the extent necessary to avoid being subject to the Excise Tax. Only if the amount calculated under (i) above is less than the amount under (ii) above will the 280G Payments be reduced to the minimum extent necessary to ensure that no portion of the 280G Payments is subject to the Excise Tax. “Net Benefit” shall mean the present value of the 280G Payments net of all federal, state, local, foreign income, employment, and excise taxes. Any reduction made pursuant to this Section 5.3 shall be made in a manner determined by the Tax Counsel that is consistent with the requirements of Code §409A and subject to the following. If a reduction in payments, severance and other benefits constituting “parachute payments” is necessary so that benefits are delivered to a lesser extent, reduction will occur in the following order: (1) reduction of cash payments in reverse chronological order (i.e., the cash payment owed on the latest date following the occurrence of the event triggering the Excise Tax will be the first cash payment to be reduced), (2) cancellation of equity awards granted within the twelve-month period prior to a “change of control” (as determined under Code Section 280G) that are deemed to have been granted contingent upon the change of control (as determined under Code Section 280G), in the reverse order of date of grant of the awards (i.e., the most recently granted equity awards will be cancelled first), (3) cancellation of accelerated vesting of equity awards in

Page 9 of 17

the reverse order of date of grant of the awards (i.e., the vesting of the most recently granted equity awards will be cancelled first) and (4) reduction of continued employee benefits in reverse chronological order (i.e., the benefit owed on the latest date following the occurrence of the event triggering the Excise Tax will be the first benefit to be reduced). In no event will Executive have any discretion with respect to the ordering of payment reductions. Nothing in this Section 5.3(a) shall require the Company or any of its affiliates to be responsible for, or have any liability or obligation with respect to, Executive’s excise tax liabilities under Section 4999 of the Code.

(b)280G Calculations. All calculations and determinations under this Section 5.3 shall be made by an independent accounting firm or independent tax counsel appointed by the Company (the “Tax Counsel”) whose determinations shall be conclusive and binding on the Company and Executive for all purposes. For purposes of making the calculations and determinations required by this Section 5.3, the Tax Counsel may rely on reasonable, good faith assumptions and approximations concerning the application of Code §2800 and Code §4999. The Company and Executive shall furnish the Tax Counsel with such information and documents as the Tax Counsel may reasonably request in order to make its determinations under this Section 5.3. The Company shall bear all costs the Tax Counsel may reasonably incur in connection with its services.

6.Loyalty Agreement. Executive agrees to execute and be bound by the Company’s form Loyalty Agreement, which is attached hereto as Exhibit C (the “Loyalty Agreement”). The Loyalty Agreement is hereby incorporated by reference into this Agreement; provided, however, that the provisions of Section 6 of the Loyalty Agreement (“Restrictive Covenants”) are expressly superseded by Section 7 of this Agreement and shall not be applicable. Executive agrees that Executive will remain bound by the terms of the Loyalty Agreement other than Section 7 thereof, along with all applicable Company policies, as those policies exist from time to time. In the event of a conflict between the terms of this Agreement, on the one hand, and the Loyalty Agreement or the Company policies, on the other hand, the terms of this Agreement shall govern and control.

7.Restrictive Covenants. Executive acknowledges that (i) Executive performs services of a unique nature for the Company that are irreplaceable and that Executive’s performance of such services to a competing business will result in irreparable harm to the Company; (ii) Executive has had and will continue to have access to Confidential Information (as that term is defined in the Loyalty Agreement), which, if disclosed, would unfairly and inappropriately assist in competition against the Company or any of its affiliates; (iii) in the course of employment by a competitor, Executive would inevitably use or disclose such Confidential Information; (iv) the Company and its affiliates have substantial relationships with their customers and Executive has had and will continue to have access to these customers; (v) he Executive has received and will receive specialized training from the Company and its affiliates; and (vi) Executive has

Page 10 of 17

generated and will continue to generate goodwill for the Company and its affiliates in the course of employment. Accordingly, Executive covenants and agrees that during the Employment Term and for 24 months thereafter, Executive shall not, directly or indirectly, without the prior written consent of the Board, and except in the furtherance of the Executive’s duties hereunder:

7.1As an employee, employer, consultant, agent, principal, partner, shareholder, officer, director, or through any kind of ownership (other than ownership of securities of publicly held corporations of which Executive owns less than 1% of any class of outstanding securities so long as Executive has no active participation in the business of any such corporation) or in any other representative or individual capacity, whether or not for compensation, own, manage, operate, control, be employed by, engage in or render any services to any business of any person, firm, corporation or other entity, in whatever form, that is engaged in any work or activity that involves a product, process apparatus, service or development that is then competitive with or similar to a product, process, apparatus, service or development on which Executive worked or with respect to which Executive had access to Confidential Information (as that term is defined in the Loyalty Agreement) while at the Company or any of its affiliates at any time on or before the termination of Executive’s employment, or in any other segment of the industry in which the Company or any affiliate is or has (as of the date of Executive’s termination of employment) substantial and material active plans to become involved after the Effective Date and on or prior to the date of termination of Executive’s employment.

7.2Employ, solicit, hire, recruit, attempt to employ, solicit, hire or recruit, or induce the termination or diminution of employment or engagement of, any employee or other service provider of the Company or any of its affiliates or any individual who was an employee or other service provider of the Company or any of its affiliates in the prior six months. A general advertisement not directed specifically at employees or other service providers of the Company or an affiliate will not be a violation of this Section 7.2 or of Section 6(c) of the Loyalty Agreement.

7.3Solicit, contact (including but not limited to email, regular mail, express mail, telephone, fax, instant message, or social media), or meet or attempt to solicit, contact, or meet with the Company’s or any of its affiliates’ current, former or prospective customers, vendors or suppliers for purposes of offering or accepting goods or services similar to or competitive with those offered by the Company or any affiliates.

8.Non-Disparagement. Executive agrees and covenants that, during and for 24 months after the Employment Term, Executive will not at any time make, publish, or communicate to any person or entity or in any public forum any defamatory or disparaging remarks, comments, or statements concerning the Company or any of its affiliates or any of their respective businesses, employees, contractors, directors, officers, and existing and prospective customers, suppliers, investors and other associated third parties. This Section 8 does not, in any way, restrict or impede Executive from exercising protected rights to the extent that such rights cannot be waived by agreement or from making truthful statements in compliance

Page 11 of 17

with any applicable law or regulation or a valid order of a court of competent jurisdiction or an authorized government agency or arbitral proceeding, provided that such compliance does not exceed that required by the law, regulation, or order (as determined in good faith by Executive, with the assistance of Executive’s counsel). During the Employment Term and for 24 months after the Employment Term, the Company will not make any official statements that are defamatory or disparaging to Executive and will instruct each of the Company’s executive leadership team and members of the Board not to authorize the making of any public defamatory or disparaging remarks, comments, or statements concerning Executive and agrees that its executive officers and directors shall be directed not to make any adverse or disparaging comments (oral or written, including, without limitation, via any form of electronic media) about the Executive. Nothing in this Section 8 is intended to prohibit, limit or prevent the Executive or the Company’s officers or directors from providing truthful testimony in a court of law, to a regulatory or law enforcement agency or pursuant to a properly issued subpoena, and such testimony will not be deemed to be a violation of this Section 8.

9.Remedies for Breach of Covenants.

9.1Acknowledgement. Executive acknowledges and agrees that the services to be rendered by Executive to the Company are of a special and unique character; that Executive will obtain knowledge and skill relevant to the Company’s industry, methods of doing business and marketing strategies by virtue of Executive’s employment; and that the restrictive covenants and other terms and conditions of this Agreement are reasonable and reasonably necessary to protect the legitimate business interest of the Company and its affiliates. Executive agrees and acknowledges that the limitations and restrictions set forth herein, including geographical and temporal restrictions on certain competitive activities, are reasonable in all respects, do not interfere with public interests, will not cause Executive undue hardship, and are material and substantial parts of this Agreement intended and necessary to prevent unfair competition and to protect the Confidential Information, goodwill and legitimate business interests of the Company and its affiliates. The Company and Executive further acknowledge and agree that, if any court of competent jurisdiction or other appropriate authority shall disagree with the parties’ foregoing agreement as to reasonableness, then such court or other authority shall reform or otherwise modify the foregoing covenants only so far as necessary to be enforceable.

Executive further acknowledges that the benefits provided to Executive under this Agreement, including the amount of Executive’s compensation, reflects, in part, Executive’s obligations and the Company’s rights under Section 6, Section 7, and Section 8 of this Agreement; that Executive has no expectation of any additional compensation, royalties, or other payment of any kind not otherwise referenced; and that Executive will not suffer undue hardship by reason of full compliance with the terms and conditions of Section 6, Section 7, and Section 8 of this Agreement or the Company’s enforcement its rights. Such covenants shall be deemed and construed as separate agreements independent of any other provisions of this Agreement and any other agreement between the Company and Executive.

Page 12 of 17

9.2Remedies. In the event of a breach or threatened breach by Executive of Section 6, Section 7, and Section 8 of this Agreement, Executive hereby consents and agrees that Company shall be entitled to seek, in addition to other available remedies, a temporary or permanent injunction or other equitable relief against such breach or threatened breach from any court of competent jurisdiction, and that money damages would not afford an adequate remedy, without the necessity of showing any actual damages. The aforementioned equitable relief shall be in addition to, not in lieu of, legal remedies, monetary damages, attorneys’ fees, or other forms of relief available to Company. The existence of any claim or cause of action by Executive against the Company, unless predicated on this Agreement, shall not constitute a defense to the enforcement by the Company of any or all such covenants.

10.Mutual Agreement to Arbitration.

10.1Subject to Section 10.2, any dispute, controversy, or claim arising out of or related to Executive’s employment by the Company, or termination of employment, including but not limited to claims arising under or related to this Agreement or any breach of this Agreement, and any alleged violation of federal, state, or local statute, regulation, common law, or public policy (“Disputes”), shall be submitted to and decided by confidential binding arbitration. Arbitration shall be administered exclusively by the American Arbitration Association and shall be conducted in St. Louis County, Missouri consistent with the Employment Arbitration Rules of the American Arbitration Association (“AAA”) in effect at the time the arbitration is commenced, except as modified by this Agreement. Any arbitration conducted under this Section 10.1 shall be private, shall be heard by a single arbitrator (the “Arbitrator”) selected in accordance with the then-applicable rules of the AAA and shall be conducted in accordance with the Federal Arbitration Act. The Arbitrator shall expeditiously hear and decide all matters concerning the Dispute. Except as expressly provided to the contrary in this Agreement, the Arbitrator shall have the power to (i) gather such materials, information, testimony and evidence as the Arbitrator deems relevant to the Dispute before him or her (and each party will provide such materials, information, testimony and evidence requested by the Arbitrator), and (ii) grant injunctive relief and enforce specific performance. The parties waive all rights to have their disputes heard or decided by a jury or in a court trial and the right to pursue any class or collective action or representative claims against each other in court, arbitration, or any other proceeding. Any arbitral award determination shall be final and binding upon the parties. The costs of any such arbitration will be shared equally by the Company and Executive unless the arbitrator determines that compelling reasons exist for allocating all or a portion of such costs and fees to one party.

10.2Notwithstanding Section 10.1, either party may make a timely application for, and obtain, judicial emergency or temporary injunctive relief to enforce any of the provisions of Section 6 through 9; provided, however, that the remainder of any such Dispute (beyond the application for emergency or temporary injunctive relief) shall be subject to arbitration under this Section 10.

Page 13 of 17

10.3Nothing in this Section 10 shall prohibit a party to this Agreement from (i) instituting litigation to enforce any arbitration award, or (ii) joining the other party to this Agreement in a litigation initiated by a person or entity that is not a party to this Agreement.

10.4Disputes that are not covered by this Agreement are those Disputes that cannot be arbitrated as a matter of applicable local, state, or federal law. Such claims include claims for sexual harassment and sexual assault disputes arising under federal, state, or tribal law, unless Executive elects to arbitrate such claims, workers’ compensation, state disability insurance or unemployment compensation benefits, and whistleblower retaliation claims under the Sarbanes-Oxley Act (“SOX”) or the Dodd-Frank Act that cannot be arbitrated as a matter of law. Further, nothing in this Section 10 precludes Executive from filing a charge or complaint with a federal, state or other governmental administrative agency.

11.Governing Law, Jurisdiction, and Venue. This Agreement, for all purposes, shall be construed in accordance with the laws of Delaware without regard to conflicts of law principles.

12.Entire Agreement. Unless otherwise specifically provided, this Agreement (including the Loyalty Agreement) contains all of the understandings and representations between Executive and the Company pertaining to the subject matter of this Agreement and supersedes all prior and contemporaneous understandings, agreements, representations and warranties, both written and oral, with respect to such subject matter, by and between the Company and Executive.

13.Modification and Waiver. No provision of this Agreement may be amended or modified unless such amendment or modification is agreed to in writing and signed by Executive and by the Company. No waiver by either of the parties of any breach by the other party of any condition or provision of this Agreement to be performed by the other party shall be deemed a waiver of any similar or dissimilar provision or condition at the same or any prior or subsequent time.

14.Severability. Should any provisions of this Agreement be held to be invalid, illegal, or unenforceable in any respect, such invalidity, illegality, or unenforceability shall not affect any other provisions of this Agreement, and if such provision or provisions are not modified as provided above, this Agreement shall be construed as if such invalid, illegal, or unenforceable provisions had not been set forth in this Agreement.

15.Captions. Captions and headings of the sections and paragraphs of this Agreement are intended solely for convenience and no provision of this Agreement is to be construed by reference to the caption or heading of any section or paragraph.

16.Counterparts. This Agreement may be executed in separate counterparts, each of which shall be deemed an original, but all of which taken together shall constitute one and the same instrument.

17.Successors and Assigns. This Agreement is personal to Executive and shall not be assigned by Executive. Any purported assignment by Executive shall be null and void from the initial date of the purported assignment. The Company may assign this Agreement to any successor (whether direct or indirect, by purchase,

Page 14 of 17

merger, consolidation, or otherwise) to all or substantially all of the business or assets of the Company, provided that such successor has the financial wherewithal to perform all obligations of the Company under this Agreement. This Agreement shall inure to the benefit of the Company and permitted successors and assigns.

18.Notice. Notices and all other communications provided for in this Agreement shall be given in writing by personal delivery, electronic delivery, or by registered mail to the parties at the addresses set forth below (or such other addresses as specified by the parties by like notice):

If to the Company:

Benson Hill, Inc.

Attn: Dan Jacobi, Chairman of the Board

1001 N. Warson Road

Suite 200

St. Louis, MO 63132

jacobide@icloud.com

Page 15 of 17

If to Executive:

Daniel Cosgrove

3711 - 133rd Street

Urbandale, IA 50323

dcosgrove@bensonhill.com

19.Representations of Executive. Executive represents and warrants to the Company that Executive’s performance of Executive’s duties will not conflict with or result in a violation of, a breach of, or a default under any contract, agreement, or understanding to which Executive is a party or is otherwise bound. Executive’s performance of Executive’s duties will not violate any non-solicitation, non-competition, or other similar covenant or agreement of a prior employer or third-party.

20.Survival. Upon the expiration or other termination of this Agreement, the respective rights and obligations of the parties shall survive such expiration or other termination to the extent necessary to carry out the intentions of the parties under this Agreement.

21.Acknowledgement of Full Understanding. Executive acknowledges and agrees that Executive has fully read, understands and voluntarily enters into this Agreement. Executive acknowledges and agrees that Executive has had an opportunity to ask questions and consult with an attorney of Executive’s choice before signing this agreement.

22.Third-Party Beneficiaries. Each affiliate of the Company that is not a signatory to this Agreement shall be a third-party beneficiary of Executive’s obligations under Sections 4.5, 6, 7, 8, 9 and 10 and shall be entitled to enforce such obligations as if a party hereto.

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

Page 16 of 17

IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first above written.


BENSON HILL, INC.						DANIEL COSGROVE

/s/ Daniel Jacobi						/s/ Daniel Cosgrove

Page 17 of 17

Exhibit A

RELEASE AGREEMENT

Page A-1

Exhibit B

INDEMNITY AGREEMENT

Page B-1

Exhibit C

LOYALTY AGREEMENT

Page C-1

Certain identified information has been excluded because it is both not material and is the type that the registrant treats as private or confidential. These redacted terms have been marked in this exhibit at the appropriate places with the three asterisks [***].

Exhibit 10.3

Benson Hill, Inc. and Benson Hill Seeds, Inc.

Key Employee Incentive Plan

March 11, 2025


KEIP Objective	The Key Employee Incentive Plan (the “KEIP”) is designed to provide incentive payments to certain employees (“KEIP Participants”) of Benson Hill, Inc. and Benson Hill Seeds, Inc. (collectively, the “Company”) to encourage the achievement of certain performance targets (“Milestones”) and to maximize the value of Company in anticipation of, and during, a chapter 11 bankruptcy proceeding (a “Chapter 11 Proceeding”). This program will cover the period prior to the commencement of a Chapter 11 Proceeding and shall continue until the earlier of (y) the closing of a sale transaction for all or substantially all of the Company’s assets (a “Sale Transaction”) or (z) the effective date of a chapter 11 plan of reorganization (“Plan of Reorganization”).
Participating Employees	Class A Participants •Deanie Elsner, Chief Executive Officer •Susan Keefe, Chief Financial Officer •Dan Cosgrove, Chief Administrative Officer & General Counsel •Jason Bull, Chief Technology Officer Class B Participants •[*] •[] •[] •[*]
KEIP Awards	Class A Participants
	Employee	Total Potential KEIP Award
	Deanie Elsner	$350,000
	Susan Keefe	$200,000
	Dan Cosgrove	$140,000
	Jason Bull	$150,000
	Total Class A KEIP Awards	$840,000

	Class B Participants
	Employee	Total Potential KEIP Award
	[***]	[***]
	[***]	[***]
	[***]	[***]
	[***]	[***]
	Total Class B KEIP Awards	[***]


Milestones	Milestones	Description
	Milestone 1A	Commitment from lender(s) to provide post-petition financing acceptable to the Company (a “DIP Facility”).
	Milestone 1B	(a) Entry of an order of the Bankruptcy Court approving the DIP Facility on a final basis and either (b)(i) entry of an order of the Bankruptcy Court approving the bidding procedures for a Sale Transaction and approving, on a preliminary basis, a sale transaction with a stalking horse bidder (the “Stalking Horse Transaction”) or (ii) entry of an order of the Bankruptcy Court approving the disclosure statement and solicitation procedures for a Plan of Reorganization.
	Milestone 2	(a) Entry of an order of the Bankruptcy Court approving a Sale Transaction or (b) entry of an order of the Bankruptcy Court confirming a Plan of Reorganization.
	Milestone 3	(a) The closing of a Sale Transaction or (b) the effective date of a Plan of Reorganization.

Vesting

Each KEIP Award shall vest and become payable upon the achievement of the specified Milestones in the amounts and percentages set forth below:

Class A Participants

Vesting

Employee

Milestone 1A
(40%)

Milestone 1B
(40%)

Milestone 2
(35%)

Milestone 3
(25%)

Deanie Elsner

$140,000

—

$122,500

$87,500

Susan Keefe

$80,000

—

$70,000

$50,000

Dan Cosgrove

—

$56,000

$49,000

$35,000

Jason Bull

$60,000

—

$52,500

$37,500

Total

$280,000

$56,000

$294,000

$210,000

Class B Participants

Vesting

Employee

Milestone 1A
(40%)

Milestone 1B
(40%)

Milestone 2
(35%)

Milestone 3
(25%)

[***]

Total

[***]


Effect of Termination of Employment			If the employment of a KEIP Participant is terminated: (a)By the Company for cause, (i) 100% of the KEIP Participant’s KEIP Award, whether vested or unvested, shall be forfeited without any consideration or payment, (ii) any amount paid to the KEIP Participant under the KEIP shall be subject to clawback by the Company, and (iii) the KEIP Participant shall have no further rights under the KEIP. (b)Voluntarily by the KEIP Participant, (i) 100% of the KEIP Participant’s unvested KEIP Award shall be forfeited without any consideration or payment, (ii) the KEIP Participant shall be entitled to retain any vested portion of the KEIP Participant’s KEIP Award, and any amount paid in respect thereof (and such amount shall not be subject to clawback by the Company), and (iii) the KEIP Participant shall have no further rights under the KEIP. (c)For any reason other than by the Company for cause or voluntarily by the KEIP Participant, (i) the KEIP Participant shall be entitled to retain any vested portion of the KEIP Participant’s KEIP Award, and any amount paid in respect thereof (and such amount shall not be subject to clawback by the Company); (ii) the Board of Directors of the Company (the “Board”) may, in its sole discretion, permit the KEIP Participant to retain the portion of the KEIP Participant’s unvested KEIP Award that would otherwise be subject to vesting upon the achievement of the immediately succeeding Milestone if the Board determines the KEIP Participant’s services to the Company will have substantially contributed to the achievement of such Milestone, in which case the KEIP Participant shall be entitled to retain such unvested portion of the KEIP Award, but only with respect to such unvested portion that is attributable to and subject to vesting upon the immediately succeeding Milestone (a “Discretionary Unvested Portion”), (iii) 100% of any unvested portion of the KEIP Participant’s KEIP Award, other than, as applicable, any Discretionary Unvested Portion, shall be forfeited without any consideration or payment; and (iv) the KEIP Participant shall have no further rights under the KEIP.

Exhibit 99.1

Benson Hill Files Voluntary Chapter 11 Petitions

•Debtor-in-Possession Financing Secured to Support Ongoing Operations and Chapter 11 Process.

•Company Filed a Variety of First-Day Motions, Subject to Court Approval.

ST. LOUIS, MO – March 20, 2025 - Benson Hill, Inc. (Nasdaq: BHIL, “Benson Hill”), a seed innovation company, today announced that it and its subsidiaries (collectively, the “Company”) filed voluntary petitions for relief under Chapter 11 of Title 11 of the U.S. Bankruptcy Code (“Chapter 11”) in the United States Bankruptcy Court for the District of Delaware (the “Court”). The Company further disclosed that it intends to pursue a sale of its business under Section 363 of the Bankruptcy Code, including a sale of all or a portion of the Company’s assets, while continuing to support its farmers, partners, and customers during the Chapter 11 process.

To facilitate this process, in addition to having the use of its existing cash reserves, the Company has received a commitment of approximately $11 million in Debtor-in-Possession financing. Following Court approval, the Company expects this financing to provide the necessary liquidity to support operations throughout the Chapter 11 process.

The Company has filed a variety of “first-day” motions containing customary relief intended to support the Company’s ability to continue its ordinary course of operations, such as continuing to service its customers and honor its obligations to its remaining employees, as the Company begins its efforts to effectuate the sale of its assets.

“Benson Hill has made significant strides in advancing our seed innovation portfolio by developing soybeans with enhanced compositional traits that deliver value creation for end users and improved sustainable solutions for growers,” said Dan Jacobi, Chairman of the Board of Directors of Benson Hill. “We have worked diligently to transform our business, including reducing costs, divesting assets, retiring debt, and optimizing our operations by transitioning to a licensing model. Despite our efforts, a combination of industry challenges and financial constraints has led the Board to determine that a process under Chapter 11 is the best path forward.”

Court filings and information about the Chapter 11 case can be found at a website maintained by the Company’s claims agent Stretto, Inc., at https://cases.stretto.com/bensonhill. Faegre Drinker Biddle & Reath LLP is serving the Company as legal counsel, and Piper Sandler & Co. is serving the Company as investment banker.

About Benson Hill

Benson Hill is a seed innovation company that unlocks nature’s genetic diversity in soy quality traits through a combination of its proprietary genetics, its AI-driven CropOS® technology platform, and its Crop Accelerator. Benson Hill collaborates with strategic partners to create value throughout the agribusiness supply chain to meet the demand for better feed, food, and

fuel. For more information, visit bensonhill.com or on X, formerly known as Twitter at @bensonhillinc.

Cautionary Note Regarding Forward-Looking Statements

This press release contains certain “forward -looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Forward-looking statements are based upon assumptions made by the Company as of the date hereof and are subject to risks, uncertainties, and other factors that could cause actual results to differ materially from those expressed or implied by such forward-looking statements. Among those risks, uncertainties and other factors are: (i) the Company’s ability to obtain Court approval with respect to motions or other requests made to the Court in the Chapter 11 process, including maintaining strategic control as a debtor-in-possession; (ii) the ability of the Company to negotiate and consummate a sale transaction; (iii) the effects of the Chapter 11 filing on the Company and on the interests of various constituents; (iv) Court rulings in the Chapter 11 process in general; (v) the length of time that the Company will operate under Chapter 11 protection and the continued availability of operating capital during the pendency of the proceedings; (vi) risks associated with third party motions in the Chapter 11 process, which may interfere with the Company’s ability to negotiate and consummate a sale transaction; (vii) the potential adverse effects of the Chapter 11 proceedings on the Company’s liquidity or results of operations; (viii) increased advisory costs during the pendency of the proceedings; and (ix) other factors disclosed by the Company from time to time in its filings with the Securities and Exchange Commission, including those set forth in the sections entitled “Risk Factors” and “Cautionary Note Regarding Forward-Looking Statements” in our Annual Report on Form 10-K for the year ended December 31, 2023 and its Quarterly Reports, which are available on the SEC’s website at www.sec.gov. There may be additional risks about which the Company is presently unaware or that the Company currently believes are immaterial that could also cause actual results to differ from those contained in the forward-looking statements. The reader should not place undue reliance on forward-looking statements, which speak only as of the date they are made. The Company expressly disclaims any duty to update these forward-looking statements, whether as a result of new information, future events or otherwise, except as otherwise required by law.

###

Contact

Christi Dixon: (636) 359-0797 / cdixon@bensonhill.com

Exhibit 99.2

Benson Hill Receives Court Approval of First-Day Motions to Support Ongoing Operations During Chapter 11 Process

•Operations will continue as normal for the Company during the transitional period.

•Employee wages and benefits will be paid following DIP financing approval.

•Court authorizes vendor payments and critical operational support.

ST. LOUIS, MO – March 25, 2025 - Benson Hill, Inc. (Nasdaq: BHIL, “Benson Hill”), a seed innovation company, today announced that the U.S. Bankruptcy Court for the District of Delaware has approved the Company’s initial “first-day” motions following its voluntary filing for relief under Chapter 11 of the U.S. Bankruptcy Code on March 20, 2025.

These approvals are expected to ensure business continuity as Benson Hill works to strengthen its financial position and continue advancing its work to deliver better feed, food, and fuel through innovative soybean seed genetics and soy quality traits.

The Court’s orders allow the Company and its affiliated debtors to continue day-to-day operations with minimal disruption, including:

•Access to up to $11 million in debtor-in-possession (DIP) financing from existing lenders, including Expedition Ag Holdings, S2G Investments, Steve Kahn, and ProAgInvest, with an initial $3 million available immediately. These funds will support payroll, vendor payments, and other critical operating expenses.

•Authorization to pay employee wages and benefits without interruption.

•Ability to honor prepetition obligations to key business partners—including critical vendors, shippers, warehouse providers, and suppliers with administrative expense claims under section 503(b)(9)—to maintain operational continuity and preserve value in the business.

•Permission to maintain existing cash management systems, bank accounts, and routine business operations.

•Legal authorization for DIP lenders to credit bid for assets, along with other customary protections in the event of default.

“These approvals give us the opportunity to maintain momentum while we take the necessary steps to restructure our financial foundation,” said Dan Cosgrove, Interim Chief Executive Officer of Benson Hill. “We remain focused on delivering value to our customers and partners while positioning the business for long-term success and maximizing value for all of our stakeholders.”

A final hearing to consider approval of the full DIP financing and vendor-related motions is scheduled for April 16.

Additional information about the Chapter 11 process is available on the website maintained by the Company’s claims agent Stretto, Inc., at https://cases.stretto.com/bensonhill.

About Benson Hill

Cautionary Note Regarding Forward-Looking Statements

This press release contains certain “forward-looking statements” within the meaning of Section 27A of the Securities Act, and Section 21E of the Securities Exchange Act of 1934, as amended. Forward-looking statements are based upon assumptions made by the Company as of the date hereof and are subject to risks, uncertainties, and other factors that could cause actual results to differ materially from those expressed or implied by such forward-looking statements. Among those risks, uncertainties and other factors are: (i) the Company’s ability to obtain Court approval with respect to motions or other requests made to the Court in the Chapter 11 process, including maintaining strategic control as a debtor-in-possession; (ii) the ability of the Company to negotiate and consummate a sale transaction; (iii) the effects of the Chapter 11 filing on the Company and on the interests of various constituents, including holders of the Company’s common stock; (iv) Court rulings in the Chapter 11 process in general; (v) the length of time that the Company will operate under Chapter 11 protection and the continued availability of operating capital during the pendency of the proceedings; (vi) risks associated with third party motions in the Chapter 11 process, which may interfere with the Company’s ability to negotiate and consummate a sale transaction; (vii) the potential adverse effects of the Chapter 11 proceedings on the Company’s liquidity or results of operations; (viii) increased advisory costs during the pendency of the proceedings; (ix) the impact of Nasdaq’s delisting of the Company’s common stock on the price and trading market of the Company’s common stock; and (x) other factors disclosed by the Company from time to time in its filings with the Securities and Exchange Commission, including those set forth in the sections entitled “Risk Factors” and “Cautionary Note Regarding Forward-Looking Statements” in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023 and its Quarterly Reports, which are available on the SEC’s website at www.sec.gov. There may be additional risks about which the Company is presently unaware or that the Company currently believes are immaterial that could also cause actual results to differ from those contained in the forward-looking statements. The reader should not place undue reliance on forward-looking statements, which speak only as of the date they are made. The Company expressly disclaims any duty to update these forward-looking statements, whether as a result of new information, future events or otherwise, except as otherwise required by law.

###

Contact

Christi Dixon: (636) 359-0797 / cdixon@bensonhill.com