filings.toolsArcher-Daniels-Midland 10-K 2025-12-31
Filed 2026-02-17. 24 sections, 478K characters. Original on sec.gov · Markdown · JSON
Cover and table of contents
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
FORM 10-K
| ☒ | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the fiscal year ended December 31, 2025
OR
| ☐ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from _________________ to _________________
Commission file number 1-44
ARCHER-DANIELS-MIDLAND COMPANY
(Exact name of registrant as specified in its charter)
| DE | 41-0129150 | ||||||||||
| (State or other jurisdiction of incorporation or organization) | (I. R. S. Employer Identification No.) | ||||||||||
| 77 West Wacker Drive, Suite 4600 | |||||||||||
| Chicago, | IL | 60601 | |||||||||
| (Address of principal executive offices) | (Zip Code) | ||||||||||
(312) 634-8100
(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||
| Common Stock, no par value | ADM | NYSE |
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☒
No ¨
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act. Yes ¨ No ☒
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ¨
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ¨
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer”, “accelerated filer”, “smaller reporting company”, and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer ☒ Accelerated Filer ☐
Non-accelerated filer ☐ Smaller reporting company ☐
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☒
If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1 (b). ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒
State the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold, or the average bid and asked price of such common equity, as of the last business day of the registrant’s most recently completed second fiscal quarter.
Common Stock, no par value—$25.2 billion
(Based on the closing sale price of Common Stock as reported on the New York Stock Exchange
as of June 30, 2025)
Indicate the number of shares outstanding of each of the registrant’s classes of common stock, as of the latest practicable date.
Common Stock, no par value—481,201,844 shares
(as of February 10, 2026)
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the Registrant’s definitive proxy statement relating to its 2026 annual meeting of stockholders are incorporated by reference into Part III of this Annual Report on Form 10-K where indicated. Such proxy statement will be filed with the U.S. Securities and Exchange Commission within 120 days after the end of the fiscal year to which this report relates.
SAFE HARBOR STATEMENT
This Annual Report on Form 10-K contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995 that involve substantial risks and uncertainties. All statements, other than statements of historical or current fact included in this Annual Report on Form 10-K, are forward-looking statements. You can identify forward-looking statements by the fact that they do not relate strictly to historical or current facts. These statements may include words such as “anticipate,” “estimate,” “expect,” “project,” “plan,” “intend,” “believe,” “may,” “outlook,” “will,” “should,” “can have,” “likely,” “goals,” “objectives,” and other words and terms of similar meaning in connection with any discussion of the timing or nature of future operating or financial performance or other events. For example, all statements the Company makes relating to its future results of operations, liquidity, growth opportunities, operational improvements, changes to the margin environment, future demand, policy changes, global trade clarity, potential benefits available under biodiesel tax incentives, expected capital expenditures, and other expected uses of cash are forward-looking statements. All forward-looking statements are subject to significant risks, uncertainties and changes in circumstances that could cause actual results and outcomes to differ materially from those expressed or implied in the forward-looking statements, including, without limitation, (1) operational risks related to equipment failure, natural disasters, epidemics, pandemics, severe weather conditions, accidents, explosions, fires, cybersecurity incidents or other unexpected outages; (2) risks related to the availability and prices of agricultural commodities, agricultural commodity products, other raw materials and energy, including impacts from factors outside the Company’s control such as changes in market conditions, weather conditions, crop disease, plantings, climate change, competition and changes in global demand; (3) risks related to compliance with, and changes in, government programs, policies, laws, and regulations, including trade policies, tariffs, the U.S. federal government shutdown, sustainability regulatory compliance and reporting requirements, environmental regulations, tax laws and regulations, financial market regulations and biofuels policies and rules; (4) risks related to international conflicts, acts of terrorism or war, sanctions, maritime piracy and other geopolitical events or economic disruptions; (5) the outcome of pending, threatened and future legal proceedings, investigations and other contingencies; (6) risks and uncertainties relating to acquisitions, equity investments, joint ventures, integrations, divestitures, and other transactions; and (7) other risks, assumptions and uncertainties that are described in Item 1A, "Risk Factors" included in this Annual Report on Form 10-K, as may be updated in subsequent Quarterly Reports on Form 10-Q. For these statements, the Company claims the protection of the safe harbor for forward-looking statements in the Private Securities Litigation Reform Act. Accordingly, you are cautioned not to place undue reliance on these forward-looking statements. Except to the extent required by law, the Company does not undertake, and expressly disclaims, any duty or obligation to update publicly any forward-looking statement whether as a result of new information, future events, changes in assumptions or otherwise
ARCHER-DANIELS-MIDLAND COMPANY
FORM 10-K FOR THE YEAR ENDED DECEMBER 31, 2025
TABLE OF CONTENTS
ARCHER-DANIELS-MIDLAND COMPANY
PART I
Item 1. BUSINESS
Company Overview
Archer-Daniels-Midland Company and its subsidiaries (the "Company" or "ADM") unlocks the power of nature to enrich the quality of life. The Company is an essential global agricultural supply chain manager and processor, providing food security by connecting local needs with global capabilities. ADM is also a premier human and animal nutrition provider, as well as a leader in health and well-being products.
The Company partners with thousands of farmers around the world to purchase their crops and uses its integrated global origination, logistics, and manufacturing network to transform many of those raw commodities into an expansive array of products serving the food, feed, fuel, and industrial and consumer products sectors. The Company offers a broad portfolio of food and beverage products, from staple foods to innovative alternatives, such as natural colors and flavors, plant-based proteins, and lower-sugar, fat, and salt solutions. ADM provides human and animal nutrition ingredients and solutions that support health, productivity, and sustainability. It offers a wide range of health and well-being products, such as probiotics, enzymes, and supplements to meet the needs of consumers looking for new ways to live healthier lives. ADM is a key producer of biofuels, converting agricultural feedstocks into renewable fuels used in transportation and industrial applications. ADM is a cutting-edge innovator, investing in research, application development, and process improvement to deliver value-added products, enhance supply chain efficiency, and advance sustainable agricultural and nutrition solutions. It continues to develop a broad range of new bio-based consumer and industrial solutions as well as advance and scale its carbon capture and sequestration capabilities and other initiatives. ADM is a leader in business-driven sustainability efforts that support a strong agricultural sector, resilient supply chains, and a vast and growing bioeconomy. Around the globe, ADM's expertise and innovation are meeting critical needs from harvest to home.
ADM also has significant investments in certain entities and joint venture arrangements that aim to expand or enhance the market for its products or offer other benefits including, but not limited to, geographic or product-line expansion.
Segment Descriptions
The Company’s operations are organized, managed, and classified into three reportable segments: Ag Services and Oilseeds, Carbohydrate Solutions, and Nutrition. Each of these segments is organized based upon the nature of products and services offered. The Company’s remaining operations are not reportable segments, as defined by the applicable accounting standard, and are classified within either Corporate or Other Business. Financial information with respect to the Company’s reportable segments is set forth in Part II. Item 8. Note 17. Segment and Geographic Information.
Ag Services and Oilseeds
The Ag Services and Oilseeds segment includes global activities related to the origination, merchandising, transportation, and storage of agricultural raw materials, as well as the crushing and processing of oilseeds, including soybeans and soft seeds such as cottonseed, sunflower seed, canola, rapeseed, and flaxseed. The segment produces and markets vegetable oils and oilseed protein meals used by food, feed, energy, and industrial customers. Crude and partially refined vegetable oils are sold to third parties, including renewable diesel manufacturers, or further processed into salad oils, margarine, shortening, biodiesel, glycols, and other food and industrial products. Oilseed protein meals are primarily sold as ingredients for commercial livestock and poultry feeds. The segment is also a major supplier of peanuts and peanut‑derived ingredients and manufactures cotton cellulose pulp in North America for chemical, paper, and other industrial markets. In addition, its integrated grain sourcing, handling, and multimodal transportation network supports global import, export, and distribution activities and provides essential services to customers and the Company’s processing operations. The Company also engages in various structured trade finance activities through this segment to leverage its global trade flows.
The Company has a 22.5% equity interest in Wilmar International Limited ("Wilmar"), a Singapore publicly listed company. Wilmar is a leading global agribusiness group headquartered in Asia engaged in the businesses of packaged oils and packaged foods, oil palm cultivation, oilseeds crushing, edible oils refining, sugar milling and refining, specialty fats, oleo chemicals, biodiesel and fertilizers manufacturing, and grains processing.
ARCHER-DANIELS-MIDLAND COMPANY
PART I
The Company also has equity interests in the following entities that engage in activities that fall within the Ag Services and Oilseeds segment: Pacificor, SoyVen Holding B.V., Olenex Holdings B.V., Edible Oils Limited, Stratas Foods LLC, Terminal de Grãos Ponta da Montanha S.A., Gradable, LLC, and Plainsman Company, LLC.
The Company is a supplier of raw materials to Wilmar, SoyVen, Olenex Sarl, Edible Oils Limited, and Stratas Foods LLC.
Carbohydrate Solutions
The Carbohydrate Solutions segment engages in corn and wheat wet and dry milling and related processing activities. The segment converts corn and wheat into products and ingredients used in food and beverage applications, including sweeteners, starches, syrups, glucose, wheat flour, and dextrose. Dextrose and starches are also utilized as feedstocks in downstream processes, including fermentation to produce alcohol and other food and animal feed ingredients. Ethanol is produced for use as an octane enhancer and oxygenate in gasoline. In addition, the segment produces distillers’ grains, corn gluten feed, and corn gluten meal for use as animal feed ingredients. Corn germ, a by‑product of wet milling, is further processed into vegetable oil and protein meal, and citric acids are produced for food and industrial applications. The Carbohydrate Solutions segment also advances carbon capture and sequestration and other emissions‑reduction initiatives, positioning the business to support lower‑carbon operations and the growing use of plant‑based alternatives to fossil‑derived materials.
The Company has equity interests in the following entities that engage in activities that fall within the Carbohydrate Solutions segment: Hungrana Ltd, Almidones Mexicanos S.A. de CV, Aston Foods and Food Ingredients, Red Star Yeast Company, LLC, and LSCP, LLC.
Nutrition
The Nutrition segment serves various end markets including food, beverages, and nutritional supplements for humans, and complete feed, feed premix and additives, pet food and pet treats for livestock, aquaculture, and pets. The segment engages in the creation, manufacturing, sale, and distribution of a wide array of ingredients and solutions including plant-based proteins, flavors and colors derived from nature, flavor systems, emulsifiers, soluble fiber, polyols, hydrocolloids, probiotics, prebiotics, postbiotics, enzymes, botanical extracts, and other specialty food and feed ingredients and systems. The Nutrition segment also includes activities related to the procurement, processing, and distribution of edible beans, the processing and distribution of formula feeds and animal health and nutrition products and the manufacture of contract and private label pet treats and foods.
The Company has equity interests in the following entities that engage in activities that fall within the Nutrition segment: Vimison S.A. de C.V., Vitafort ZRT, Dusial S.A., Novial SAS, ADM Matsutani LLC and Matsutani Singapore Pte. Ltd.
Corporate
Corporate includes the activities related to cost and equity method investments in early-stage start-up companies within ADM Ventures. In addition to identifying companies to invest in, ADM Ventures also works on select high-potential, new product development projects and alternative business models, all with the objective of supporting the Company’s strategic objectives.
Other Business
Other Business includes the Company’s remaining operations as described below.
ADM Investor Services, Inc., a wholly owned subsidiary of the Company, is a registered futures commission merchant and a clearing member of all principal commodities exchanges in the U.S. ADM Investor Services International Limited, a member of several derivative and commodity exchanges and clearing houses in Europe, ADMIS Singapore Pte. Limited, a clearing member of the Singapore exchange, and ADMIS Hong Kong Limited, are wholly owned subsidiaries of ADM offering brokerage services in Europe and Asia.
Agrinational Insurance Company (Agrinational), a wholly owned subsidiary of ADM, and its subsidiaries, provide insurance coverage for certain property, casualty, marine, medical, and other miscellaneous risks of the Company. Agrinational also participates in certain third-party reinsurance arrangements.
ARCHER-DANIELS-MIDLAND COMPANY
PART I
Methods of Distribution
The Company has developed a comprehensive transportation capability that it uses to efficiently distribute both commodities and processed products nearly anywhere in the world. The Company owns or leases trucks, trailers, railroad tank and hopper cars, river barges, towboats, and ocean-going vessels used to transport the Company’s products to its customers, co-manufacturers and distributors.
Concentration of Revenues by Product
The following products accounted for 10% or more of revenues for the following periods:
| % of Revenues | |||||||||||||||||
| Year Ended December 31 | |||||||||||||||||
| 2025 | 2024 | 2023 | |||||||||||||||
| Soybeans | 17% | 19% | 18% | ||||||||||||||
| Soybean Meal | 11% | 12% | 13% | ||||||||||||||
| Corn | 13% | 12% | 12% |
Status of New Products
The Company continues to expand its market footprint and business growth through the continuous development of its portfolio and optimization of production systems. Internal capabilities and acquisitions expand the Company’s ability to unlock the potential of nature and serve customers’ evolving and expanding needs through its offerings of innovative ingredients for all segments.
Source and Availability of Raw Materials
A significant majority of the Company’s raw materials are agricultural commodities. In addition, the Company sources specific fruits, vegetables, and nuts for extracts to make flavors and colors. In any single year, the availability and price of these commodities are subject to factors such as changes in weather conditions, plantings, government programs and policies, competition, changes in global demand, changes in standards of living, and global production of similar and competitive crops. The Company’s raw materials are procured from thousands of growers, grain elevators, and wholesale merchants in North America, South America, Europe, Middle East, and Africa (EMEA), and Asia-Pacific, pursuant primarily to short-term (less than one year) agreements or on a spot basis. The Company is not dependent upon any particular grower, elevator, or merchant as a source for its raw materials.
Some of the principal crops that ADM sources and processes present specific climate change risks. For example, South American soy and global palm present risks of deforestation due to their proximity to the forest and other high-carbon-value landscapes. In addition, when not managed appropriately, row crops such as corn, soy, wheat, and canola present environmental risks such as water quality impairment, erosion, soil degradation, and GHG emissions. However, these crops also present an opportunity to combat climate change through their ability to sequester carbon in the soil using regenerative agricultural practices. ADM has a regenerative agricultural program to engage and encourage growers in its supply chain to implement regenerative agriculture practices.
Under the stewardship of its Board of Directors, the Company has established several key social and environmental policies that collectively outline expectations for its employees, business partners and contractors, and the Company, as a whole with respect to its sourcing operations. These policies set the standards that govern the Company’s approach to environmental stewardship, employee conduct, and raw material sourcing, among other areas, and are available on the Company’s website. See Available Information section below for more information.
ARCHER-DANIELS-MIDLAND COMPANY
PART I
Trademarks, Brands, Recipes, and other Intellectual Property
The Company owns trademarks, brands, recipes, and other intellectual property including patents, with a net book value of $579 million as of December 31, 2025. More than 95% of these intangibles are in the Nutrition segment which is not materially dependent upon any individual trademark, brand, recipe or other intellectual property.
Seasonality, Working Capital Needs, and Significant Customers
There is a degree of seasonality in the growing cycles, procurement, and transportation of the Company’s principal raw materials: oilseeds, corn, wheat, and other grains. The Company has seasonal financing arrangements with farmers in certain countries around the world. Typically, advances on these financing arrangements occur during the planting season and are repaid at harvest.
The prices of agricultural commodities, which may fluctuate significantly and change quickly, directly affect the Company’s working capital requirements. Because the Company has a higher portion of its operations in the northern hemisphere, principally North America and Europe, relative to the southern hemisphere, primarily South America, inventory levels typically peak after the northern hemisphere fall harvest and are generally lower during the northern hemisphere summer months. Working capital requirements have historically trended with inventory levels.
No material part of the Company’s business is dependent upon a single customer or very few customers.
Competition
The Company has significant competition in the markets in which it operates based principally on price, foreign exchange rates, quality, global supply, and alternative products, some of which are made from different raw materials than those utilized by the Company. Given the commodity-based nature of many of its businesses, the Company, on an ongoing basis, focuses on managing unit costs and improving efficiency through technology improvements, productivity enhancements, and regular evaluation of the Company’s asset portfolio. The Company’s Nutrition business is a vertically integrated business that provides ingredients and solutions for humans and animals in a highly competitive environment with a variety of companies offering the same products and services. The industry includes ingredient suppliers, contract manufacturers, global fast moving consumer goods companies, and private label brands, as well as smaller companies that specialize in specific niche markets. The Company focuses on staying ahead of the curve in terms of innovation and science-based solutions, building direct-to-consumer sales channels and focusing on consumer needs, expanding into new markets, building strategic partnerships, leveraging data and technology, and building a strong distribution network.
Research and Development (R&D)
R&D expense, net of reimbursements of government grants, for the year ended December 31, 2025 was $246 million.
The Company**’**s R&D efforts focus on creating science-based products, solutions, and technologies aligned with macro trends in food security, sustainable processes, health, and personalized nutrition. Within innovation centers across three continents, the R&D team is closely connected to customers and the global markets. The Company strategically invests in R&D across the entire nutrition value chain by leveraging its access to innovative processes and product optimization. Its targeted product development leverages innovative ingredients and ADM's existing portfolio across different segments. The R&D team is also engaged in BioSolutions initiatives which are a key part of ADM’s commitment to utilize its value chain to reduce its carbon footprint, redesign core products with sustainable alternatives, and explore new markets.
ARCHER-DANIELS-MIDLAND COMPANY
PART I
Environmental, Social, and Governance (ESG)
The Company recognizes that the health of our natural resources is important for our future and it endeavors to implement sustainable practices that will result in a stronger ADM and a more resilient global food system. ADM aims to drive change in developing innovative, sustainable solutions in agriculture, food and nutrition, industrial and consumer products, energy, and packaging materials. The Company's sustainability initiatives are managed by senior leadership and overseen by the Sustainability and Technology Committee of the Board of Directors.
The Company aims to support agricultural resilience and biodiversity to create business value through renewable product and process innovations, supply chain efforts, and a strategic approach with a focus on enhancing the efficiency of ADM’s production plants throughout its global operations. Further, ADM’s strategic growth plan leverages the trends and technologies in sustainability to help the Company grow and create value for its stakeholders. The Ag Services and Oilseeds segment focuses on traceability of sourcing and differentiation and working with growers on low carbon agricultural practices and products. The Carbohydrate Solutions segment is focused on decarbonization efforts that are aimed at positioning the reportable segment to offer low-carbon intensity feedstocks for biosolutions and biomaterials, including fuel solutions, to replace petroleum-based products. The Nutrition segment is working with suppliers and customers to identify nature positive solutions that can potentially reduce environmental impact in supply chains.
Moreover, ADM has a large industrial footprint and believes it is important to reduce GHG emissions related to its business activities and the agricultural supply chain to support sustainable growth. The Company continues to use internal and external resources to identify opportunities and take action to reduce its GHG emissions globally to meet its goals to mitigate the effects of climate change and help safeguard the global food system.
Program updates, scenario analysis, and goals and objectives are available in ADM’s Corporate Sustainability Report, which can be accessed through its website at http://www.adm.com.
References to the Company’s website address in this report are provided as a convenience, and information contained on, or available through, the website is not incorporated by reference. See Available Information section below for more information.
Human Capital and Culture
ADM’s purpose of unlocking the power of nature to enrich the quality of life highlights the significant role ADM plays within an essential industry and the critical job each employee has within the Company. The Company focuses on attracting, developing, and retaining a skilled, engaged, and diverse workforce aligned with its values and business objectives. The Company’s human capital priorities, which are managed by senior leadership and overseen by the Compensation and Succession Committee of the Board of Directors, include workplace safety; talent development and capability building; competitive pay and benefits; fostering a diverse and inclusive global workforce; employee engagement; and compliance with applicable labor and employment laws.
ADM provides market-competitive pay, benefits, and offerings that promote employee well‑being, including health, wellness, and retirement programs. The Company invests in training and development programs designed to enhance technical, leadership, and professional skills and support internal talent mobility and succession planning. These programs include in-person, virtual and on-demand training, such as its leadership development program, Ability to Lead, which focuses on enabling innovation, driving productivity, developing talent, change leadership, building trust, and coaching teams for engagement and performance, as well as early career programs focused on attracting and cultivating a strong pipeline of early career talent to become future leaders in the organization. Part of ADM’s vision is to foster an inclusive culture with opportunities for all employees so that all members of its diverse, global workforce belong and make meaningful contributions to the success of each other and the Company. ADM also monitors workforce engagement, turnover, and other important people metrics to inform human capital priorities and drive continuous improvement.
Safety is a core operational priority, and the Company maintains policies, standards, and training intended to promote safe working conditions across its operations. ADM is focused on efforts to continue to reduce serious injuries and its total recordable incident rate while strengthening its culture of safety and reliability. The Company has made progress on implementing best practices and enhancing its systems and processes, and it monitors leading and lagging indicators to enable continuous improvement. Through these efforts, ADM achieved a 2025 Total Recordable Incident Rate, as defined by OSHA, that was the lowest in recent Company history.
ARCHER-DANIELS-MIDLAND COMPANY
PART I
The Company’s culture is grounded in its values of integrity, respect, excellence, resourcefulness, teamwork, and responsibility. ADM has long maintained its Code of Conduct to help the Company achieve the right results, the right way. The code establishes high standards of honesty and integrity for all ADM colleagues and business partners, and sets forth specific policies to further the Company’s commitment to conducting business fairly and ethically everywhere it operates.
The following table sets forth information about the Company’s employees as of December 31, 2025.
Number of Employees by Contract and Region
| Salaried | Hourly | Part-Time | Total | ||||||||||||||||||||
| North America | 8,802 | 9,904 | 145 | 18,851 | |||||||||||||||||||
| Latin America (LATAM) | 3,836 | 5,677 | 15 | 9,528 | |||||||||||||||||||
| Europe, the Middle East, and Africa (EMEA) | 5,460 | 4,214 | 528 | 10,202 | |||||||||||||||||||
| Asia-Pacific (APAC) | 2,021 | 884 | 10 | 2,915 | |||||||||||||||||||
| Total | 20,119 | 20,679 | 698 | 41,496 |
Available Information
The Company’s website is http://www.adm.com. ADM’s annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, and amendments to those reports, are available, free of charge, through its website, as soon as reasonably practicable after electronically filing such materials with, or furnishing them to, the SEC.
References to the Company’s website address in this report are provided as a convenience and do not constitute, and should not be viewed as, an incorporation by reference of the information contained on, or available through, the website. Therefore, such information should not be considered part of this report.
ARCHER-DANIELS-MIDLAND COMPANY
PART I
Information about Our Executive Officers
Certain information with respect to executive officers of the Company as of the date of this filing is set forth below. Except as otherwise indicated, all positions are with the Company.
| Name | Titles | Age | ||||||||||||
| Juan R. Luciano | Chair of the Board of Directors since January 2016. Chief Executive Officer and President since January 2015. | 64 | ||||||||||||
| Monish Patolawala | Executive Vice President and Chief Financial Officer since August 2024. President and Chief Financial Officer of 3M Company from September 2023 to July 2024. Executive Vice President, Chief Financial and Transformation Officer of 3M from October 2021 to September 2023 and Senior Vice President and Chief Financial Officer of 3M from July 2020 to October 2021. | 56 | ||||||||||||
| Christopher M. Cuddy | Senior Vice President of the Company since May 2015. President, Carbohydrate Solutions business unit since March 2015. | 52 | ||||||||||||
| Regina B. Jones | Senior Vice President and Chief Legal Officer and Secretary since September 2023. Chief Legal Officer at Baker Hughes from April 2020 to September 2023. EVP, General Counsel and Corporate Secretary at Delek US Holdings, Inc. from May 2018 to April 2020. | 55 | ||||||||||||
| Gregory A. Morris | Senior Vice President of the Company since November 2014. President, Ag Services & Oilseeds business unit since July 2019. | 54 | ||||||||||||
| Ian Pinner | Senior Vice President of the Company since January 2020. President, Nutrition business unit and Chief Sales and Marketing Officer since November 2023. Chief Strategy and Innovation Officer from January 2020 to November 2023. President, Health and Wellness from January 2020 to March 2021. | 53 | ||||||||||||
| Jennifer L. Weber | Senior Vice President and Chief People Officer since August 2020. Executive Vice President - Human Resources at Lowe’s Companies, Inc. from March 2016 to April 2020. | 59 | ||||||||||||
| Carrie A. Nichol | Vice President and Chief Accounting Officer since March 2025. Senior Vice President, Chief Accounting Officer, and Global Process Leader at Cargill from December 2021 to February 2025. Vice President, Controller, and Chief Accounting Officer at Zimmer Biomet from October 2019 to December 2021. | 46 |
ARCHER-DANIELS-MIDLAND COMPANY
PART I
Item 1A. RISK FACTORS
The risks described below, as well as the other information contained in this Annual Report on Form 10-K, should be carefully considered. Any one or more of such risks could materially and adversely affect the Company’s business, financial condition, results of operations, and stock price and could cause actual results of operations and financial condition to vary materially from past or anticipated future results of operations and financial condition. Additional risks and uncertainties not presently known to the Company or that the Company currently believes to be immaterial may also adversely affect the Company.
Operational Risks
The Company is exposed to potential business disruption risks which could adversely affect the Company’s operating results and could result in increased expenses and liabilities.
The Company engages in manufacturing and distribution activities across numerous markets and geographies. As a result, the Company is subject to risks inherent in such activities and from time to time has experienced unplanned downtime or extensive property damage and business disruption from various events and external factors, some of which are beyond the Company’s control. These events and factors include, but are not limited to, equipment failure, raw material shortages, natural disasters, adverse weather conditions, accidents, explosions, fires, environmental events, strikes or other labor or industrial disputes, war or acts of terrorism, cybersecurity attacks, or other unexpected outages. These events could result in personal injury, loss of life, and environmental damage. In some cases, the Company is dependent on a single plant or facility to manufacture or process certain products in a geographical region or otherwise. The Company may not be able to resolve disruptions timely or effectively, and the associated liability which could result from these risks may not always be covered by or could exceed liability insurance, and any insurance proceeds may not be received for several years after an event occurrence. The impact of these events and factors has and could in the future require significant investments and expenditures to repair damaged facilities or equipment and require management attention and other resources, which has and could adversely impact the Company’s results of operations.
The Company’s operations rely on dependable and efficient transportation services, the disruption of which could result in difficulties supplying materials to the Company’s facilities and impair the Company’s ability to deliver products to its customers in a timely manner. The Company relies on access to navigable rivers and waterways in order to fulfill its transportation obligations more effectively. In addition, if certain non-agricultural commodity raw materials, such as water or certain chemicals used in the Company’s processing operations, are not available, the Company’s business could be disrupted. Any major lack of available water for use in certain of the Company’s processing operations could have a material adverse impact on operating results. Certain factors which may impact the availability of non-agricultural commodity raw materials are out of the Company’s control including, but not limited to, disruptions resulting from weather, high or low river water conditions, economic conditions, border closures, manufacturing delays or disruptions at suppliers, shortage of materials, interruption of energy supply, and unavailable or poor supplier credit conditions.
Transportation, inflationary impacts, and fluctuations in energy prices could affect the Company’s operating results.
The Company’s operating costs and the selling prices of certain finished products are sensitive to changes in energy prices, inflationary pressures, and certain logistic constraints. The Company’s processing plants are powered principally by electricity, natural gas, and coal. The Company’s transportation operations are partially dependent upon rail access, diesel fuel and other petroleum-based products, as well as on the availability and cost of ocean freight and port operations. Significant increases in the cost or access of these items, including any consequences of inflationary impacts, regulation or taxation of greenhouse gases, has and could in the future adversely affect the Company’s production costs and operating results.
Human capital availability may not be sufficient to effectively support global operations.
ADM’s global operations function with skilled individuals necessary for the processing, warehousing, and shipping of raw materials for products used in other areas of manufacturing or sold as inputs or products to third-party customers. The availability of skilled trade and production workers has been a specific focus for the manufacturing industry. The inability to properly staff manufacturing facilities with skilled trades and hourly labor due to a limited number of qualified resources could negatively impact operations.
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The Company may fail to realize the benefits of or experience delays in the execution of its strategic priorities.
As part of its broader strategy, the Company is focused on operational excellence and driving targeted cost reductions. The Company has implemented plans to improve the performance of its manufacturing and production facilities, increase operating leverage within the Nutrition segment, and reduce third party spend and selling, general, and administrative expenses. The success of these plans, and any future related plans, depend on a broad range of factors. The Company’s ability to improve its cost structure depends on reducing its manufacturing, delivery and administrative costs, as well as having cost-effective purchasing programs for raw materials, energy and related manufacturing requirements, all of which are subject to risks and uncertainties and may not be successful. The Company’s working capital requirements are directly affected by the price of global commodities, which may fluctuate significantly and change quickly. The implementation of these plans may be more difficult, costly, or time-consuming than expected, and may not result in any or all of the anticipated benefits, which could adversely affect the Company’s business, results of operations and financial condition.
In addition, ADM proactively reviews its portfolio of businesses to identify opportunities to simplify and optimize its portfolio and enhance shareholder value. As a result, from time to time, the Company seeks to divest certain of its assets or businesses by selling them or entering into joint ventures. The Company’s ability to successfully complete a divestiture or joint venture transaction will depend on, among other things, its ability to identify buyers or joint venture partners that are prepared to acquire and successfully operate such assets or businesses on acceptable terms, and on the Company's ability to adjust and optimize its retained businesses following the divestiture. These transactions may involve unanticipated delays, costs, and other problems, and senior management may be required to divert attention away from other aspects of ADM’s businesses to address these problems.
The Company is also focused on organic and inorganic growth and its success in achieving growth could be adversely affected by a broad range of risks that could result in increased costs, decreased revenues, and delayed synergies. ADM’s growth also depends in part on innovation in products, processes and services. The Company’s ability to realize the anticipated benefits of its R&D efforts and other investments depends on a variety of factors, and may not result in new products and services at a rate or of a quality sufficient to gain market acceptance. In addition, the markets for these products may not develop or grow as the Company anticipates. Growth in new geographies outside the U.S. can expose the Company to volatile economic, political, and regulatory risks that may negatively impact its operations and ability to achieve its growth strategy. Expanding businesses where the Company has limited presence may expose the Company to risks related to the inability to identify an appropriate partner or target and favorable terms, inability to retain/hire strategic talent, or integration risks that may require significant management resources that would have otherwise been available for ongoing growth or operational initiatives.
Acquisitions may involve unanticipated delays, costs, and other problems. Due diligence performed prior to an acquisition may not identify a material liability or issue that could impact the Company’s reputation or adversely its affect results of operations resulting in a reduction of the anticipated acquisition benefits or an increase in unexpected liabilities. Additionally, acquisitions may involve integration risks such as: internal control effectiveness, system integration risks, the risk of impairment charges related to goodwill and other intangibles, ability to retain acquired employees, and other unanticipated risks. The Company may fail to realize the operational or financial benefits expected from acquisitions, which may impact the Company’s growth strategy.
The Company has limited control over, may not realize the expected benefits of, and may be required to write down, its equity investments and joint ventures, and may not be able to monetize the investments at an attractive value when the Company decides to exit the investments.
The Company has invested in or advanced funds to joint ventures and investments over which the Company has limited control as to governance and management activities (see Part II. Item 8. Note 8. Investments in and Advances to Affiliates for investment balances and related net sales amounts). Risks related to these investments may include: the financial strength of the investment partner; loss of revenues and cash flows, and related gross profit, to the investment partner; the inability to implement beneficial management strategies, including risk management and compliance monitoring, with respect to the investment’s activities; the risk that the Company may not be able to resolve disputes with the partners; the continued fit of such investments relative to the Company’s strategies; and the risk that the Company may not realize the operational or financial benefits expected from the investment. The Company may encounter unanticipated operating issues, financial results, or compliance and reputational risks related to these investments.
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The Company faces risks related to health epidemics, pandemics, and similar outbreaks.
The Company could be materially impacted in the future if a health epidemic, pandemic, or similar outbreak would arise causing severe disruptions. In such circumstances, ADM may be unable to perform fully on its contractual obligations, critical global supply chain and logistical networks may be affected, and costs and working capital needs may increase. These cost increases may not be fully recoverable or adequately covered by insurance. In addition, demand for certain products that ADM produces, particularly biofuels and ingredients that go into food and beverages that support the food services channels, could be materially impacted from a prolonged regional or global outbreak, leading to government-imposed lockdowns, quarantines, or other restrictions.
Geopolitical Risks
The Company faces risks related to international conflicts, acts of terrorism, war, other geopolitical events, such as the ongoing Russia-Ukraine conflict, maritime piracy, and other economic disruptions.
ADM’s assets and operations could be subject to extensive property damage, business disruption, loss in value, nationalization, and expropriation as a result of geopolitical conflicts, acts of terrorism (e.g. purposeful adulteration of the Company’s products), war, and piracy, as well as any sanctions or embargoes resulting from these events. These events can disrupt trade flows, damage infrastructure, limit access to raw materials, reduce customer demand, or impede the Company’s ability to operate facilities or move product. They also may trigger macroeconomic volatility, including fluctuations in commodity prices, interest rates, and foreign exchange rates, which can negatively affect margins, inventory values, and hedging positions. Further, compliance with rapidly evolving sanction regimes may require operational adjustments and could increase the risk of inadvertent violations.
For example, ADM’s assets and operations located in the region affected by the conflict between Russia and Ukraine are at an increased risk of property damage, inventory loss, business disruption, and expropriation. The Black Sea region is a major exporter of wheat and corn to the world, and the disruption of supply may continue to cause volatility in volumes, prices, and margins of these commodities and related products. Further, there is a risk that ADM and its related parties could trade with a sanctioned partner due to the number of sanctions taken against Russia. The Company could be materially impacted if, in the worst-case scenario, the conflict in Ukraine advances to other countries.
Trade receivables may be at risk of higher defaults, and other third-party risks could affect ADM’s ability to obtain inputs if suppliers are unable to perform or face insolvency, as certain supplies may not be attainable due to sanctions and/or restrictions on cross-border payment transactions. As the Company continues to monitor geopolitical developments, shipping routes are adjusted accordingly as increased use of technology, including drones, has provided pirates with enhanced capabilities to identify and target vessels. Most attacks on ships in high-risk areas result in boarding, which poses significant safety and security risks to crew and cargo. Piracy and related maritime threats could negatively impact the Company. Crew extractions, potential ransom payments, lease obligations, and expenses related to rerouting vessels to circumvent high-risk areas may result in financial loss. Furthermore, disruptions in shipping schedules may be impacted for an extensive period. In these circumstances, trade policies and the Company’s critical global supply chain and logistical networks could be affected, impairing the Company’s ability to satisfy contractual obligations, and impacting working capital requirements. Insurance may not adequately cover these risks. In addition, provisions for certain products that ADM produces, particularly those that support the food services channels, could be materially impacted.
Geopolitical risks could disrupt global markets and negatively impact the Company’s business and financial results.
The Company is subject to geopolitical, economic and other risks of doing business globally. The Company’s operating results could be affected by political instability and by changes in monetary, fiscal, trade, and environmental policies, laws, regulations, and acquisition approval schemes, creating risks including, but not limited to: changes in a country’s or region’s economic or political conditions; burdensome local labor conditions and regulations, and safety and environmental regulations; reduced protection of intellectual property rights; changes in the regulatory or legal environment; restrictions on currency exchange activities; currency exchange fluctuations; burdensome taxes and trade tariffs; limited enforceability of legal agreements and judgments; adverse tax audit assessments, administrative agency or judicial outcomes; and regulation or taxation of greenhouse gases. International risks and uncertainties, including changing social and economic conditions as well as terrorism, political hostilities, and war, could limit the Company’s ability to transact business in these markets.
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The Company has historically benefited from the free flow of agricultural and food and feed ingredient products from the U.S. and other sources to markets around the world. Increases in tariff and restrictive trade policies around the world has, and could, negatively impact the Company’s ability to enter certain markets or the price of products may become less competitive in those markets. For example, the Company’s results of operations were impacted by changes in and uncertainty relating to global trade and tariffs in 2025, and the resulting trade flow disruptions, such as U.S. soybean trade with China, as well as the deferral of U.S. biofuel policy with respect to renewable volume obligations (RVO), and the resulting uncertainty which impacted demand for soybean oil and other feedstocks.
Environmental, Social, and Governance Risks
The Company is subject to a wide range of food safety and quality, manufacturing and labeling, occupational health and safety, environmental, and other regulatory requirements which may expose the Company to certain regulatory or reputational risks.
The Company’s business depends on the quality and safety of the agricultural commodities, ingredients, food, feed, nutritional products, and other products it sources, manufactures, processes, stores, transports, and sells. As a result, the Company is exposed to a wide range of food quality and safety risks. ADM must comply with U.S. and non-U.S. federal, state, and local regulations on food safety, quality, manufacturing and labeling. Certain of the Company’s products may require regulatory approvals, pre‑market notifications, or ongoing compliance with evolving or uncertain regulatory frameworks in multiple jurisdictions. Further, regulatory scrutiny and standards in the food, feed, and nutrition sectors continue to evolve, such as the ongoing review by regulatory authorities in the EU and other jurisdictions of the safety and permitted uses of specified chemicals. Any failure to comply with applicable laws and regulations or changes in regulatory interpretations, standards, or enforcement priorities could restrict the Company’s ability to manufacture, market, or sell certain products, increase compliance costs, or require product reformulation or withdrawal from certain markets, and could subject ADM to substantial fines, administrative sanctions, criminal penalties, litigation, and other liabilities, as well as damage to its reputation. The Company’s liability which could result from noncompliance and other risks may not be covered by, or could exceed liability insurance related to product liability and food safety matters.
The Company also is subject to extensive U.S. and non-U.S. federal, state, and local occupational health and safety, environmental and other regulatory requirements. Any failure to comply with applicable laws and regulations may subject ADM to substantial fines, administrative sanctions, criminal penalties, revocations of operating permits and/or shutdowns of its facilities, litigation, and other liabilities, as well as damage to its reputation. Further, ADM may be subject to environmental liabilities for past operations at current facilities and in some cases to liabilities for past operations at facilities that it no longer owns, operates or uses. The Company may also be subject to liabilities for operations of acquired companies. The Company’s operational activities can also result in serious accidents that could result in personal injuries, facility shutdowns, reputational harm to our business and/or require the expenditure of significant amounts to remediate safety issues or repair damaged facilities.
The Company is subject to various evolving regulations related to ESG matters which impacts the Company’s business and strategies, and could adversely affect its reputation, business and results of operations.
The Company is subject to various evolving, and sometimes inconsistent, United States federal, state, local and non-U.S. regulations related to ESG matters, including regulations related to the production of greenhouse gas (GHG) emissions. Some of these regulations establish specific metrics, targets, and disclosure frameworks for a variety of ESG issues, including environmental sustainability, supply chain labor practices, deforestation, workforce health and safety, proper handling of chemicals or materials, among others. Compliance with these changing and sometimes divergent ESG laws in a timely manner could, among other things, increase raw material, administrative, compliance or other costs, require the Company to make changes to its business operations or strategies, or require the Company to make additional investments in its facilities or equipment. Further, it is difficult to predict the potential impact and timing of any new or additional legislation, regulations or agreements related to climate change or other ESG matters.
The Company has programs and policies in place that are aimed at expanding responsible practices while reducing its environmental footprint. The Company has also established ESG related goals and objectives. The Company may be required to make investments and incur costs to implement these programs and policies that are significant or higher than anticipated,
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ADM may not be able to achieve the goals and objectives, and ADM may not realize, on a timely basis or at all, the anticipated benefits of these investments and actions, any of which could adversely impact the Company’s reputation and business.
The Company’s carbon capture and storage (CCS) operations, through which ADM is able to capture and store CO2, are also subject to potential risks and uncertainties, including complying with complex and evolving regulations, obtaining and maintaining permits and regulatory approvals, and managing operational challenges, which could have an adverse effect on its reputation, business and results of operations. ADM is currently diversifying and scaling its CCS operations to capture and store greater amounts of CO2, which may not be successful and are subject to similar risks and uncertainties.
The Company’s goals and stakeholder expectations relating to ESG-related matters and sustainable practices may expose the Company to increased costs, reputational harm and other risks.
The Company has established and publicly announced certain goals and strategies related to sustainable practices and other ESG-related issues, which may be refined in the future. The execution of the Company’s strategy to achieve these goals is subject to risks and uncertainties, many of which may be outside of ADM’s control and may prove to be more costly than anticipated. Any failure, or perceived failure, to achieve these goals or the setting or publication of certain goals or objectives could damage the Company’s reputation or may expose the Company to regulatory risks. Additionally, recent changes to governmental and investor perspectives on ESG matters could affect the Company's ability to pursue its sustainability and ESG-related goals and the Company may face criticism as a result of ‘anti-ESG’ sentiment among certain stakeholders, which may adversely impact the Company’s reputation, business, cash flows, and results of operations.
Financial Risks
Limitations on access to external financing could adversely affect the Company’s operating results due to its capital-intensive nature.
The Company requires significant capital, including continuing access to credit markets, to operate its current business and fund its growth strategy. The Company’s working capital requirements, including margin requirements on open positions on futures exchanges, are directly affected by the price of agricultural commodities, which may fluctuate significantly and change quickly. The Company also requires substantial capital to maintain and upgrade its extensive network of storage facilities, processing plants, refineries, mills, ports, transportation assets, and other facilities to keep pace with competitive developments, technological advances, regulations, and changing safety standards in the industry. Moreover, the expansion of the Company’s business and pursuit of acquisitions or other business opportunities may require significant amounts of capital. Access to credit markets and pricing of the Company’s capital is dependent upon maintaining sufficient credit ratings from credit rating agencies. Strong credit ratings allow the Company to access cost-competitive tier one commercial paper markets. As of December 31, 2025, the three major credit rating agencies maintained the Company’s credit ratings at investment grade levels with a negative outlook. Further watches, reviews or downgrades could occur. If the Company is unable to maintain sufficiently high credit ratings, access to these commercial paper and other debt markets and costs of borrowings could be adversely affected. If the Company is unable to generate sufficient cash flow or maintain access to adequate external financing, including as a result of significant disruptions in the global credit markets, it could restrict the Company’s current operations and its growth opportunities.
Strategic and Economic Risks
Agricultural commodities, agricultural commodity products, and non-agricultural commodity raw materials the Company procures, transports, stores, processes, and merchandises can be affected by various factors beyond the Company’s control.
The availability and prices of agricultural commodities are subject to wide fluctuations, including impacts from factors outside the Company’s control such as changes in market conditions, weather conditions, crop disease, plantings, government programs and policies, including global trade, renewable energy/biofuel policies and other regulatory considerations, climate change, competition, and changes in global demand, which could adversely affect the Company’s operating results. Additionally, the Company depends globally on agricultural producers to ensure an adequate supply of the agricultural commodities.
Reduced supply of agricultural commodities and rising costs of non-agricultural commodity raw materials could adversely affect the Company’s profitability by increasing the cost of raw materials and/or limiting the Company’s ability to procure, transport, store, process, and merchandise agricultural commodities and products in an efficient manner. High and volatile
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commodity and non-agricultural commodity prices can place more pressures on short-term working capital funding. Conversely, if supplies are abundant and crop production globally outpaces demand for more than one or two crop cycles, price volatility is somewhat diminished. This could result in reduced operating results due to the lack of supply chain dislocations and reduced market spread and basis opportunities.
The Company has certain finished products, such as ethanol and biodiesel, which are closely related to, or may be substituted for, petroleum products, or in the case of ethanol, blended into gasoline to increase octane content. Therefore, the selling prices of ethanol and biodiesel can be impacted by the selling prices of gasoline, diesel fuel, and other octane enhancers. A significant decrease in the price of gasoline, diesel fuel, or other octane enhancers could result in a significant decrease in the selling price of the Company’s ethanol and biodiesel. The Company may use derivative contracts as anticipatory hedges for both purchases and sales of commodities to protect itself in the near term against price changes and to protect and maximize processing margins, but there can be no assurance that any derivative contracts entered into by the Company will have those effects.
The Company is subject to risks relating to global and regional economic downturns, which could adversely affect the Company’s operating results.
A significant downturn in the global economy could lead to reduced demand for agricultural commodities and food products, which could adversely affect the Company’s business and results of operations. Beyond the United States, the Company has significant operations in both developed areas and emerging market areas. One of the Company’s strategies is to expand the global reach of its core model, which may include expanding or developing its business in emerging market areas. Both developed and emerging market areas are subject to impacts of economic downturns, including decreased demand for the Company’s products, and reduced availability of credit, or declining credit quality of the Company’s suppliers, customers, and other counterparties. In addition, emerging market areas could be subject to more volatile operating conditions including, but not limited to, logistics limitations or delays, labor-related challenges, epidemic outbreaks and economic recovery, limitations or regulations affecting trade flows, local currency concerns, and other economic and political instability. Political fiscal instability could generate intrusive regulations in emerging markets, potentially creating unanticipated assessments of taxes, fees, increased risks of corruption, etc. Economic downturns and volatile market conditions could adversely affect the Company’s operating results and ability to execute its long-term business strategies.
The Company has significant competition in the markets in which it operates and is subject to industry-specific risks which could adversely affect the Company’s operating results.
The Company faces significant competition in each of its businesses and has numerous competitors, who can be different depending upon each of the business segments in which it participates. Competition impacts the Company’s ability to generate and increase its gross profit as a result of the following factors:
–Pricing of the Company’s products is partly dependent upon industry processing capacity, which is impacted by competitor actions to bring idled capacity on-line, build new production capacity or execute aggressive consolidation;
–Many of the products bought and sold by the Company are global commodities or are derived from global commodities that are highly price competitive and, in many cases, subject to substitution;
–Significant changes in exchange rates of foreign currencies versus the U.S. dollar, particularly the currencies of major crop growing countries, could also make goods and products of these countries more competitive than U.S. products;
–Improved yields in different crop growing regions may reduce the reliance on origination territories in which the Company has a significant presence; and
–Continued merger and acquisition activities resulting in further consolidations could result in greater cost competitiveness and global scale of certain players in the industry, especially when acquirers are state-owned and have profit and return objectives that may differ from private sector enterprises.
In addition, the competitive dynamics of the Company’s markets are subject to geopolitical and related risks, including the governments of countries and regions working with ADM's competitors to address trade flow restrictions or develop their own local or regional capacity.
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The Company competes for the acquisition of inputs such as raw materials, transportation services, and other materials and supplies, as well as for workforce and talent. The Company is also subject to industry-specific risks which include but are not limited to: launch of new products by other industries that can replace the functionalities of the Company’s production; shifting consumer preferences; and product safety and quality. For example, changes in consumer health or dietary preferences could reduce demand for food products that contain sweeteners, such as high fructose corn syrup, edible oils, genetically modified products, and/or other processed ingredients, which could negatively impact our sales and profitability.
In the case of the Nutrition business, while maintaining efficient and cost-effective operations are important, the ability to drive innovation and develop quality nutritional and wellness solutions for human and animal needs are key factors to remain competitive in the nutrition market. Certain of the Company’s merchandised commodities and finished products are used as ingredients in livestock and poultry feed. The Company is subject to risks associated with economic, product quality, feed safety or other factors which may adversely affect the livestock and poultry businesses, including the outbreak of disease in livestock and poultry, for example African swine fever, which could adversely affect demand for the Company’s products used as ingredients in feed. In addition, ADM’s investment in the flavors and ingredients businesses exposes the Company to risks related to innovation, adaptation, and product claims to meet the changing requirements of its customers.
The Company’s risk management strategies may not be effective.
The Company has a Chief Risk Officer who oversees the Enterprise Risk Management (ERM) Program and regularly reports to the Board of Directors through the Audit Committee, which assists the Board in its oversight of the Company's ERM program, on the myriad of risks facing the Company and the Company’s strategies for mitigating those risks. The Company’s business is affected by, among other things, geopolitical and market risks, including fluctuations in agricultural commodity cash prices and derivative prices, transportation costs, energy prices, interest rates, foreign currency exchange rates, and equity markets, as well as operational and other disruptions, and compliance and regulatory exposures. The Company’s risk management efforts may not be successful at detecting a significant risk exposure, and such exposure could adversely affect the Company’s operating results.
Regulatory Risks
The Company is subject to numerous laws, regulations, and mandates globally which could adversely affect the Company’s operating results and forward strategy.
The Company does business globally, connecting crops and markets in over 180 countries, and is required to comply with laws and regulations administered by the United States federal government as well as state, local, and non-U.S. governmental authorities in numerous areas including: accounting and income taxes, anti-corruption, anti-bribery, global trade, trade sanctions, privacy and security, environmental, product compliance and safety, and handling and production of regulated substances. Any failure of the Company to comply with these laws and regulations could impact the Company’s reputation, subject the Company to significant liabilities, and adversely affect the Company’s business, results of operations and financial condition, as well as its overall strategy.
Risks relating to regulations specifically affecting the agricultural sector and related industries, as well as those that affect the Company’s other business and practices, could adversely affect the Company’s business, reputation and operating results.
Agricultural production and trade flows are subject to government policies, mandates, regulations, and trade agreements, including taxes and tax credits, tariffs, duties, subsidies, incentives, foreign exchange rates, and import and export restrictions, including policies related to genetically modified organisms, traceability standards, sustainable practices, product safety and labeling, renewable fuels, low carbon fuel mandates, and technology related to energy production and/or emissions reductions. These policies can influence the planting of certain crops; the location and size of crop production; whether unprocessed or processed commodity products are traded; the volume and types of imports and exports; the availability and competitiveness of feedstocks as raw materials; the viability and volume of production of certain of the Company’s products; and industry profitability. For example, changes in government policies, tax credits, and/or regulation of ethanol and biodiesel, including, but not limited to, the Clean Fuels Production Tax Credit and the related "45Z" tax credit and the Renewable Fuel Standard under the Energy Independence and Security Act of 2007 in the United States, including the treatment of small refinery exemptions, can have an impact on the Company’s operating results. In particular, the Company's ability to generate significant 45Z tax credits relating to its CCS operations and other initiatives, is subject to risks and uncertainties, including CCS regulatory and
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operational challenges, and 45Z tax credit process and compliance risks, and could have an adverse effect on its reputation, business, and results of operations. International trade regulations can adversely affect agricultural commodity trade flows by limiting or disrupting trade between countries or regions. Further, government regulations and/or policies relating to the type of fats, sugars, and grains consumed, as well as changes in customer preferences, can also negatively impact demand for the Company’s ingredients and/or products.
The Company is also subject to certain additional financial and commodities market and insurance-related regulations due to its futures commission merchant business, agricultural commodity risk management practices, and captive insurance provider. These regulations include customer protection, capital and financial responsibility requirements, transaction reporting, risk-management practices, margin and collateral standards, anti-money-laundering and sanctions compliance, and other requirements, such as those imposed by Commodity Futures Trading Commission regulations, the Dodd-Frank Act, Consumer Protection Act, and the European Market Infrastructure Regulation. These requirements are complex, evolving and differ in respects from the regulatory requirements to which the Company's other businesses are subject. Any failure of the Company to comply with these laws and regulations could impact the Company's reputation, and adversely affect the Company’s futures commission merchant business and its agricultural commodity risk management practices, or captive insurance provider. Future government policies may adversely affect the supply of, demand for, and prices of the Company’s products; adversely affect the Company’s ability to deploy adequate hedging programs; restrict the Company’s ability to do business in its existing and target markets; and adversely affect the Company’s revenues and operating results.
The Company’s strategy involves expanding the volume and diversity of crops it merchandises and processes, expanding the global reach of its core model, expanding its value-added product portfolio, and expanding the sustainable agriculture programs and partnerships in which it participates. Government policies including, but not limited to, antitrust and competition law, trade restrictions, food safety regulations, sustainability requirements, and traceability, can impact the Company’s ability to successfully execute this aspect of its strategy. Certain compliance and other risks to the Company may be heightened in emerging markets.
Changes in tax laws or exposure to additional tax liabilities could have a material impact on the Company’s financial condition and results of operations.
The Company is subject to income taxes as well as non-income taxes in various jurisdictions throughout the world. ADM’s effective tax rates could be adversely affected by changes in the mix of earnings by jurisdiction, changes in tax laws, tax rate changes in the valuation of deferred tax assets and liabilities and material adjustments from tax audits. The Company frequently faces challenges from U.S. and foreign tax authorities regarding the amount of taxes due including questions regarding the timing, amount of deductions, the allocation of income among various tax jurisdictions. The outcomes of these challenges could have a material impact on the Company’s results of operations and financial condition in the periods in which they are recognized.
Further, legislatures and taxing authorities in many jurisdictions in which ADM operates may enact changes to their tax rules. The U.S. One Big Beautiful Bill Act ("OBBBA"), which includes significant changes to corporate tax rules, deductions, expensing, and international tax provisions, may affect the Company’s tax position, the timing and amount of deductible expenditures, and the application of credits and incentives. The Organization for Economic Cooperation and Development (the “OECD”), the European Union, and other countries (including countries in which the Company operates) have enacted substantial changes to numerous long-standing tax principles impacting how large multinational enterprises are taxed. In particular, the OECD’s Pillar Two initiative introduced a 15% global minimum tax applied on a country-by-country basis. The U.S., under the current Administration, has opposed the adoption of Pillar Two and other OECD initiatives. While the OECD has reached an agreement with the G7 to exempt U.S. multinationals from certain impacts and it introduced certain related safe harbors, the ultimate impact on the Company remains uncertain due to whether all countries immediately adopt the safe harbors and whether certain Pillar Two reporting obligations remain applicable. Each country must enact the changes to their local laws in order for the rules to go in effect. The implementation of Pillar Two will result in additional mandatory disclosures, which will likely cause additional scrutiny of the Company's tax positions and potentially increased tax assessments.
Changes in administration or shifts in legislative priorities may lead to alterations in the U.S. tax code or may potentially influence the global tax landscape and the Company's compliance requirements related to tariffs and sanctions.
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Technological Risks
The Company’s inability to successfully upgrade its information and operational technology systems could have a material and adverse effect on the Company’s business, financial condition, and operational results**.**
The Company is currently upgrading its technology platforms, including certain ERP systems, with these upgrades expected to occur in phases over the next several years. These upgrades include making changes to legacy systems or acquiring new systems with new functionality, and building new policies, procedures, training programs and monitoring tools. ADM has recently refined its digital strategy and is pivoting away from large global implementations and directing resources to prioritize regional, more agile projects. While the Company expects that this recent pivot will expedite certain upgrades and enhance capabilities cost effectively, there can be no assurance that this approach will yield the expected benefits on a timely basis or at all, or that the Company will not continue to evolve its approach over time. Further, these projects may involve unanticipated delays, costs, and other problems. The Company’s efforts have required and will continue to require significant investments of human and financial resources. The Company’s strategy for pursuing these upgrades and implementations will likely evolve over time and may increase the time or expense involved in completing these projects.
In implementing system upgrades, the Company may experience significant increases to inherent costs and risks associated with changing and acquiring these systems, policies, procedures and monitoring tools, including capital expenditures, additional operating expenses, demands on management time and other risks and costs of delays or difficulties in transitioning to or integrating new systems policies, procedures, or monitoring tools into its current systems. Any significant disruption or deficiency in the design and implementation of any of these systems may adversely affect the Company’s ability to operate its business, or to maintain effective disclosure controls and internal control over financial reporting. These implementations, modifications and upgrades may not result in productivity improvements at a level that outweighs the costs of implementation, or at all. In addition, difficulties with implementing new technology systems, such as ERPs, delays in the Company’s timeline for planned improvements, significant system failures or the Company’s inability to successfully modify its technology systems, policies, procedures or monitoring tools to respond to changes in its business needs in the past have caused and in the future may cause disruptions in the Company’s business operations, increase security risks, including the risk of cybersecurity breaches, and may have a material and adverse effect on the Company’s business, financial condition and results of operations.
Information and operational technology systems are subject to interruptions or failures which may affect the Company’s ability to conduct its business.
The Company’s operations rely on certain key technology systems, some of which are dependent on services provided by third parties, to provide critical data connectivity, information, and services for internal and external users. These interactions include, but are not limited to: ordering and managing materials from suppliers; risk management activities; converting raw materials to finished products; inventory management; shipping products to customers; processing transactions; summarizing and reporting financial results of operations; human resources benefits and payroll management; and complying with regulatory, legal or tax requirements. Additionally, a significant portion of the Company’s technology environment used to support significant business functions consists of legacy systems, some of which were implemented many years ago, are highly customized, or are integrated with newer technologies. The instability of aging legacy systems could diminish performance and elevate the risk of system failures, reduce compatibility with modern software, and impact growth initiatives.
The Company’s systems, processes, and sites are subject to cybersecurity and other incidents, which could expose the Company to operational and various regulatory risks.
Like other large multi-national corporations, the Company and third parties with which the Company conducts business are subject to a wide range of cybersecurity risks relating to their systems and data. The Company and these third parties regularly experience cyber-attacks and incidents, some of which (including email phishing attacks on email systems) have adversely impacted the Company, and the Company expects to continue to be subject to such attacks. These attacks may include phishing, state-sponsored cyber-attacks, industrial espionage, insider threats, computer denial-of-service attacks, computer viruses, ransomware and other malware, payment fraud or other cyber incidents. Increased IT security and social engineering threats and more sophisticated computer crime, including advanced persistent threats, pose a potential risk to the security of the Company’s technology systems, networks, and services, as well as the confidentiality, availability, and integrity of the Company’s third-party data. The Company is subject to a variety of laws and regulations in the United States and other jurisdictions regarding artificial intelligence (AI), privacy, data protection, and data security, including those related to the
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PART I
collection, storage, handling, use, disclosure, transfer, and security of personal data. Compliance with and interpretation of various data privacy regulations continue to evolve, and any violation could subject the Company to legal claims, regulatory penalties, and damage to its reputation.
If the Company’s systems are breached, damaged, or cease to function properly due to any number of causes, such as catastrophic events, power outages, security breaches, or cyber-based attacks, and the Company’s recovery efforts do not effectively mitigate the risks on a timely basis, the Company may suffer significant interruptions in its ability to manage its operations, loss of valuable data, actual or threatened legal actions, and damage to its reputation, which may adversely impact the Company’s revenues, operating results, and financial condition.
The Company is subject to various technical, legal, and opportunistic-related risks relating to use of artificial intelligence and other emerging digital technologies.
The Company continues to focus on leveraging digital technologies, including artificial intelligence (“AI”) and advanced analytics across its operations. The effective design, deployment, governance and oversight of these technologies involve risks and uncertainties that could adversely affect the Company’s business, reputation, financial condition and results of operations. The Company’s ability to realize the anticipated benefits of AI initiatives depends on a number of factors, many of which are outside of its control.
AI systems rely heavily on vast amounts of data, so they require significant investments in data infrastructure, high‑quality data inputs, skilled personnel, cybersecurity safeguards, and ongoing monitoring. If not managed and protected properly, AI systems could heighten risks for data breaches, cybersecurity incidents, model manipulation, or the unauthorized use or disclosure of confidential, proprietary or personal information. AI technology is evolving rapidly with governments and regulatory bodies around the world continuing to introduce new requirements, guidelines, and frameworks related to the responsible use of AI. Compliance with these emerging and changing regulations may require ADM to incur substantial costs and make changes to its business practices and complex adjustments to its AI systems. Furthermore, legal challenges related to intellectual property, liability for AI-driven decisions, and potential misuse of AI present significant risks.
AI systems may fail to perform as expected under certain conditions or become vulnerable to adversarial attacks that manipulate the AI’s output. As AI becomes more integrated into the Company’s operations, the risks of system failure or malfunction increase, which could disrupt business processes. The rapid pace of AI development requires specialized talent and resources to design, implement, and maintain AI systems. The shortage of skilled AI professionals presents a risk to the Company’s ability to effectively develop and leverage AI technologies. Additionally, the complexity of AI systems demands continuous investment, which could strain resources and impact other areas of the business.
Further, the Company’s investments in AI may not achieve expected returns, may take longer than anticipated to generate value, if at all, or may become obsolete due to rapid technological change. In addition, ADM may be adversely affected if it fails to keep pace with the adoption and effective use of AI technologies by its competitors and other industry participants.
Other Risks
The Company is involved in a number of legal proceedings that may result in adverse outcomes.
The Company is involved in a number of legal proceedings that arise from time to time. The outcome of these proceedings is subject to inherent uncertainties. The actual costs to be incurred depend upon many unknown factors and the outcome of some of these proceedings and other contingencies could adversely affect the Company’s operations or could result in excessive adverse verdicts, fines, or results. Additionally, as the Company has seen in the past, involvement in such lawsuits, investigations and inquiries, and other proceedings, as well as compliance with any settlements or consent decrees that result from those proceedings, could divert management’s attention and resources from other matters, impact the reputation of the Company, and may have a material adverse effect on the Company’s business, financial position or operating results.
For more information regarding pending legal proceedings, please see Part I, Item 3, Legal Proceedings and Part II, Item 8, Note 20, Legal Proceedings.
ARCHER-DANIELS-MIDLAND COMPANY
PART I
Negative publicity has in the past and in the future may adversely affect the Company and the market price of its common stock**.**
The Company has at times in the past been subject to negative publicity and may in the future face negative publicity. Negative publicity and unfavorable perceptions of the Company have caused and could in the future cause significant declines in the price of the Company’s common stock. Negative publicity can also impact the terms under which some customers and suppliers are willing to continue to do business with the Company and affect the Company’s financial performance or financial condition. In addition, negative publicity or unfavorable perceptions make it more difficult for the Company and its employees to operate, resulting in reduced morale, a potential increase in employee turnover, and difficulty attracting talent. As a result, any new or ongoing negative publicity could have a material adverse effect on the Company’s business, results of operations and financial condition, and the market price of the Company's common stock.
Item 1B. UNRESOLVED STAFF COMMENTS
The Company has no unresolved staff comments.
Item 1C. CYBERSECURITY
Risk Management and Strategy
The Company faces significant and persistent cybersecurity risks due to: the breadth of geographies, networks, and systems ADM must defend against cybersecurity attacks, such as exploitation of vulnerabilities, ransomware, denial of service, supply chain attacks, or other similar threats; the attractiveness of the Company’s systems and processes to threat actors (including state-sponsored organizations) seeking to inflict harm on ADM or its customers; the substantial level of harm that could occur to the Company and its customers in case of a material cybersecurity incident; and ADM’s use of third-party products, services and components. ADM is committed to supporting the governance and oversight of cybersecurity risks and to implementing mechanisms, controls, technologies, and processes designed to help the Company assess, identify, and manage these risks.
To date, the Company has not identified risks from cybersecurity threats, including as a result of previous cybersecurity incidents, that have materially affected or are reasonably likely to materially affect the Company, including its business strategy, results of operations, or financial condition. However, the Company is subject to ongoing risks from cybersecurity threats that could materially affect the Company, including its business strategy, results of operations, or financial condition, as further described in Item 1A. Risk Factors.
Cybersecurity risks are included in the risk universe that the Company’s Enterprise Risk Management (ERM) function evaluates, with input from information security subject matter experts at the Company, to assess top risks to the enterprise. The ERM process provides input into our strategic planning process, such as development of action plans to address and mitigate identified risks. Integrating cybersecurity risk into the overall ERM process in this manner assists the Company in identifying, assessing, and managing material cybersecurity risks.
The Company has a dedicated cybersecurity team that collaborates with compliance, privacy, legal, and other teams across the global organization to assess the risk landscape. ADM’s cybersecurity program is designed to be aligned with applicable industry standards and is assessed regularly by independent third-party auditors. The multifaceted nature of the Company’s cybersecurity measures includes aspects of prevention, detection, and response capabilities, employee training programs, threat intelligence monitoring, and the implementation of an array of technologies. The Company has established processes to oversee and identify cybersecurity risks associated with the use of third-party service providers, which include the completion of due diligence before engaging with any third party, controls for response to mitigate any significant risks, and assessments and reviews during the course of the relationship. Additionally, the Company has ongoing partnerships with government and commercial cybersecurity experts to understand emerging cybersecurity threats.
ARCHER-DANIELS-MIDLAND COMPANY
PART I
The Company has seen an increase in cyberattack volume, frequency, and sophistication. ADM seeks to detect and investigate unauthorized attempts and attacks against its network, products, and services, and to prevent their occurrence and recurrence where practicable through changes or updates to the Company’s internal processes and tools; however, ADM remains potentially vulnerable to known or unknown threats. The Company’s cyber incident response plan includes an escalation process if a cybersecurity incident meets specific rating criteria to trigger swift and effective action designed to minimize potential disruptions and protect the integrity of our operations. The Company also conducts periodic cybersecurity scenarios with senior management to enhance preparedness.
Governance
The Board of Directors has oversight of cybersecurity risk as part of the ERM program. The Board of Directors is assisted by the Sustainability and Technology Committee, which regularly reviews the cybersecurity program with management and reports to the Board of Directors. The Board is also assisted by the Audit Committee in its oversight of the Company's ERM program. Cybersecurity reviews by the Sustainability and Technology Committee or the Board of Directors generally occur quarterly, or more frequently as determined to be necessary or advisable. In recent years, the Board added a director who had previously served as the Chief Information Officer for a large public company with complex information security requirements to enhance the Board's and Sustainability and Technology Committee's oversight of cybersecurity risks.
The Company’s cybersecurity program is led by the Chief Information Security Officer (CISO), who reports to the Senior Vice President and Chief Information and Digital Officer (CIDO). The CISO monitors the Company's prevention, detection, mitigation, and remediation efforts through regular communication and reporting from professionals in the information security team, many of whom hold cybersecurity certifications in Information Systems Security or Information Security Management, and through the use of technological tools and software and results from third party audits. Additionally, the CISO directs the Company's Global Information and Cyber Security Council (the “Council”), which includes representatives from key functions such as global technology, compliance, privacy, controlling, operations, security, automation, ERM, and internal audit. The Council promotes alignment and communication of new and ongoing cybersecurity prevention techniques and provides a forum for staying current on the latest cybersecurity threats. The CISO and CIDO report information about such risks to the Board of Directors, the Sustainability and Technology Committee, or the Audit Committee during the regular cybersecurity reviews.
The CISO and CIDO have extensive experience assessing and managing cybersecurity programs and cybersecurity risk. The CISO has served in that position since 2018 and was previously the Vice President, Head of Enterprise Security, Americas at Worldpay and a Security Principal/Strategist for Hewlett Packard Enterprises for a combined 20 years of cybersecurity experience. The CIDO joined the Company effective January 14, 2026, replacing the Company's former Chief Technology Officer. Prior to joining ADM, the CIDO served as the Chief Information Technology and Data Officer for the Americas & Global Sales Technology at Danone for approximately six years, and, prior to Danone, held senior IT and data leadership roles at Gillette, Procter & Gamble and Nike since 2007. Through these roles, the CIDO has extensive experience overseeing, managing, and working on cybersecurity programs.
ARCHER-DANIELS-MIDLAND COMPANY
PART I
Item 2. PROPERTIES
A majority of the Company’s operations are such that most products are efficiently processed near the source of raw materials. Consequently, the Company has many plants strategically located in agricultural commodity producing areas.
The Company owns 147 warehouses and terminals primarily used as bulk storage facilities and has 71 innovation centers. Processing plants and procurement facilities owned or leased by unconsolidated affiliates are not included in the tables below.
The daily capacities of the processing facilities and the storage capacities of the procurement facilities that the Company owns or leases, under operating leases, are as follows:
| Processing Facilities (in '000 metric tons) | ||||||||||||||||||||||||||||||||||||||
| Owned | Leased | |||||||||||||||||||||||||||||||||||||
| Ag Services | Carbohydrate | Ag Services | Carbohydrate | |||||||||||||||||||||||||||||||||||
| and Oilseeds | Solutions | Nutrition | Total | and Oilseeds | Solutions | Nutrition | Total | |||||||||||||||||||||||||||||||
| North America | 83 | 87 | 8 | 178 | — | — | 1 | 1 | ||||||||||||||||||||||||||||||
| LATAM | 33 | 1 | 4 | 38 | 1 | — | — | 1 | ||||||||||||||||||||||||||||||
| EMEA | 51 | 5 | 4 | 60 | — | 1 | — | 1 | ||||||||||||||||||||||||||||||
| APAC | — | — | 3 | 3 | 1 | — | 1 | 2 | ||||||||||||||||||||||||||||||
| Total daily capacity | 167 | 93 | 19 | 279 | 2 | 1 | 2 | 5 |
| Procurement Facilities (in '000 metric tons) | ||||||||||||||||||||||||||||||||||||||
| Owned | Leased | |||||||||||||||||||||||||||||||||||||
| Ag Services | Carbohydrate | Ag Services | Carbohydrate | |||||||||||||||||||||||||||||||||||
| and Oilseeds | Solutions | Nutrition | Total | and Oilseeds | Solutions | Nutrition | Total | |||||||||||||||||||||||||||||||
| North America | 11,949 | 541 | 62 | 12,552 | 766 | 68 | — | 834 | ||||||||||||||||||||||||||||||
| LATAM | 2,107 | — | — | 2,107 | 231 | — | — | 231 | ||||||||||||||||||||||||||||||
| EMEA | 1,381 | — | — | 1,381 | — | 18 | — | 18 | ||||||||||||||||||||||||||||||
| APAC | 75 | — | — | 75 | 81 | — | 4 | 85 | ||||||||||||||||||||||||||||||
| Total storage capacity | 15,512 | 541 | 62 | 16,115 | 1,078 | 86 | 4 | 1,168 |
Item 3. LEGAL PROCEEDINGS
For information regarding certain legal proceedings involving the Company, see Part II. Item 8. Note 20. Legal Proceedings of this report, which is incorporated herein by reference.
Item 4. MINE SAFETY DISCLOSURES
Item 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS, AND ISSUER PURCHASES OF EQUITY SECURITIES
Common Stock Market
The Company’s common stock is listed and traded on the New York Stock Exchange under the trading symbol “ADM”.
The number of registered stockholders of the Company’s common stock at February 10, 2026, was 7,228.
Issuer Purchases of Equity Securities
| Period | Total Number of Shares Purchased**(1)** | Average Price Paid per Share | Total Number of Shares Purchased as Part of Publicly Announced Program**(2)** | Number of Shares Remaining to be Purchased Under the Program**(2)** | ||||||||||||||||||||||
| October 1, 2025 to October 31, 2025 | 183 | $ | 67.628 | — | 114,764,049 | |||||||||||||||||||||
| November 1, 2025 to November 30, 2025 | 797 | 57.306 | — | 114,764,049 | ||||||||||||||||||||||
| December 1, 2025 to December 31, 2025 | — | — | — | 114,764,049 | ||||||||||||||||||||||
| Total | 980 | $ | 59.233 | — | 114,764,049 |
(1)The shares shown in this column represent shares received as payments for the withholding taxes on vested restricted stock awards.
(2)On November 5, 2014, the Company’s Board of Directors approved a stock repurchase program authorizing the Company to repurchase up to 100,000,000 shares of the Company’s common stock during the period commencing January 1, 2015 and ending December 31, 2019. On August 7, 2019, the Company’s Board of Directors approved the extension of the stock repurchase program through December 31, 2024 and the repurchase of up to an additional 100,000,000 shares under the extended program. On December 11, 2024, the Company's Board of Directors approved a second extension of the stock repurchase program through December 31, 2029 and the repurchase of up to an additional 100,000,000 shares under the extended program.
ARCHER-DANIELS-MIDLAND COMPANY
PART II
Performance Graph
The graph below compares the Company’s common stock with those of the S&P 100 Index and the S&P Consumer Staples Index. The graph assumes an initial investment of $100 on December 31, 2020 and assumes all dividends have been reinvested through December 31, 2025. The stock performance shown in the graph is not indicative of nor intended to forecast the potential future performance of ADM's common stock.
COMPARISON OF 5 YEAR CUMULATIVE TOTAL RETURNS
Index Data: Copyright Standard and Poor’s, Inc. Used with permission. All rights reserved.
Item 6. RESERVED
ARCHER-DANIELS-MIDLAND COMPANY
MANAGEMENT’S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Item 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
This Management’s Discussion and Analysis of Financial Condition and Results of Operations (MD&A) should be read in conjunction with the accompanying Consolidated Financial Statements, which can be found in Part II. Item 8. Financial Statements and Supplementary Data.
This MD&A generally discusses 2025 and 2024 items and year-to-year comparisons between 2025 and 2024. Discussions of 2023 items and year-to-year comparisons between 2024 and 2023 are not included in this Form 10-K and can be found in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in Part II. Item 7 of the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024, filed on February 20, 2025.
Company Overview
Archer-Daniels-Midland Company and its subsidiaries (the "Company" or "ADM") unlocks the power of nature to enrich the quality of life. The Company is an essential global agricultural supply chain manager and processor, providing food security by connecting local needs with global capabilities. ADM is also a premier human and animal nutrition provider, as well as a leader in health and well-being products.
Reportable Segments
The Company’s operations are organized, managed, and classified into three reportable segments: Ag Services and Oilseeds, Carbohydrate Solutions, and Nutrition. The Company’s remaining operations are not reportable segments, as defined by the applicable accounting standard, and are classified within either Corporate or Other Business. See Part II. Item 8. Financial Statements and Supplementary Data. Note 17. Segment and Geographic Information for further information on the nature of our business and our reportable segments.
2025 Strategy
The Company’s goal is to continue to build and sustain long-term value for its shareholders and customers. The Company has established the following priorities to help achieve its goal:
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Focus on execution and cost management – ADM seeks to prioritize operational excellence and drive targeted cost reductions through: (1) boosting plant efficiencies; (2) optimizing operating leverage within the Nutrition segment; and (3) reducing third party spend and selling, general, and administrative expenses.
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Strategic simplification – ADM seeks to enhance returns on invested capital by executing a pipeline of simplification opportunities to optimize our portfolio and organizational structure, including: (1) addressing performance, demand, and capacity challenges; (2) reducing capital expenditures that do not meet the Company’s return objectives; and (3) reducing capability overlaps through synergies, closures, and divestitures.
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Targeted growth investment – ADM seeks to prioritize organic investment in key strategic initiatives, while also ensuring our businesses are ready for the future, including: (1) plant modernization investments; (2) cost optimization investments; and (3) enterprise system and process enhancements.
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Deploy capital with discipline – ADM seeks to prudently invest in opportunities while continuing to return value to shareholders through dividends.
The successful execution of the above priorities is expected to afford ADM the ability to continue investing in future growth that creates value over the long-term. ADM is investing in several key areas such as enhanced nutrition, biotics, biosolutions, precision fermentation, and decarbonization. Each of these development pathways has a different growth profile and timeline for value creation, and each complements our core business and presents the potential for compelling, enduring returns.
ARCHER-DANIELS-MIDLAND COMPANY
MANAGEMENT’S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
ADM has refined its digital strategy and has pivoted away from large global implementations and toward prioritizing regional, more agile projects. The Company is accelerating its data journey while continuing to invest in cybersecurity and network and application resilience. As a result of this strategy refinement, during the year ended December 31, 2025, the Company recognized an impairment charge of $179 million related to previously capitalized internal-use software. See Part II. Item 8. Financial Statements and Supplementary Data. Note 18. Asset Impairment, Exit, and Restructuring Costs for further information.
Sustainability
For more than 120 years, ADM has built its business on the strength of agriculture, innovation, and responsible stewardship. Today, sustainability is a core driver of ADM’s growth strategy, powering innovation, improving resilience, and unlocking new value across the global food system. The crops that ADM turns into an expansive array of products depend on healthy soil, water and air, and as the Company looks to the future, it is advancing efforts that enable and support agriculture and farmers, drive innovation and long-term value, and protect and strengthen vital supply chains.
ADM is focused on scaling regenerative practices in partnership with farmers, supporting them with tools, insights, and financial incentives to help their operations thrive. ADM is innovating to meet growing demand for sustainably sourced, bio-based products, creating new market opportunities for farmers whose crops deliver health, transparency, and environmental benefits. The Company is modernizing its own operations to improve efficiency, enhance competitiveness, reduce emissions, and help build a more resilient supply chain.
Targeted Actions to Deliver Cost Savings
On February 4, 2025, the Company announced targeted actions expected to deliver in excess of a $500 million of cumulative cost savings in the next 3 to 5 years. These include cost optimization and portfolio simplification initiatives designed to help the Company achieve cost efficiencies. See Note 18. Asset Impairment, Exit, and Restructuring Costs of “Notes to Consolidated Financial Statements” included in Part II. Item 8. Financial Statements and Supplementary Data for additional information regarding restructuring related charges.
Recent Significant Portfolio Actions
ADM’s recent significant portfolio actions and announcements included:
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The acquisition in January 2025 of Vandamme Hugaria Kft, a 700 metric ton/day non-genetically modified crush and extraction facility based in Hungary. See Note 3. Acquisitions of “Notes to Consolidated Financial Statements” included in Item 1. Consolidated Financial Statements for further information.
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The closure of the Tres Corações facility based in Brazil, in July 2025. Preparation for the closure resulted in exit and restructuring costs, including impairment of certain assets.
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The launch in September 2025 of a joint venture, Plainsman Company, with PYCO Industries, Inc., a leader in the local agricultural communities it serves, combining its and ADM’s Lubbock, Texas, cottonseed processing capabilities.
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Entered into a definitive agreement in September 2025 with Alltech Inc., a global leader in agriculture, to launch a North American animal feed joint venture to offer an industry-leading range of products and solutions for livestock, equine, backyard and leisure animals.
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Entered into a definitive agreement in December 2025 with Planters Cotton Oil Mill, Inc. (Planters), a premier cottonseed processor, to launch a new cottonseed joint venture. Planters is expected to contribute its crush plant in Pine Bluff, Arkansas, as well as additional origination and storage facilities located in the region, to the joint venture. ADM plans to contribute its Memphis, Tennessee, cottonseed facility. ADM expects to continue operating its Memphis oil refinery as part of the joint venture, while its crushing operations at the Memphis facility are expected to end.
ARCHER-DANIELS-MIDLAND COMPANY
*MANAGEMENT’S DISCUSSION AND ANALYSIS
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Item 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
The market risk inherent in the Company’s market risk sensitive instruments and positions is the potential loss arising from adverse changes in: commodity market prices as they relate to the Company’s net commodity position, foreign currency exchange rates, and interest rates as described below.
Commodity Price Risk
The availability and prices of agricultural commodities are subject to wide fluctuations due to factors such as changes in weather conditions, crop disease, plantings, government programs and policies, competition, changes in global demand, changes in customer preferences and standards of living, and global production of similar and competitive crops.
The Company uses exchange-traded and OTC commodity instruments to manage its net position of merchandisable agricultural product inventories and forward cash purchase and sales contracts to reduce price risk caused by market fluctuations in agricultural commodities and foreign currencies.
The Company also uses exchange-traded and OTC commodity instruments as components of merchandising strategies designed to enhance margins. The results of these strategies can be significantly impacted by factors such as the correlation between the value of exchange-traded commodities futures and the value of the underlying commodities, counterparty contract defaults, and volatility of freight markets.
In addition, the Company enters into futures contracts and over-the-counter swaps which are designated as hedges of specific volumes of commodities that will be purchased and processed, or sold, in a future month. The changes in the market value of such futures contracts have historically been, and are expected to continue to be, highly effective at offsetting changes in price movements of the hedged item. Gains and losses arising from open and closed designated hedging transactions are deferred in other comprehensive income, net of applicable taxes, and recognized as a component of cost of products sold or revenues in the statement of earnings when the hedged item is recognized.
ARCHER-DANIELS-MIDLAND COMPANY
PART II
The Company’s commodity position consists of merchandisable agricultural commodity inventories, related purchase and sales contracts, energy and freight contracts, and exchange-traded and over-the-counter commodity instruments, including contracts used to hedge anticipated transactions. The fair value of the Company’s commodity position is a summation of the fair values calculated for each commodity by valuing all of the commodity positions at quoted market prices for the period, where available, or utilizing a close proxy. The weekly highest, lowest, and average long (short) positions, for the years ended December 31, 2025 and 2024 together with a risk of a hypothetical 10% adverse price change in market prices is as follows (in millions):
| December 31, 2025 | December 31, 2024 | |||||||||||||||||||||||||
| Fair Value | Market Risk | Fair Value | Market Risk | |||||||||||||||||||||||
| Highest position | $ | 541 | $ | 54 | $ | 543 | $ | 54 | ||||||||||||||||||
| Lowest position | (37) | (4) | (265) | (27) | ||||||||||||||||||||||
| Average position | 279 | 28 | 168 | 17 |
The Company monitors market risk exposure through various metrics such as volumetric limits and the value-at-risk (VaR) limits. Volumetric limits are monitored on a daily basis. VaR and related sensitivity analysis, measuring the potential loss in fair value resulting from a hypothetical 10% adverse change in market prices, is monitored on a weekly basis.
Foreign Currency Exchange Risk
The Company has consolidated subsidiaries in more than 75 countries. For the majority of the Company’s subsidiaries located outside the United States, the local currency is the functional currency except certain significant subsidiaries in Switzerland where Euro is the functional currency, and Brazil and Argentina where U.S. dollar is the functional currency. To reduce the risks associated with foreign currency exchange rate fluctuations, the Company enters into currency exchange contracts to minimize its foreign currency position related to transactions denominated primarily in Euro, British pound, Canadian dollar, and Brazilian real currencies. These currencies represent the major functional or local currencies in which recurring business transactions occur. The Company also uses currency exchange contracts and foreign currency denominated debt as hedges against amounts indefinitely invested in foreign subsidiaries and affiliates. The currency exchange contracts used are forward contracts, swaps with banks, exchange-traded futures contracts, and over-the-counter options. The changes in market value of such contracts have a high correlation to the price changes in the currency of the related transactions. The potential loss in fair value for such net currency position resulting from a hypothetical 10% adverse change in foreign currency exchange rates is not material.
Interest Rate Risk
The fair value of the Company’s long-term debt is estimated using quoted market prices, where available, and discounted future cash flows based on the Company’s current incremental borrowing rates for similar types of borrowing arrangements. Market risk is estimated as the potential increase in fair value resulting from a hypothetical 50 basis points decrease in interest rates. Actual results may differ.
| December 31, 2025 | December 31, 2024 | ||||||||||
| (In millions) | |||||||||||
| Fair value of long-term debt | $ | 6,309 | $ | 7,055 | |||||||
| Fair value amount (under) carrying value | (271) | (501) | |||||||||
| Market risk | 317 | 271 |
ARCHER-DANIELS-MIDLAND COMPANY
Item 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
ARCHER-DANIELS-MIDLAND COMPANY
CONSOLIDATED STATEMENTS OF EARNINGS
| Year Ended | |||||||||||||||||
| December 31 | |||||||||||||||||
| 2025 | 2024 | 2023 | |||||||||||||||
| (In millions, except per share amounts) | |||||||||||||||||
| Revenues | $ | 80,269 | $ | 85,530 | $ | 93,935 | |||||||||||
| Cost of products sold | 75,236 | 79,752 | 86,422 | ||||||||||||||
| Gross Profit | 5,033 | 5,778 | 7,513 | ||||||||||||||
| Selling, general, and administrative expenses | 3,609 | 3,706 | 3,456 | ||||||||||||||
| Asset impairment, exit, and restructuring costs | 473 | 545 | 342 | ||||||||||||||
| Equity in (earnings) of unconsolidated affiliates | (648) | (621) | (551) | ||||||||||||||
| Interest and investment (income) | (118) | (562) | (499) | ||||||||||||||
| Interest expense | 612 | 706 | 647 | ||||||||||||||
| Other (income) - net | (150) | (251) | (176) | ||||||||||||||
| Earnings Before Income Taxes | 1,255 | 2,255 | 4,294 | ||||||||||||||
| Income tax expense | 182 | 476 | 828 | ||||||||||||||
| Net Earnings Including Non-controlling Interests | 1,073 | 1,779 | 3,466 | ||||||||||||||
| Net loss attributable to non-controlling interests | (5) | (21) | (17) | ||||||||||||||
| Net Earnings Attributable to Controlling Interests | $ | 1,078 | $ | 1,800 | $ | 3,483 | |||||||||||
| Weighted average number of shares outstanding – basic | 484 | 492 | 541 | ||||||||||||||
| Weighted average number of shares outstanding – diluted | 484 | 493 | 542 | ||||||||||||||
| Basic earnings per common share | $ | 2.23 | $ | 3.66 | $ | 6.44 | |||||||||||
| Diluted earnings per common share | $ | 2.23 | $ | 3.65 | $ | 6.43 |
The accompanying notes are an integral part of these Consolidated Financial Statements.
ARCHER-DANIELS-MIDLAND COMPANY
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
| Year Ended | |||||||||||||||||
| December 31 | |||||||||||||||||
| 2025 | 2024 | 2023 | |||||||||||||||
| (In millions) | |||||||||||||||||
| Net Earnings Including Non-controlling Interests | $ | 1,073 | $ | 1,779 | $ | 3,466 | |||||||||||
| Other comprehensive income (loss), net of tax: | |||||||||||||||||
| Foreign currency translation adjustment | 340 | (415) | 48 | ||||||||||||||
| Tax effect | 110 | (45) | 32 | ||||||||||||||
| Net of tax amount | 450 | (460) | 80 | ||||||||||||||
| Pension and other postretirement benefit liabilities adjustment | 24 | 15 | (88) | ||||||||||||||
| Tax effect | (6) | (7) | 2 | ||||||||||||||
| Net of tax amount | 18 | 8 | (86) | ||||||||||||||
| Deferred (loss) on hedging activities | (7) | (41) | 15 | ||||||||||||||
| Tax effect | — | 9 | (5) | ||||||||||||||
| Net of tax amount | (7) | (32) | 10 | ||||||||||||||
| Unrealized (loss) on investments | (4) | (16) | 16 | ||||||||||||||
| Tax effect | — | (1) | (1) | ||||||||||||||
| Net of tax amount | (4) | (17) | 15 | ||||||||||||||
| Total other comprehensive income (loss), net of tax | 457 | (501) | 19 | ||||||||||||||
| Total comprehensive income | 1,530 | 1,278 | 3,485 | ||||||||||||||
| Less: Comprehensive (loss) attributable to non-controlling interests | (4) | (21) | (20) | ||||||||||||||
| Comprehensive income attributable to Archer-Daniels-Midland-Company | $ | 1,534 | $ | 1,299 | $ | 3,505 |
The accompanying notes are an integral part of these Consolidated Financial Statements.
**ARCHER-DANIEL
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Item 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
None.
Item 9A. CONTROLS AND PROCEDURES
Evaluation of Disclosure Controls and Procedures
As of December 31, 2025, an evaluation was performed under the supervision and with the participation of the Company’s management, including the Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of the Company’s "disclosure controls and procedures" (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934 (the “Exchange Act”)). Based on that evaluation, the Company’s Chief Executive Officer and Chief Financial Officer concluded the Company’s disclosure controls and procedures were effective as of December 31, 2025.
Management’s Report on Internal Control Over Financial Reporting
The Company’s management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Exchange Act Rules 13a-15(f) and 15d-15(f). The Company’s internal control system is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements in accordance with generally accepted accounting principles.
Management’s assessment of the effectiveness of the Company’s internal control over financial reporting did not include the internal controls of Vandamme Hugaria Kft (Vandamme), which was acquired in the year ended December 31, 2025. In accordance with the SEC guidance regarding the reporting of internal control over financial reporting in connection with an acquisition, management may omit an assessment of an acquired business’ internal control over financial reporting from management’s assessment of internal control over financial reporting for a period not to exceed one year from the date of acquisition. Vandamme is included in the Company’s Consolidated Financial Statements and constituted 0.2% of total assets, after excluding goodwill and intangibles assets recorded, as of December 31, 2025, and 0.1% and 0.3% of revenues and net earnings attributable to controlling interests, respectively, for the year ended December 31, 2025.
Under the supervision and with the participation of management, including the Company’s Chief Executive Officer and Chief Financial Officer, the Company’s management assessed the design and operating effectiveness of the Company’s internal control over financial reporting as of December 31, 2025, based on the framework set forth in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 Framework). Based on this assessment, management concluded that the Company’s internal control over financial reporting were effective as of December 31, 2025.
Ernst & Young LLP, an independent registered public accounting firm, has issued an attestation report on the Company’s internal control over financial reporting as of December 31, 2025. That report is included herein and is incorporated in this Item 9A by reference.
Remediation of Previously Disclosed Material Weakness in Internal Control over Financial Reporting
As previously disclosed, during the fourth quarter of 2023, in connection with the Company’s investigation relating to intersegment sales, the Company identified a material weakness in its internal control over financial reporting related to the Company’s accounting practices and procedures for segment disclosures. The material weakness resulted from inadequate controls that allowed for certain intersegment sales to be reported at amounts that were not in accordance with ASC 606, Revenue from Contracts with Customers. Specifically, the Company did not have adequate controls in place around measurement of certain intersegment sales between the Company’s reporting segments. In addition, appropriate controls were not in place for the reporting of intersegment sales and for the application of disclosure requirements within ASC 280, Segment Reporting. The absence of adequate controls with respect to the reporting of intersegment sales impacted the completeness and accuracy of the Company’s segment disclosures and review controls over projected financial information utilized in goodwill and other long-lived asset impairment tests.
ARCHER-DANIELS-MIDLAND COMPANY
PART II
In response to the material weakness referred to above, under the oversight of the Audit Committee of the Company's Board of Directors, the Company implemented changes to its internal control over financial reporting, related to the Company’s accounting practices and procedures for intersegment sales and to enhance the reliability of its financial statements with respect to the pricing and reporting of such sales. Specifically, the Company (i) enhanced the Company’s procedures and accounting policies with respect to the measurement of intersegment sales and (ii) improved its documentation of the Company’s pricing guidelines for intersegment sales. In addition, the design and documentation of the execution of pricing and measurement controls for segment disclosure purposes and projected financial information used in impairment analyses were enhanced. Further, training for relevant personnel on the measurement of intersegment sales and application of relevant accounting guidance to intersegment sales and segment disclosures has been provided and continues to be an integral part of the Company’s on-going annual training program.
Based on evidence validating the operational effectiveness of the Company’s newly implemented controls, as previously disclosed, the Company concluded that the previously disclosed material weakness was fully remediated as of June 30, 2025. The operational effectiveness of these implemented controls has been tested effectively through the end of the fiscal year.
Changes in Internal Control Over Financial Reporting
There have been no changes in internal control over financial reporting during the quarter ended December 31, 2025 that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.
As described above, during the year ended December 31, 2025, the Company completed the acquisition of Vandamme. As a result of the acquisition, the Company is in the process of reviewing the internal control structures of this business and, if necessary, will make appropriate changes as the Company incorporates its controls and procedures into the acquired business.
Item 9B. OTHER INFORMATION
Insider Trading Arrangements
None of the Company’s directors or officers (as defined in Rule 16a-1(f) of the Exchange Act) adopted, modified or terminated any contract, instruction, or written plan for the purchase or sale of ADM’s securities that was intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) of the Exchange Act or any non-Rule 10b5-1 trading arrangement (as defined in Item 408(c) of Regulation S-K) during the quarter ended December 31, 2025.
Disclosure Under Iran Threat Reduction and Syria Human Rights Act of 2012
In fiscal 2025, ADM International Sarl (“ADMI”), a wholly-owned subsidiary of the Company, engaged CCIC Singapore PTE. Ltd. (“CCIC Singapore”) to provide inspection and fumigation-related services for certain agricultural commodities delivered to China between March 2025 and May 2025.
On May 13, 2025, the U.S. Department of Treasury Office of Foreign Assets Control (“OFAC”) designated CCIC Singapore as a Specially Designated Global Terrorist organization. At the time of OFAC’s designation, ADMI had invoices payable to CCIC Singapore for the aforementioned services provided, aggregating to $38,971. No payments have been made by the Company to CCIC Singapore since the OFAC’s designation. Moreover, the Company has not entered into any new engagements with CCIC Singapore since the OFAC's designation, and it does not intend to enter into any further engagements with CCIC Singapore in the future.
Item 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS
Item 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
Certain information with respect to executive officers of the Company appears in Part I. Item 1. Business under the heading "Information about Our Executive Officers."
The other information required by this Item is set forth in “Proposal No. 1 - Election of Directors for a One-Year Term,” “Code of Conduct,” “Information Concerning Committees and Meetings – Audit Committee,” “Report of the Audit Committee,” "Delinquent Section 16(a) Reports", if there are any such delinquencies to report, and "Insider Trading Policy" of the definitive proxy statement for the Company’s annual meeting of stockholders to be filed on or before April 30, 2026, and is incorporated herein by reference.
Item 11. EXECUTIVE COMPENSATION
The information required by this Item is set forth in “Compensation Discussion and Analysis,” “Executive Compensation,” “Compensation and Succession Committee Report,” “Compensation and Succession Committee Interlocks and Insider Participation,” and “Director Compensation” of the definitive proxy statement for the Company’s annual meeting of stockholders to be filed on or before April 30, 2026 and is incorporated herein by reference.
Item 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
The information required by this Item is set forth in “Principal Holders of Voting Securities,” “Proposal No. 1 - Election of Directors for a One-Year Term,” “Executive Officer Stock Ownership,” and “Equity Compensation Plan Information at December 31, 2025” of the definitive proxy statement for the Company’s annual meeting of stockholders to be filed on or before April 30, 2026 and is incorporated herein by reference.
Item 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
The information required by this Item is set forth in “Review and Approval of Certain Relationships and Related Transactions” and “Independence of Directors” of the definitive proxy statement for the Company’s annual meeting of stockholders to be filed on or before April 30, 2026 and is incorporated herein by reference.
Item 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES
The information required by this Item is set forth in “Fees Paid to Independent Auditors” and “Audit Committee Pre-Approval Policies” of the definitive proxy statement for the Company’s annual meeting of stockholders to be filed on or before April 30, 2026 and is incorporated herein by reference.
ARCHER-DANIELS-MIDLAND COMPANY
PART IV
Item 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
| (a)(1) | See Part II. Item 8. Financial Statements and Supplementary Data for a list of financial statements. |
| (a)(2) | All schedules have been omitted because they are not required, not applicable, or the required information is otherwise included. |
| (a)(3) | List of exhibits | |||||||||||||
| Exhibit No. | Description | SEC Document Reference | ||||||||||||
| (3.1) | Composite Certificate of Incorporation, as amended. | Incorporated by reference to Exhibit 3(i) to the Company’s Quarterly Report on Form 10-Q filed on November 13, 2001. | ||||||||||||
| (3.2) | Bylaws, as amended through November 2, 2022. | Incorporated by reference to Exhibit 3(ii) to the Company’s Annual Report on Form 10-K filed on February 14, 2023. | ||||||||||||
| 4 | Instruments defining the rights of security holders, including: | |||||||||||||
| (4.1) | Description of Securities of Registrant | Filed herewith. | ||||||||||||
| (4.2.1) (4.2.2) | Indenture, dated as of June 1, 1986, by and between the Company and The Bank of New York Mellon (successor to JPMorgan Chase, The Chase Manhattan Bank, Chemical Bank, and Manufacturers Hanover Trust Company), as Trustee, as amended and supplemented by Supplemental Indenture, dated as of August 1, 1989, by and between the Company and The Bank of New York Mellon (successor to JPMorgan Chase, The Chase Manhattan Bank, Chemical Bank and Manufacturers Hanover Trust Company), as Trustee, relating to: the $350,000,000 – 7.500% Debentures due March 15, 2027, the $200,000,000 – 6.750% Debentures due December 15, 2027, the $300,000,000 – 6.625% Debentures due May 1, 2029, the $400,000,000 – 7.000% Debentures due February 1, 2031, the $500,000,000 – 5.935% Debentures due October 1, 2032, the $600,000,000 – 5.375% Debentures due September 15, 2035, and the $250,000,000 – 6.950% Debentures due December 15, 2097. | Indenture (Exhibit (4.2.1)) incorporated by reference to Exhibit 4(a) to the Company’s Registration Statement on Form S-3 filed on June 30, 1986 (File No. 03-306721). Supplemental Indenture (Exhibit (4.2.2)) incorporated by reference to Exhibit 4(c) to Post Effective Amendment No. 3 to the Company’s Registration Statement on Form S-3 filed on June 30, 1986 (File No. 03-306721). | ||||||||||||
| (4.3.1) (4.3.2) (4.3.3) (4.3.4) | Indenture, dated as of September 20, 2006, by and between the Company and The Bank of New York Mellon, as successor to JPMorgan Chase Bank, N.A., as Trustee, as amended and supplemented by First Supplemental Indenture, dated as of June 3, 2008, by and between the Company and The Bank of New York Mellon (formerly known as The Bank of New York), Second Supplemental Indenture, dated as of November 29, 2010, by and between the Company and The Bank of New York Mellon, and Third Supplemental Indenture, dated as of April 4, 2011, between the Company and The Bank of New York Mellon, relating to: the $500,000,000 – 6.450% Debentures due January 15, 2038, the $1,000,000,000 – 5.765% Debentures due March 1, 2041, and the $527,688,000 – 4.535% Debentures due March 26, 2042. | Indenture (Exhibit (4.3.1)) incorporated by reference to Exhibit 4 to the Company’s Registration Statement on Form S-3 filed on September 22, 2006. First Supplemental Indenture (Exhibit (4.3.2)) incorporated by reference to Exhibit 4.6 to the Company’s Current Report on Form 8-K filed on June 3, 2008. Second Supplemental Indenture (Exhibit (4.3.3)) incorporated by reference to Exhibit 4.3 to the Company’s Current Report on Form 8-K filed on November 30, 2010. Third Supplemental Indenture (Exhibit (4.3.4)) incorporated by reference to Exhibit 4.4 to the Company’s Current Report on Form 8-K filed on April 8, 2011. |
ARCHER-DANIELS-MIDLAND COMPANY
PART IV
| (4.4) | Indenture, dated as of October 16, 2012, by and between the Company and The Bank of New York Mellon, as Trustee, relating to: the $570,425,000 – 4.016% Debentures due April 16, 2043, the €600,000,000 – 1.750% Notes due June 23, 2023, the $1,000,000,000 – 2.500% Notes due August 11, 2026, the $500,000,000 – 3.750% Notes due September 15, 2047, the $600,000,000 – 4.500% Notes due March 15, 2049, the $1,000,000,000 – 3.250% Notes due March 27, 2030, the $750,000,000 – 3.250% Notes due September 15, 2051, the $750,000,000 – 2.900% Notes due March 1, 2032, and the $500,000,000 – 4.500% Notes due August 15, 2033 | Incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed on October 17, 2012. | ||||||||||||
| (4.5) | Indenture, dated as of July 26, 2023, by and between the Company and Deutsche Bank Trust Company Americas, as Trustee. | Incorporated by reference to Exhibit 4.3 to the Company’s Registration Statement on Form S-3 filed on July 26, 2023. | ||||||||||||
| (4.6) | Copies of constituent instruments defining rights of holders of long-term debt of the Company and its Subsidiaries, other than the indentures specified herein, are not filed herewith, pursuant to Instruction (b)(4)(iii)(A) to Item 601 of Regulation S-K, because the total amount of securities authorized under any such instrument does not exceed 10% of the total assets of the Company and Subsidiaries on a consolidated basis. The Company hereby agrees that it will, upon request by the SEC, furnish to the SEC a copy of each such instrument. | |||||||||||||
| (10) | Copies of the Company’s equity compensation plans, deferred compensation plans and agreements with executive officers are incorporated herein by reference pursuant to Instruction (b)(10)(iii)(A) to Item 601 of Regulation S-K, each of which is a management contract or compensation plan or arrangement required to be filed as an exhibit pursuant to Item 15(b) of Form 10-K, as follows: | |||||||||||||
| (10.1) | The Archer-Daniels-Midland Company Deferred Compensation Plan for Selected Management Employees I, as amended. | Incorporated by reference to Exhibit 10(iii) to the Company’s Annual Report on Form 10-K for the year ended June 30, 2010. | ||||||||||||
| (10.2) | The Archer-Daniels-Midland Company Deferred Compensation Plan for Selected Management Employees II, as amended and restated. | Incorporated by reference to Exhibit 10(ii) to the Company’s Annual Report on Form 10-K for the year ended December 31, 2013. | ||||||||||||
| (10.3) | The Archer-Daniels-Midland Company Supplemental Retirement Plan, as amended and restated. | Incorporated by reference to Exhibit 10(vi) to the Company’s Annual Report on Form 10-K for the year ended June 30, 2010. | ||||||||||||
| (10.4) | Second Amendment to ADM Supplemental Retirement Plan. | Incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended December 31, 2010. | ||||||||||||
| (10.5) | The Archer-Daniels-Midland Company Amended and Restated Stock Unit Plan for Nonemployee Directors, as amended. | Incorporated by reference to Exhibit 10(v) to the Company’s Annual Report on Form 10-K for the year ended December 31, 2016. | ||||||||||||
| (10.6) | The Archer-Daniels-Midland Company 2009 Incentive Compensation Plan. | Incorporated by reference to Exhibit A to the Company’s Definitive Proxy Statement filed on September 25, 2009. | ||||||||||||
| (10.7) | Form of Stock Option Agreement for U.S. Employees under the Company’s 2009 Incentive Compensation Plan. | Incorporated by reference to Exhibit 10(i) to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2013. | ||||||||||||
| (10.8) | Form of Restricted Stock Unit Award Agreement for U.S. Employees under the Company’s 2009 Incentive Compensation Plan. | Incorporated by reference to Exhibit 10(ii) to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2013. |
ARCHER-DANIELS-MIDLAND COMPANY
PART IV
| (10.9) | Form of Stock Option Agreement for Named Executive Officers under the Company’s 2009 Incentive Compensation Plan. | Incorporated by reference to Exhibit 10(iii) to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2013. | ||||||||||||
| (10.10) | Form of Restricted Stock Unit Award Agreement for Named Executive Officers under the Company’s 2009 Incentive Compensation Plan. | Incorporated by reference to Exhibit 10(iv) to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2013. | ||||||||||||
| (10.11) | Form of Stock Option Agreement for International Employees under the Company’s 2009 Incentive Compensation Plan. | Incorporated by reference to Exhibit 10(v) to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2013. | ||||||||||||
| (10.12) | Form of Restricted Stock Unit Award Agreement for International Employees under the Company’s 2009 Incentive Compensation Plan. | Incorporated by reference to Exhibit 10(vi) to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2013. | ||||||||||||
| (10.13) | Form of Performance Share Unit Award Agreement under the Company’s 2009 Incentive Compensation Plan. | Incorporated by reference to Exhibit 10(vii) to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2013. | ||||||||||||
| (10.14) | Form of Performance Share Unit Award Agreement under the Company’s 2009 Incentive Compensation Plan for grant to J. Luciano. | Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on March 25, 2011. | ||||||||||||
| (10.15) | Form of Nonqualified Stock Option Award Agreement for Executive Officers under the Company’s 2009 Incentive Compensation Plan. | Incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2016. | ||||||||||||
| (10.16) | Form of Nonqualified Stock Option Award Agreement for U.S. Employees under the Company’s 2009 Incentive Compensation Plan. | Incorporated by reference to Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2016. | ||||||||||||
| (10.17) | Form of Restricted Stock Unit Award Agreement for Executive Officers under the Company’s 2009 Incentive Compensation Plan. | Incorporated by reference to Exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2016. | ||||||||||||
| (10.18) | Form of Restricted Stock Unit Award Agreement for U.S. Employees under the Company’s 2009 Incentive Compensation Plan. | Incorporated by reference to Exhibit 10.4 to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2016. | ||||||||||||
| (10.19) | Form of Restricted Stock Unit Award Agreement under the Company’s 2009 Incentive Compensation Plan. | Incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2017. | ||||||||||||
| (10.20) | Form of Performance Share Unit Award Agreement under the Company’s 2009 Incentive Compensation Plan. | Incorporated by reference to Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2017. | ||||||||||||
| (10.21) | ADM Employee Stock Purchase Plan. | Incorporated by reference to Exhibit 4.3 to the Company’s Registration Statement on Form S-8 filed on May 15, 2018. | ||||||||||||
| (10.22) | Archer-Daniels-Midland Company 2020 Incentive Compensation Plan. | Incorporated by reference to Annex B to the Company’s Definitive Proxy Statement filed on March 25, 2020. | ||||||||||||
| (10.23) | Form of Performance Share Unit Award Agreement under the Company’s 2020 Incentive Plan. | Incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2020. |
ARCHER-DANIELS-MIDLAND COMPANY
PART IV
| (10.24) | Form of Restricted Stock Unit Award Agreement under the Company’s 2020 Incentive Plan. | Incorporated by reference to Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2020. | ||||||||||||
| (10.25) | Form of Performance Share Unit Award Agreement under the Company’s 2020 Incentive Plan. | Incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2022. | ||||||||||||
| (10.26) | Form of Restricted Stock Unit Award Agreement under the Company’s 2020 Incentive Plan. | Incorporated by reference to Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2022. | ||||||||||||
| (10.27) | Form of Performance Share Unit Award Agreement under the Company’s 2020 Incentive Compensation Plan. | Incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2023. | ||||||||||||
| (10.28) | Form of Restricted Stock Unit Award Agreement under the Company’s 2020 Incentive Compensation Plan. | Incorporated by reference to Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2023. | ||||||||||||
| (10.29) | Form of Performance Share Unit Award Agreement under the Company’s 2020 Incentive Compensation Plan. | Incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2024. | ||||||||||||
| (10.30) | Form of Restricted Stock Unit Award Agreement under the Company’s 2020 Incentive Compensation Plan. | Incorporated by reference to Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2024. | ||||||||||||
| (10.31) | Form of Performance Share Unit Award Agreement under the Company’s 2020 Incentive Compensation Plan. | Incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2025. | ||||||||||||
| (10.32) | Form of Restricted Stock Unit Award Agreement under the Company’s 2020 Incentive Compensation Plan. | Incorporated by reference to Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2025. | ||||||||||||
| (10.33) | Transition Agreement, dated as of April 19, 2024, by and between the Company and Vikram Luthar. | Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on April 22, 2024. | ||||||||||||
| (10.34) | Offer Letter, by and between the Company and Monish Patolawala. | Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on July 10, 2024. | ||||||||||||
| (19) | Insider Trading Policy. | Incorporated by reference to Exhibit 19 to the Company’s Annual Report on Form 10-K filed on February 20, 2025. | ||||||||||||
| (21) | Subsidiaries of the Company. | Filed herewith. | ||||||||||||
| (23) | Consent of Independent Registered Public Accounting Firm. | Filed herewith. | ||||||||||||
| (24) | Powers of Attorney. | Filed herewith. | ||||||||||||
| (31.1) | Certification of Principal Executive Officer pursuant to Rule 13a–14(a) and Rule 15d–14(a) of the Securities Exchange Act of 1934, as amended. | Filed herewith. | ||||||||||||
| (31.2) | Certification of Principal Financial Officer pursuant to Rule 13a–14(a) and Rule 15d–14(a) of the Securities Exchange Act of 1934, as amended. | Filed herewith. | ||||||||||||
| (32.1) | Certification of Principal Executive Officer pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. | Furnished herewith. |
ARCHER-DANIELS-MIDLAND COMPANY
PART IV
| (32.2) | Certification of Principal Financial Officer pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. | Furnished herewith. | ||||||||||||
| (97) | Policy Relating to Recovery of Erroneously Awarded Compensation | Incorporated by reference to Exhibit 97 to the Company’s Annual Report on Form 10-K filed on March 12, 2024. | ||||||||||||
| (101) | Interactive Data File. | Filed herewith. | ||||||||||||
| (104) | Cover Page Interactive Data File. | Formatted as Inline XBRL and incorporated by reference to Exhibit 101. |
Item 16. Form 10-K Summary
Not Applicable.
SIGNATURES
Pursuant to the requirements of Section 13 of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
Date: February 17, 2026
ARCHER-DANIELS-MIDLAND COMPANY
By: /s/ M. Patolawala
M. Patolawala,
Chief Financial Officer
(Principal Financial Officer and Duly Authorized Officer)
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below on February 17, 2026, by the following persons on behalf of the Registrant and in the capacities indicated.
| /s/ J. R. Luciano | /s/ T. Colbert* | /s/ D. R. McAtee II* | ||||||
| J. R. Luciano, | T. Colbert, | D. R. McAtee II, | ||||||
| Chair of the Board, Chief Executive Officer, | Director | Director | ||||||
| President, and Director | ||||||||
| (Principal Executive Officer) | /s/ J. C. Collins, Jr.* | /s/ P. J. Moore* | ||||||
| J. C. Collins, Jr., | P. J. Moore, | |||||||
| /s/ M. Patolawala | Director | Director | ||||||
| M. Patolawala, | ||||||||
| Chief Financial Officer | /s/ T. K. Crews* | /s/ D. A. Sandler* | ||||||
| (Principal Financial Officer) | T. K. Crews, | D. A. Sandler, | ||||||
| Director | Director | |||||||
| /s/ C. A. Nichol | ||||||||
| C. A. Nichol | /s/ E. de Brabander* | /s/ L. Z. Schlitz* | ||||||
| Vice President, Chief Accounting Officer | E. de Brabander, | L. Z. Schlitz, | ||||||
| (Principal Accounting Officer) | Director | Director | ||||||
| /s/ M. S. Burke* | /s/ S. F. Harrison* | /s/ K. R. Westbrook* | ||||||
| M. S. Burke, | S. F. Harrison, | K. R. Westbrook, | ||||||
| Director | Director | Director | ||||||
*Regina B. Jones, Senior Vice President, Chief Legal Officer and Secretary, by signing her name hereto, does hereby sign this report on behalf of each of the above named directors of the Registrant, pursuant to the powers of attorney duly executed by such individual, copies of which are being filed with this report as exhibits.
| By: /s/ R. B. Jones | ||
| R. B. Jones, | ||
| Attorney-in-Fact |