Andersons, Inc.

1. Summary of Significant Accounting Policies

Accounting Principles

The Consolidated Financial Statements and accompanying notes of the Andersons Inc. (the "Company") are prepared in accordance with accounting principles generally accepted in the United States ("GAAP").

Basis of Consolidation

These Consolidated Financial Statements include the accounts of the Company and its wholly owned and controlled subsidiaries. All intercompany accounts and transactions are eliminated in consolidation. Investments in unconsolidated entities in which the Company has significant influence, but not control, are accounted for using the equity method of accounting.

Recast of Certain Prior Period Information

Effective January 1, 2025, the Company realigned its organizational structure to reflect updates in management reporting resulting in a change in reportable segments. As a result, the former Trade segment was combined with the former Nutrient & Industrial segment in the newly formed Agribusiness segment along with several smaller business lines being moved between the Agribusiness and Renewables segments. All prior period segment information has been recast to conform to the current year presentation.

Noncontrolling Interests

Our Consolidated Financial Statements include the accounts of majority-owned subsidiaries consolidated under the variable interest and voting interest models. Noncontrolling interests represent the portion of equity not attributable to the Company and are reported as a separate component of equity on our Consolidated Balance Sheets. Net income and comprehensive income for majority-owned subsidiaries are attributed to the Company and to noncontrolling interest holders on our Consolidated Statements of Operations and Consolidated Statements of Comprehensive Income based on respective ownership percentages. We account for changes in ownership of our majority-owned subsidiaries as equity transactions when we retain a controlling financial interest as described below.

On November 1, 2024, the Company purchased a 65% ownership interest in Skyland Grain, LLC ("Skyland"), resulting in its consolidation in the Company's Consolidated Financial Statements. Skyland’s operating agreement requires that any dividends or capital distributions be approved by its board, including a minority‑owner representative, limiting the Company’s ability to unilaterally direct distributions. In addition, Skyland is subject to subsidiary‑level debt covenants that restrict dividends unless certain financial conditions are met. Accordingly, Skyland’s net assets of $128.4 million are restricted as to dividend payments to the Company as of December 31, 2025.

The Andersons Marathon Holdings LLC ("TAMH") Equity Acquisition

On July 31, 2025, the Company finalized a unit purchase agreement with MPC Investment LLC ("Marathon") to acquire the remaining 49.9% ownership interest in TAMH for cash consideration of $425.0 million.

TAMH had previously been classified as the Company’s sole Variable Interest Entity ("VIE"), with the Company identified as the primary beneficiary. As a result, TAMH’s financial results were already consolidated in the Company’s Consolidated Financial Statements. Since the entity was previously consolidated, no additional net assets were acquired in the transaction and the acquisition of the remaining ownership interest was treated as an equity transaction.

Following the closing of the transaction, the Company now owns 100% of TAMH. The entity was renamed The Andersons Renewables, LLC and is no longer considered a VIE. Additionally, Marathon, which had been the primary counterparty in related party transactions, is no longer classified as a related party. Any remaining related party activity involving the Company was considered to be immaterial.

Use of Estimates and Assumptions

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues, and expenses. Actual results could differ from management's estimates and assumptions due to risks and uncertainties.

Cash and Cash Equivalents

Cash and cash equivalents include cash and short-term investments with an initial maturity of three months or less. The carrying values of these assets approximate their fair values.

Accounts Receivable and Allowance for Doubtful Accounts

Trade accounts receivable are recorded at the invoiced amount and may bear interest if past due. The allowance for doubtful accounts is the best estimate of the current expected credit losses in existing accounts receivable and is reviewed quarterly. The allowance is based both on specific identification of potentially uncollectible accounts and the application of a consistent policy, based on historical experience, to estimate the allowance necessary for the remaining accounts receivable. For those customers that are thought to be at higher risk, the Company makes assumptions as to collectability based on past history and facts about the current situation. Account balances are charged off against the allowance when it becomes more certain that the receivable will not be recovered. The Company manages its exposure to counterparty credit risk through credit analysis and approvals, credit limits and monitoring procedures.

We utilize factoring arrangements with third-party financial institutions for certain of our trade accounts receivables in order to extend terms for the customer while we benefit from accelerated collections to manage working capital levels more effectively. These arrangements are on a non-recourse basis and are accounted for as sales and all changes in account receivables and cash proceeds are included in Cash provided by operating activities within the Consolidated Statements of Cash Flows. The third-party financial institutions collect payment for the sold receivables and the Company has no continuing involvement with such receivables. Receivables are considered sold when they are transferred beyond the reach of the Company and its creditors, the purchaser has the right to pledge or exchange the receivables, and we have surrendered control over the transferred receivables. During the fiscal years 2025 and 2024 we sold, without recourse $243.9 million and $201.7 million of accounts receivable, respectively. Factoring fees were $4.7 million, $4.9 million, and $4.5 million during fiscal years 2025, 2024, and 2023, respectively, and were included in Operating, administrative, and general expenses within the Consolidated Statements of Operations.

Inventories

Readily Marketable Inventories ("RMI"), which are grain and other agricultural commodities, may be acquired under provisionally priced contracts, are stated at their net realizable value, which approximates estimated selling prices in the ordinary course of business, less reasonably predictable costs of completion, disposal and transportation. At times the Company holds a portion of RMI within its facilities for others. Our storage facilities are licensed warehouses and must be bonded and insured for its capacity under license and is obligated to return to the title holder of the RMI an equal quantity and quality. The Company does not have title to the inventory and is only liable for any deficiencies in grade or shortage of quantity that may arise during the storage period. Management has not experienced historical losses with regard to any deficiencies and does not anticipate material losses in the future.

All other inventories are stated at the lower of cost or net realizable value. Cost is determined by the average cost method. Additional information about inventories is presented in Note 2 to the Consolidated Financial Statements.

Property, Plant and Equipment

Property, plant and equipment is recorded at cost. Repairs and maintenance costs are charged to expense as incurred, while betterments that extend useful lives are capitalized. Depreciation is provided over the estimated useful lives of the individual assets, by the straight-line method. Estimated useful lives are generally as follows: land improvements -3 to 30 years; leasehold improvements - the shorter of the lease term or the estimated useful life of the improvement, ranging from 3 to 20 years; buildings and storage facilities -7 to 40 years; and machinery and equipment -3 to 30 years.

Additional information regarding the Company's property, plant and equipment is presented in Note 3 to the Consolidated Financial Statements.

Goodwill and Intangible Assets

Goodwill represents the excess of the purchase consideration over the fair value of the identifiable net assets acquired in a business combination. Goodwill is not amortized but is evaluated for impairment at least annually, or more frequently if events or changes in circumstances indicate that the carrying amount may not be recoverable. The Company generally performs its annual impairment assessment on October 1st of its fiscal year. Goodwill is tested for impairment at the reporting unit level, which the Company has determined to be its operating segments or, in certain cases, components one level below the operating segments.

Finite‑lived intangible assets include customer lists, software, trademarks, and non‑compete and supply agreements. These assets are amortized on a straight‑line basis over their contractual lives or, when no contractual term exists, over their estimated useful lives.

Additional information about the Company's goodwill and other intangible assets is presented in Note 14 to the Consolidated Financial Statements.

Impairment of Long-lived Assets

Long-lived assets, including intangible assets, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying value of an asset may not be recoverable. Recoverability of assets to be held and used is measured by comparing the carrying amount of the assets to the undiscounted future net cash flows the Company expects to generate with the assets. If such assets are considered to be impaired, the Company recognizes an impairment loss for the amount by which the carrying amount of the assets exceeds the fair value of the assets.

In 2025, the Company recorded charges of $14.8 million for impairments of property, plant and equipment in the Agribusiness segment related to closing several smaller underperforming grain and nutrient locations along with a facility that was damaged from a grain explosion. There was also a $3.4 million charge in the Renewables segment related to the discontinued use of equipment for corn oil refinement. There wereno charges for the year ended December 31, 2024. For the year ended December 31, 2023, ELEMENT was unable to make its scheduled debt payments and was placed into default. The default led to an impairment triggering event, concluding in an $87.2 million impairment charge in the Renewables segment. See Note 17 to the Consolidated Financial Statements, for more information.

Business Interruption Insurance

The Company periodically experiences operational incidents that affect its normal operations and ability to handle grain. These events may be covered under the Company’s business interruption insurance policies. Proceeds from business interruption insurance claims are recorded within Cost of sales and merchandising revenues in the Consolidated Statements of Operations and within Cash provided by operating activities in the Consolidated Statements of Cash Flows.

For the years ended December 31, 2025, 2024, and 2023, the Company recognized business interruption insurance recoveries of $1.4 million, $19.4 million, and $12.5 million, respectively. The current year recoveries related to an incident at a grain terminal in Texas, while prior period recoveries were associated with the collapse of grain bins in Delphi, Indiana, and an incident at the Company’s leased port facility in Texas.

Foreign Currencies

Assets and liabilities recorded in foreign currencies are translated at the exchange rate on the balance sheet date. Revenue and expenses are translated at average rates of exchange prevailing during the year. Translation adjustments resulting from this process are recorded to Accumulated other comprehensive income.

Stock Compensation

Stock compensation expense for all awards is measured at the grant-date fair value. Any total shareholder return component is valued using a Monte Carlo simulation model. The Company recognizes compensation cost on a straight‑line basis over the award’s requisite service period and adjusts for performance conditions when applicable. Forfeitures are recognized as they occur. Upon vesting, the Company issues shares using available treasury shares to the extent possible. If the number of treasury shares have been depleted and are insufficient to satisfy the award, the Company issues new shares of common stock for the remaining portion. Additional information about the Company's stock compensation plans is presented in Note 13 to the Consolidated Financial Statements.

Per Share Data

We present both basic and diluted earnings per share amounts attributable to the Company's shareholders. Basic earnings per common share are determined by dividing net earnings attributable to controlling interests by the weighted-average number of common shares outstanding. Diluted EPS is computed based on the weighted average number of common shares plus the effect of dilutive potential common shares outstanding during the period using the treasury stock method. Dilutive potential common shares include unvested stock options and stock awards.

Revenue Recognition

The Company’s revenue consists of sales from commodity contracts that are accounted for under Accounting Standard Codification ("ASC") 815, Derivatives and Hedging("ASC 815"), and sales of other products and services that are accounted for under ASC 606, Revenue from Contracts with Customers ("ASC 606").

Revenue from commodity contracts (ASC 815)

Revenue from commodity contracts primarily relates to forward sales of commodities in the Company’s Agribusiness and Renewables segments, such as corn, soybeans, wheat, oats, ethanol, and corn oil, which are accounted for as derivatives at fair value under ASC 815. These forward sales meet the definition of a derivative under ASC 815 as they have an underlying (e.g., the price of corn), a notional amount (e.g., metric tons), no initial net investment and can be net settled since the commodity is readily convertible to cash. The Company does not apply the normal purchase and normal sale exception available under ASC 815 to these contracts.

Revenue from commodity contracts is recognized in Sales and merchandising revenues for the contractually stated amount when the contracts are settled. Settlement of the commodity contracts generally occurs upon shipment or delivery of the product, when title and risks and rewards of ownership transfers to the customer. Prior to settlement, these forward sales contracts are recognized at fair value with the unrealized gains or losses recorded within Cost of sales and merchandising revenues. Additional information about the fair value of the Company's commodity derivatives is presented in Notes 5 and 9 to the Consolidated Financial Statements.

There are certain transactions that allow for pricing to occur after title of the goods has passed to the customer. In these cases, the Company continues to report the goods in inventory until it recognizes the sales revenue once the price has been determined. Direct ship commodity sales (where the Company never takes physical possession of the commodity) are recognized based on the terms of the contract.

Certain of the Company's operations provide for customer billings, deposits or prepayments for product that is stored at the Company's facilities. The sales and gross profit related to these transactions are not recognized until the product is shipped in accordance with the previously stated revenue recognition policy and these amounts are classified in the Consolidated Balance Sheets as a current liability titled “Customer prepayments and deferred revenue”.

Revenue from contracts with customers (ASC 606)

Information regarding our revenue from contracts with customers accounted for under ASC 606 is presented in Note 6 to the Consolidated Financial Statements. The Company recognizes revenue from these contracts at a point in time when it satisfies a performance obligation by transferring control of a product to a customer, generally when legal title and risks and rewards of ownership transfer to the customer. Revenue is recognized net of any taxes collected from customers, which are subsequently remitted to governmental authorities.

Income Taxes

Income tax expense for each period includes current tax expense plus deferred expense, which is related to the change in deferred income tax assets and liabilities. Deferred income taxes are provided for temporary differences between the financial reporting basis and the tax basis of assets and liabilities and are measured using enacted tax rates and laws governing periods in which the differences are expected to reverse. The Company evaluates the realizability of deferred tax assets and provides a valuation allowance for amounts that management does not believe are more likely than not to be recoverable, as applicable.

The annual effective tax rate is determined by the Income tax provision as a percentage of Income before income taxes within the Consolidated Statements of Operations. Differences in the effective tax rate and the statutory tax rate may arise from permanent items, tax credits, noncontrolling interest, foreign tax rates and state tax rates in jurisdictions in which the Company operates, changes in valuation allowances, amongst other items.

The Company records reserves for uncertain tax positions when, despite the belief that tax return positions are fully supportable, it is anticipated that certain tax return positions are likely to be challenged and that the Company may not prevail. These reserves are adjusted for changing facts and circumstances, such as the progress of a tax audit or the lapse of statutes of limitations.

Additional information about the Company’s income taxes is presented in Note 7 to the Consolidated Financial Statements.

Clean Fuel Production Credits

The Company has elected to account for clean fuel production credits under Section 45Z in accordance with IAS 20, Accounting for Government Grants and Disclosure of Government Assistance. Credits are recognized as fuel is produced and sold to eligible parties, based on the applicable credit amount per gallon, and are subsequently adjusted to reflect their estimated fair value. These credits are recorded within Other current assets caption on the Consolidated Balance Sheets, as Other income, net within the Consolidated Statements of Operations, and as an operating activity within the Consolidated Statement of Cash Flows.

Employee Benefit Plans

The Company provides full-time employees hired before January 1, 2003, with postretirement health care benefits. In order to measure the expense and funded status of these employee benefit plans, management makes several estimates and assumptions based on the Company's historical experience combined with management's knowledge and understanding of current facts and circumstances. As of the reporting date, the Company has recorded a liability of $16.1 million related to the plan. The Company has determined that the plan and its related obligation are immaterial to the Company’s Consolidated Financial Statements.

The Company provides certain full-time employees with retirement benefits under defined contribution plans. The Company's expense for its defined contribution plans amounted to $12.3 million, $14.2 million, and $17.7 million for the years ended December 31, 2025, 2024, and 2023, respectively.

Derivatives

The Company uses derivative instruments to manage its exposure to fluctuations in mainly agricultural commodity prices and interest rates. Commodity contracts related to forward sales, primarily within the Agribusiness segment and covering products such as corn, wheat, soybeans, and oats, are accounted for at fair value as derivatives under ASC 815. Although these commodity contracts serve as effective economic hedges, the Company does not designate or account for them as hedges and generally do not extend beyond one crop cycle. As a result, commodity derivatives are reported at fair value within Commodity derivative assets – current or Commodity derivative liabilities – current on the Consolidated Balance Sheets, and changes in their fair value are recognized in Cost of sales and merchandising revenues in the Consolidated Statements of Operations.

All of the Company’s interest rate derivatives are designated as hedges of outstanding variable-rate debt. The Company evaluates whether these instruments are highly effective in offsetting changes in the associated hedged items and performs ongoing qualitative or quantitative effectiveness testing to verify that assertion is still met. Changes in the fair value of these interest rate derivatives are recorded in Accumulated other comprehensive income, and amounts are reclassified to Interest expense, net when the hedged cash flows impact earnings, or to Other income, net in the Consolidated Statements of Operations if the hedge is no longer considered effective.

Additional information about the Company’s derivatives is presented in Notes 5 and 9 to the Consolidated Financial Statements.

Master Netting Arrangements

Generally accepted accounting principles permit a party to a master netting arrangement to offset fair value amounts recognized for derivative instruments against the right to reclaim cash collateral or obligation to return cash collateral under the same master netting arrangement. The Company has master netting arrangements for its exchange traded futures and options contracts and certain over-the-counter contracts. When the Company enters into a futures, options or an over-the-counter contract, an initial margin deposit may be required by the counterparty. The amount of the margin deposit varies by commodity. If the market price of a futures, option or an over-the-counter contract moves in a direction that is adverse to the Company's position, an additional margin deposit, called a maintenance margin, is required. The Company nets, by counterparty, its futures and over-the-counter positions against the cash collateral provided or received. The margin deposit assets and liabilities are included in short-term commodity derivative assets or liabilities, as appropriate, in the Consolidated Balance Sheets.

Fair Value Measurements

The Company measures certain assets and liabilities at fair value. The fair value hierarchy prioritizes the inputs used in valuation techniques based on their observability in the marketplace. Each fair value measurement is classified entirely within the lowest level of input that is significant to the valuation.

•Level 1 – Inputs are unadjusted quoted prices for identical assets or liabilities in active markets. Level 1 instruments include marketable securities with readily available quoted prices, exchange‑traded derivative contracts, and provisionally priced commodity contracts that move in tandem with active exchange prices.

•Level 2 – Inputs consist of quoted prices for similar instruments in markets that are less active than major exchanges, and other inputs that are observable or can be corroborated with market data for substantially the full term of the instrument. Level 2 instruments include over‑the‑counter (“OTC”) commodity purchase and sale contracts, OTC derivatives valued using models primarily based on exchange‑traded prices (adjusted for location‑specific factors that are observable or supported by market data), as well as exchange‑traded derivatives or marketable securities traded in less active markets.

•Level 3 – Inputs are largely unobservable, supported by minimal or no market activity, and represent significant components in determining the fair value of the asset or liability. Level 3 instruments include assets and liabilities for which the determination of fair value requires significant management judgment, estimation, or specific valuation techniques. The Company holds certain equity securities that do not have readily determinable fair values that are classified as level 3. The Company's policy is to measure these investments at cost, adjusted for any impairments and observable price changes in orderly transactions for identical or similar investments of the same issuer.

The fair values of the Company’s other current financial assets and current financial liabilities approximate their carrying amounts.

Business Combinations

The Company accounts for its acquisitions in accordance with ASC Topic 805, Business Combinations. Under this guidance, the purchase consideration is allocated to the identifiable assets acquired and liabilities assumed based on their estimated fair values as of the acquisition date, with any excess consideration recognized as goodwill.

Determining the fair values of acquired assets and assumed liabilities requires significant judgment, particularly in valuing intangible assets. Management develops these estimates using assumptions it believes are reasonable, informed by historical experience and information obtained from the acquired business. The underlying valuations rely on forward‑looking estimates and are inherently uncertain. Intangible assets such as customer relationships, trademarks, and non-compete agreements are generally valued using discounted cash flow models. Key assumptions within these models include projected revenue growth rates, customer attrition rates, and royalty rates, among others. These assumptions may change as future economic or market conditions evolve.

During the measurement period, which may extend up to one year from the acquisition date, the Company may record adjustments to the provisional amounts recognized if new information becomes available regarding the fair values of the assets acquired or liabilities assumed. Such adjustments are reflected as changes to the purchase consideration and the related allocation. Once the measurement period ends, or once the values are finalized, whichever occurs first, any subsequent adjustments are recognized in the Consolidated Statement of Operations.

Leases

The Company determines whether an arrangement contains a lease and classifies it as either an operating or finance lease at inception. The Company leases certain grain handling and storage facilities, ethanol storage terminals, warehouse space, railcars, office space, machinery and equipment, vehicles and information technology equipment. Many of these leases include renewal options that may extend the lease term generally no longer than 10 years. These renewal options are included in the measurement of right‑of‑use assets and lease liabilities only when the Company is reasonably certain it will exercise them. The Company’s lease agreements are comprised of mainly fixed payment terms, with some leases containing index-based or fixed rent escalation clauses, and no leases that contain material residual value guarantees.

The Company has elected to not to apply the leasing recognition requirements to leases deemed as short‑term in nature, a leasing period shorter than one year, across all asset categories. Instead, payments for short‑term leases are recognized in earnings on a straight‑line basis over the lease term, and variable lease costs are recognized in the period the obligation arises. We have lease agreements with lease and non-lease components, which are generally accounted for separately. As substantially all of the Company's leases do not provide an implicit rate, we generally use the Company's incremental borrowing rate based on the estimated rate of interest for collateralized borrowing over a similar term of the lease payments at commencement date.

Recent Accounting Pronouncements

Recently issued accounting pronouncements not yet adopted

In November 2024, the FASB issued ASU No. 2024-03, Disaggregation of Income Statement Expenses (Subtopic 220-40), which requires the disaggregated disclosure of specific expense categories, including purchases of inventory, employee compensation, depreciation, and amortization, within relevant income statement captions. This ASU also requires disclosure of the total amount of selling expenses along with the definition of selling expenses. The ASU is effective for annual periods beginning after December 15, 2026, and interim periods within fiscal years beginning after December 15, 2027. Adoption of this ASU can either be applied prospectively to consolidated financial statements issued for reporting periods after the effective date of this ASU or retrospectively to any or all prior periods presented in the consolidated financial statements. Early adoption is also permitted. This ASU will likely result in the required additional disclosures being included in the Company's financial statements, once adopted. We are currently evaluating the provisions of this ASU.

In December 2025, the FASB issued ASU No. 2025‑10, Government Grants (Topic 832): Accounting for Government Grants Received by Business Entities, which establishes authoritative GAAP guidance on the recognition, measurement, and presentation of government grants received by business entities. The ASU defines the scope of government grants, prescribes recognition only when it is probable that the entity will comply with grant conditions and that the grant will be received, and outlines the appropriate timing of recognition for both asset‑related and income‑related grants. The ASU is effective for public business entities for annual periods beginning after December 15, 2028, including interim periods within those annual periods. Early adoption is also permitted. The Company is currently evaluating the provisions of this ASU, but does not believe the new standard will have a material impact on the Company’s financial statements.

Recently adopted accounting pronouncements

In December 2023, the FASB issued ASU No. 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, which improves the transparency of income tax disclosures by requiring consistent categories and greater disaggregation of information in the effective tax rate reconciliation and income taxes paid disaggregated by jurisdiction. It also includes certain other amendments to improve the effectiveness of income tax disclosures. This ASU was adopted in the Company's annual reporting for the year ended December 31, 2025. The adoption resulted in incremental income tax disclosures presented. See Note 7 to the Consolidated Financial Statements.

2. Inventories

Major classes of inventories are presented below. RMI are agricultural commodity inventories such as corn, soybeans, wheat, and ethanol co-products, among others, carried at net realizable value which approximates fair value based on their commodity characteristics, widely available markets, and pricing mechanisms. The net realizable value of RMI is calculated as the fair value (spot price of the commodity in an exchange), less cost of disposal and transportation based on the local market. All other inventories are held at lower of cost or net realizable value. The components of inventories are as follows:

(a) Includes RMI of $1,001.3 million and $944.5 million at December 31, 2025, and December 31, 2024, respectively.

3. Property, Plant and Equipment

The components of property, plant and equipment are as follows:

Depreciation expense on property, plant and equipment amounted to $116.5 million, $105.3 million, and $100.6 million for the years ended December 31, 2025, 2024, and 2023, respectively.

4. Debt

The capacity of the Company's short-term lines of credit at December 31, 2025 was $2,054.8 million, of which the Company had a total of $1,802.6 million available for borrowing. The Company's borrowing capacity is reduced by a combination of outstanding borrowings and letters of credit. The weighted-average interest rate on short-term borrowings outstanding at December 31, 2025, and 2024, was 6.20% and 7.15%, respectively.

Total interest paid was $46.0 million, $31.1 million, and $47.0 million for the years ended December 31, 2025, 2024, and 2023, respectively.

As of December 31, 2025, the Company was in compliance with all financial covenants.

Long-Term Debt

(a) Debt is collateralized by first mortgages on certain facilities and related equipment or other assets with a book value of $52.4 million.

(b) Debt is non-recourse to the Company and collateralized by substantially all assets of Skyland with a net book value of $122.6 million.

The aggregate annual maturities oflong-term debt are as follows: 2026 -- $63.4 million; 2027 -- $137.6 million; 2028 -- $31.6 million; 2029 -- $207.6 million; 2030 -- $26.7 million; and $158.5 million thereafter.

5. Derivatives

Commodity Contracts

The net asset or liability positions of commodity derivatives (net of their cash collateral) are determined on a counterparty-by-counterparty basis. The net position is included within Commodity derivative assets (or liabilities) - current in the Consolidated Balance Sheets. Most contracts for the sale of commodities to processors or other commercial consumers generally do not extend beyondone year. The following table presents a summary of the estimated fair value of the Company’s commodity derivative instruments that require cash collateral and the associated cash posted or received as collateral.

The following table presents, on a gross basis, current and non-current commodity derivative assets and liabilities:

The net gains and losses on commodity derivatives not designated as hedging instruments included in the Company’s Consolidated Statements of Operations and the line items in which they are located are as follows:

The Company's volumes of commodity derivative contracts outstanding (on a gross basis) are as follows:

Interest Rate Derivatives

The fair value of the Company's interest rate derivatives designated as hedging instruments are as follows:

The recording of interest rate derivatives gains and losses and the financial statement line item in which they are located are as follows:

The following table presents the open interest rate contracts at December 31, 2025:

6. Revenue

A majority of the Company's Sales and merchandising revenues are generated from contracts that are outside the scope of ASC 606, Revenues from Contracts with Customers. Approximately 85% of the Company's sales contracts are derivatives within the scope of ASC 815, Derivatives and Hedging, with the remaining 15% accounted for under ASC 606. Substantially all sales and merchandising revenues subject to ASC 606 are recognized at a point in time, with the vast majority generated by the Agribusiness segment. Therefore, a further disaggregation of ASC 606 Sales and merchandising revenues and detail of outstanding contract balances within the Agribusiness segment have been provided below:

Specialty and primary nutrients

The company sells several different types of specialty nutrient products, including: low-salt liquid starter fertilizers, micro-nutrients and other specialty lawn products. These products can be sold through the wholesale distribution channels as well as directly to end users at the farm center locations. Similarly, the Company sells several different types of primary nutrient products, including: nitrogen, phosphorus, and potassium. These products may be purchased and re-sold as is or sold as finished goods resulting from a blending and manufacturing process. The contracts associated specialty and primary nutrients generally have a single performance obligation, as the Company has elected the accounting policy to consider shipping and handling costs as fulfillment costs. Revenue is recognized when control of the product has passed to the customer. Payment terms generally range from 0 - 30 days.

Premium Ingredients

The Company's premium ingredient products are mainly comprised of pulses, organics and pet food ingredients. Contracts for premium ingredients generally have a single performance obligation, as the Company has elected the accounting policy to consider shipping and handling costs as fulfillment costs. Revenue is recognized when control of the product has passed to the customer which follows shipping terms on the contract. Payment terms for premium ingredients generally range from 30 - 120 days.

Propane and Fuels

Revenue is recognized at a point in time when obligations under the terms of the contract with the customer are satisfied. This occurs with the transfer of control to customers when products are shipped for direct sales to customers or when the product is picked up by a customer. Contracts contain one performance obligation which is the delivery to the customer at a point in time. Revenue is measured as the amount of consideration received in exchange for transferring products. The Company recognizes the cost for shipping as an expense in Cost of sales and merchandising revenues when control over the product has transferred to the customer. Payment terms generally range from 0 -30 days.

Contract balances

The balances of the Company's contract liabilities were $30.5 million and $24.8 million as of December 31, 2025 and December 31, 2024, respectively. The difference between the opening and closing balances of the Company’s contract liabilities primarily results from the timing difference between the Company’s performance and the customer’s payment. The main driver of the contract liabilities balance is payments for primary and specialty nutrients within the Agribusiness segment received in advance of fulfilling the performance obligations of customers contracts. Contract liabilities are generally built up at year-end and through the first quarter as a result of payments in advance of fulfilling our performance obligations under our customer contracts in preparation for the spring application season. Revenue is then recognized as the Company fulfills its contract obligations through the application season. Contract liabilities at December 31, 2025, increased slightly compared to the prior year due to the timing of farmer prepayments.

7. Income Taxes

The income tax provision consists of the following:

Income before income taxes consists of the following:

A reconciliation from the statutory U.S. federal tax rate to the effective tax rate follows:

(1)In 2025, state and local income taxes in California comprise the majority of state and local income taxes, net of federal effect. In 2024, state and local income taxes in Indiana, Kansas, Illinois, and Michigan comprise the majority of state and local income taxes, net of federal effect. In 2023, state and local income taxes in Kansas comprise the majority of state and local income taxes, net of federal effect.

Income taxes paid (net of refunds received) by jurisdiction exceeded five percent of total income taxes paid (net of refunds received) as noted in the following:

*Jurisdiction is below the threshold for the period presented.

TAMH, Skyland, and ELEMENT, for the periods in which the entity was consolidated, are treated as partnerships for U.S. tax purposes. Partnerships are not taxable entities so the tax consequences of the partnership’s transactions flow through to the partners at their proportionate share. As a result, the Consolidated Statements of Operations do not reflect such income taxes within Net income attributable to the noncontrolling interest.

The Company has elected to treat Global Intangible Low Tax Income (“GILTI”) as a period cost and, therefore, has not recognized deferred taxes for basis differences that may reverse as GILTI tax in future years.

For the years ended December 31, 2025, and 2024, the Company has not recognized deferred tax liabilities for temporary differences related to investments in foreign subsidiaries that were deemed permanently reinvested. Determination of the amount of unrecognized deferred income tax liabilities on these earnings is not practicable because such liability, if any, depends on certain circumstances existing and if/when remittance occurs. A deferred tax liability will be recognized if and when the Company no longer plans to permanently reinvest these undistributed earnings.

Significant components of the Company's deferred tax liabilities and assets are as follows:

The following table summarizes the amounts recognized in the Company's Consolidated Balance Sheets related to deferred tax assets and liabilities:

At December 31, 2025, the Company had $48.9 million, $25.4 million, and $118.1 million of U.S. Federal, non-U.S., and state net operating loss carryforwards that for non-U.S. and state purposes begin to expire in 2027 and 2026, respectively. The Company also has $4.5 million of U.S. foreign tax credit ("FTCs") carryforwards that begin to expire in 2026. The valuation allowance of $9.2 million is related to $4.5 million, $3.4 million, and $1.3 million of U.S. federal FTCs, foreign net operating losses, and other U.S. deferred tax assets, respectively.

Deferred income tax assets and liabilities are recognized for the future tax consequences attributable to differences between financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. A valuation allowance will be recorded to reduce deferred tax assets if, based on all available evidence, it is considered more likely than not that some portion or all of the recorded deferred tax assets will not be realized in future periods. In assessing the realizability of our deferred tax assets, we consider positive and negative evidence, including historical operating results, future reversals of existing taxable temporary differences, projected future earnings, and tax planning strategies.

A reconciliation of the beginning and ending amounts of unrecognized tax benefits is as follows:

As of December 31, 2025, 2024 and 2023, if our unrecognized tax benefits were recognized in future periods, they would favorably impact our effective tax rate by $39.3 million, $70.5 million, and $84.7 million, respectively. As of December 31, 2025, unrecognized tax benefits of $41.2 million include $22.9 million associated with the federal and state research & development credits.

The Company’s practice is to recognize interest and penalties on uncertain tax positions in the Income tax provision within the Consolidated Statements of Operations. At December 31, 2025, 2024, and 2023, the Company recorded reserves of $11.7 million, $15.7 million, and $13.0 million, respectively, of interest and penalties on uncertain tax positions in Other long-term liabilities within the Consolidated Balance Sheets.

8. Accumulated Other Comprehensive Income

The following table summarizes the changes in Accumulated other comprehensive income ("AOCI"):

(a)Amounts reclassified from gain (loss) on cash flow hedges are reclassified from AOCI to income when the hedged item affects earnings. Gains and losses from interest rate derivatives are recognized in Interest expense, net within the Consolidated Statements of Operations as interest payments are made on the Company's variable rate debt. When interest rate derivatives are settled prior to maturity, the gain or loss is recognized in Other income, net within the Consolidated Statements of Operations. See Note 5 for additional information.

(b)This AOCI component is included in the computation of net periodic benefit cost recorded in Operating, administrative and general expenses within the Consolidated Statements of Operations.

(c)The Company utilizes the aggregate approach for releasing disproportionate income tax effects in AOCI.

9. Fair Value Measurements

The following table presents the Company's assets and liabilities measured at fair value on a recurring basis:

(a)Includes associated cash posted/received as collateral.

(b)Included in "Provisionally priced contracts" are those instruments based only on underlying futures values (Level 1) and delayed price contracts (Level 2).

(c)Recorded in Other assets on the Company’s Consolidated Balance Sheets related to certain available for sale securities.

(d)Included in "Other assets and liabilities" are assets held by the Company to fund deferred compensation plans and foreign exchange derivative contracts (Level 1), as well as interest rate derivatives (Level 2).

Level 1 commodity derivatives reflect the fair value of the exchange-traded futures and options contracts that the Company holds, net of the cash collateral that the Company has in its margin account.

The majority of the Company’s assets and liabilities measured at fair value are based on the market approach valuation technique. With the market approach, fair value is derived using prices and other relevant information generated by market transactions involving identical or comparable assets or liabilities.

The Company’s net commodity derivatives primarily consist of futures or options contracts via regulated exchanges and contracts with producers or customers under which the future settlement date and bushels (or gallons in the case of ethanol contracts) of commodities to be delivered (primarily wheat, corn, soybeans and ethanol) are fixed and under which the price may or may not be fixed. Depending on the specifics of the individual contracts, the fair value is derived from the futures or options prices quoted on various exchanges for similar commodities and delivery dates as well as observable quotes for local basis adjustments (the difference, which is attributable to local market conditions, between the quoted futures price and the local cash price). Because “basis” for a particular commodity and location typically has multiple quoted prices from other agribusinesses in the same geographical vicinity and is used as a common pricing mechanism in the agribusiness industry, the Company has concluded that “basis” is typically a Level 2 fair value input for purposes of the fair value disclosure requirements related to our commodity derivatives, depending on the specific commodity. Although nonperformance risk, both of the Company and the counterparty, is present in each of these commodity contracts and is a component of the estimated fair values, based on the Company’s historical experience with its producers and customers and the Company’s knowledge of their businesses, the Company does not view nonperformance risk to be a significant input to fair value for these commodity contracts.

These fair value disclosures exclude RMI which consists of agricultural commodity inventories measured at net realizable value. The net realizable value used to measure the Company’s agricultural commodity inventories is the fair value (spot price of the commodity in an exchange), less cost of disposal and transportation based on the local market. This valuation would generally be considered Level 2. The amount of RMI is disclosed in Note 2. Changes in the net realizable value of commodity inventories are recognized as a component of Cost of sales and merchandising revenues.

Provisionally priced contract liabilities are those for which the Company has taken ownership and possession of grain, but the final purchase price has not been established. In the case of payables where the unpriced portion of the contract is limited to the futures price of the underlying commodity or the Company has delivered a provisionally priced grain and a subsequent payable or receivable is set up for any future changes in the grain price, quoted exchange prices are used and the liability is deemed to be Level 1 in the fair value hierarchy. For all other unpriced contracts which include variable futures and basis components, the amounts recorded for delayed price contracts are determined on the basis of local grain market prices at the balance sheet date and, as such, are deemed to be Level 2 in the fair value hierarchy.

The convertible preferred securities are interests in several early-stage enterprises that may be in various forms, such as convertible debt or preferred equity securities.

A reconciliation of beginning and ending balances for the Company’s recurring fair value measurements using Level 3 inputs is as follows:

The following tables summarize quantitative information about the Company's Level 3 fair value measurements:

(a) The Company considers observable price changes and other additional market data available to estimate fair value, including additional capital raising, internal valuation models, progress towards key business milestones, and other relevant market data points.

There were no non-recurring fair value measurements as of December 31, 2025, and 2024.

As of December 31, 2025, and 2024, the estimated fair value of long-term debt, including the current portion, was $618.7 million and $635.4 million, respectively. The Company estimates the fair value of its long-term debt based upon the Company’s credit standing and current interest rates offered by the Company on similar bonds and rates currently available to the Company for long-term borrowings with similar terms and remaining maturities. The Company considers this to be a level 2 fair value measurement.

10. Segment Information

Reportable segments are components of the Company for which discrete financial information is available and that are regularly evaluated by the Chief Operating Decision Maker (“CODM”). The Company has identified the Chief Executive Officer to be the Company's CODM as he has final authority over performance assessment and resource allocation decisions. The CODM regularly receives and uses discrete financial information for each reportable segment as well as select supplemental financial information for certain business units. The CODM uses this information to assess segment performance and allocate resources by comparing actual results to forecasted and historical information and discussing observations with the broader leadership team responsible for managing each segment. These reviews occur on a regular basis and include probing inquiries, analysis of both company-specific and market-based factors, and consideration of trends impacting each segment. The CODM evaluates performance and allocates resources to each reportable segment primarily based on the segment profit or loss, which represents each segment’s Income (loss) before income taxes.

The Company’s operations includetwo reportable business segments that are distinguished primarily on the basis of products and services. The Agribusiness segment includes commodity merchandising, the operation of terminal grain elevator facilities, and the manufacturing and distribution of plant nutrient products. The Renewables segment produces and sells ethanol and co-products, while also managing a merchandising portfolio that includes ethanol, ethanol co-products, and renewable feedstocks. Other includes corporate income and expenses, costs for shared support functions that support the operating segments, and various elimination and consolidation adjustments. Each segment is managed separately under the Company's organizational structure, reflecting differences in strategic objectives, operational processes, and management accountability.

Effective January 1, 2025, the Company realigned its organizational structure to better reflect updates in management reporting resulting in a change in reportable segments. As a result, the former Trade segment was combined with the former Nutrient & Industrial segment in the newly formed Agribusiness segment along with several smaller business lines being moved between the Agribusiness and Renewables segments. Management assessed the impact of the recast on the related reporting units and determined that a recast of goodwill balances between segments was not material. All prior period segment information has been recast to conform to the current year presentation.

The segment information below includes the allocation of expenses shared by one or more operating segments. Although management believes such allocations are reasonable, the operating information does not necessarily reflect how such data might appear if the segments were operated as separate businesses. The Company does not have any customers who represent 10 percent, or more, of total revenues.

(a) Asset impairments of $14.8 million in the Agribusiness segment as a result of closing several smaller underperforming grain and nutrient locations along with a facility that was damaged from a grain explosion. There was also a $3.4 million charge in the Renewables segment related to the discontinued use of equipment for corn oil refinement.

(b) Other segment items for each reportable segment includes:

Agribusiness - property insurance recoveries, interest income, patronage income, amongst other items.

Renewables - clean fuel production tax credits, interest income, patronage income, amongst other items.

(a) Other segment items for each reportable segment includes:

Agribusiness - interest income, property insurance recoveries, patronage income, amongst other items.

Renewables - interest income, a gain on the deconsolidation of the ELEMENT joint venture, patronage income, amongst other items.

(a) Asset impairment of $87.2 million as the Company recorded an impairment charge related to ELEMENT in the first quarter of 2023, as the plant faced operational and market-based challenges which were exacerbated by a shift in the California Low Carbon Fuel Standard credit markets and high western corn basis.

(b) Other segment items for each reportable segment includes:

Agribusiness - interest income, property insurance recoveries, gains on sales of assets & businesses, patronage income, amongst other items.

Renewables - interest income, a gain on the deconsolidation of ELEMENT joint venture, patronage income, Biofuel Producer Program funds, amongst other items.

(a) Depreciation and amortization disclosed by reportable segment is included within both Cost of sales and merchandising revenues and Operating, administrative and general expenses within the Consolidated Statement of Operations.

(a) Depreciation and amortization disclosed by reportable segment is included within both Cost of sales and merchandising revenues and Operating, administrative and general expenses within the Consolidated Statement of Operations.

(a) Depreciation and amortization disclosed by reportable segment is included within both Cost of sales and merchandising revenues and Operating, administrative and general expenses within the Consolidated Statement of Operations.

Substantially all of the Company's long-lived assets are located within the United States. The Company had approximately $47.8 million and $45.8 million in long-lived assets abroad at December 31, 2025, and 2024, respectively with substantially all of the foreign long-lived assets located within Canada for both periods presented.

11. Leases

The components of lease cost recognized within the Company's Consolidated Statement of Operations were as follows:

Supplemental cash flow information related to leases was as follows:

The following table summarizes the amounts recognized in the Company's Consolidated Balance Sheets related to leases:

The following table outlines maturities of the Company's lease liabilities as of December 31, 2025: