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Andersons, Inc.

For the period ended Dec 31, 2025. Filed Feb 18, 2026.

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About this filing

A company's yearly report to the SEC, with audited financial statements. It is the fullest account a company gives of its business, its finances and the risks it sees.

FY2025 · Filed Feb 18, 2026

ANDE$54.48-1.3%Stored close · as of Nov 10, 2026

Extracted filing text, with the paragraph anchors used by the comparison.

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Contents

Report of the Independent Registered Public Accounting Firm

Report of Independent Registered Public Accounting Firm

To the shareholders and the Board of Directors of The Andersons, Inc.

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheets of The Andersons, Inc. and subsidiaries (the “Company”) as of December 31, 2025 and 2024, the related consolidated statements of operations, comprehensive income, equity, and cash flows, for each of the three years in the period ended December 31, 2025, and the related notes and the schedule listed in the Index at Item 15 (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2025 and 2024, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2025, in conformity with accounting principles generally accepted in the United States of America.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company’s internal control over financial reporting as of December 31, 2025, based on criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated February 18, 2026, expressed an unqualified opinion on the Company’s internal control over financial reporting.

Basis for Opinion

These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

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

Critical Audit Matter

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

Goodwill — A Reporting Unit within the Agribusiness Segment — Refer to Notes 1 and 15 to the consolidated financial statements

Critical Audit Matter Description

Goodwill is tested for impairment annually as of October 1, or more frequently if impairment indicators arise. The Company compares the fair value of each reporting unit to its carrying value. The fair value is determined based on both an income approach (discounted cash flows) and a market approach (guideline public company). The income approach estimates fair value by using a reporting unit’s estimated future cash flows, discounted at the weighted average cost of capital. The market approach estimates fair value by applying valuation multiples to the reporting unit’s estimated future results. The multiples are derived from publicly traded companies that reflect economic conditions and risks that are similar to the reporting unit. The determination of fair value using these approaches requires management to make significant estimates and assumptions related to future cash flows and operating performance, discount rates, and market multiples. The fair value of all reporting units exceeded their carrying value as of the measurement date and, therefore, no impairment was recognized.

Given the nature of operations for one reporting unit within the Agribusiness segment, the sensitivity of this report unit to changes in market dynamics, and the difference between its fair value and the carrying value, auditing management’s judgments related to the selection of the weighted average cost of capital and market multiples required a high degree of auditor judgment and an increased extent of effort, including the need to involve our fair value specialists, when performing audit procedures to evaluate the reasonableness of management’s assumptions related to selection of the weighted average cost of capital and market multiples as of October 1, 2025.

How the Critical Audit Matter Was Addressed in the Audit

Our audit procedures related to the selection of the weighted average cost of capital and market multiples used by management to estimate the fair value for this reporting unit included the following, among others:

We tested the effectiveness of internal controls over management’s selection of the valuation assumptions used to determine the fair value, including the weighted average cost of capital and market multiples.

With the assistance of our fair value specialists, we evaluated the reasonableness of the weighted average cost of capital by:

–Testing the source information underlying the determination of the weighted average cost of capital and the mathematical accuracy of the calculation

–Evaluating the underlying factors that led to management’s determination of the company-specific risk premium

–Developing a range of independent estimates of the weighted average cost of capital and comparing those to the weighted average cost of capital selected by management.

With the assistance of our fair value specialists, we evaluated the reasonableness of the market multiples by:

–Testing the source information underlying the guideline public company multiples and the mathematical accuracy of the calculations

–Evaluating the underlying factors that led to management’s determination of the selected multiple

–Comparing the selected multiple to the multiples of the guideline public companies.

/s/Deloitte & Touche LLP

Cleveland, Ohio

February 18, 2026

We have served as the Company’s auditor since 2015.

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The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.