Andersons, Inc.

The Andersons, Inc. is a leading, nimble North American agriculture and renewable fuels company founded in Maumee, Ohio in 1947. The Company is a significant player in the North American agricultural and renewable fuels supply chains. The Company's operations are classified into two reportable business segments: Agribusiness and Renewables. The Agribusiness segment is a diversified business focusing on capturing profits through relationships with agricultural producers and end users as both a supplier and customer, including merchandising and managing logistics across a wide range of commodities as well as being a manufacturer, distributor, and retailer of agricultural and related plant nutrients. The Renewables segment produces, purchases and sells ethanol and co-products, demonstrating an expertise in ethanol plant management, logistics and commercialization of ethanol and co-products with a focus on leading the industry in margins per bushel.

The Company competes in the sale of commodities and nutrient inputs with other public and private grain brokers, farm retailers, elevator operators and farmer owned cooperatives. Some of the Company's competitors are also its customers. Competition is based primarily on price, service and reliability. For agricultural commodities, the Company often buys in smaller lots, so its competition for the purchase of commodities is generally local or regional in scope, although there are some large national and international companies that maintain regional grain purchase and storage facilities. The markets for the Company's products in both of its business segments are highly competitive, and some of its competitors are significantly larger, compete in wider markets, have greater purchasing power, and have considerably larger financial resources.

The Company generates revenue through the Agribusiness segment, which merchandises and manages logistics across a wide range of commodities and manufactures, distributes, and retails agricultural and related plant nutrients, and the Renewables segment, which produces, purchases and sells ethanol and co-products. The Agribusiness segment specializes in the movement of physical commodities such as whole grains, grain products, feed ingredients and domestic fuel products among other agricultural commodities, with the principal commodities sold being corn, wheat and soybeans. The segment also operates grain elevators across the United States and Canada where income is earned on commodities bought and sold through the elevator, commodities that are purchased and conditioned for resale, and commodities that are held in inventory until a future period, earning an elevation margin. The Renewables segment, with its four ethanol plants, also operates a merchandising and trade portfolio of ethanol, ethanol co-products and other biofuels, such as renewable feedstocks.

The Agribusiness segment is a diversified business focusing on capturing profits through relationships with agricultural producers and end users as both a supplier and customer. This includes merchandising and managing logistics across a wide range of commodities as well as being a manufacturer, distributor, and retailer of agricultural and related plant nutrients. The segment specializes in the movement of physical commodities such as whole grains, grain products, feed ingredients and domestic fuel products among other agricultural commodities. The Company has a broad geographic footprint with a diversified portfolio of physical commodities, although the principal commodities sold by the Company are corn, wheat and soybeans. Exported commodity sales are made both through intermediaries and direct shipments to foreign countries. The Company also handles bulk agricultural fertilizers, produces specialized high-value nutrient products, and services a variety of industrial and consumer markets with related products. In support of its commodity handling activities, Agribusiness also operates grain elevators across the United States and Canada where income is earned on commodities bought and sold through the elevator, commodities that are purchased and conditioned for resale, and commodities that are held in inventory until a future period, earning an elevation margin. The segment's asset-based grain handling business is seasonal in nature in that the largest portion of the principal grains are harvested and delivered from the farm and commercial elevators typically in July for wheat and September through November for corn and soybeans. The business also offers a number of unique grain marketing, risk management and origination services to its customers and ethanol plants within the Renewables segment for which it collects fees. Sales of agricultural nutrients and turf related products are heaviest in the spring and fall.

The Renewables segment produces, purchases and sells ethanol and co-products. With its four ethanol plants, the segment demonstrates an expertise in ethanol plant management, logistics and commercialization of ethanol and co-products with a focus on leading the industry in margins per bushel. The segment also operates a merchandising and trade portfolio of ethanol, ethanol co-products and other biofuels, such as renewable feedstocks. On July 31, 2025, the Company acquired the remaining 49.9% ownership interest in The Andersons Marathon Holdings LLC ("TAMH"). Upon completion of the transaction, TAMH was renamed The Andersons Renewables, LLC. The Andersons Renewables, LLC is comprised of four ethanol plants located in Iowa, Indiana, Michigan, and Ohio. These plants have a combined nameplate capacity of 405 million gallons but have a history of outperforming the nameplate capacity. During the year ended December 31, 2023, the Company also owned 51% of ELEMENT, LLC ("ELEMENT") and ICM, Inc. ("ICM") owned the remaining 49% interest. ELEMENT was comprised of a 70 million-gallon-per-year bio-refinery in Kansas. ELEMENT was concluded to be a variable interest entity ("VIE") and had been consolidated within the Company's Consolidated Financial Statements. On April 18, 2023, the Company ceased to have a controlling financial interest and was no longer deemed to be the primary beneficiary in the subsidiary. Accordingly, the Company deconsolidated ELEMENT at that time and began accounting for the subsidiary as an equity method investment. Substantially all of ELEMENT's assets were sold on January 31, 2024.

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 ¹. TAMH had previously been classified as the Company's sole Variable Interest Entity ("VIE"), with the Company identified as the primary beneficiary. 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. 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 net assets of $128.4 million ² are restricted as to dividend payments to the Company as of December 31, 2025. The Company commenced a common share repurchase plan on August 15, 2024, which authorized $100 million ³ of common share repurchases to be made on or before August 15, 2027. As of December 31, 2025, approximately $17.7 million ⁴ of the Repurchase Plan had been utilized. The Company paid $26.8 million ⁵ in dividends in 2025 compared to $26.3 million ⁶ in 2024. The Company paid $0.195 ⁷ per common share for the dividends paid in January, April, July and October 2025, and $0.190 ⁸ per common share for the dividends paid in January, April, July and October 2024. On December 11, 2025, the Company declared a cash dividend of $0.20 ⁹ per common share, payable on January 23, 2026, to shareholders of record on January 2, 2026.

For the year ended December 31, 2025, total sales and merchandising revenues were $11,008,928 thousand ¹⁰, compared to $11,257,548 thousand ¹¹ in 2024. Gross profit was $713,651 thousand ¹² in 2025, compared to $693,926 thousand ¹³ in 2024. Net income attributable to The Andersons, Inc. was $95,713 thousand ¹⁴ in 2025, compared to $114,012 thousand ¹⁵ in 2024. Diluted earnings per share attributable to The Andersons, Inc. common shareholders was $2.79 ¹⁶ in 2025, compared to $3.32 ¹⁷ in 2024. Net cash provided by operating activities was $176,998 thousand ¹⁸ in 2025, compared to $331,506 thousand ¹⁹ in 2024.

The Agribusiness segment's complementary asset footprint should provide some uplift in 2026, with more traditional basis appreciation opportunities in the west, while continued export demand would benefit elevation margins for the eastern assets. Sorghum exports remained strong into early 2026 which the Company expects will benefit its Skyland Grain, LLC ("Skyland") and Houston port export assets. As on-farm grain volumes come to market, merchandising opportunities may arise. Domestic premium ingredient demand is also expected to stay solid and should continue to support recent capital growth investments. Expected corn plantings are higher than historical average, which may drive demand for nitrogen products, but volumes will be dependent on farmer economics.

Favorable biofuels policies, continuing elevated export demand, upcoming planned industry maintenance, and the summer gasoline demand should all support ethanol fundamentals this year. Renewable feedstocks merchandising should also benefit this year with the proposed robust Renewable Volume Obligations establishing the volume of renewable fuels that must be blended into transportation fuels.

The filing does not contain a specific margin and cost outlook with exact figures.

The Company expects to invest between $200 to $225 million ²⁰ in property, plant and equipment in 2026; roughly split 50% between growth and maintenance capital.

The Company expects to invest between $200 to $225 million ²¹ in property, plant and equipment in 2026; roughly split 50% between growth and maintenance capital. The Company commenced a common share repurchase plan on August 15, 2024, which authorized $100 million ²² of common share repurchases to be made on or before August 15, 2027. As of December 31, 2025, approximately $17.7 million ²³ of the Repurchase Plan had been utilized. The Company declared a cash dividend of $0.20 ²⁴ per common share, payable on January 23, 2026, to shareholders of record on January 2, 2026.

The Agribusiness segment faced difficult market conditions, including an oversupplied market, low commodity prices, and muted volatility through much of the year. These conditions kept commercial activity more short-term in nature, creating margin pressure in the merchandising business. The Renewables segment's ethanol plants had another outstanding production year, once again setting a record for gallons produced. Ethanol board crush improved $0.02 ²⁵ per gallon over 2024, which was more than offset by higher corn basis in the east and higher natural gas cost.

The Company faces risks related to international conflicts, acts of terrorism and wars that may adversely impact the Company's financial condition or results of operations. Geopolitical instability and conflicts including acts of terrorism, threats of war or actual war, could cause disruptions in the ability to sell and ship products, collect payments from, and do business with certain customers based on logistic challenges, safety concerns, and conforming with regulatory compliance. There could be trade restrictions including export restrictions and tariffs which would increase costs and have an adverse effect on results from operations. Under the current U.S. administration, there has been a heightened risk of new or increased tariffs and trade disputes and there is currently significant uncertainty about the extent of increased tariffs and their enforceability and how they may impact the business and industry.

The Company's business is affected by the supply and demand of commodities and is sensitive to factors outside of its control, including adverse weather conditions, which can affect the supply and demand of these commodities and expose the Company to liquidity pressures to finance hedges in the commodity business in rapidly rising markets. The Company is subject to uncertainty regarding eligibility and monetization of Section 45Z Tax Credits, as the economic value ultimately realized remains uncertain and the transfer market is still developing, typically resulting in discounts to face value. The Company is required to carry significant amounts of inventory across all its businesses, and if a substantial portion of its inventory becomes damaged or obsolete, its value would decrease. The Company's indebtedness could negatively affect its financial condition, decrease its liquidity and impair its ability to operate the business, and certain of its long-term borrowings include provisions that require minimum levels of working capital and equity and impose limitations on additional debt. The Company faces significant competition and pricing pressure from other companies in its industries, and some of its competitors are significantly larger, have greater purchasing power, and have considerably larger financial resources.

Management's message emphasizes that the Agribusiness segment's operating results declined from the prior year as the segment faced difficult market conditions, including an oversupplied market, low commodity prices, and muted volatility through much of the year, but saw improvement through the record fall corn harvest, as the western footprint was able to accumulate good volumes at favorable values. The Renewables segment had another solid performance in 2025 led by strong operations at the Company's ethanol plants, which once again set a record for gallons produced. Management highlighted the acquisition of 100% of the ethanol plants at the end of July, which generated nearly $40 million ²⁶ of incremental plant income before income taxes attributable to the company in the back half of the year. Management also emphasized that with the focus on running efficient ethanol plants, the Company was able to qualify for and realize $35 million ²⁷ of Section 45Z clean fuel production tax credits in 2025. Strategic priorities for the period ahead include leveraging the complementary asset footprint for uplift in 2026, benefiting from continued export demand for eastern assets, and capitalizing on favorable biofuels policies and elevated export demand to support ethanol fundamentals.