Archer-Daniels-Midland Co (ADM) Risk Factors

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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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.

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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.