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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q


☒			QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended 09/30/2025


☐			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to .

Commission file number 000-20557

THE ANDERSONS, INC.

(Exact name of the registrant as specified in its charter)


Ohio		34-1562374
(State of incorporation or organization)		(I.R.S. Employer Identification No.)

1947 Briarfield Boulevard
Maumee	Ohio	43537
(Address of principal executive offices)		(Zip Code)

(419) 893-5050

(Telephone Number)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class:

Trading Symbol

Name of each exchange on which registered:

Common stock, $0.00 par value, $0.01 stated value

ANDE

The NASDAQ Stock Market LLC

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ý No ¨

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ý No ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and "emerging growth company" in Rule 12b-2 of the Exchange Act.


Large accelerated filer	ý	Accelerated filer	☐
Non-accelerated filer	☐	Smaller reporting company	☐
		Emerging growth company	☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.			☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act) Yes ☐ No ý

The registrant had 33,839,123 common shares outstanding at October 24, 2025.

Table of Contents

THE ANDERSONS, INC.

INDEX


			Page No.
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements (Unaudited)
Condensed Consolidated Statements of Operations – Three and Nine Months Ended September 30, 2025 and 2024			1
Condensed Consolidated Statements of Comprehensive Income – Three and Nine Months Ended September 30, 2025 and 2024			2
Condensed Consolidated Balance Sheets – September 30, 2025, December 31, 2024 and September 30, 2024			3
Condensed Consolidated Statements of Cash Flows – Nine Months Ended September 30, 2025 and 2024			4
Condensed Consolidated Statements of Equity – Three and Nine Months Ended Septem ber 30, 2025 and 2024			5
Notes to Condensed Consolidated Financial Statements			7
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations			22
Item 3. Quantitative and Qualitative Disclosures about Market Risk			30
Item 4. Controls and Procedures			30
PART II. OTHER INFORMATION
Item 1. Legal Proceedings			31
Item 1A. Risk Factors			31
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds			31
Item 5. Other Information			31
Item 6. Exhibits			32

Table of Contents

Part I. Financial Information

Item 1. Financial Statements

The Andersons, Inc.

Condensed Consolidated Statements of Operations (Unaudited)

(In thousands, except per share data)


	Three months ended September 30,				Nine months ended September 30,
	2025		2024		2025		2024
Sales and merchandising revenues	$	2,677,712	$	2,620,988	$	8,472,679	$	8,134,410
Cost of sales and merchandising revenues	2,506,840		2,443,863		7,990,519		7,653,594
Gross profit	170,872		177,125		482,160		480,816
Operating, administrative and general expenses	172,554		120,494		452,897		356,466

Interest expense, net	10,478		8,361		35,069		21,494


Other income, net	38,003		13,922		59,697		30,651
Income before income taxes	25,843		62,192		53,891		133,507
Income tax (benefit) provision	(228)		10,731		5,682		16,911


Net income	26,071		51,461		48,209		116,596
Net income attributable to noncontrolling interests	5,933		24,096		19,930		47,674
Net income attributable to The Andersons, Inc.	$	20,138	$	27,365	$	28,279	$	68,922

Average number of shares outstanding - basic	34,010		34,069		34,102		34,020
Average number of share outstanding - diluted	34,184		34,358		34,280		34,321

Earnings per share attributable to The Andersons, Inc. common shareholders:
Basic earnings per share attributable to The Andersons, Inc. common shareholders	$	0.59	$	0.80	$	0.83	$	2.03



Diluted earnings per share attributable to The Andersons, Inc. common shareholders	$	0.59	$	0.80	$	0.82	$	2.01

See Notes to Condensed Consolidated Financial Statements

The Andersons, Inc. | Q3 2025 Form 10-Q | 1

Table of Contents

The Andersons, Inc.

Condensed Consolidated Statements of Comprehensive Income (Unaudited)

(In thousands)


	Three months ended September 30,				Nine months ended September 30,
	2025		2024		2025		2024
Net income	$	26,071	$	51,461	$	48,209	$	116,596
Other comprehensive loss, net of tax:
Pension and other postretirement benefit plan adjustments	839		(222)		467		(572)
Foreign currency translation adjustments	(3,212)		3,792		7,452		(1,091)
Cash flow hedge activity	(1,244)		(9,375)		(9,787)		(5,826)
Other comprehensive loss	(3,617)		(5,805)		(1,868)		(7,489)
Comprehensive income	22,454		45,656		46,341		109,107
Net income attributable to noncontrolling interest	5,933		24,096		19,930		47,674
Cash flow hedge activity attributable to noncontrolling interest	7		—		271		—
Comprehensive income attributable to noncontrolling interest	5,940		24,096		20,201		47,674
Comprehensive income attributable to The Andersons, Inc.	$	16,514	$	21,560	$	26,140	$	61,433

See Notes to Condensed Consolidated Financial Statements

The Andersons, Inc. | Q3 2025 Form 10-Q | 2

Table of Contents

The Andersons, Inc.

Condensed Consolidated Balance Sheets (Unaudited)


(In thousands)	September 30, 2025		December 31, 2024		September 30, 2024
Assets
Current assets:
Cash and cash equivalents	$	81,630	$	561,771	$	454,065
Accounts receivable, net	715,761		764,550		756,618
Inventories	899,278		1,286,811		884,339
Commodity derivative assets – current	154,449		148,801		122,326
Other current assets	110,045		88,344		113,726
Total current assets	1,961,163		2,850,277		2,331,074


Property, plant and equipment, net	905,761		868,151		709,951
Other assets, net	430,035		402,886		347,273





Total assets	$	3,296,959	$	4,121,314	$	3,388,298
Liabilities and equity
Current liabilities:
Short-term debt	$	141,356	$	166,614	$	14,716
Trade and other payables	782,683		1,047,436		774,347
Customer prepayments and deferred revenue	71,989		194,025		67,899
Commodity derivative liabilities – current	68,618		59,766		85,640
Current maturities of long-term debt	63,888		36,139		27,727
Accrued expenses and other current liabilities	201,939		227,192		207,543
Total current liabilities	1,330,473		1,731,172		1,177,872

Long-term debt, less current maturities	569,052		608,151		542,564

Other long-term liabilities	174,417		182,155		144,855
Total liabilities	2,073,942		2,521,478		1,865,291
Commitments and contingencies (Note 9)
Shareholders’ equity:
Common shares, without par value (63,000 shares authorized and 34,211, 34,083 and 34,083 shares issued at 9/30/2025, 12/31/2024 and 9/30/2024, respectively)	144		142		142
Preferred shares, without par value (1,000 shares authorized; none issued)	—		—		—
Additional paid-in-capital	205,661		385,609		382,009
Treasury shares, at cost (372, 70 and 12 shares at 9/30/2025, 12/31/2024 and 9/30/2024, respectively)	(14,131)		(2,860)		(572)
Accumulated other comprehensive income	10,717		12,585		15,376
Retained earnings	978,717		970,710		932,215
Total shareholders’ equity of The Andersons, Inc.	1,181,108		1,366,186		1,329,170
Noncontrolling interests	41,909		233,650		193,837
Total equity	1,223,017		1,599,836		1,523,007
Total liabilities and equity	$	3,296,959	$	4,121,314	$	3,388,298

See Notes to Condensed Consolidated Financial Statements

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The Andersons, Inc.

Condensed Consolidated Statements of Cash Flows (Unaudited)

(In thousands)


	Nine months ended September 30,
	2025		2024
Operating Activities
Net income	$	48,209	$	116,596


Adjustments to reconcile net income to cash provided by operating activities:
Depreciation and amortization	100,058		91,626









Other	20,054		15,146
Changes in operating assets and liabilities:
Accounts receivable	42,850		3,498
Inventories	391,784		278,947
Commodity derivatives	2,541		49,327
Other current and non-current assets	(16,914)		(59,376)
Payables and other current and non-current liabilities	(405,399)		(433,069)
Net cash provided by operating activities	183,183		62,695
Investing Activities
Purchases of property, plant and equipment and capitalized software	(162,210)		(93,230)
Insurance proceeds	26,187		9,219






Other	8,723		(6,581)
Net cash used in investing activities	(127,300)		(90,592)
Financing Activities
Net payments under short-term lines of credit	(27,709)		(27,054)


Proceeds from issuance of long-term debt	14,700		—
Payments of long-term debt	(26,519)		(20,649)
Purchase of noncontrolling interest in a consolidated subsidiary	(425,000)		—

Dividends paid	(19,894)		(19,466)

Value of shares withheld for taxes	(4,011)		(8,101)
Common stock repurchased	(15,366)		—
Distributions to noncontrolling interest owner	(33,657)		(87,325)
Other	(521)		—
Net cash used in financing activities	(537,977)		(162,595)
Effect of exchange rates on cash and cash equivalents	1,953		703
Decrease in cash and cash equivalents	(480,141)		(189,789)
Cash and cash equivalents at beginning of period	561,771		643,854
Cash and cash equivalents at end of period	$	81,630	$	454,065

See Notes to Condensed Consolidated Financial Statements

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The Andersons, Inc.

Condensed Consolidated Statements of Equity (Unaudited)

(In thousands, except per share data)



	Three Months Ended
	Common Shares		Additional Paid-in Capital		Treasury Shares		Accumulated Other Comprehensive Income		Retained Earnings		Noncontrolling Interests		Total
Balance at June 30, 2024	$	142	$	378,453	$	(631)	$	21,181	$	911,455	$	209,661	$	1,520,261
Net income									27,365		24,096		51,461
Other comprehensive loss							(2,383)						(2,383)
Amounts reclassified from accumulated other comprehensive income							(3,422)						(3,422)

Distributions to noncontrolling interests											(39,920)		(39,920)

Stock awards issued to employees and directors, net of income tax of $0 (1 share)			3,556		58								3,614

Dividends declared ($0.190 per common share)									(6,472)				(6,472)
Stock award dividend equivalents					1				(133)				(132)
Balance at September 30, 2024	$	142	$	382,009	$	(572)	$	15,376	$	932,215	$	193,837	$	1,523,007

Balance at June 30, 2025	$	144	$	384,654	$	—	$	14,334	$	965,277	$	246,101	$	1,610,510
Net income									20,138		5,933		26,071
Other comprehensive loss							(2,757)						(2,757)
Amounts reclassified from accumulated other comprehensive income							(860)						(860)

Distributions to noncontrolling interests											(32,111)		(32,111)
Purchase of noncontrolling interest in a consolidated subsidiary			(188,092)								(178,014)		(366,106)
Stock awards issued to employees and directors, net of income tax of $0 (1 share)			9,090		51								9,141
Purchase of treasury shares (373 shares)					(14,182)								(14,182)
Dividends declared ($0.195 per common share)									(6,598)				(6,598)
Stock award dividend equivalents			9						(100)				(91)
Balance at September 30, 2025	$	144	$	205,661	$	(14,131)	$	10,717	$	978,717	$	41,909	$	1,223,017

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	Nine Months Ended
	Common Shares		Additional Paid-in Capital		Treasury Shares		Accumulated Other Comprehensive Income		Retained Earnings		Noncontrolling Interests		Total
Balance at December 31, 2023	$	142	$	387,210	$	(10,261)	$	22,865	$	882,943	$	233,488	$	1,516,387
Net income									68,922		47,674		116,596
Other comprehensive income							3,545						3,545
Amounts reclassified from Accumulated other comprehensive income							(11,034)						(11,034)

Distributions to noncontrolling interests											(87,325)		(87,325)

Stock awards, stock option exercises and other shares issued to employees and directors, net of income tax of $0 (257 shares)			(5,909)		9,627								3,718

Dividends declared ($0.57 per common share)									(19,416)				(19,416)
Stock award dividend equivalents			708		62				(234)				536
Balance at September 30, 2024	$	142	$	382,009	$	(572)	$	15,376	$	932,215	$	193,837	$	1,523,007

Balance at December 31, 2024	$	142	$	385,609	$	(2,860)	$	12,585	$	970,710	$	233,650	$	1,599,836
Net income									28,279		19,930		48,209
Other comprehensive income							3,571						3,571
Amounts reclassified from Accumulated other comprehensive income							(5,439)						(5,439)

Distributions to noncontrolling interests											(33,657)		(33,657)
Purchase of noncontrolling interest in a consolidated subsidiary			(188,092)								(178,014)		(366,106)
Stock awards, stock option exercises and other shares issued to employees and directors, net of income tax of $0 (101 shares)	2		7,652		4,094								11,748
Purchase of treasury shares (403 shares)					(15,366)								(15,366)
Dividends declared ($0.585 per common share)									(19,935)				(19,935)
Stock award dividend equivalents			492		1				(337)				156
Balance at September 30, 2025	$	144	$	205,661	$	(14,131)	$	10,717	$	978,717	$	41,909	$	1,223,017

See Notes to Condensed Consolidated Financial Statements

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The Andersons, Inc.

Notes to Condensed Consolidated Financial Statements

(unaudited)

1. Basis of Presentation and Recently Issued Accounting Standards

The accompanying unaudited Condensed Consolidated Financial Statements have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) for interim financial statements and are in the form prescribed by the Securities and Exchange Commission (the “SEC”) in instructions to Form 10-Q and Rule 10-01 of Regulation S-X. The accompanying unaudited Condensed Consolidated Financial Statements include the accounts of The Andersons, Inc. and its wholly owned and controlled subsidiaries (the “Company”). In the opinion of management, the accompanying unaudited Condensed Consolidated Financial Statements reflect all adjustments, consisting of normal recurring adjustments, considered necessary for a fair statement of financial position, results of operations and cash flows for the periods indicated. All intercompany accounts and transactions have been eliminated in consolidation.

The results in these Condensed Consolidated Financial Statements are not necessarily indicative of the results that may be expected for the fiscal year ending December 31, 2025. An unaudited Condensed Consolidated Balance Sheet as of September 30, 2024, has been included as the Company operates in several seasonal industries.

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.

The Condensed Consolidated Balance Sheet data at December 31, 2024, was derived from the audited Consolidated Financial Statements but does not include all disclosures required by GAAP. The accompanying unaudited Condensed Consolidated Financial Statements should be read in conjunction with the Consolidated Financial Statements and notes thereto included in The Andersons, Inc. Annual Report on Form 10-K for the year ended December 31, 2024 (the “2024 Form 10-K”).

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 is comprised of four ethanol production facilities located in Iowa, Indiana, Michigan, and Ohio, with a combined annual production of approximately 500 million gallons. Prior to this transaction, the Company owned a 50.1% interest in TAMH and managed the facilities under a management agreement, providing services such as corn origination, ethanol marketing, and risk management.

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 financial statements. Since the entity was previously consolidated, no additional net assets were acquired in the transaction. Accordingly, the acquisition was treated as an equity transaction, impacting Additional paid-in capital, Noncontrolling interests, and Deferred income taxes on the Company’s Condensed Consolidated Balance Sheets.

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 is considered de minimis.

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Accounting Pronouncements Not Yet Adopted

In December 2023, the FASB issued ASU No. 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures (ASU 2023-09), 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 guidance will be effective for the annual periods beginning with the year ended December 31, 2025. Early adoption is permitted. Upon adoption, the guidance can be applied prospectively or retrospectively. Management does not expect the adoption of this guidance to have a material impact on the Consolidated Financial Statements.

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. The adoption of the amended guidance will result in expanded disclosures in the Company’s footnotes but is not expected to have a material impact on the Company's Consolidated Financial Statements.

2. Inventories

Major classes of inventories are presented below. Readily Marketable Inventories ("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 market information, 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.


(in thousands)	September 30, 2025		December 31, 2024		September 30, 2024
Grain and other agricultural products (a)	$	607,272	$	951,283	$	648,808
Energy inventories (a)	14,203		17,381		13,688
Ethanol and co-products (a)	83,882		109,528		80,577
Nutrients and cob products	193,921		208,619		141,266
Total inventories	$	899,278	$	1,286,811	$	884,339

(a) Includes RMI of $630.8 million, $944.5 million, and $639.7 million at September 30, 2025, December 31, 2024, and September 30, 2024, respectively.

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3. Derivatives

The Company’s operating results are affected by changes to commodity prices. The Company has established “unhedged” futures position limits (the amount of a commodity, either owned or contracted for, that does not have an offsetting derivative contract). To reduce the exposure to market price risk on commodities owned and forward purchase and sale contracts, the Company enters into exchange traded commodity futures and options contracts and over-the-counter forward and option contracts with various counterparties. These contracts are primarily traded via regulated commodity exchanges. The Company’s forward purchase and sales contracts are for physical delivery of the commodity in a future period. Contracts to purchase commodities from producers generally relate to the current or future crop years for delivery periods quoted by regulated commodity exchanges. Most contracts for the sale of commodities to processors or other commercial consumers generally do not extend beyond one year.

Most of these contracts meet the definition of derivatives. While the Company considers its commodity contracts to be effective economic hedges, the Company does not designate or account for its commodity contracts as hedges as defined under current accounting standards. The Company primarily accounts for its commodity derivatives at estimated fair value. The estimated fair value of the commodity derivative contracts that require the receipt or posting of cash collateral is recorded on a net basis (offset against cash collateral posted or received, also known as margin deposits) within commodity derivative assets or liabilities. Management determines fair value based on exchange-quoted prices and in the case of its forward purchase and sale contracts, estimated fair value is adjusted for differences in local markets and non-performance risk. For contracts for which physical delivery occurs, balance sheet classification is based on estimated delivery date. For futures, options and over-the-counter contracts in which physical delivery is not expected to occur but, rather, the contract is expected to be net settled, the Company classifies these contracts as current or noncurrent assets or liabilities, as appropriate, based on the Company’s expectations as to when such contracts will be settled.

Realized and unrealized gains and losses in the value of commodity contracts (whether due to changes in commodity prices, changes in performance or credit risk, or due to sale, maturity or extinguishment of the commodity contract) and commodity inventories are included in cost of sales and merchandising revenues.

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 future, option 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 future, 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 margin deposit assets and liabilities are included in short-term commodity derivative assets or liabilities, as appropriate, in the Condensed Consolidated Balance Sheets.

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/received as collateral. The net asset or liability positions of these derivatives (net of their cash collateral) are determined on a counterparty-by-counterparty basis and are included within Condensed Consolidated Balance Sheets in Commodity derivative assets (liabilities) - current or if long-term in nature, Other assets, net or Other long-term liabilities:


(in thousands)	September 30, 2025		December 31, 2024		September 30, 2024
Cash collateral paid	$	20,457	$	39,025	$	49,341
Fair value of derivatives	28,848		8,696		(10,199)
Net derivative asset position	$	49,305	$	47,721	$	39,142

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


	September 30, 2025
(in thousands)	Commodity Derivative Assets - Current		Commodity Derivative Assets - Noncurrent		Commodity Derivative Liabilities - Current		Commodity Derivative Liabilities - Noncurrent		Total
Commodity derivative assets	$	178,243	$	2,712	$	6,723	$	67	$	187,745
Commodity derivative liabilities	(44,251)		(55)		(75,341)		(450)		(120,097)
Cash collateral paid	20,457		—		—		—		20,457
Balance sheet line item totals	$	154,449	$	2,657	$	(68,618)	$	(383)	$	88,105


	December 31, 2024
(in thousands)	Commodity Derivative Assets - Current		Commodity Derivative Assets - Noncurrent		Commodity Derivative Liabilities - Current		Commodity Derivative Liabilities - Noncurrent		Total
Commodity derivative assets	$	165,038	$	1,441	$	10,158	$	28	$	176,665
Commodity derivative liabilities	(55,262)		(28)		(69,924)		(425)		(125,639)
Cash collateral paid	39,025		—		—		—		39,025
Balance sheet line item totals	$	148,801	$	1,413	$	(59,766)	$	(397)	$	90,051


	September 30, 2024
(in thousands)	Commodity Derivative Assets - Current		Commodity Derivative Assets - Noncurrent		Commodity Derivative Liabilities - Current		Commodity Derivative Liabilities - Noncurrent		Total
Commodity derivative assets	$	154,042	$	3,656	$	11,207	$	219	$	169,124
Commodity derivative liabilities	(81,057)		(96)		(96,847)		(1,916)		(179,916)
Cash collateral paid	49,341		—		—		—		49,341
Balance sheet line item totals	$	122,326	$	3,560	$	(85,640)	$	(1,697)	$	38,549

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


	Three months ended September 30,				Nine months ended September 30,
(in thousands)	2025		2024		2025		2024
Gains (losses) on commodity derivatives included in Cost of sales and merchandising revenues	$	2,123	$	(87,774)	$	16,621	$	(74,600)

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


	September 30, 2025		December 31, 2024		September 30, 2024
(in thousands)	Non-exchange Traded	Exchange Traded	Non-exchange Traded	Exchange Traded	Non-exchange Traded	Exchange Traded
Metric Tons:
Corn	13,259	5,255	15,423	5,456	14,295	4,718
Soybeans	1,043	1,394	886	637	1,544	1,139
Wheat	2,338	3,129	2,409	3,365	2,172	2,640
Oats	428	31	313	5	404	17


Other	2,578	1,142	3,058	402	3,371	1,299
Total metric tons	19,646	10,951	22,089	9,865	21,786	9,813
Gallons:
Ethanol	226,718	148,932	280,999	99,162	305,865	71,736
Propane	—	59,934	—	118,986	—	84,798
Other	84,891	3,315	53,020	1,440	83,847	2,016
Total gallons	311,609	212,181	334,019	219,588	389,712	158,550

Interest Rate Derivatives

The Company’s objectives for using interest rate derivatives are to add stability to interest expense and to manage its exposure to interest rate movements. To accomplish these objectives, the Company primarily uses interest rate swaps as part of its interest rate risk management strategy. Interest rate swaps designated as cash flow hedges involve the receipt or payment of variable amounts with a counterparty in exchange for the Company making fixed-rate payments over the life of the agreements without exchange of the underlying notional amount.

The gains or losses on the derivatives designated as hedging instruments are recorded in Other comprehensive income and subsequently reclassified into Interest expense, net in the same periods during which the hedged transaction affects earnings. Amounts reported in Accumulated other comprehensive income related to derivatives will be reclassified to Interest expense, net as interest payments are made on the Company’s variable-rate debt. In the case where interest rate derivatives are settled prior to maturity, the gain or loss is recorded in Other income, net within the Condensed Consolidated Statements of Operations.

The fair value of interest rate derivatives are as follows:


(in thousands)	September 30, 2025		December 31, 2024		September 30, 2024




Derivatives designated as hedging instruments
Interest rate contracts included in Other current assets	$	5,158	$	6,761	$	6,000
Interest rate contracts included in Other assets	12,577		22,723		14,281

Interest rate contracts included in Other long-term liabilities	(1,218)		(301)		—

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


	Three months ended September 30,				Nine months ended September 30,
(in thousands)	2025		2024		2025		2024



Derivatives designated as hedging instruments
Interest rate derivative losses included in Other comprehensive income	$	(1,646)	$	(12,477)	$	(12,616)	$	(7,754)
Interest rate derivative gains included in Interest expense, net	2,098		3,194		6,249		9,782
Interest rate derivative gains included in Other income, net	—		—		—		568

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Outstanding interest rate derivatives, as of September 30, 2025, are as follows:


Interest Rate Hedging Instrument	Year Entered	Year of Maturity	Notional Amount (in millions)		Description	Interest Rate
Swap	2019	2025	$	41.4	Interest rate component of debt - accounted for as a hedge	2.4%
Swap	2019	2025	$	82.8	Interest rate component of debt - accounted for as a hedge	2.3%
Swap	2019	2025	$	41.4	Interest rate component of debt - accounted for as a hedge	2.4%
Swap	2020	2030	$	50.0	Interest rate component of debt - accounted for as a hedge	0.7%
Swap	2020	2030	$	50.0	Interest rate component of debt - accounted for as a hedge	0.8%
Swap	2022	2028	$	15.0	Interest rate component of debt - accounted for as a hedge	3.3%
Swap	2022	2029	$	100.0	Interest rate component of debt - accounted for as a hedge	2.0%
Swap	2022	2029	$	50.0	Interest rate component of debt - accounted for as a hedge	2.4%
Swap	2023	2031	$	50.0	Interest rate component of debt - accounted for as a hedge	2.9%
Swap	2024	2029	$	35.0	Interest rate component of debt - accounted for as a hedge	4.2%
Swap	2025	2026	$	50.0	Interest rate component of debt - accounted for as a hedge	3.5%

4. Revenue

A majority of the Company’s Sales and merchandising revenues are generated from contracts that are outside the scope of ASC 606, Revenue 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. Of the Sales and merchandising revenues within the scope of ASC 606, substantially all of the activity occurs at a point in time with the vast majority residing in 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:


	Three months ended September 30,				Nine months ended September 30,
(in thousands)	2025		2024		2025		2024
Specialty and primary nutrients	$	137,129	$	99,855	$	678,385	$	555,303
Premium ingredients	66,874		66,960		196,980		267,055
Propane and fuels	43,475		34,181		178,999		139,396
Other	48,280		30,921		147,190		104,100
Total	$	295,758	$	231,917	$	1,201,554	$	1,065,854

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 with 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.

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Propane and Fuels

Revenue is recognized at a point in time when obligations under the terms of a 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 $21.0 million and $24.8 million as of September 30, 2025, and December 31, 2024, respectively. The difference between the opening and closing balances of the Company’s contract liabilities is primarily a result of timing differences 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 customer contracts. Due to the seasonality of this business, contract liabilities are built up in preparation for the spring application season. Revenue is then recognized as the Company fulfills its contract obligations through the application season, which is the reason that contract liabilities were lower at September 30, 2025, when compared to December 31, 2024.

5. Income Taxes


	Three months ended September 30,						Nine months ended September 30,
(in thousands)	2025			2024			2025			2024
Income before income taxes	$	25,843		$	62,192		$	53,891		$	133,507
Income tax (benefit) provision	(228)			10,731			5,682			16,911
Effective tax rate	(0.9)		%	17.3		%	10.5		%	12.7		%

The difference between the (0.9)% effective tax rate and the U.S. federal statutory rate of 21.0% for the three months ended September 30, 2025, is primarily attributable to nontaxable clean fuel production credits and the reversal of certain

unrecognized tax benefits offset by state and local taxes, nondeductible compensation, and valuation allowances on losses in

foreign tax jurisdictions.

The difference between the 17.3% effective tax rate and the U.S. federal statutory tax rate of 21.0% for the three months ended September 30, 2024, was primarily attributable to the tax impact of noncontrolling interest and federal tax credits offset by state and local income taxes, tax impacts of foreign operations, nondeductible compensation, and changes in other discrete

tax adjustments.

The difference between the 10.5% effective tax rate and the U.S. federal statutory tax rate of 21.0% for the nine months ended September 30, 2025 was primarily attributable to the tax impact of noncontrolling interest, nontaxable clean fuel production credits and the reversal of certain unrecognized tax benefits offset by state and local taxes, nondeductible compensation, and valuation allowances on losses in foreign tax jurisdictions.

The difference between the 12.7% effective tax rate and the U.S. federal statutory tax rate of 21.0% for the nine months ended September 30, 2024, was primarily attributable to the tax impact of noncontrolling interest, federal tax credits, stock based compensation, and the reversal of certain unrecognized tax benefits offset by state and local income taxes, tax impacts of foreign operations and nondeductible compensation.

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6. Accumulated Other Comprehensive Income

The following table summarizes the changes in accumulated other comprehensive income ("AOCI") attributable to the Company:


	Three months ended September 30,				Nine months ended September 30,
(in thousands)	2025		2024		2025		2024
Currency Translation Adjustment
Beginning balance	$	(2,805)	$	(7,464)	$	(13,469)	$	(2,581)
Other comprehensive (loss) income before reclassifications	(3,212)		3,792		7,452		(1,091)

Tax effect	—		—		—		—
Other comprehensive (loss) income, net of tax	(3,212)		3,792		7,452		(1,091)
Ending balance	$	(6,017)	$	(3,672)	$	(6,017)	$	(3,672)
Hedging Adjustment
Beginning balance	$	13,028	$	24,534	$	21,571	$	20,985
Other comprehensive income (loss) before reclassifications	452		(9,283)		(6,367)		2,596
Amounts reclassified from AOCI (a)	(2,098)		(3,194)		(6,249)		(10,350)
Tax effect (c)	402		3,102		2,829		1,928
Other comprehensive loss, net of tax	(1,244)		(9,375)		(9,787)		(5,826)
Ending balance	$	11,784	$	15,159	$	11,784	$	15,159
Pension and Other Postretirement Adjustment
Beginning balance	$	3,853	$	3,853	$	4,225	$	4,203
Other comprehensive loss before reclassifications	(93)		(59)		(1,582)		(49)
Amounts reclassified from AOCI (b)	1,238		(228)		810		(684)
Tax effect (c)	(306)		65		1,239		161
Other comprehensive income (loss), net of tax	839		(222)		467		(572)
Ending balance	$	4,692	$	3,631	$	4,692	$	3,631
Investments in Convertible Preferred Securities Adjustment





Ending balance	$	258	$	258	$	258	$	258

Total AOCI Ending Balance	$	10,717	$	15,376	$	10,717	$	15,376

(a)Gains and losses 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 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. See Note 3 for additional information.

(b)This accumulated other comprehensive income (loss) component is included in the computation of net periodic benefit cost recorded in Operating, administrative and general expenses. This includes a one-time, pre-tax settlement charge of $1.5 million related to the settlement of the Company's Supplemental Retirement Pension Plan during the third quarter of 2025, which leaves the Company's other postretirement benefit health care plan as the only plan remaining.

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

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7. Fair Value Measurements

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


(in thousands)	September 30, 2025
Assets (liabilities)	Level 1		Level 2		Level 3		Total
Commodity derivatives, net (a)	$	49,305	$	38,800	$	—	$	88,105
Provisionally priced contracts (b)	(38,570)		(33,131)		—		(71,701)
Convertible preferred securities (c)	—		—		18,190		18,190
Other assets and liabilities (d)	8,566		16,517		—		25,083
Total	$	19,301	$	22,186	$	18,190	$	59,677


(in thousands)	December 31, 2024
Assets (liabilities)	Level 1		Level 2		Level 3		Total

Commodity derivatives, net (a)	$	47,721	$	42,330	$	—	$	90,051
Provisionally priced contracts (b)	(12,203)		(45,017)		—		(57,220)
Convertible preferred securities (c)	—		—		14,190		14,190
Other assets and liabilities (d)	2,711		29,183		—		31,894
Total	$	38,229	$	26,496	$	14,190	$	78,915


(in thousands)	September 30, 2024
Assets (liabilities)	Level 1		Level 2		Level 3		Total


Commodity derivatives, net (a)	$	39,142	$	(593)	$	—	$	38,549
Provisionally priced contracts (b)	(24,870)		(29,944)		—		(54,814)
Convertible preferred securities (c)	—		—		15,725		15,725
Other assets and liabilities (d)	6,226		20,281		—		26,507
Total	$	20,498	$	(10,256)	$	15,725	$	25,967

(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, net” on the Company’s Condensed 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 exchanged-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.

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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 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 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 on 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 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.



	Convertible Preferred Securities
(in thousands)	2025		2024
Assets at beginning of the year	$	14,190	$	15,625
Purchases of additional investments	4,000		100


Assets at September 30,	$	18,190	$	15,725

The following table summarizes quantitative information about the Company's Level 3 fair value measurements:

Quantitative Information about Recurring Level 3 Fair Value Measurements

Fair Value as of

(in thousands)

September 30, 2025

December 31, 2024

September 30, 2024

Valuation Method

Unobservable Input

Weighted Average

Convertible preferred securities (a)

18,190

14,190

15,725

Implied based on market prices

N/A

(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 nonrecurring level 3 fair value measurements as of September 30, 2025, December 31, 2024, or September 30, 2024.

The fair value of the Company’s cash equivalents, accounts receivable and accounts payable approximate their carrying value as they are close to maturity.

As of September 30, 2025, December 31, 2024, and September 30, 2024, the estimated fair value of long-term debt, including the current portion, was $628.5 million, $635.4 million, and $567.5 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 to the Company on similar bonds and rates currently available to the Company for long-term borrowings with similar terms and remaining maturities.

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8. Segment Information

Reportable segments are components of an enterprise about which separate financial information is available that is evaluated regularly by the chief operating decision maker ("CODM"), who is the Company’s Chief Executive Officer, in deciding how to allocate resources and in assessing performance. The CODM allocates resources to and evaluates the financial performance of each operating segment primarily based on Income before income taxes. The operating and reportable segment structure provides alignment between business strategies and operating results. The Company’s operations include two reportable business segments that are distinguished primarily on the basis of products and services offered as well as the management structure.

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. All prior period segment information has been recast to conform to the current year presentation.

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.

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.


	Three months ended September 30, 2025						Three months ended September 30, 2024
(in thousands)	Agribusiness		Renewables		Total		Agribusiness		Renewables		Total
Sales and merchandising revenues	$	1,988,907	$	688,805	$	2,677,712	$	1,876,042	$	744,946	$	2,620,988
Cost of sales and merchandising revenues	1,861,997		644,843		2,506,840		1,756,697		687,166		2,443,863
Operating, administrative and general expenses	135,891		16,454		152,345		100,360		8,895		109,255

Interest expense	9,111		1,678		10,789		8,251		705		8,956
Other income, net (a)	19,558		17,657		37,215		12,032		1,771		13,803
Segment income	$	1,466	$	43,487	$	44,953	$	22,766	$	49,951	$	72,717
less: Corporate expenses					19,110						10,525
Income before income taxes					$	25,843					$	62,192

(a) Other income, net for each reportable segment includes:

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

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

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	Nine months ended September 30, 2025						Nine months ended September 30, 2024
(in thousands)	Agribusiness		Renewables		Total		Agribusiness		Renewables		Total
Sales and merchandising revenues	$	6,397,021	$	2,075,658	$	8,472,679	$	6,046,832	$	2,087,578	$	8,134,410
Cost of sales and merchandising revenues	6,019,451		1,971,068		7,990,519		5,699,925		1,953,669		7,653,594
Operating, administrative and general expenses	374,392		35,188		409,580		295,187		25,718		320,905
Interest expense	33,268		3,101		36,369		20,980		2,158		23,138
Other income, net (a)	40,779		19,491		60,270		23,146		7,707		30,853
Segment income	$	10,689	$	85,792	$	96,481	$	53,886	$	113,740	$	167,626
less: Corporate expenses					42,590						34,119
Income before income taxes					$	53,891					$	133,507

(a) Other income, net for each reportable segment includes:

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

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


	Three months ended September 30, 2025								Three months ended September 30, 2024
(in thousands)	Agribusiness		Renewables		Other		Total		Agribusiness		Renewables		Other		Total
Depreciation and amortization (a)	$	19,941	$	12,096	$	610	$	32,647	$	17,522	$	11,942	$	944	$	30,408
Purchases of property, plant and equipment and capitalized software	50,915		12,168		3,751		66,834		20,753		16,278		810		37,841
Interest income (b)	1,536		360		—		1,896		6,609		1,532		—		8,141

(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.

(b) Interest income is recorded in Other income, net within the Consolidated Statement of Operations.


	Nine months ended September 30, 2025								Nine months ended September 30, 2024
(in thousands)	Agribusiness		Renewables		Other		Total		Agribusiness		Renewables		Other		Total
Depreciation and amortization (a)	$	62,025	$	36,005	$	2,028	$	100,058	$	51,849	$	35,626	$	4,151	$	91,626
Purchases of property, plant and equipment and capitalized software	125,068		32,904		4,238		162,210		51,427		38,774		3,029		93,230
Interest income (b)	4,795		1,691		11		6,497		12,344		4,191		—		16,535

(b) Interest income is recorded in Other income, net within the Consolidated Statement of Operations.


(in thousands)	September 30, 2025		December 31, 2024		September 30, 2024
Identifiable assets
Agribusiness	$	2,019,163	$	2,778,025	$	2,182,802
Renewables	597,605		680,546		692,189
Other	680,191		662,743		513,307
Total assets	$	3,296,959	$	4,121,314	$	3,388,298

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	Three months ended September 30,				Nine months ended September 30,
(in thousands)	2025		2024		2025		2024
Revenues from external customers by geographic region
United States	$	1,925,074	$	1,862,383	$	6,483,366	$	5,920,605
Canada	117,812		107,481		387,228		366,200
Mexico	105,234		137,992		263,706		295,325







Other	529,592		513,132		1,338,379		1,552,280
Total	$	2,677,712	$	2,620,988	$	8,472,679	$	8,134,410

Substantially all of the Company's long-lived assets are located within the United States. The Company had approximately $46.9 million, $45.8 million, and $34.8 million of long-lived assets in other countries at September 30, 2025, December 31, 2024, and September 30, 2024, respectively, with substantially all of the foreign long-lived assets located within Canada for all periods presented.

9. Commitments and Contingencies

The Company is party to litigation, or threats thereof, both as defendant and plaintiff with some regularity, although individual cases that are material in size occur infrequently. As a defendant, the Company establishes reserves for claimed amounts that are considered probable and capable of estimation. If those cases are resolved for lesser amounts, the excess reserves are taken into income and, conversely, if those cases are resolved for larger than the amount the Company has accrued, the Company records additional expense. The Company believes it is unlikely that the results of its current legal proceedings for which it is the defendant, even if unfavorable, will be material. As a plaintiff, amounts that are collected can also result in sudden, non-recurring income.

Litigation results depend upon a variety of factors, including the availability of evidence, the credibility of witnesses, the performance of counsel, the state of the law, and the impressions of judges and jurors, any of which can be critical in importance, yet difficult, if not impossible, to predict. Consequently, cases currently pending, or future matters, may result in unexpected, and non-recurring losses, or income, from time to time. Finally, litigation results are often subject to judicial reconsideration, appeal and further negotiation by the parties, and as a result, the final impact of a particular judicial decision may be unknown for some time or may result in continued reserves to account for the potential of such post-verdict actions.

The estimated losses for outstanding claims that are considered reasonably possible and estimable are not material.

10. Other Income, net

The following table sets forth the items in Other income, net within the Condensed Consolidated Statements of Operations:


	Three months ended September 30,				Nine months ended September 30,
(in thousands)	2025		2024		2025		2024
Property insurance recoveries	$	12,426	$	5,204	$	25,056	$	5,204
Clean fuel production credits	20,189		—		20,189		—
Interest income	1,896		8,141		6,497		16,535
Patronage income	—		—		6,616		3,406
Gain on deconsolidation of joint venture	—		—		—		3,117



Other	3,492		577		1,339		2,389
Total	$	38,003	$	13,922	$	59,697	$	30,651

Individually significant items included in the table above are:

Property insurance recoveries - The vast majority of the property insurance recoveries recorded in 2025 are related to a current year incident at a grain terminal in Sunray, Texas. In 2024, substantially all property insurance recoveries were related to a grain bin collapse at an Indiana grain facility in a prior year.

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Clean fuel production credits - The Inflation Reduction Act, enacted on August 16, 2022, introduced Section 45Z of the Internal Revenue Code, offering clean fuel production credits to incentivize low-carbon fuel production starting January 1, 2025. This replaces previous fuel-related credits and supports efforts to reduce greenhouse gas emissions, strengthen energy security, and boost rural economies. On July 4, 2025, the credit was extended through 2029 under the One Big Beautiful Bill Act ("OBBBA"). Eligible producers of clean transportation fuels can receive up to $1 per gallon. The credit is indexed annually for inflation, and eligibility is based on lifecycle emissions, production location, and sales to unrelated parties.

The Company accounts 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 Condensed Consolidated Balance Sheets, as Other income, net within the Condensed Consolidated Statements of Operations, and as an operating activity within the Condensed Consolidated Statement of Cash Flows.

For the three and nine months ended September 30, 2025, the Company recognized $20.2 million of Section 45Z credits once there was reasonable assurance the conditions of the year-to-date credit conditions were satisfied. The Company intends to apply these credits to reduce its income tax liability and monetize any remaining credits through sales to third parties.

Interest income - The vast majority of interest income recorded by the Company was due to the amount of cash and cash equivalents on hand in all periods presented.

Patronage income - As a part of the Company’s normal operations it relies on short-term lines of credit to support working capital needs in addition to long-term debt. The Company receives patronage income from its lenders as a part of these programs.

Gain on deconsolidation of joint venture - On April 18, 2023, ELEMENT, a 51% owned limited liability company originally deemed a VIE and consolidated, was placed into receivership. As the receiver took control of ELEMENT, under the VIE consolidation model, the Company was deemed to have lost control of the entity and therefore deconsolidated ELEMENT from its Condensed Consolidated Financial Statements. As a result of these activities, the Company recognized a gain on deconsolidation in the second quarter of 2023. The Company recognized an additional $3.1 million gain in the first quarter of 2024 as the amount of cash distributed to the Company related to its receivables from ELEMENT exceeded management's estimate at the time of deconsolidation.

11. Business Acquisition

On November 1, 2024, the Company entered into a definitive purchase agreement for a 65% ownership interest in Skyland Grain LLC ("Skyland") for $85.0 million, subject to customary working capital adjustments. Skyland operates grain storage and handling facilities in Kansas, Colorado, Oklahoma, and Texas. It also operates three cotton gins, a full-service agronomy sales and service division, and a retail and wholesale fuel sales and delivery division. The purchase was completed on November 1, 2024, and funded by cash on hand. The transaction enables the Company to expand its core grain and fertilizer businesses across strategic markets, including Kansas, Oklahoma, Colorado, and Texas. The Company's 65% ownership of Skyland's equity resulted in the consolidation of Skyland’s results in the Company's Consolidated Financial Statements in the Agribusiness segment.

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The purchase price allocation was finalized in the second quarter of 2025. The summarized purchase price allocation is as follows:


(in thousands)
Cash consideration paid	$	85,000
Total purchase price consideration	85,000

Cash and cash equivalents	$	65,388
Accounts receivable	47,963
Notes receivable	2,868
Inventories	220,547
Other current assets	21,396
Right of use assets	19,250
Other assets, net	1,334
Investments	12,932
Property, plant and equipment, net	131,498
	523,176

Trade and other payables	74,528
Short-term debt	218,989
Current maturities of long-term debt	11,247
Accrued expense and other current liabilities	14,099
Other liabilities	14,992
Long-term debt	58,552
	392,407
Noncontrolling interest	45,769
Net assets acquired	$	85,000

The fair value in the opening balance sheet of the 35% noncontrolling interest in Skyland was estimated to be $45.8 million. The fair value was estimated based on 35% of the total equity value of Skyland based on the transaction price for the 65% stake in Skyland, considering the consideration transferred noted above. Acquisition costs of $2.4 million were all incurred in the fourth quarter of 2024 and recorded in Operating, general and administrative expenses in the Statements of Operations.

If the Skyland acquisition was effective January 1, 2024, the Company's pro forma net sales and net income for the nine months ended September 30, 2024 were $8,674.2 million and $113.2 million, respectively. Pro forma net income was also adjusted to account for the tax effects of the pro forma adjustments noted above using a blended federal, state, and local tax rate of 25%. Pro forma financial information is not necessarily indicative of the Company's actual results of operations if the acquisition had been completed at the date indicated, nor is it necessarily an indication of future operating results. Amounts do not include any operating efficiencies or cost savings that the Company believes are achievable.

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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Forward Looking Statements

The following “Management’s Discussion and Analysis of Financial Condition and Results of Operations” contains forward-looking statements which relate to future events or future financial performance and involve known and unknown risks, uncertainties and other factors that may cause actual results, levels of activity, performance or achievements to be materially different from those expressed or implied by these forward-looking statements. Such factors include, but are not limited to, the effects of economic, weather and agricultural conditions, regulatory conditions, competition globally and in the markets the Company serves, geopolitical risk, fluctuations in cost and availability of commodities, the effectiveness of the Company's internal control over financial reporting and the unpredictability of existing and possible future litigation. However, it is not possible to predict or identify all such factors. The reader is urged to carefully consider these risks and others, including those risk factors listed under Item 1A of the 2024 Form 10-K. In some cases, the reader can identify forward-looking statements by terminology such as may, anticipates, believes, estimates, predicts, or the negative of these terms or other comparable terminology. These statements are only predictions. Actual events or results may differ materially. These forward-looking statements relate only to events as of the date on which the statements are made and the Company undertakes no obligation, other than any imposed by law, to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. Although management believes that the expectations reflected in the forward-looking statements are reasonable, management cannot guarantee future results, levels of activity, performance or achievements.

Critical Accounting Policies and Estimates

The critical accounting policies and critical accounting estimates, as described in the 2024 Form 10-K, have not materially changed through the third quarter of 2025.

Executive Overview

The agricultural commodity-based business is one in which changes in selling prices generally move in relationship to changes in purchase prices. Therefore, increases or decreases in prices of the agricultural commodities that the business deals in will have a relatively equal impact on sales and merchandising revenues and cost of sales and merchandising revenues and a much less significant impact on gross profit. As a result, changes in sales and merchandising revenues and cost of sales and merchandising revenues between periods may not necessarily be indicative of the overall performance of the business and greater emphasis should be placed on changes in gross profit.

The Company has considered the potential impact of the book value of the Company’s total shareholders’ equity exceeding the Company’s market capitalization during the quarter for impairment indicators. Management ultimately concluded that an impairment triggering event had not occurred. The Company believes that the share price is not an accurate reflection of its current value as conditions in both agriculture and renewables spaces remain stable with a positive long-term outlook. Management believes that the market’s impact on the Company’s equity value does not actually reflect the impact of these external factors on the Company. As a result of prior period tests, reviews of current operating results and other relevant market factors, the Company concluded that no impairment trigger existed as of September 30, 2025.

Agribusiness

The Agribusiness segment’s third quarter operating results fell behind the prior year. Trade policy uncertainty, along with ongoing low prices and volatility, led to reduced gross profit in our grain assets and merchandising businesses (excluding Skyland). Lower margins across our assets and merchandising footprint and lower put through volumes at our assets contributed to this decline compared to the third quarter of 2024. Wheat harvest was completed during the quarter with higher-than-expected volumes, allowing our elevators in both the eastern and western grain belts to accumulate bushels at favorable basis values.

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Fall harvest kicked off in the third quarter and is continuing to progress with yields varying across the country. With a large harvest and low market prices, feed and end-use customers continue to limit their purchasing to immediate needs. We expect elevation margins and merchandising opportunities to increase in the fourth quarter. Our balanced asset and merchandising portfolio enable opportunities in various market conditions, including this current period of higher supply with limited volatility.

The third quarter nutrient business saw increased margins and higher year-over-year volumes in this seasonally slow quarter. Fourth quarter farmer fertilizer sales and applications, weather permitting, should realize higher margins but may see reduced demand due to low grain prices.

Total Agribusiness grain storage capacity at company-owned or leased grain facilities, including temporary pile storage, was approximately 275 million and 170 million bushels at September 30, 2025 and 2024, respectively. The increase in grain storage capacity from the same period of the prior year was due to the Skyland acquisition in the fourth quarter of 2024. The storage capacity at our nutrient facilities was evenly split between dry and liquid storage with a total capacity of approximately one million tons at September 30, 2025 and 2024.

Renewables

The Renewables segment's third quarter operating results improved from the prior year as results include two months of full ownership of the ethanol plants and the recording of year-to-date 2025 45Z tax credits of $20.2 million. The ethanol plants continue to run efficiently, resulting in slightly higher year-over-year yields and gallons produced. Lower board crush, higher corn basis, and increased natural gas costs contributed to lower overall margins. Plant co-product contribution improved with higher distillers corn oil prices, partially offset by declines in values of dried distillers grain. The impact of full ownership of the plants added pretax earnings of approximately $12 million, or $0.28 per share, to the quarter's results.

Strong ethanol demand, including exports, and an expected reduction in corn costs post-harvest should provide support for ethanol values. Under current law, 45Z tax credits remain in effect through 2029, providing continued policy support for renewable fuels and future growth opportunities at our plants. One such opportunity is at our Clymers, Indiana, facility, where a Class VI well permit for our completed test well is currently progressing through the EPA’s approval process. Once approved, this facility will be eligible to sequester carbon on-site, decreasing our carbon intensity score even further.

Ethanol and related co-products volumes sold were as follows:


	Three months ended September 30,		Nine months ended September 30,
(in thousands)	2025	2024	2025	2024
Ethanol (gallons)	182,469	212,336	620,711	585,213
E-85 (gallons)	12,682	12,142	32,692	37,927
Renewable feedstocks (pounds) (a)	348,252	415,505	1,047,043	1,191,077
DDG (tons) (b)	490	636	1,628	1,737

(a) Includes corn oil, soybean oil, and other fats, oils, and greases.

(b) Dried distillers grains ("DDG") tons shipped converts wet tons to a dry ton equivalent amount.

Other

Our “Other” activities include corporate income and expense and cost for functions that provide support and services to the operating segments. The results include expenses and benefits not allocated to the operating segments and other elimination and consolidation adjustments.

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Operating Results

The following discussion focuses on the operating results as shown in the Condensed Consolidated Statements of Operations and includes a separate discussion by segment. Additional segment information is included herein in Note 8, Segment Information.

Comparison of the three months ended September 30, 2025, with the three months ended September 30, 2024, including a reconciliation of GAAP to non-GAAP measures:


	Three months ended September 30, 2025
(in thousands)	Agribusiness		Renewables		Other		Total
Sales and merchandising revenues	$	1,988,907	$	688,805	$	—	$	2,677,712
Cost of sales and merchandising revenues	1,861,997		644,843		—		2,506,840
Gross profit	126,910		43,962		—		170,872
Operating, administrative and general expenses	135,891		16,454		20,209		172,554

Interest expense (income), net	9,111		1,678		(311)		10,478

Other income, net	19,558		17,657		788		38,003
Income (loss) before income taxes	$	1,466	$	43,487	$	(19,110)	$	25,843
(Loss) income before income taxes attributable to the noncontrolling interests	(582)		6,515		—		5,933
Non-GAAP Income (loss) before income taxes attributable to the Company	$	2,048	$	36,972	$	(19,110)	$	19,910


	Three months ended September 30, 2024
(in thousands)	Agribusiness		Renewables		Other		Total
Sales and merchandising revenues	$	1,876,042	$	744,946	$	—	$	2,620,988
Cost of sales and merchandising revenues	1,756,697		687,166		—		2,443,863
Gross profit	119,345		57,780		—		177,125
Operating, administrative and general expenses	100,360		8,895		11,239		120,494

Interest expense (income), net	8,251		705		(595)		8,361
Other income, net	12,032		1,771		119		13,922
Income (loss) before income taxes	$	22,766	$	49,951	$	(10,525)	$	62,192
Income before income taxes attributable to the noncontrolling interests	—		24,096		—		24,096
Non-GAAP Income (loss) before income taxes attributable to the Company	$	22,766	$	25,855	$	(10,525)	$	38,096

The Company uses Income (loss) before income taxes attributable to the Company, a non-GAAP financial measure as defined by the Securities and Exchange Commission, to evaluate the Company’s financial performance. This performance measure is not defined by accounting principles generally accepted in the United States and should be considered in addition to, and not in lieu of, GAAP financial measures. Management believes that Income (loss) before income taxes attributable to the Company is a useful measure of the Company’s performance as it provides investors additional information about the Company's operations, allowing evaluation of underlying business performance and period-to-period comparability. This measure is not intended to replace or be an alternative to Income (loss) before income taxes, the most directly comparable measure reported under GAAP.

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Agribusiness

Operating results for the Agribusiness segment declined from the same period of the prior year. Sales and merchandising revenues increased by $112.9 million and cost of sales and merchandising revenues increased by $105.3 million resulting in increased gross profit of $7.6 million. The majority of the increase in sales and merchandising revenues and cost of sales and merchandising revenues can be attributed to the acquisition of Skyland which added $101.9 million of sales and merchandising revenues and $82.6 million of cost of sales and merchandising revenues. The $7.6 million increase in gross profit can be attributed to $19.3 million of additional gross profit from the Skyland acquisition, which was partially offset by reduced results from our legacy asset and merchandising businesses from limited trade flows due to a surplus of grain supplies and weak customer demand.

Operating, administrative and general expenses increased by $35.5 million, primarily driven by $30.8 million of costs associated with the newly acquired Skyland business.

Other income, net increased by $7.5 million as a result of an additional $7.2 million of property insurance recoveries in the current year.

Renewables

Operating results for the Renewables segment increased by $11.1 million compared to the same period last year after purchasing the remaining noncontrolling interest in TAMH. Sales and merchandising revenues declined by $56.1 million, while related cost of sales and merchandising revenues decreased by $42.3 million, resulting in a $13.8 million reduction in gross profit year-over-year. The decreases in both sales and merchandising revenues and cost of sales and merchandising revenues were primarily driven by lower volumes of third-party ethanol gallons and renewable feedstocks, while prices remained consistent with the prior year. The $13.8 million decline to gross profit in the current period was largely attributable to a $21.4 million decrease at the ethanol plants which was partially offset by increased third party trading results of $7.4 million. Despite operating efficiently with improved yields and higher production, the plants were unable to offset market pressures stemming from elevated input costs and depressed feed product values in the current year.

Operating, administrative and general expenses increased by $7.6 million, primarily due to $5.9 million in costs associated with the acquisition of the remaining equity interests in TAMH.

Other income, net increased by $15.9 million compared to the prior year, primarily due to $20.2 million of clean fuel production credits recognized in 2025.

Other

Results declined by $8.6 million, primarily due to a $6.8 million increase in incentive costs driven by improved Renewables performance, along with a $1.4 million pension plan settlement charge.

Income Taxes

For the three months ended September 30, 2025, the Company recorded an income tax benefit of $0.2 million. The Company's effective tax rate was (0.9)% on income before taxes of $25.8 million. The difference between the (0.9)% effective tax rate and the U.S. federal statutory tax rate of 21% is primarily attributable to nontaxable clean fuel production credits and the reversal of certain unrecognized tax benefits, offset by state and local taxes, nondeductible compensation, and valuation allowances on losses in foreign tax jurisdictions.

For the three months ended September 30, 2024, the Company recorded income tax expense of $10.7 million. The Company's effective tax rate was 17.3% on income of $62.2 million. The difference between the 17.3% effective tax rate and the U.S. federal statutory tax rate of 21.0% was primarily attributable to the tax impact of noncontrolling interest and federal tax credits, offset by state and local income taxes, tax impacts of foreign operations, nondeductible compensation, and changes in other discrete tax adjustments.

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Operating Results

Comparison of the nine months ended September 30, 2025, with the nine months ended September 30, 2024, including a reconciliation of GAAP to non-GAAP measures:


	Nine months ended September 30, 2025
(in thousands)	Agribusiness		Renewables		Other		Total
Sales and merchandising revenues	$	6,397,021	$	2,075,658	$	—	$	8,472,679
Cost of sales and merchandising revenues	6,019,451		1,971,068		—		7,990,519
Gross profit	377,570		104,590		—		482,160
Operating, administrative and general expenses	374,392		35,188		43,317		452,897

Interest expense (income), net	33,268		3,101		(1,300)		35,069

Other income (loss), net	40,779		19,491		(573)		59,697
Income (loss) before income taxes	$	10,689	$	85,792	$	(42,590)	$	53,891
(Loss) income before income taxes attributable to the noncontrolling interests	(3,933)		23,863		—		19,930
Non-GAAP Income (loss) before income taxes attributable to the Company	$	14,622	$	61,929	$	(42,590)	$	33,961


	Nine months ended September 30, 2024
(in thousands)	Agribusiness		Renewables		Other		Total
Sales and merchandising revenues	$	6,046,832	$	2,087,578	$	—	$	8,134,410
Cost of sales and merchandising revenues	5,699,925		1,953,669		—		7,653,594
Gross profit	346,907		133,909		—		480,816
Operating, administrative and general expenses	295,187		25,718		35,561		356,466

Interest expense (income), net	20,980		2,158		(1,644)		21,494

Other income (loss), net	23,146		7,707		(202)		30,651
Income (loss) before income taxes	$	53,886	$	113,740	$	(34,119)	$	133,507
Income before income taxes attributable to the noncontrolling interest	—		47,674		—		47,674
Non-GAAP Income (loss) before income taxes attributable to the Company	$	53,886	$	66,066	$	(34,119)	$	85,833

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Agribusiness

Operating results for the Agribusiness segment decreased by $39.3 million from the prior year. Sales and merchandising revenues increased by $350.2 million, and cost of sales and merchandising revenues increased by $319.5 million for an increased gross profit impact of $30.7 million. The increase in sales and merchandising revenues and cost of sales and merchandising revenues can be attributed to the acquisition of Skyland which added $478.6 million of sales and merchandising revenues and $424.1 million of cost of sales and merchandising revenues. The increase in sales and merchandising revenues and cost of sales and merchandising revenues from the Skyland acquisition was partially offset by reduced commodity prices. Gross profit increased by $30.7 million from the prior year with $54.4 million of the increase as a result of the Skyland acquisition, which was partially offset by reduced results from our legacy asset and merchandising businesses from limited trade flows due to a surplus of grain supplies and weak customer demand.

Operating, administrative, and general expenses increased by $79.2 million compared to the prior year, with substantially all of the increase related to the acquired Skyland business.

Interest expense increased by $12.3 million, substantially all of the increase was due to increased borrowings related to the acquired Skyland business.

Other income, net increased by $17.6 million, primarily driven by $19.3 million of additional property insurance recoveries.

Renewables

Operating results for Renewables decreased by $4.1 million from the same period of the prior year. Sales and merchandising revenues and cost of sales and merchandising revenues were in line with the prior year. Gross profit decreased by $29.3 million, primarily due to a $33.1 million decline at the ethanol plants. Although the plants operated efficiently with improved yields and higher production, they were unable to overcome market pressures stemming from elevated input costs in the current year.

Operating, administrative and general expenses increased by $9.5 million, primarily due to $5.9 million in costs associated with the acquisition of the remaining equity interests in TAMH, as well as a $3.3 million impairment charge related to equipment used in corn oil refinement.

Other income, net increased by $11.8 million compared to the prior year, primarily driven by the recognition of $20.2 million of clean fuel production credits in the current year. This increase was partially offset by a $2.5 million decline in interest income and the absence of a $3.1 million gain recorded in the prior year related to the deconsolidation of the ELEMENT ethanol plant.

Other

Results declined by $8.5 million, primarily due to a $6.8 million increase in incentive costs driven by improved Renewables performance, along with a $1.4 million pension plan settlement charge.

Income Taxes

For the nine months ended September 30, 2025, the Company recorded income tax expense of $5.7 million. The Company's effective tax rate was 10.5% on income before taxes of $53.9 million. The difference between the 10.5% effective tax rate and the U.S. federal statutory rate is primarily attributable to the tax impact of noncontrolling interest, nontaxable clean fuel production credits and the reversal of certain unrecognized tax benefits, offset by state and local taxes, nondeductible compensation, and valuation allowances on losses in foreign tax jurisdictions.

For the nine months ended September 30, 2024, the Company recorded income tax expense of $16.9 million. The Company’s effective tax rate was 12.7% on income before income taxes of $133.5 million. The difference between the 12.7% effective tax rate and the U.S. federal statutory rate of 21.0% was primarily attributable to the tax impact of noncontrolling interest, federal tax credits, stock-based compensation, and the reversal of certain unrecognized tax benefits, offset by state and local income taxes, tax impacts of foreign operations, and nondeductible compensation.

The Company’s subsidiary partnership returns are under U.S. federal and certain state tax examinations for tax years 2018 through 2022. The Company’s subsidiary is under federal tax examination by the Mexican tax authorities for tax year 2015. The U.S. federal, state, and Mexican tax authorities’ examinations could potentially be resolved within the next 12 months. The resolution of these examinations could change our unrecognized tax benefits and favorably impact income tax expense by a range of zero to $2.8 million.

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On December 20, 2021, the Organization for Economic Co-operation and Development ("OECD") issued Pillar Two model rules introducing a global minimum tax of 15% on large corporations. Although the U.S. has not adopted the Pillar Two model rules, several foreign countries have enacted legislation which closely follows OECD’s Pillar Two guidance. The impact of Pillar Two legislation in our relevant jurisdictions is immaterial to the Company's 2025 effective tax rate.

On July 4, 2025, the United States passed the OBBBA, which modified the existing international tax framework and permanently extended select provisions of the Tax Cuts and Jobs Act. This legislation is not expected to materially affect the Company's effective tax rate for 2025 or 2026, with the exception of clean fuel production credits. Changes in the calculation of the carbon intensity score may significantly affect credits, recorded as Other income, resulting in a favorable impact on the effective tax rate through 2029.

Liquidity and Capital Resources

Working Capital

At September 30, 2025, the Company had working capital of $630.7 million, a decrease of $522.5 million from the prior year. This decrease was attributable to changes in the following components of current assets and current liabilities:


(in thousands)	September 30, 2025		September 30, 2024		Variance
Current Assets:
Cash and cash equivalents	$	81,630	$	454,065	$	(372,435)
Accounts receivable, net	715,761		756,618		(40,857)
Inventories	899,278		884,339		14,939
Commodity derivative assets – current	154,449		122,326		32,123
Other current assets	110,045		113,726		(3,681)
Total current assets	1,961,163		2,331,074		(369,911)
Current Liabilities:
Short-term debt	141,356		14,716		126,640
Trade and other payables	782,683		774,347		8,336
Customer prepayments and deferred revenue	71,989		67,899		4,090
Commodity derivative liabilities – current	68,618		85,640		(17,022)
Current maturities of long-term debt	63,888		27,727		36,161
Accrued expenses and other current liabilities	201,939		207,543		(5,604)
Total current liabilities	1,330,473		1,177,872		152,601
Working Capital	$	630,690	$	1,153,202	$	(522,512)

As of September 30, 2025, current assets decreased by $369.9 million compared to the prior year. The primary driver behind the decline was the cash used to acquire the remaining interest in TAMH. Although this transaction significantly reduced cash balances, the Skyland acquisition in the fourth quarter of prior year contributed $192.4 million in current assets, which was largely offset by the impact of lower commodity prices.

Current liabilities increased year-over-year, primarily due to the Skyland acquisition, which added $139.7 million. Additional borrowings on the Company's revolving credit facility and the reclassification of certain long-term debt to current maturities also contributed to the increase. Similar to current assets, the effect of lower average commodity prices partially offset these increases.

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Sources and Uses of Cash


	Nine months ended September 30,
(in thousands)	2025		2024
Net cash provided by operating activities	$	183,183	$	62,695
Net cash used in investing activities	(127,300)		(90,592)
Net cash used in financing activities	(537,977)		(162,595)

Operating Activities

Operating activities generated $183.2 million of cash during the first nine months of 2025, compared to $62.7 million in the same period of 2024. The $120.5 million year-over-year increase was primarily attributable to a $175.5 million favorable shift in operating assets and liabilities through normal business operations, partially offset by a $68.4 million decline in earnings as the Company continues to face challenging market conditions.

Investing Activities

Investing activities used $127.3 million of cash during the first nine months of 2025, up from $90.6 million in the prior year. The $36.7 million increase was primarily driven by $69.0 million in higher capital expenditures to support previously announced growth initiatives. This was partially offset by an additional $17.0 million of insurance proceeds received in the current year and the impact of a business acquisition that occurred in the prior year. Management anticipates total investments in property, plant, and equipment for 2025 to be approximately $200 million.

Financing Activities

Cash used in financing activities totaled $538.0 million for the nine months ended September 30, 2025, compared to $162.6 million for the same period in 2024. The $375.4 million year-over-year increase was primarily driven by the $425.0 million cash outlay to purchase the remaining noncontrolling interest in TAMH. This was partially offset by a $53.7 million reduction in distributions to a noncontrolling interest during the current year.

The Company paid $19.9 million in dividends in the first nine months of 2025 compared to $19.5 million paid in the prior period. The Company paid dividends of $0.195 and $0.19 per common share in January, April, and July of 2025 and 2024, respectively. On August 21, 2025, the Company declared a cash dividend of $0.195 per common share payable on October 22, 2025, to shareholders of record on October 1, 2025.

The Company is party to borrowing arrangements with a syndicate of banks that provide a total of $2,052.4 million in borrowing capacity. As of September 30, 2025, the Company had $1,908.5 million available for borrowing.

Certain long-term borrowings include covenants that, among other things, impose minimum levels of working capital and various debt leverage ratios. The Company is in compliance with all covenants as of September 30, 2025. In addition, certain long-term borrowings are collateralized by mortgages on various facilities.

The Company is typically in a net short-term borrowing position in the first half of the year. The majority of these short-term borrowings bear interest at variable rates, and an increase in interest rates could have a significant impact on the Company's profitability. In addition, periods of high grain prices could require us to make additional margin deposits on exchange traded futures contracts. Conversely, in periods of declining prices, the Company could receive a return of cash.

Management believes the Company's sources of liquidity will be adequate to fund operations, capital expenditures and service indebtedness. At September 30, 2025, the Company had standby letters of credit outstanding of $2.8 million.

The Andersons, Inc. | Q3 2025 Form 10-Q | 29

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Item 3. Quantitative and Qualitative Disclosures about Market Risk

For further information, refer to the Company's Annual Report on Form 10-K for the year ended December 31, 2024. There were no material changes in market risk, specifically commodity and interest rate risk during the nine months ended September 30, 2025.

Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

Based on an evaluation under the supervision and with the participation of the Company’s management, the Company’s principal executive officer and principal financial officer have concluded that the Company’s disclosure controls and procedures as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act were effective as of September 30, 2025, to provide reasonable assurance that information required to be disclosed by the Company in reports that it files or submits under the Exchange Act is (i) recorded, processed, summarized and reported within the time periods specified in the SEC rules and forms and (ii) accumulated and communicated to the Company’s management, including its principal executive officer and principal financial officer, as appropriate to allow timely decisions regarding required disclosure.

Changes in Internal Control over Financial Reporting

There were no changes in the Company’s internal control over financial reporting during the third quarter of 2025, identified in connection with management’s evaluation required by paragraph (d) of Rules 13a-15 and 15d-15 under the Exchange Act that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

The Andersons, Inc. | Q3 2025 Form 10-Q | 30

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Part II. Other Information

Item 1. Legal Proceedings

The Company is subject to legal proceedings and claims that have not been fully resolved and that have arisen in the ordinary course of business. Refer to Part I, Item 1 of this Form 10-Q in the Notes to Condensed Consolidated Financial Statements in Note 9, “Commitments and Contingencies,” In the opinion of management, there was not at least a reasonable possibility the Company may have incurred a material loss, or a material loss greater than a recorded accrual, concerning loss contingencies for asserted legal and other claims.

The outcome of litigation is inherently uncertain. If one or more legal matters were resolved against the Company in a reporting period for amounts above management’s expectations, the Company’s financial condition and operating results for that reporting period could be materially adversely affected.

Item 1A. Risk Factors

The business, financial condition and operating results of the Company can be affected by a number of factors, whether currently known or unknown, including but not limited to those described in Part I, Item 1A of the 2024 Form 10-K under the heading “Risk Factors,” any one or more of which could, directly or indirectly, cause the Company’s actual financial condition and operating results to vary materially from past, or from anticipated future, financial condition and operating results. Any of these factors, in whole or in part, could materially and adversely affect the Company’s business, financial condition, operating results and stock price.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds


Periods	Total Number of Shares Purchased (a)	Average Price Paid Per Share		Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs	Approximate Dollar Value of Shares that May Yet Be Purchased Under the Plans or Programs (b)
July 2025	1,327	$	37.43	—	$	96,521,201
August 2025	344,220	38.02		344,066	83,440,927
September 2025	29,696	37.96		29,078	82,339,037
Total	375,243	$	38.01	373,144	$	82,339,037

(a) During the three months ended September 30, 2025, the Company acquired shares of common stock held by employees who tendered owned shares to satisfy tax withholding obligations.

(b) As of August 15, 2024, the Company was authorized to purchase up to $100 million of the Company’s common stock (the "Repurchase Plan") on or before August 15, 2027. As of September 30, 2025, approximately $17.7 million of the $100 million available to repurchase shares had been utilized. The Repurchase Plan does not obligate the Company to acquire any specific number of shares. Under the Repurchase Plan, shares may be repurchased in privately negotiated and/or open market transactions, including under plans complying with Rule 10b5-1 under the Exchange Act.

Item 5. Other Information

During the three months ended September 30, 2025, two of the Company’s directors or executive officers adopted, modified, or terminated any contract, instruction or written plan for the purchase or sale of Company securities that was intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) (a “Rule 10b5-1 plan”) or any “non-Rule 10b5-1 trading arrangement.”

On August 14, 2025, Anne Rex, Senior Vice President, entered into a Rule 105b-1 plan to sell up to 3,000 shares of the Company's common stock, based on certain price parameters, from November 12, 2025 to December 31, 2026.

On September 2, 2025, Brian Walz, Treasurer, entered into a Rule 105b-1 plan to sell up to 9,175 shares of the Company's common stock, based on certain price parameters, from December 1, 2025 to November 30, 2026.

The Andersons, Inc. | Q3 2025 Form 10-Q | 31

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Item 6. Exhibits



Exhibit Number						Description

10.1						Unit Purchase Agreement

10.2*						Third Amended and Restated Loan Agreement

31.1*						Certification of the Chief Executive Officer under Rule 13(a)-14(a)/15d-14(a)

31.2*						Certification of the Chief Financial Officer under Rule 13(a)-14(a)/15d-14(a)

32.1**						Certifications Pursuant to 18 U.S.C. Section 1350

101**						Inline XBRL Document Set for the Condensed Consolidated Financial Statements and accompanying notes in Part I, Item 1, “Financial Statements” of this Quarterly Report on Form 10-Q.

104**						Inline XBRL for the cover page of this Quarterly Report on Form 10-Q, included in the Exhibit 101 Inline XBRL Document Set.

* Filed herewith
** Furnished herewith

Items 3 and 4 are not applicable and have been omitted.

The Andersons, Inc. | Q3 2025 Form 10-Q | 32

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Signatures

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.



						THE ANDERSONS, INC.

Date: November 5, 2025						/s/ William E. Krueger
						William E. Krueger
						President and Chief Executive Officer

Date: November 5, 2025						/s/ Brian A. Valentine
						Brian A. Valentine
						Executive Vice President and Chief Financial Officer

The Andersons, Inc. | Q3 2025 Form 10-Q | 33

Andersons, Inc. 10-Q