Item 5. Other Information
ITEM 5. OTHER INFORMATION
On May 6, 2024 , Juan R. Luciano , the Company’s Chair of the Board, President and Chief Executive Officer , entered into a pre-arranged trading plan that is intended to satisfy the affirmative defense of Rule 10b5-1(c) of the Exchange Act. This plan provides for the sale of up to 905,920 shares of the Company’s common stock in the aggregate, and terminates on the earlier of the close of market on May 2, 2025 or the date all shares are sold thereunder.
On May 9, 2024 , Gregory A. Morris , the Company’s Senior Vice President, President, Agricultural Services and Oilseeds , entered into a pre-arranged trading plan that is intended to satisfy the affirmative defense of Rule 10b5-1(c) of the Exchange Act. This plan provides for the sale of up to 90,000 shares of the Company’s common stock in the aggregate, and terminates on the earlier of the close of market on August 12, 2025 or the date all shares are sold thereunder.
On June 10, 2024 , Jennifer L. Weber , the Company’s Senior Vice President, Chief People and Diversity Officer , entered into a pre-arranged trading plan that is intended to satisfy the affirmative defense of Rule 10b5-1(c) of the Exchange Act. This plan provides for the sale of up to 23,077 shares of the Company’s common stock in the aggregate, and terminates on the earlier of the close of market on February 28, 2025 or the date all shares are sold thereunder.
There were no other Rule 10b5-1 trading arrangements or non-Rule 10b5-1 trading arrangements adopted , modified or terminated by the Company’s directors and executive officers during the quarter ended June 30, 2024.
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ITEM 6. EXHIBITS
(3)(i) Composite Certificate of Incorporation, as amended (incorporated by reference to Exhibit 3(i) to the Company’s Quarterly Report on Form 10-Q filed on November 13, 2001).
(3)(ii) Bylaws, as amended through November 2, 2022 (incorporated by reference to Exhibit 3(ii) to the Company’s Annual Report on Form 10-K filed on February 14, 2023).
(10.1) Transition Agreement, dated as of April 19, 2024, by and between the Company and Vikram Luthar (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on April 22, 2024).
(10.2) Offer Letter, by and between the Company and Monish Patolawala (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on July 10, 2024)
(31.1) Certification of Principal Executive Officer pursuant to Rule 13a–14(a) and Rule 15d–14(a) of the Securities Exchange Act of 1934, as amended.
(31.2) Certification of Principal Financial Officer pursuant to Rule 13a–14(a) and Rule 15d–14(a) of the Securities Exchange Act of 1934, as amended.
(32.1) Certification of Principal Executive Officer pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
(32.2) Certification of Principal Financial Officer pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
(101) Inline XBRL file set for the consolidated financial statements and accompanying notes in Part I, Item 1, “Financial Statements” and for the information under Part II, Item 5, “Other Information” 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 file set.
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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.
ARCHER-DANIELS-MIDLAND COMPANY
Dated: November 18, 2024 /s/ M. Patolawala
M. Patolawala
Chief Financial Officer
(Principal Financial Officer and Duly Authorized Officer)
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