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Item 9A. Controls and Procedures

2025-02-20 compared with 2024-03-12 · 183 added, 205 removed, 49 unchanged (89% of the section changed)

CONTROLS AND PROCEDURES (Continued)

CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

An evaluation was performed under the supervision and with the participation of the Company’s management, including the Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of the Company’s disclosure controls and procedures, as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934 (the “Exchange Act”), as of December 31, 2024.

Based on that evaluation, the Company’s Chief Executive Officer and Chief Financial Officer concluded that the Company’s disclosure controls and procedures were not effective as of December 31, 2024, due to the material weakness described below.

Management’s Report on Internal Control Over Financial Reporting

The Company’s management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Exchange Act Rules 13a-15(f) and 15d-15(f).

The Company’s internal control system is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements in accordance with generally accepted accounting principles.

Management’s assessment of the effectiveness of the Company’s internal control over financial reporting did not include the internal controls of Revela Foods, LLC (“Revela”), Fuerst Day Lawson Ltd.

(“FDL”), PT Trouw Nutrition Indonesia (“PT”) and Totally Natural Solutions Ltd.

(“TNS”), which were acquired in the year ended December 31, 2024.

In accordance with the SEC guidance regarding the reporting of internal control over financial reporting in connection with an acquisition, management may omit an assessment of an acquired business’ internal control over financial reporting from management’s assessment of internal control over financial reporting for a period not to exceed one year from the date of acquisition.

Revela, FDL, PT and TNS are included in the Company’s Consolidated Financial Statements and constituted 1.0% of total assets, after excluding goodwill and intangibles assets recorded, as of December 31, 2024, and 0.4% and 1.1% of revenues and net earnings attributable to controlling interests, respectively, for the year ended December 31, 2024.

Under the supervision and with the participation of management, including the Company’s Chief Executive Officer and Chief Financial Officer, the Company’s management assessed the design and operating effectiveness of the Company’s internal control over financial reporting as of December 31, 2024, based on the framework set forth in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 Framework).

Based on this assessment, management concluded that the Company’s internal control over financial reporting was not effective as of December 31, 2024, due to the material weakness described below.

A material weakness is a deficiency, or combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of a company’s annual or interim financial statements will not be prevented or detected on a timely basis.

Because the control deficiency described below could have resulted in a material misstatement of its annual or interim financial statements, the Company determined that this deficiency constitutes a material weakness.

During the fourth quarter of 2023, in connection with the Investigation, the Company identified a material weakness in its internal control over financial reporting related to the Company’s accounting practices and procedures for segment disclosures.

The material weakness resulted from inadequate controls that allowed for certain intersegment sales to be reported at amounts that were not in accordance with ASC 606, Revenue from Contracts with Customers .

Specifically, the Company did not have adequate controls in place around measurement of certain intersegment sales between the Company’s reporting segments.

In addition, appropriate controls were not in place for the reporting of intersegment sales and for the application of disclosure requirements within ASC 280, Segment Reporting .

The absence of adequate controls with respect to the reporting of intersegment sales impacted the completeness and accuracy of the Company’s segment disclosures and review controls over projected financial information utilized in goodwill and other long-lived asset impairment tests.

ARCHER-DANIELS-MIDLAND COMPANY

Notwithstanding such material weakness in internal control over financial reporting, the Company’s Chief Executive Officer and Chief Financial Officer have concluded that the Company’s Consolidated Financial Statements included in this Annual Report on Form 10-K present fairly, in all material respects, the Company’s financial position, results of operations, and cash flows for the periods presented in conformity with GAAP.

Ernst & Young LLP, an independent registered public accounting firm, has issued an attestation report on the Company’s internal control over financial reporting as of December 31, 2024.

That report is included herein and is incorporated in this Item 9A by reference.

Remediation Plan

The Company is implementing enhancements to its internal controls to remediate the identified material weakness in its internal control over financial reporting related to the Company’s accounting practices and procedures for intersegment sales and to enhance the reliability of its financial statements with respect to the pricing and reporting of such sales.

Specifically, the Company is:

(i) enhancing the Company’s accounting policies with respect to the measurement of intersegment sales;

(ii) improving and documenting the Company’s pricing guidelines for intersegment sales;

(iii) enhancing the design and documentation of the execution of pricing and measurement controls for segment disclosure purposes and projected financial information used in impairment analyses;

and (iv) increasing training for relevant personnel on the measurement of and application of relevant accounting guidance to intersegment sales.

While the Company believes that these efforts will improve its internal control over financial reporting, the Company will not be able to conclude whether the steps the Company is taking will remediate the material weakness in internal control over financial reporting until a sustained period of time has passed to allow management to test the design and operational effectiveness of the new and enhanced controls.

The Company continues to implement enhancements to its internal controls to remediate the identified material weakness in its internal control over financial reporting related to the Company’s accounting practices and procedures for intersegment sales and to enhance the reliability of its financial statements with respect to the pricing and reporting of such sales.

Specifically, the Company has (i) enhanced the Company’s accounting policies with respect to the measurement of intersegment sales and (ii) improved its documentation of the Company’s pricing guidelines for intersegment sales.

In addition, the design and documentation of the execution of pricing and measurement controls for segment disclosure purposes and projected financial information used in impairment analyses have been enhanced, and testing of these controls will continue as part of the regular internal control over financial reporting process.

Further, training for relevant personnel on the measurement of intersegment sales and application of relevant accounting guidance to intersegment sales and segment disclosures has been provided and remains ongoing.

While the Company believes that these efforts have improved its internal control over financial reporting, the Company will not be able to conclude whether the steps the Company has taken will remediate the material weakness in internal control over financial reporting until a sustained period of time has passed to allow management to test the design and operational effectiveness of the new and enhanced controls.

Changes in Internal Control Over Financial Reporting

The Company is implementing a new enterprise resource planning (ERP) system on a worldwide basis, which is expected to occur in phases over the next several years.

In 2023, the Company deployed the ERP system to 18 legal entities.

The Company has appropriately considered this change in its design of and testing for effectiveness of internal controls over financial reporting and concluded, as part of the evaluation described above, the implementation of the new ERP system in these instances has not materially affected its internal control over financial reporting.

Except for the material weakness described above and the related remediation measures that are being implemented, there have been no changes in internal control over financial reporting during the quarter ended December 31, 2023 that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

The Company is undertaking upgrades to its IT platforms and, in particular, certain of its enterprise resource planning (ERP) systems on a worldwide basis, which is expected to occur in phases over the next several years.

The Company did not have any further deployments of updated ERP systems during the year ended December 31, 2024.

Except for the material weakness described above and the related implementation of remediation measures, there have been no changes in internal control over financial reporting during the year ended December 31, 2024 that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

During the year ended December 31, 2024, the Company completed the acquisitions of Revela, FDL, PT, and TNS.

As a result of the acquisitions, the Company is in the process of reviewing the internal control structures of these businesses and, if necessary, will make appropriate changes as the Company incorporates its controls and procedures into the acquired businesses.

OTHER INFORMATION

2 unchanged sentences

Not applicable.

ARCHER-DANIELS-MIDLAND COMPANY

DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

Information with respect to directors, code of conduct, audit committee and audit committee financial experts of the Company, and Section 16(a) beneficial ownership reporting compliance is set forth in “Proposal No.

1 - Election of Directors for a One-Year Term,” “Code of Conduct,” “Information Concerning Committees and Meetings – Audit Committee,” and “Report of the Audit Committee” of the definitive proxy statement for the Company’s annual meeting of stockholders to be filed on or before April 29, 2024 and is incorporated herein by reference.

Officers of the Company are elected by the Board of Directors for terms of one year and until their successors are duly elected and qualified.

Information with respect to executive officers and certain significant employees of the Company is set forth below.

Except as otherwise indicated, all positions are with the Company.

Name Titles Age

Bard Vice President and Chief Integrity Officer from December 2023.

Vice President and Chief Audit Executive since June 2021.

Global Chief Compliance Officer from January 2014 to December 2023.

Camille Batiste Senior Vice President, Global Supply Chain and Procurement since May 2021.

President, Global Supply Chain from January 2020 to May 2021.

President, Nutrition Optimization from June 2019 to May 2021.

Vice President, Global Procurement from March 2017 to June 2019.

Christopher M.

Cuddy Senior Vice President of the Company since May 2015.

President, Carbohydrate Solutions business unit since March 2015.

Pierre-Christophe Duprat President, International Corn Milling since August 2022.

President, BioSolutions from August 2022 to January 2024.

President, Animal Nutrition from August 2018 to August 2022.

President, ADM Europe, Middle East, and Africa (EMEA) from June 2016 to August 2018.

President, ADM Corn EMEA and Asia from November 2015 to August 2018.

Kristy Folkwein Senior Vice President of the Company since March 2018.

Chief Technology Officer since January 2020.

Chief Information Officer from March 2018 to January 2020.

Vice President and Chief Information Officer from June 2016 to March 2018.

Molly Strader Fruit Vice President, Corporate Controller since March 2021.

Vice President, Global Financial Services from May 2019 to March 2021.

Controller, Carbohydrate Solutions from August 2018 to May 2019.

Vice President, Global Credit from April 2016 to June 2019.

Controller, Americas for Agricultural Services from June 2015 to August 2018.

Leticia Goncalves President, Precision Fermentation and ADM Ventures since November 2023.

President, Global Foods from March 2021 to November 2023.

President, Global Specialty Ingredients from January 2020 to March 2021.

Senior Vice President and U.S.

Division Head at Bayer from September 2018 to January 2020.

President, Europe and Middle East at Monsanto from August 2014 to August 2018.

Regina Bynote Jones Senior Vice President, General Counsel and Secretary since September 2023.

Chief Legal Officer at Baker Hughes from April 2020 to September 2023.

EVP, General Counsel and Corporate Secretary at Delek US Holdings, Inc.

from May 2018 to April 2020.

Domingo Lastra President, South America since July 2017.

Luciano Chair of the Board of Directors since January 2016.

Chief Executive Officer and President since January 2015.

Rodolfo Luterman Vice President and Corporate Treasurer since December 2023.

Assistant Treasurer from July 2022 to December 2023.

Director, Treasury & Credit - South America from May 2022 to December 2022.

Regional Treasurer - South America from March 2019 to May 2022.

Corporate Finance Manager from January 2016 to March 2019.

DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE (Continued)

Vikram Luthar Placed on administrative leave effective January 19, 2024.

Senior Vice President of the Company since March 2015.

Chief Financial Officer since April 2022.

Head of Investor Relations from June 2021 to July 2022.

Chief Financial Officer, Nutrition from January 2020 to April 2022.

President, Health & Wellness from March 2018 to January 2020.

President, Bioactives from February 2017 to March 2018.

Gary McGuigan President, Asia Pacific since December 2023.

Chief Risk Officer from November 2021 to January 2024.

President, Global Trade since April 2017.

Nuria Miguel Senior Vice President and Chief Science Officer since August 2023.

Vice President, Human and Animal Nutrition from September 2022 to August 2023.

Vice President, Animal Nutrition from September 2020 to September 2022.

Director, Technology and Innovation at Hempel A/S from June 2017 to September 2022.

Morris Senior Vice President of the Company since November 2014.

President, Ag Services & Oilseeds business unit since July 2019.

President, Global Oilseeds Processing business unit from May 2015 to June 2019.

Dermot O'Grady Senior Vice President, Global Operations since November 2023.

Vice President, Oilseeds Operations - EMEA from April 2015 to November 2023.

Ian Pinner Senior Vice President of the Company since January 2020.

President, Nutrition business unit and Chief Sales and Marketing Officer since November 2023.

Chief Strategy and Innovation Officer from January 2020 to November 2023.

President, Health and Wellness from January 2020 to March 2021.

Vice President, Growth and Strategy from August 2018 to January 2020.

Chief Growth Officer from July 2017 to August 2018.

Ismael Roig Senior Vice President of the Company since December 2015.

Interim Chief Financial Officer since January 2024.

President, Animal Nutrition from August 2022 to January 2024.

President, ADM Europe, Middle East, and Africa (EMEA) from August 2018 to January 2024.

President, International Corn Milling from August 2018 to August 2022.

Chief Strategy Officer from December 2015 to August 2018.

Taets Senior Vice President of the Company since August 2011.

President, Animal Nutrition since February 2024.

Senior Vice President, Nutrition Operations since December 2023.

President, Asia Pacific from May 2021 to December 2023.

Executive Champion for Quality and Food Safety from January 2020 to May 2021.

President, Global Business Readiness from March 2018 to May 2021.

President, Agricultural business unit from August 2011 to March 2018.

Jon Turney President, EMEA Oilseeds and Chief Risk Officer since January 2024.

Vice President, Oilseeds Crush EMEA from July 2022 to January 2024.

Senior Trading Manager, EU Softseeds and Soybean Crush from February 2012 to June 2022.

Vo Chief Counsel, Corporate, Securities, and Mergers and Acquisitions and Assistant Secretary since January 2017.

Weber Senior Vice President, Chief People and Diversity Officer since August 2020.

Executive Vice President - Human Resources at Lowe’s Companies, Inc.

from March 2016 to April 2020.

Certain information with respect to executive officers of the Company appears in Part I.

Business under the heading "Information about Our Executive Officers."

The other information required by this Item is set forth in “Proposal No.

1 - Election of Directors for a One-Year Term,” “Code of Conduct,” “Information Concerning Committees and Meetings – Audit Committee,” “Report of the Audit Committee,” "Delinquent Section 16(a) Reports", and " Insider Trading Policy " of the definitive proxy statement for the Company’s annual meeting of stockholders to be filed on or before April 30, 2025, and is incorporated herein by reference.

EXECUTIVE COMPENSATION

Information responsive to this Item is set forth in “Compensation Discussion and Analysis,” “Executive Compensation,” and “Director Compensation” of the definitive proxy statement for the Company’s annual meeting of stockholders to be filed on or before April 29, 2024, and is incorporated herein by reference.

The information required by this Item is set forth in “Compensation Discussion and Analysis,” “Executive Compensation,” “Compensation and Succession Committee Report,” “Compensation and Succession Committee Interlocks and Insider Participation,” and “Director Compensation” of the definitive proxy statement for the Company’s annual meeting of stockholders to be filed on or before April 30, 2025 and is incorporated herein by reference.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

Information responsive to this Item is set forth in “Principal Holders of Voting Securities,” “Proposal No.

The information required by this Item is set forth in “Principal Holders of Voting Securities,” “Proposal No.

1 - Election of Directors for a One-Year Term,” “Executive Officer Stock Ownership,” and “Equity Compensation Plan Information at December 31, 2024” of the definitive proxy statement for the Company’s annual meeting of stockholders to be filed on or before April 30, 2025 and is incorporated herein by reference.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

Information responsive to this Item is set forth in “Certain Relationships and Related Transactions,” “Review and Approval of Certain Relationships and Related Transactions,” and “Independence of Directors” of the definitive proxy statement for the Company’s annual meeting of stockholders to be filed on or before April 29, 2024, and is incorporated herein by reference.

The information required by this Item is set forth in “Certain Relationships and Related Transactions,” “Review and Approval of Certain Relationships and Related Transactions,” and “Independence of Directors” of the definitive proxy statement for the Company’s annual meeting of stockholders to be filed on or before April 30, 2025 and is incorporated herein by reference.

PRINCIPAL ACCOUNTANT FEES AND SERVICES

Information responsive to this Item is set forth in “Fees Paid to Independent Auditors” and “Audit Committee Pre-Approval Policies” of the definitive proxy statement for the Company’s annual meeting of stockholders to be filed on or before April 29, 2024, and is incorporated herein by reference.

The information required by this Item is set forth in “Fees Paid to Independent Auditors” and “Audit Committee Pre-Approval Policies” of the definitive proxy statement for the Company’s annual meeting of stockholders to be filed on or before April 30, 2025 and is incorporated herein by reference.

ARCHER-DANIELS-MIDLAND COMPANY

EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

(a)(1) See Item 8, “Financial Statements and Supplementary Data,” for a list of financial statements.

(a)(2) Financial statement schedules

SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS AND RESERVES

Beginning of End of

(In millions) Year Balance Additions Deductions (1)

Allowance for doubtful accounts

December 31, 2021 $ 100 32 ( 28 ) 18 $ 122

December 31, 2022 $ 122 88 ( 12 ) 1 $ 199

December 31, 2023 $ 199 6 ( 28 ) 38 $ 215

Beginning of End of

(In millions) Year Balance Additions Deductions Other Year Balance

Income tax valuation allowance

December 31, 2021 $ 339 7 ( 65 ) — $ 281

December 31, 2022 $ 281 18 ( 90 ) — $ 209

December 31, 2023 $ 209 58 ( 51 ) — $ 216

(1) Uncollectible accounts written off

(2) Impact of reclassifications, foreign exchange translation, and other adjustments

All other schedules are either not required, not applicable, or the information is otherwise included.

(a)(1) See Part II.

Financial Statements and Supplementary Data for a list of financial statements.

(a)(2) All schedules have been omitted because they are not required, not applicable, or the required information is otherwise included.

(a)(3) List of exhibits

(3i) Composite Certificate of Incorporation, as amended (incorporated by reference to Exhibit (3)(i) to the Company’s Form 10-Q for the quarter ended September 30, 2001).

(3ii) Bylaws, as amended through November 2, 2022 ( incorporate d by referen ce to Exhibit ( 3i i ) to the C ompany ’ s A nnual Report on Form 10 - K filed on Feb ruary 14, 2023) .

EXHIBITS AND FINANCIAL STATEMENT SCHEDULES (Continued)

SEC Document Reference

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.

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.

Instruments defining the rights of security holders, including:

(i) Description of Securities of Registrant

(ii) Indenture, dated as of June 1, 1986, by and between the Company and The Bank of New York Mellon (successor to JPMorgan Chase, The Chase Manhattan Bank, Chemical Bank, and Manufacturers Hanover Trust Company), as Trustee (incorporated by reference to Exhibit 4(a) to the Company’s Registration Statement on Form S-3 (File No.

33-6721)), as amended and supplemented by Supplemental Indenture, dated as of August 1, 1989, by and between the Company and The Bank of New York Mellon (successor to JPMorgan Chase, The Chase Manhattan Bank, Chemical Bank and Manufacturers Hanover Trust Company), as Trustee (incorporated by reference to Exhibit 4(c) to Post Effective Amendment No.

3 to the Company’s Registration Statement on Form S-3 (No.

33-6721)), relating to:

Description of Securities of Registrant

Filed herewith.

Indenture, dated as of June 1, 1986, by and between the Company and The Bank of New York Mellon (successor to JPMorgan Chase, The Chase Manhattan Bank, Chemical Bank, and Manufacturers Hanover Trust Company), as Trustee, as amended and supplemented by Supplemental Indenture, dated as of August 1, 1989, by and between the Company and The Bank of New York Mellon (successor to JPMorgan Chase, The Chase Manhattan Bank, Chemical Bank and Manufacturers Hanover Trust Company), as Trustee, relating to:

the $350,000,000 – 7 1/2% Debentures due March 15, 2027,

5 unchanged sentences

the $250,000,000 – 6.95% Debentures due December 15, 2097.

(iii) Indenture, dated as of September 20, 2006, by and between the Company and The Bank of New York Mellon, as successor to JPMorgan Chase Bank, N.A., as Trustee (incorporated by reference to Exhibit 4 to the Company ’ s Registration Statement on Form S-3 ), as amended and supplemented by First Supplemental Indenture, dated as of June 3, 2008, by and between the Company and The Bank of New York Mellon (formerly known as The Bank of New York) (incorporated by reference to Exhibit 4.6 to the Company ’ s Current Report on Form 8-K filed on June 3, 2008) , Second Supplemental Indenture, dated as of November 29, 2010, by and between the Company and The Bank of New York Mellon (incorporated by reference to Exhibit 4.3 to the Company ’ s Current Report on Form 8-K filed on November 30, 2010) , and Third Supplemental Indenture, dated as of April 4, 2011, between the Company and The Bank of New York Mellon (incorporated by reference to Exhibit 4.4 to the Company ’ s Current Report on Form 8-K filed on April 8, 2011), relating to:

Indenture (Exhibit (4.2.1)) incorporated by reference to Exhibit 4(a) to the Company’s Registration Statement on Form S-3 filed on June 30, 1986 (File No.

Supplemental Indenture (Exhibit (4.2.2)) incorporated by reference to Exhibit 4(c) to Post Effective Amendment No.

3 to the Company’s Registration Statement on Form S-3 filed on June 30, 1986 (File No.

Indenture, dated as of September 20, 2006, by and between the Company and The Bank of New York Mellon, as successor to JPMorgan Chase Bank, N.A., as Trustee, as amended and supplemented by First Supplemental Indenture, dated as of June 3, 2008, by and between the Company and The Bank of New York Mellon (formerly known as The Bank of New York), Second Supplemental Indenture, dated as of November 29, 2010, by and between the Company and The Bank of New York Mellon, and Third Supplemental Indenture, dated as of April 4, 2011, between the Company and The Bank of New York Mellon, relating to:

the $500,000,000 – 6.45% Debentures due January 15, 2038,

1 unchanged sentence

the $527,688,000 – 4.535% Debentures due March 26, 2042.

(iv) Indenture, dated as of October 16, 2012, by and between the Company and The Bank of New York Mellon, as Trustee (incorporated by reference to Exhibit 4.1 to the Company ’ s Current Report on Form 8-K filed on October 17, 2012), relating to:

Indenture (Exhibit (4.3.1)) incorporated by reference to Exhibit 4 to the Company’s Registration Statement on Form S-3 filed on September 22, 2006.

First Supplemental Indenture (Exhibit (4.3.2)) incorporated by reference to Exhibit 4.6 to the Company’s Current Report on Form 8-K filed on June 3, 2008.

Second Supplemental Indenture (Exhibit (4.3.3)) incorporated by reference to Exhibit 4.3 to the Company’s Current Report on Form 8-K filed on November 30, 2010.

Third Supplemental Indenture (Exhibit (4.3.4)) incorporated by reference to Exhibit 4.4 to the Company’s Current Report on Form 8-K filed on April 8, 2011.

ARCHER-DANIELS-MIDLAND COMPANY

Indenture, dated as of October 16, 2012, by and between the Company and The Bank of New York Mellon, as Trustee, relating to:

the $570,425,000 – 4.016% Debentures due April 16, 2043,

8 unchanged sentences

the $500,000,000 – 4.500% Notes due August 15, 2033

(v) Indenture , dated as of July 26, 2023, by and between the Company and Deutsche Bank Tru st Company Americas, as T rustee (inco rpora ted by reference to E xhibit 4.3 to the Company’s Registration Statement on Form S-3 filed on July 26, 2023).

EXHIBITS AND FINANCIAL STATEMENT SCHEDULES (Continued)

(vi) Copies of constituent instruments defining rights of holders of long-term debt of the Company and its Subsidiaries, other than the indentures specified herein, are not filed herewith, pursuant to Instruction (b)(4)(iii)(A) to Item 601 of Regulation S-K, because the total amount of securities authorized under any such instrument does not exceed 10% of the total assets of the Company and Subsidiaries on a consolidated basis.

Incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed on October 17, 2012.

Indenture, dated as of July 26, 2023, by and between the Company and Deutsche Bank Trust Company Americas, as Trustee.

Incorporated by reference to Exhibit 4.3 to the Company’s Registration Statement on Form S-3 filed on July 26, 2023.

Copies of constituent instruments defining rights of holders of long-term debt of the Company and its Subsidiaries, other than the indentures specified herein, are not filed herewith, pursuant to Instruction (b)(4)(iii)(A) to Item 601 of Regulation S-K, because the total amount of securities authorized under any such instrument does not exceed 10% of the total assets of the Company and Subsidiaries on a consolidated basis.

The Company hereby agrees that it will, upon request by the SEC, furnish to the SEC a copy of each such instrument.

Copies of the Company’s equity compensation plans, deferred compensation plans and agreements with executive officers are incorporated herein by reference pursuant to Instruction (b)(10)(iii)(A) to Item 601 of Regulation S-K, each of which is a management contract or compensation plan or arrangement required to be filed as an exhibit pursuant to Item 15(b) of Form 10-K, as follows:

(i) The Archer-Daniels-Midland Company Deferred Compensation Plan for Selected Management Employees I, as amended (incorporated by reference to Exhibit 10(iii) to the Company’s Annual Report on Form 10-K for the year ended June 30, 2010).

(ii) The Archer-Daniels-Midland Company Deferred Compensation Plan for Selected Management Employees II, as amended and restated (incorporated by reference to Exhibit 10(ii) to the Company’s Annual Report on Form 10-K for the year ended December 31, 2013).

(iii) The Archer-Daniels-Midland Company Supplemental Retirement Plan, as amended and restated (incorporated by reference to Exhibit 10(vi) to the Company’s Annual Report on Form 10-K for the year ended June 30, 2010).

(iv) Second Amendment to ADM Supplemental Retirement Plan (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended December 31, 2010).

(v) The Archer-Daniels-Midland Company Amended and Restated Stock Unit Plan for Nonemployee Directors, as amended (incorporated by reference to Exhibit 10(v) to the Company’s Annual Report on Form 10-K for the year ended December 31, 2016).

(vi) The Archer-Daniels-Midland 2002 Incentive Compensation Plan (incorporated by reference to Exhibit A to the Company’s Definitive Proxy Statement filed on September 25, 2002).

(vii) Form of Stock Option Agreement under the Company’s 2002 Incentive Compensation Plan (incorporated by reference to Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2005).

(viii) Form of Restricted Stock Agreement under the Company’s 2002 Incentive Compensation Plan (incorporated by reference to Exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2005).

(ix) Form of Performance Share Unit Award Agreement under the Company’s 2002 Incentive Compensative Plan (incorporated by reference to Exhibit 10(xii) to the Company’s Annual Report on Form 10-K for the year ended June 30, 2010).

(x) Form of Restricted Stock Unit Award Agreement under the Company’s 2002 Incentive Compensation Plan (incorporated by reference to Exhibit 10(xiii) to the Company’s Annual Report on Form 10-K for the year ended June 30, 2010).

(xi) The Archer-Daniels-Midland Company 2009 Incentive Compensation Plan (incorporated by reference to Exhibit A to the Company’s Definitive Proxy Statement filed on September 25, 2009) .

(xii) Form of Stock Option Agreement for U.S.

Employees under the Company’s 2009 Incentive Compensation Plan (incorporated by reference to Exhibit 10(i) to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2013).

EXHIBITS AND FINANCIAL STATEMENT SCHEDULES (Continued)

(xiii) Form of Restricted Stock Unit Award Agreement for U.S.

Employees under the Company’s 2009 Incentive Compensation Plan (incorporated by reference to Exhibit 10(ii) to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2013).

(xiv) Form of Stock Option Agreement for Named Executive Officers under the Company’s 2009 Incentive Compensation Plan (incorporated by reference to Exhibit 10(iii) to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2013).

(xv) Form of Restricted Stock Unit Award Agreement for Named Executive Officers under the Company’s 2009 Incentive Compensation Plan (incorporated by reference to Exhibit 10(iv) to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2013).

(xvi) Form of Stock Option Agreement for International Employees under the Company’s 2009 Incentive Compensation Plan (incorporated by reference to Exhibit 10(v) to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2013).

(xvii) Form of Restricted Stock Unit Award Agreement for International Employees under the Company ’ s 2009 Incentive Compensation Plan (incorporated by reference to Exhibit 10(vi) to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2013).

(xviii) Form of Performance Share Unit Award Agreement under the Company’s 2009 Incentive Compensation Plan (incorporated by reference to Exhibit 10(vii) to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2013).

(xix) Form of Performance Share Unit Award Agreement under the Company’s 2009 Incentive Compensation Plan for grant to J.

Luciano (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on March 25, 2011).

(xx) Form of Nonqualified Stock Option Award Agreement for Executive Officers under the Company’s 2009 Incentive Compensation Plan (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2016).

(xxi) Form of Nonqualified Stock Option Award Agreement for U.S.

Employees under the Company’s 2009 Incentive Compensation Plan (incorporated by reference to Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2016).

(xxii) Form of Restricted Stock Unit Award Agreement for Executive Officers under the Company’s 2009 Incentive Compensation Plan (incorporated by reference to Exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2016) .

(xxiii) Form of Restricted Stock Unit Award Agreement for U.S.

Employees under the Company’s 2009 Incentive Compensation Plan (incorporated by reference to Exhibit 10.4 to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2016).

(xxiv) Form of Restricted Stock Unit Award Agreement under the Company’s 2009 Incentive Compensation Plan (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2017).

(xxv) Form of Performance Share Unit Award Agreement under the Company’s 2009 Incentive Compensation Plan (incorporated by reference to Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2017).

(xxvi) ADM Employee Stock Purchase Plan (incorporated by reference to Exhibit 4.3 to the Company’s Registration Statement on Form S-8 filed on May 15, 2018).

EXHIBITS AND FINANCIAL STATEMENT SCHEDULES (Continued)

(xxvii) Archer-Daniels-Midland Company 2020 Incentive Compensation Plan (incorporated by reference to Annex B to the Company’s Definitive Proxy Statement filed on March 25, 2020).

(xxviii) Form of Performance Share Unit Award Agreement under the Company’s 2020 Incentive Plan (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2020) .

(xxix) Form of Restricted Stock Unit Award Agreement under the Company’s 2020 Incentive Plan (incorporated by reference to Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2020) .

(xxx) Form of Performance Share Unit Award Agreement under the Company’s 2020 Incentive Plan (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2022).

(xxxi) Form of Restricted Stock Unit Award Agreement under the Company’s 2020 Incentive Plan (incorporated by reference to Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2022).

(xxxii) Form of Performance Share Unit Awar d Agreeme nt under the C ompany ’ s 2020 Incentive Compensation Plan (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q fo r the quarter ended Marc h 31, 2023 ) .

(xxxiii) F orm of Restr icted Stock Unit Award Agreeme nt under the Co mpany’s 2020 In centive Comp ensation Plan (inco rporated by refere nce to Exhibit 10.2 to the Compa ny’s Quarterly Rep ort on Form 10-Q for the quarter ended March 31, 2023).

The Archer-Daniels-Midland Company Deferred Compensation Plan for Selected Management Employees I, as amended.

Incorporated by reference to Exhibit 10(iii) to the Company’s Annual Report on Form 10-K for the year ended June 30, 2010.

The Archer-Daniels-Midland Company Deferred Compensation Plan for Selected Management Employees II, as amended and restated.

Incorporated by reference to Exhibit 10(ii) to the Company’s Annual Report on Form 10-K for the year ended December 31, 2013.

The Archer-Daniels-Midland Company Supplemental Retirement Plan, as amended and restated.

Incorporated by reference to Exhibit 10(vi) to the Company’s Annual Report on Form 10-K for the year ended June 30, 2010.

Second Amendment to ADM Supplemental Retirement Plan.

Incorporated by reference to Exhibit 10.1

to the Company’s Quarterly Report on Form 10-Q for the quarter ended December 31, 2010.

The Archer-Daniels-Midland Company Amended and Restated Stock Unit Plan for Nonemployee Directors, as amended.

Incorporated by reference to Exhibit 10(v) to the Company’s Annual Report on

Form 10-K for the year ended December 31, 2016.

The Archer-Daniels-Midland Company 2009 Incentive Compensation Plan.

Incorporated by reference to Exhibit A to the Company’s Definitive Proxy Statement filed on September 25, 2009.

Form of Stock Option Agreement for U.S.

Employees under the Company’s 2009 Incentive Compensation Plan.

Incorporated by reference to Exhibit 10(i) to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2013.

ARCHER-DANIELS-MIDLAND COMPANY

Form of Restricted Stock Unit Award Agreement for U.S.

Employees under the Company’s 2009 Incentive Compensation Plan.

Incorporated by reference to Exhibit 10(ii) to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2013.

Form of Stock Option Agreement for Named Executive Officers under the Company’s 2009 Incentive Compensation Plan.

Incorporated by reference to Exhibit 10(iii) to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2013.

Form of Restricted Stock Unit Award Agreement for Named Executive Officers under the Company’s 2009 Incentive Compensation Plan.

Incorporated by reference to Exhibit 10(iv) to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2013.

Form of Stock Option Agreement for International Employees under the Company’s 2009 Incentive Compensation Plan.

Incorporated by reference to Exhibit 10(v) to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2013.

Form of Restricted Stock Unit Award Agreement for International Employees under the Company’s 2009 Incentive Compensation Plan.

Incorporated by reference to Exhibit 10(vi) to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2013.

Form of Performance Share Unit Award Agreement under the Company’s 2009 Incentive Compensation Plan.

Incorporated by reference to Exhibit 10(vii) to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2013.

Form of Performance Share Unit Award Agreement under the Company’s 2009 Incentive Compensation Plan for grant to J.

Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on March 25, 2011.

Form of Nonqualified Stock Option Award Agreement for Executive Officers under the Company’s 2009 Incentive Compensation Plan.

Incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2016.

Form of Nonqualified Stock Option Award Agreement for U.S.

Employees under the Company’s 2009 Incentive Compensation Plan.

Incorporated by reference to Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2016.

Form of Restricted Stock Unit Award Agreement for Executive Officers under the Company’s 2009 Incentive Compensation Plan.

Incorporated by reference to Exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2016.

Form of Restricted Stock Unit Award Agreement for U.S.

Employees under the Company’s 2009 Incentive Compensation Plan.

Incorporated by reference to Exhibit 10.4 to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2016.

Form of Restricted Stock Unit Award Agreement under the Company’s 2009 Incentive Compensation Plan.

Incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2017.

Form of Performance Share Unit Award Agreement under the Company’s 2009 Incentive Compensation Plan.

Incorporated by reference to Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2017.

ADM Employee Stock Purchase Plan.

Incorporated by reference to Exhibit 4.3 to the Company’s Registration Statement on Form S-8 filed on May 15, 2018.

Archer-Daniels-Midland Company 2020 Incentive Compensation Plan.

Incorporated by reference to Annex B to the Company’s Definitive Proxy Statement filed on March 25, 2020.

ARCHER-DANIELS-MIDLAND COMPANY

Form of Performance Share Unit Award Agreement under the Company’s 2020 Incentive Plan.

Incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2020.

Form of Restricted Stock Unit Award Agreement under the Company’s 2020 Incentive Plan.

Incorporated by reference to Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2020.

Form of Performance Share Unit Award Agreement under the Company’s 2020 Incentive Plan.

Incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2022.

Form of Restricted Stock Unit Award Agreement under the Company’s 2020 Incentive Plan.

Incorporated by reference to Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2022.

Form of Performance Share Unit Award Agreement under the Company’s 2020 Incentive Compensation Plan.

Incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2023.

Form of Restricted Stock Unit Award Agreement under the Company’s 2020 Incentive Compensation Plan.

Incorporated by reference to Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2023.

Form of Performance Share Unit Award Agreement under the Company’s 2020 Incentive Compensation Plan.

Incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2024.

Form of Restricted Stock Unit Award Agreement under the Company’s 2020 Incentive Compensation Plan.

Incorporated by reference to Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2024.

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.

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.

Insider Trading Policy.

Filed herewith.

Subsidiaries of the Company.

Filed herewith.

Consent of Independent Registered Public Accounting Firm.

Filed herewith.

Powers of Attorney.

(31.1) Certification of Chief 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 Chief 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 Chief Executive Officer pursuant to 18 U.S.C.

Filed herewith.

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.

Filed herewith.

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.

Filed herewith.

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 Chief Financial Officer pursuant to 18 U.S.C.

Furnished herewith.

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.

(97) Policy Relat ing to Recovery of Erroneously Awarded Comp ensation

Furnished herewith.

Policy Relating to Recovery of Erroneously Awarded Compensation

Incorporated by reference to Exhibit 97 to the Company’s Annual Report on Form 10-K filed on March 12, 2024.

ARCHER-DANIELS-MIDLAND COMPANY

Interactive Data File.

(104) Cover Page Interactive Data File (formatted as Inline XBRL and incorporated by reference to Exhibit 101).

Filed herewith.

Cover Page Interactive Data File.

Formatted as Inline XBRL and incorporated by reference to Exhibit 101.

Form 10-K Summary

1 unchanged sentence

Pursuant to the requirements of Section 13 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.

March 12, 2024

February 20, 2025

ARCHER-DANIELS-MIDLAND COMPANY

Senior Vice President, General Counsel, and Secretary

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below on March 12, 2024, by the following persons on behalf of the Registrant and in the capacities indicated.

Luciano /s/ Ellen de Brabander /s/ R.

Brabander*, R.

Chairman, Chief Executive Officer, Director Attorney-in-Fact

Chief Financial Officer

(Principal Financial Officer and Duly Authorized Officer)

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below on February 20, 2025, by the following persons on behalf of the Registrant and in the capacities indicated.

Luciano /s/ T.

Chair of the Board, Chief Executive Officer,

Director Director

President, and Director

(Principal Executive Officer) /s/ S.

Roig Director

Senior Vice President and /s/ P.

Interim Chief Financial Officer P.

(Principal Financial Officer) Director

Vice President, Corporate Controller Director

(Principal Accounting Officer)

Burke*, Director

Colbert*, Director

(Principal Executive Officer) /s/ J.

Collins, Jr.*

*Powers of Attorney authorizing I.

Fruit, and R.

Jones, and each of them, to sign the Form 10-K on behalf of the directors of the Company, copies of which are being filed with the Securities and Exchange Commission.

Collins, Jr.,

Director Director

Chief Financial Officer /s/ T.

(Principal Financial Officer) T.

Director Director

Strader Fruit

Strader Fruit,

de Brabander*

Vice President, Corporate Controller E.

de Brabander,

(Principal Accounting Officer) Director Director

Director Director Director

Jones, Senior Vice President, General Counsel, and Secretary, by signing her name hereto, does hereby sign this report on behalf of each of the above named directors of the Registrant, pursuant to the powers of attorney duly executed by such individual, copies of which are being filed with this report as exhibits.

Attorney-in-Fact

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures