Archer-Daniels-Midland Co S-3ASR, filed Aug 4, 2026
Archer-Daniels-Midland Co (ADM)
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As filed with the Securities and Exchange Commission on August 4, 2026
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
ARCHER-DANIELS-MIDLAND COMPANY
(Exact name of the Registrant as specified in its charter)
| Delaware | 41-0129150 | |
| (State or Other Jurisdiction of Incorporation) |
(I.R.S. Employer Identification Number) |
77 West Wacker Drive, Suite 4600
Chicago, IL 60601
(312) 634-8100
(Address and telephone number of the Registrant’s principal executive offices)
Regina B. Jones
Senior Vice President, Chief Legal Officer, and Secretary
Archer-Daniels-Midland Company
77 West Wacker Drive, Suite 4600
Chicago, IL 60601
(312) 634-8100
(Name, address and telephone number of agent for service)
Copies to:
Dawn Holicky Pruitt
W. Morgan Burns
Faegre Drinker Biddle & Reath LLP
2200 Wells Fargo Center
90 South Seventh Street
Minneapolis, Minnesota 55402-3901
Approximate date of commencement of proposed sale to the public: From time to time after the effective date of this registration statement.
If the only securities being registered on this form are being offered pursuant to dividend or interest reinvestment plans, check the following box. ☐
If any of the securities being registered on this form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box. ☒
If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If this form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If this Form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box: ☒
If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box: ☐
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 the 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 | ☒ | 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 7(a)(2)(B) of Securities Act. ☐
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PROSPECTUS
Archer-Daniels-Midland Company
Debt Securities and Warrants to Purchase Debt Securities
Preferred Stock
Common Stock and Warrants to Purchase Common Stock
Stock Purchase Contracts and Stock Purchase Units
We may, from time to time, offer and sell these securities in one or more offerings. This prospectus describes some of the general terms and conditions that may apply to these securities. We will provide the specific terms and conditions of these securities, including their offering prices, in prospectus supplements to this prospectus.
We may offer and sell these securities to or through one or more underwriters, dealers or agents, directly to purchasers or through a combination of these methods. You can find additional information about our plan of distribution for the securities under the heading “Plan of Distribution” in this prospectus. We will also describe the plan of distribution for any particular offering of securities in the applicable prospectus supplement. This prospectus may not be used to sell our securities unless it is accompanied by a prospectus supplement.
Our common stock is listed on the New York Stock Exchange under the symbol “ADM.”
Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.
Investing in our securities involves risks. You should consider the risks described under “Risk Factors” on page 5 of this prospectus and the risk factors and additional information contained or incorporated by reference in this prospectus and the applicable prospectus supplement before making a decision to invest in our securities.
The date of this prospectus is August 4, 2026.
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| DESCRIPTION OF STOCK PURCHASE CONTRACTS AND STOCK PURCHASE UNITS |
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Neither we, nor any underwriters, dealers or agents, have authorized anyone to provide you with any information other than information incorporated by reference or presented in this prospectus, the applicable prospectus supplement or in any free writing prospectus we may authorize to be delivered to you. We, as well as any underwriters, dealers and agents, take no responsibility for, and can provide no assurance as to the reliability of, any other information that others may give you. We may only use this prospectus to sell securities if it is accompanied by a prospectus supplement. We are only offering these securities in jurisdictions where the offer is permitted. You should not assume that the information contained or incorporated by reference in this prospectus, the applicable prospectus supplement or in any free writing prospectus is accurate as of any date other than the dates on the front of those documents. Our business, financial condition, results of operations and prospects may have changed since those dates.
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This prospectus is part of a registration statement that we filed with the Securities and Exchange Commission (the “SEC”) under the Securities Act of 1933, as amended (the “Securities Act”), using a “shelf” registration process. Under this shelf registration process, we may sell, at any time and from time to time, in one or more offerings, any of the securities described in this prospectus. We may sell these securities either separately or in units.
This prospectus provides you with a general description of the securities that we may offer and sell from time to time. Each time we offer and sell securities, we will provide an accompanying prospectus supplement that will contain specific information about the terms of that offering, including, but not limited to, the specific amounts, prices and terms of the securities offered. That accompanying prospectus supplement may also add, update, change or supersede the information contained in this prospectus. If information varies between this prospectus and the accompanying prospectus supplement, you should rely on the information in the accompanying prospectus supplement.
You should carefully read both this prospectus, any applicable prospectus supplement together with the additional information described below under the heading “Where You Can Find More Information.”
We may also prepare free writing prospectuses that describe particular securities we may offer. Any free writing prospectus should also be read in connection with this prospectus, the prospectus supplement referred to in such free writing prospectus, and the documents incorporated herein or therein by reference. For purposes of this prospectus, any reference to an applicable prospectus supplement may also refer to a related free writing prospectus unless the context otherwise requires.
The registration statement that contains this prospectus, including the exhibits to the registration statement, contains additional information about us and the securities offered under this prospectus and any prospectus supplement. That registration statement can be accessed on the SEC’s website or on our website, as set forth under the heading “Where You Can Find More Information.”
The distribution of this prospectus and the applicable prospectus supplement and the offering of the securities we may offer and sell in certain jurisdictions may be restricted by law. Persons into whose possession this prospectus and the applicable prospectus supplement come should inform themselves about and observe any such restrictions. This prospectus and the applicable prospectus supplement do not constitute, and may not be used in connection with, an offer or solicitation by anyone in any jurisdiction in which such offer or solicitation is not authorized or in which the person making such offer or solicitation is not qualified to do so or to any person to whom it is unlawful to make such offer or solicitation.
When we refer to “our company,” “we,” “our” and “us” in this prospectus under the headings “The Company” and “Use of Proceeds,” we mean Archer-Daniels-Midland Company, its subsidiaries and its and their respective predecessors, unless the context indicates otherwise. When such terms are used elsewhere in this prospectus, we refer only to Archer-Daniels-Midland Company, unless the context indicates otherwise.
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WHERE YOU CAN FIND MORE INFORMATION
We file annual, quarterly, and current reports, proxy statements, and other information with the SEC. Our SEC filings are available to the public on the SEC’s website at www.sec.gov. Our filings are also available on our website at www.adm.com. Information on our website does not form a part of this prospectus and is not incorporated herein by reference.
We “incorporate by reference” into this prospectus the information we file with the SEC, which means that we can disclose important information to you by referring you to those documents. The information incorporated by reference is an important part of this prospectus. Some information contained in this prospectus updates the information incorporated by reference, and information that we file subsequently with the SEC will automatically update this prospectus. In other words, in the case of a conflict or inconsistency between information set forth in this prospectus and information incorporated by reference into this prospectus, you should rely on the information contained in the document that was filed later. We incorporate by reference our Annual Report on Form 10-K for the fiscal year ended December 31, 2025 (which incorporates by reference certain portions of our definitive Proxy Statement for our Annual Meeting of Stockholders filed with the SEC on March 26, 2026); our Quarterly Reports on Form 10-Q for the quarters ended March 31, 2026 and June 30, 2026; our Current Reports on Form 8-K filed with the SEC on January 28, 2026, March 10, 2026, May 12, 2026 and July 23, 2026; the descriptions of our common stock contained in registration statements and reports filed with the SEC; and any filings we make with the SEC under Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), on or after the date of this prospectus and prior to the time that we sell all the securities offered by this prospectus and any prospectus supplement. Notwithstanding the foregoing, unless specifically stated otherwise, none of the information that we disclose under Items 2.02 and 7.01 of any Current Report on Form 8-K that we may from time to time furnish to the SEC will be incorporated by reference into, or otherwise be included in, this prospectus.
You may request a copy of these filings, other than an exhibit to a filing, unless that exhibit is specifically incorporated by reference into that filing, at no cost, by writing to or telephoning us at the following address:
Secretary
Archer-Daniels-Midland Company
77 West Wacker Drive, Suite 4600
Chicago, IL 60601
Phone: (312) 634-8100
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This prospectus, any accompanying prospectus supplement and the documents incorporated by reference herein or therein, contain “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995 that involve substantial risks and uncertainties. All statements, other than statements of historical or current fact, are forward-looking statements. You can identify forward-looking statements by the fact that they do not relate strictly to historical or current facts. These statements may include words such as “anticipate,” “estimate,” “expect,” “project,” “plan,” “intend,” “believe,” “may,” “outlook,” “forecast”, “will,” “should,” “can have,” “likely,” “goals,” “objectives,” “priorities,” and other words and terms of similar meaning in connection with any discussion of the timing or nature of future operating or financial performance or other events. Forward-looking statements are not guarantees of future performance and our actual results may differ significantly from the results discussed in the forward-looking statements. Risks and uncertainties that could cause or contribute to such differences include, but are not limited to, those discussed in our most recent Annual Report on Form 10-K, as may be updated in our subsequent Quarterly Reports on Form 10-Q, which are incorporated herein by reference. We assume no obligation to revise or update any forward-looking statements for any reason, except as required by law.
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We are an essential global agricultural supply chain manager and processor, providing food security by connecting local needs with global capabilities. We are also a premier human and animal nutrition provider, as well as a leader in health and well-being products.
We partner with thousands of farmers around the world to purchase their crops and use our integrated global origination, logistics, and manufacturing network to transform many of those raw commodities into an expansive array of products serving the food, feed, fuel, and industrial and consumer products sectors. We offer a broad portfolio of food and beverage products, from staple foods to innovative alternatives, such as natural colors and flavors, plant-based proteins, and lower-sugar, fat, and salt solutions. We provide human and animal nutrition ingredients and solutions that support health, productivity, and sustainability. We offer a wide range of health and well-being products, such as probiotics, enzymes, and supplements to meet the needs of consumers looking for new ways to live healthier lives. We are a key producer of biofuels, converting agricultural feedstocks into renewable fuels used in transportation and industrial applications. We are a cutting-edge innovator, investing in research, application development, and process improvement to deliver value-added products, enhance supply chain efficiency, and advance sustainable agricultural and nutrition solutions. We continue to develop a broad range of new bio-based consumer and industrial solutions as well as advance and scale our carbon capture and sequestration capabilities and other initiatives. We are a leader in business-driven sustainability efforts that support a strong agricultural sector, resilient supply chains, and a vast and growing bioeconomy. Around the globe, our expertise and innovation are meeting critical needs from harvest to home.
We also have significant investments in certain entities and joint venture arrangements that aim to expand or enhance the market for our products or offer other benefits including, but not limited to, geographic or product-line expansion.
We were incorporated in Delaware in 1923 as the successor to a business formed in 1902. Our executive offices are located at 77 West Wacker Drive, Suite 4600, Chicago, Illinois 60601. Our telephone number is (312) 634-8100. We maintain an Internet website at www.adm.com. The information on the website is not a part of this prospectus and is not incorporated by reference herein.
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Your investment in our securities involves risks and uncertainties. Before purchasing any securities, you should carefully consider and evaluate all of the information included and incorporated by reference in this prospectus, including the risk factors incorporated by reference from our Annual Report on Form 10-K for the fiscal year ended December 31, 2025, as may be updated in our subsequent Quarterly Reports on Form 10-Q and other filings we make with the SEC. We encourage you to read these risk factors in their entirety. You should consult your financial, legal, tax, and other professional advisors regarding the risks associated with an investment in our securities and the suitability of such an investment for you.
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Unless the applicable prospectus supplement states otherwise, the net proceeds from the sale of the offered securities will be added to our general funds and will be available for general corporate purposes, including, among other things:
| • | meeting our working capital requirements; |
| • | funding capital expenditures and possible acquisitions of, or investments in, businesses and assets; and |
| • | repaying indebtedness. |
We will have significant discretion in the use of any net proceeds. Until we use net proceeds from the sale of offered securities, such net proceeds may be held in cash or cash equivalents, or we may invest such net proceeds in short-term or long-term marketable securities or use them to repay short-term borrowings.
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DESCRIPTION OF DEBT SECURITIES
This section describes the general terms and provisions of our debt securities. The prospectus supplement will describe the specific terms of the debt securities offered through that prospectus supplement and any general terms outlined in this section that will not apply to those debt securities.
The debt securities will be issued under an indenture, dated as of July 26, 2023, between us and Deutsche Bank Trust Company Americas, as trustee (the “trustee”), referred to herein as the “indenture.” We have summarized certain terms and provisions of the indenture in this section. We have also filed the indenture as an exhibit to the registration statement of which this prospectus forms a part. You should read the indenture for additional information before you buy any debt securities.
Because this section is a summary, it does not describe every aspect of the debt securities. This summary is subject to, and qualified in its entirety by reference to, all the provisions of the indenture, including definitions of certain terms used in the indenture. For example, in this section, we use capitalized words to signify terms that have been specifically defined in the indenture. Some of the definitions are repeated herein, but for the rest, you will need to read the indenture. We also include references in parentheses to certain sections of the indenture so that you can more easily locate these provisions. Whenever we refer to particular sections or defined terms of the indenture in this prospectus or in the applicable prospectus supplement, such sections or defined terms are incorporated by reference herein or in the prospectus supplement.
General
The debt securities will be our unsecured and unsubordinated obligations ranking on parity with all of our other unsecured and unsubordinated indebtedness.
The indenture does not limit the amount of debt securities that we may issue and provides that we may issue debt securities from time to time in one or more series. (Section 301). Unless otherwise specified in the applicable prospectus supplement, we may, without the consent of the holders of a series of debt securities, issue additional debt securities of that series having the same ranking and the same interest rate, maturity date, and other terms (except for the price to public and issue date) as such debt securities. Any such additional debt securities, together with the initial debt securities, will constitute a single series of debt securities under the applicable indenture. No additional debt securities of a series may be issued if an event of default under the applicable indenture has occurred and is continuing with respect to that series of debt securities.
A prospectus supplement relating to a series of debt securities being offered will include specific terms relating to the offering. (Section 301). These terms will include some or all of the following:
| • | the title of the debt securities of the series and related CUSIP, if available; |
| • | any limit on the aggregate principal amount of the debt securities of that series; |
| • | the date or dates on which the principal of and any premium on the debt securities will mature and our ability to extend such date or dates; |
| • | if the debt securities bear interest: |
| ○ | the interest rate or rates on the debt securities (or the formula or methodology by which the interest rate or rates shall be determined); |
| ○ | the date or dates from which any interest will accrue; |
| ○ | any circumstances under which we may defer interest payments; |
| ○ | the record and interest payment dates for debt securities that are registered securities; and |
| ○ | whether the interest rate or interest rate formula or methodology can be reset and, if so, the date or dates on which the interest rate or interest rate formula or methodology can be reset; |
| • | the place or places where: |
| ○ | we can make payments on the debt securities; |
| ○ | the debt securities can be presented for registration of transfer or exchange; and |
| ○ | notice and demands can be given to us relating to the debt securities and under the indenture; |
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| • | whether the debt securities will be issuable as registered securities, bearer securities, or both; |
| • | whether any of the debt securities are to be issuable in permanent global form; |
| • | the person to whom interest on the debt securities is payable, if such person is not the person in whose name the debt securities are registered; |
| • | whether any of the debt securities are to be issuable initially in temporary global form; |
| • | the date, if any, after which and the price or prices (and other applicable terms and provisions) at which we may redeem the offered debt securities pursuant to any optional or mandatory redemption provisions that would permit or require us or the holders of the debt securities to redeem or repay, as applicable, the debt securities prior to their final maturity; |
| • | any sinking fund or analogous provisions that would obligate us to redeem, repay, or purchase the debt securities, in whole or in part, before their final maturity; |
| • | the denominations in which any debt securities which are registered securities will be issuable, if other than denominations of $1,000 and multiples of $1,000 in excess thereof; |
| • | the denominations in which any debt securities which are bearer securities will be issuable, if other than denominations of $5,000; |
| • | whether the debt securities will be convertible into shares of common stock or preferred stock and, if so, the terms and conditions of any such conversion and, if convertible into shares of preferred stock, the terms of such preferred stock; |
| • | the currency or currencies of denomination, including the depositary, exchange rate, and exchange rate agent, of the debt securities of any series if other than the currency of the United States; |
| • | any index used to determine the amount of payments on the debt securities; |
| • | the portion of the principal payable upon acceleration of the debt securities following an Event of Default, if such portion is other than the principal amount of the debt securities; |
| • | any Events of Default which will apply to the debt securities in addition to those contained in the indenture; |
| • | any additional covenants applicable to the debt securities and whether certain covenants can be waived; |
| • | whether the provisions described below under the heading “Defeasance” apply to the debt securities; |
| • | the identity of any paying agent or security registrar if other than the trustee; |
| • | if the debt securities are to be issuable as bearer securities, the required certifications; and |
| • | any other terms and provisions of the debt securities not inconsistent with the terms and provisions of the indenture. (Section 301). |
If the purchase price of any of the debt securities is denominated in a foreign currency or currencies, or if the principal of and any premium and interest on any series of debt securities is payable in a foreign currency or currencies, then the restrictions, elections, general tax considerations, specific terms and other information with respect to such issue of debt securities and such foreign currency or currencies will be set forth in the applicable prospectus supplement.
When we use the term “holder” in this prospectus with respect to a registered security, we mean the person in whose name such debt security is registered in the security register. (Section 101).
Denominations, Registration, and Transfer
We may issue the debt securities as registered securities, bearer securities, or both. We may issue debt securities in the form of one or more global securities, as described below under “Global Securities.” Unless we state otherwise in the applicable prospectus supplement, registered securities denominated in U.S. dollars will be issued only in denominations of $1,000 and multiples of $1,000 in excess thereof. Bearer securities denominated in U.S. dollars will be issued only in denominations of $5,000 with coupons attached. A global security will be issued in a denomination equal to the aggregate principal amount of outstanding debt securities represented by that global security. The prospectus supplement relating to debt securities denominated in a foreign currency will specify the denominations of the debt securities. (Sections 201, 203, 301, and 302).
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You may exchange any debt securities of a series for other debt securities of that series if the other debt securities are denominated in authorized denominations and have the same aggregate principal amount and the same terms as the debt securities that were surrendered for exchange. In addition, if debt securities of any series are issuable as both registered securities and as bearer securities, you may, subject to the terms of the indenture, exchange bearer securities (with all unmatured coupons, except as provided below, and all matured coupons in default attached) of the series for registered securities of the same series of any authorized denominations and that have the same aggregate principal amount and the same terms as the debt securities that were surrendered for exchange.
Unless we state otherwise in the applicable prospectus supplement, any bearer security surrendered in exchange for a registered security between a record date and the relevant date for payment of interest must be surrendered without the coupon relating to such date for payment of interest attached. Interest will not be payable on the registered security on the relevant date for payment of interest issued in exchange for the bearer security, but will be payable only to the holder of such coupon when due in accordance with the terms of the indenture.
Unless we state otherwise in the applicable prospectus supplement, bearer securities will not be issued in exchange for registered securities. (Section 305).
Registered securities may be presented for registration of transfer, duly endorsed or accompanied by a satisfactorily written instrument of transfer, at the office or agency maintained by us for that purpose in a place of payment. There will be no service charge for any registration of transfer or exchange of the debt securities, but we may require you to pay any tax or other governmental charge payable in connection with a transfer or exchange of the debt securities. (Section 305). If the applicable prospectus supplement refers to any office or agency, in addition to the security registrar, initially designated by us where you can surrender the debt securities for registration of transfer or exchange, we may at any time rescind the designation of any such office or agency or approve a change in the location. If debt securities of a series are issuable only as registered securities, we will be required to maintain a transfer agent in each place of payment for such series. If debt securities of a series are issuable as bearer securities, we will be required to maintain, in addition to the security registrar, a transfer agent in a place of payment for such series located outside the United States. We may at any time designate additional transfer agents with respect to any series of debt securities. (Section 1002).
We shall not be required to:
| • | issue, register the transfer of, or exchange debt securities of any series during a period beginning at the opening of business 15 days before the selection of debt securities of that series to be redeemed and ending at the close of business on: |
| ○ | the day of mailing of the relevant notice of redemption, if debt securities of the series are issuable only as registered securities; or |
| ○ | the day of the first publication of the relevant notice of redemption, if debt securities of the series are issuable as bearer securities; or |
| ○ | the mailing of the relevant notice of redemption, if debt securities of that series are also issuable as registered securities and there is no publication; |
| • | register the transfer of or exchange any registered security selected for redemption, except for the unredeemed portion of any registered security being redeemed in part; or |
| • | exchange any bearer security selected for redemption, except to exchange the bearer security for a registered security of that series and like tenor which is simultaneously surrendered for redemption. (Section 305). |
Original Issue Discount Securities
Debt securities may be issued as original issue discount securities and sold at a discount below their stated principal amount. If a debt security is an original issue discount security, an amount less than the principal amount of the debt security will be due and payable upon a declaration of acceleration of the maturity of the debt
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security under the applicable indenture. (Sections 101 and 502). The applicable prospectus supplement will describe the federal income tax consequences and other special factors you should consider before purchasing any original issue discount securities.
Payments and Paying Agents
Unless we state otherwise in the applicable prospectus supplement, payment of principal and any premium and interest on registered securities, other than a global security, will be made at the office of the paying agent or paying agents we may designate from time to time. (Section 1002). At our option, payment of any interest may be made (i) by check mailed to the address of the payee entitled to payment at the address listed in the security register, or (ii) by wire transfer to an account maintained by the payee as specified in the security register. Unless we state otherwise in the applicable prospectus supplement, payment of any installment of interest on registered securities will be made to the person in whose name the registered security is registered at the close of business on the record date for such interest payment. (Section 307). Unless we state otherwise in the applicable prospectus supplement, the “record date” means, for any interest payment date, the date 15 calendar days prior to that interest payment date, whether or not that day is a business day.
Unless we state otherwise in the applicable prospectus supplement, payment of principal and any premium and interest on bearer securities will be payable, subject to applicable laws and regulations, at the offices of the paying agent or paying agents outside the United States that we may designate from time to time. (Section 1002). At our option, payment of any interest may be made by check or by wire transfer to an account maintained by the payee outside the United States. Unless we state otherwise in the applicable prospectus supplement, payment of interest on bearer securities on any interest payment date will be made only upon presentation and surrender of the coupon relating to that interest payment date. (Section 1001). No payment on any bearer security will be made:
| • | at any of our offices or agencies in the United States; |
| • | by check mailed to any address in the United States; or |
| • | by transfer to an account maintained in the United States. |
Neither we nor our paying agents will make payment on bearer securities or coupons, or upon any other demand for payment, if you present them to us or our paying agents within the United States. Notwithstanding the foregoing, payment of principal of and any premium and interest on bearer securities denominated and payable in U.S. dollars will be made at the office of our paying agent in the United States if, and only if, payment of the full amount payable in U.S. dollars at all offices or agencies outside the United States is illegal or effectively precluded by exchange controls or other similar restrictions. (Section 1002).
Unless we state otherwise in the applicable prospectus supplement, the principal office of the trustee in New York City will be designated as our sole paying agent for payments on debt securities that are issuable only as registered securities. We will name in the applicable prospectus supplement any paying agent outside the United States, and any other paying agent in the United States, initially designated by us for the debt securities. We may, at any time:
| • | designate additional paying agents; |
| • | rescind the designation of any paying agent; or |
| • | approve a change in the office through which any paying agent acts. |
If debt securities of a series are issuable only as registered securities, we will be required to maintain a paying agent in each place of payment for that series. If debt securities of a series are issuable as bearer securities, we will be required to maintain:
| • | a paying agent in each place of payment for that series in New York City for payments on any registered securities of that series; |
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| • | a paying agent in each place of payment located outside the United States where debt securities of that series and any coupons may be presented and surrendered for payment. If the debt securities of that series are listed on the London Stock Exchange, the Luxembourg Stock Exchange, or any other stock exchange located outside the United States and such stock exchange shall so require, then we will maintain a paying agent in London, Luxembourg City, or any other required city located outside the United States for debt securities of that series; and |
| • | a paying agent in each place of payment located outside the United States where, subject to applicable laws and regulations, registered securities of that series may be surrendered for registration of transfer or exchange and where notices and demands to or upon us may be served. (Section 1002). |
Any money that we pay to a paying agent for the purpose of making payments on the debt securities and that remains unclaimed two years after the payments were due will be returned to us. After that time, any holder of a debt security or any coupon may only look to us for payments on the debt security or coupon. (Section 1003).
Global Securities
Global Securities. The debt securities may be issued initially in book-entry form and represented by one or more global securities in fully registered form without interest coupons, which will be deposited with the trustee as custodian for The Depository Trust Company, which we refer to as “DTC,” and registered in the name of Cede & Co. or another nominee designated by DTC. Except as set forth below, the global securities may be transferred, in whole and not in part, only to DTC or another nominee of DTC or to a successor of DTC or its nominee. Beneficial interests in the global securities may not be exchanged for certificated securities except in the limited circumstances described below.
All interests in the global securities will be subject to the rules and procedures of DTC.
Certain Book-Entry Procedures for the Global Securities. The descriptions of the operations and procedures of DTC set forth below are provided solely as a matter of convenience. These operations and procedures are solely within the control of DTC and are subject to change by DTC from time to time. We do not take any responsibility for these operations or procedures, and investors are urged to contact DTC or its participants directly to discuss these matters.
DTC is:
| • | a limited-purpose trust company organized under the laws of the State of New York; |
| • | a “banking organization” within the meaning of the New York Banking Law; |
| • | a member of the Federal Reserve System; |
| • | a “clearing corporation” within the meaning of the New York Uniform Commercial Code, as amended; and |
| • | a “clearing agency” registered pursuant to Section 17A of the Exchange Act. |
DTC was created to hold securities for its participants and to facilitate the clearance and settlement of securities transactions between participants through electronic book-entry changes to the accounts of its participants, thereby eliminating the need for physical transfer and delivery of certificates. DTC’s participants include securities brokers and dealers, banks and trust companies, clearing corporations, and certain other organizations. Indirect access to DTC’s system is also available to other entities such as banks, brokers, dealers, and trust companies, which we refer to collectively as the “indirect participants,” that clear through or maintain a custodial relationship with a participant either directly or indirectly. Investors who are not participants may beneficially own securities held by or on behalf of DTC only through participants or indirect participants.
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We expect that, pursuant to procedures established by DTC:
| • | upon deposit of each global security, DTC will credit, on its book-entry registration and transfer system, the accounts of participants with an interest in the global security; and |
| • | ownership of beneficial interests in the global securities will be shown on, and the transfer of ownership of beneficial interests in the global securities will be effected only through, records maintained by DTC (with respect to the interests of participants) and the participants and the indirect participants (with respect to the interests of persons other than participants). |
The laws of some jurisdictions may require that some purchasers of securities take physical delivery of those securities in definitive form. Accordingly, the ability to transfer beneficial interests in the securities represented by a global security to those persons may be limited. In addition, because DTC can act only on behalf of its participants, who in turn act on behalf of persons who hold interests through participants, the ability of a person holding a beneficial interest in a global security to pledge or transfer that interest to persons or entities that do not participate in DTC’s system, or to otherwise take actions in respect of that interest, may be affected by the lack of a physical security in respect of that interest.
So long as DTC or its nominee is the registered owner of a global security, DTC or that nominee, as the case may be, will be considered the sole legal owner or holder of the securities represented by that global security for all purposes of the securities and the indenture. Except as provided below, owners of beneficial interests in a global security will not be entitled to have the debt securities represented by that global security registered in their names, will not receive or be entitled to receive physical delivery of certificated securities and will not be considered the owners or holders of the securities represented by that beneficial interest under the indenture for any purpose, including with respect to the giving of any direction, instruction or approval to the trustee. Accordingly, each holder owning a beneficial interest in a global security must rely on the procedures of DTC and, if that holder is not a participant or an indirect participant, on the procedures of the participant through which that holder owns its interest, to exercise any rights of a holder of securities under the indenture or that global security. We understand that under existing industry practice, in the event that we request any action of holders of securities, or a holder that is an owner of a beneficial interest in a global security desires to take any action that DTC, as the holder of that global security, is entitled to take, DTC would authorize the participants to take that action and the participants would authorize holders owning through those participants to take that action or would otherwise act upon the instruction of those holders. Neither we nor the trustee will have any responsibility or liability for any aspect of the records relating to or payments made on account of securities by DTC or for maintaining, supervising or reviewing any records of DTC relating to the securities.
Payments with respect to the principal of and interest on a global security will be payable by the trustee to or at the direction of DTC or its nominee in its capacity as the registered holder of the global security under the indenture. Under the terms of the indenture, we and the trustee may treat the persons in whose names the debt securities, including the global securities, are registered as the owners thereof for the purpose of receiving payment thereon and for any and all other purposes whatsoever. Accordingly, neither we nor the trustee has or will have any responsibility or liability for the payment of those amounts to owners of beneficial interests in a global security. Payments by the participants and the indirect participants to the owners of beneficial interests in a global security will be governed by standing instructions and customary industry practice and will be the responsibility of the participants and indirect participants and not of DTC.
Transfers between participants in DTC will be effected in accordance with DTC’s procedures and will be settled in same-day funds.
Although DTC has agreed to the foregoing procedures to facilitate transfers of interests in the global securities among participants in DTC, it is under no obligation to perform or to continue to perform those procedures, and those procedures may be discontinued at any time. Neither we nor the trustee will have any responsibility for the performance by DTC or its participants or indirect participants of their respective obligations under the rules and procedures governing their operations.
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We obtained the information in this section and elsewhere in this prospectus concerning DTC and its book-entry system from sources that we believe are reliable, but we take no responsibility for the accuracy of any of this information.
Certificated Securities. We will issue certificated securities to each person that DTC identifies as the beneficial owner of the securities represented by the global securities upon surrender by DTC of the global securities only if:
| • | DTC notifies us that it is no longer willing or able to act as a depository for the global securities, and we have not appointed a successor depository within 90 days of that notice; |
| • | DTC ceases to be a clearing agency registered under the Exchange Act at a time when such registration is required, and we have not appointed a successor depository within 90 days after becoming aware of that cessation; |
| • | circumstances specified with respect to a particular series of debt securities as triggering the ability to exchange global securities occur; or |
| • | we determine (subject to the procedures of DTC) not to have the securities represented by a global security. (Section 305). |
Neither we nor the trustee will be liable for any delay by DTC, its nominee or any direct or indirect participant in identifying the beneficial owners of the related securities. We and the trustee may conclusively rely on, and will be protected in relying on, instructions from DTC or its nominee for all purposes, including with respect to the registration and delivery, and the respective principal amounts, of the securities to be issued in certificated form.
Bearer Debt Securities
If we issue bearer securities, the applicable prospectus supplement will describe all of the special terms and provisions of debt securities in bearer form, and the extent to which those special terms and provisions are different from the terms and provisions described in this prospectus, which generally apply to debt securities in registered form, and will summarize provisions of the applicable indenture that relate specifically to bearer debt securities.
Covenants Contained in the Indenture
The following definitions are used in this prospectus to describe certain covenants contained in the indenture.
“Attributable Debt” means:
| • | the balance sheet liability amount in respect of finance leases, plus |
| • | the amount of future minimum operating lease payments, less any amounts required to be paid on account of maintenance and repairs, insurance, taxes, assessments, water rates, and similar charges, discounted using the methodology used to calculate the present value of operating lease payments in our most recent Annual Report to Stockholders, reflecting that calculation. |
The amount of Attributable Debt relating to an operating lease that can be terminated by the lessee with the payment of a penalty will be calculated based on the lesser of:
| • | the aggregate amount of lease payments required to be made until the first date the lease can be terminated by the lessee, plus the amount of the penalty, or |
| • | the aggregate amount of lease payments required to be made during the remaining term of the lease. (Section 101). |
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“Consolidated Net Tangible Assets” means the total amount of our assets, minus applicable reserves and other properly deductible items, minus
| • | all current liabilities, excluding Funded Debt classified as such by reason of being renewable or extendible, and |
| • | all goodwill, trade names, trademarks, patents, unamortized debt discount and expense, and other similar intangibles to the extent not deducted as reserves and deductible items set forth above, all as set forth on our most recent consolidated balance sheet. (Section 101). |
“Funded Debt” means:
| • | Indebtedness that matures more than 12 months after the time of the computation of the amount thereof or that is extendible or renewable to a time more than 12 months after the time of the computation of the amount thereof; |
| • | all guarantees of any such Indebtedness or of dividends, other than any guarantee in connection with the sale or discount by us or any Restricted Subsidiary of accounts receivable, trade acceptances, and other paper arising in the ordinary course of business; and |
| • | all preferred stock of any Subsidiary, taken at the greater of its voluntary or involuntary liquidation price at the time of any calculation hereunder, but exclusive of accrued dividends, if any. |
Funded Debt does not, however, include any amount in respect of obligations under leases, or guarantees of obligations, whether or not such obligations or guarantees would be included as liabilities on a balance sheet. (Section 101).
“Indebtedness” means:
| • | all items of indebtedness or liability, except capital and surplus, that would be included in total liabilities on the liability side of a balance sheet as of the date that indebtedness is being determined; and |
| • | guarantees, endorsements (other than for purposes of collection) and other contingent obligations relating to, or to purchase or otherwise acquire, indebtedness of others, unless the amount is included in the preceding bullet point. |
Indebtedness does not, however, include any obligations or guarantees of obligations relating to lease rentals, even if the obligations or guarantees of obligations relating to lease rentals would be included as liabilities on the consolidated balance sheet of us and our Restricted Subsidiaries. (Section 101).
“Principal Domestic Manufacturing Property” means any building, structure or other facility, together with the land on which it is erected and fixtures that are part of such building, located in the United States that is used by us or our Subsidiaries primarily for manufacturing, processing or warehousing, the gross book value of which exceeds 1% of our Consolidated Net Tangible Assets, other than any such building,
| • | that is financed by obligations issued by a state, territory, or possession of the United States, or any of their political subdivisions, the interest on which is excludable from gross income of the holders pursuant to Section 103(a)(1) of the Internal Revenue Code of 1986, as amended (the “Code”), or |
| • | that is not of material importance to the total business conducted by us and our Subsidiaries, taken as a whole. (Section 101). |
A “Restricted Subsidiary” means any of our Subsidiaries, but does not include a Subsidiary (i) that does not transact any substantial portion of its business in the United States and does not regularly maintain any substantial portion of its fixed assets in the United States, or (ii) that is engaged primarily in financing our operations or the operations of our Subsidiaries, or both. (Section 101).
“Secured Funded Debt” means Funded Debt which is secured by a mortgage, lien, or other similar encumbrance upon any of our assets or those of our Restricted Subsidiaries. (Section 101).
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A “Subsidiary” means a corporation or other entity in which we, or one or more of our other Subsidiaries, directly or indirectly, own more than 50% of the outstanding voting equity interests. (Section 101).
“Wholly-owned Restricted Subsidiary” means any Restricted Subsidiary in which we and our other Wholly-owned Restricted Subsidiaries own all of the outstanding Funded Debt and capital stock (other than directors’ qualifying shares). (Section 101).
Restrictions on Secured Funded Debt
The indenture limits the amount of Secured Funded Debt that we and our Restricted Subsidiaries may incur or otherwise create, including by guarantee. Neither we nor our Restricted Subsidiaries may incur or otherwise create any new Secured Funded Debt unless immediately after the incurrence or creation:
| • | the sum of: |
| ○ | the aggregate principal amount of all of our outstanding Secured Funded Debt and that of our Restricted Subsidiaries (other than certain categories of Secured Funded Debt discussed below), plus |
| ○ | the aggregate amount of our Attributable Debt and that of our Restricted Subsidiaries relating to sale and leaseback transactions, |
| • | does not exceed 15% of our Consolidated Net Tangible Assets. |
This limitation does not apply if the outstanding debt securities are secured equally and ratably with or prior to the new Secured Funded Debt.
The following categories of Secured Funded Debt will not be considered in determining whether we are in compliance with the covenant described in the first paragraph under the heading “Restrictions on Secured Funded Debt”:
| • | Secured Funded Debt of a Restricted Subsidiary owing to us or to one of our Wholly-owned Restricted Subsidiaries; |
| • | Secured Funded Debt resulting from a mortgage, lien, or other similar encumbrance in favor of the U.S. government or any state or any instrumentality thereof to secure certain payments; |
| • | Secured Funded Debt resulting from a mortgage, lien, or other similar encumbrance on property, shares of stock, or Indebtedness of any company existing at the time that the company becomes one of our Subsidiaries; |
| • | Secured Funded Debt resulting from a mortgage, lien or other similar encumbrance on property, shares of stock or Indebtedness which (1) exists at the time that the property, shares of stock or Indebtedness is acquired by us or one of our Restricted Subsidiaries, including acquisitions by merger or consolidation, (2) secures the payment of any part of the purchase price of or construction cost for the property, shares of stock or Indebtedness or (3) secures any Indebtedness incurred prior to, at the time of, or within 120 days after, the acquisition of the property, shares of stock or Indebtedness or the completion of any construction of the property for the purpose of financing all or a part of the purchase price or construction cost of the property, shares of stock or Indebtedness, provided that, in all cases, we continue to comply with the covenant relating to mergers and consolidations discussed under the heading “Restrictions on Mergers and Sales of Assets” below; |
| • | Secured Funded Debt resulting from a mortgage, lien, or other similar encumbrance in connection with the issuance of revenue bonds on which the interest is exempt from federal income tax under the Code; and |
| • | any extension, renewal, or refunding of (1) any Secured Funded Debt permitted under the first paragraph under the heading “Restrictions on Secured Funded Debt” or (2) any Secured Funded Debt outstanding as of the date of the indenture. (Section 1007). |
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Restrictions on Sale and Leaseback Transactions
Under the indenture, neither we nor any Restricted Subsidiary may enter into any sale and leaseback transaction involving a Principal Domestic Manufacturing Property, except a sale by a Restricted Subsidiary to us or another Restricted Subsidiary or a lease not exceeding three years, by the end of which we intend to discontinue use of the property, and except for any transaction with a local or state authority that provides financial or tax benefits, unless:
| • | the net proceeds of the sale are at least equal to the fair market value of the property; and |
| • | within 120 days of the transfer, or two years if we hold the net proceeds of the sale in cash or cash equivalents, we purchase and retire debt securities and/or repay Funded Debt and/or make expenditures for the expansion, construction, or acquisition of a Principal Domestic Manufacturing Property at least equal to the net proceeds of the sale. |
In addition, the restriction does not apply if the sum of the aggregate fair market value of the property transferred in a sale and leaseback transaction and all Secured Funded Debt (other than the categories of Secured Funded Debt discussed above as not being included in the consideration of the covenant restricting Secured Funded Debt) does not exceed 15% of our Consolidated Net Tangible Assets. (Section 1008).
Restrictions on Mergers and Sales of Assets
The indenture generally permits a consolidation or merger between us and another entity. It also permits the sale or transfer by us of all or substantially all of our property and assets. These transactions are permitted so long as:
| • | the resulting or acquiring entity, if other than us, is organized and existing under the laws of a United States jurisdiction and assumes responsibility for the payment of all amounts due on the debt securities and performance of the covenants in the indenture; |
| • | immediately after giving effect to the transaction, no Event of Default under the indenture exists; |
| • | steps have been taken to secure the debt securities equally and ratably with all indebtedness secured by a mortgage, lien or other similar encumbrance if as a result of such transaction, our properties or assets or any Restricted Subsidiaries’ properties or assets would become subject to such mortgage, lien or other similar encumbrance not permitted pursuant to the provisions discussed above under the heading “Restrictions on Secured Funded Debt” without equally and ratably securing the debt securities; and |
| • | we have delivered to the trustee an officers’ certificate and an opinion of counsel, each stating that the transaction and, if a supplemental indenture is required in connection with the transaction, the supplemental indenture comply with the indenture and that all conditions precedent to the transaction contained in the indenture have been satisfied. (Section 801). |
If we consolidate or merge with or into any other entity or sell or lease all or substantially all of our assets according to the terms and conditions of the indenture, the resulting or acquiring entity will be substituted for us in the indenture with the same effect as if it had been an original party to the indenture. As a result, such successor entity may exercise our rights and powers under the indenture, in our name and, except in the case of a lease, we will be released from all obligations and covenants under the indenture and under the debt securities and coupons. (Section 802).
Notwithstanding the foregoing provisions, we may transfer all of our property and assets to another corporation if, immediately after giving effect to the transfer, such corporation is our Wholly-owned Restricted Subsidiary, and we would be permitted to become liable for an additional amount of Secured Funded Debt. (Section 803).
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Modification and Waiver
Under the indenture, certain of our rights and obligations and certain of the rights of the holders of the debt securities may be modified or amended with the consent of the holders of a majority of the aggregate principal amount of the outstanding debt securities of all series of debt securities affected by the modification or amendment, acting together as a class. However, the following modifications and amendments will not be effective against any holder without its consent:
| • | a change in the stated maturity date of any payment of principal or interest; |
| • | a reduction in the principal amount of, or rate of interest on, any debt security or any change in the interest rate or formula for or method of calculating the interest rate applicable to any debt security; |
| • | a reduction in the premium payable upon redemption of any debt security; |
| • | a reduction in the amount of principal of an original issue discount debt security due and payable upon acceleration of the maturity of such debt security; |
| • | a change in place of payment where, or the currency in which, any payment on the debt securities is payable; |
| • | an impairment of a holder’s right to sue us for the enforcement of payments due on the debt securities; or |
| • | a reduction in the percentage of outstanding debt securities of any series required to consent to a modification or amendment of the indenture or required to consent to a waiver of compliance with certain provisions of the indenture or certain defaults under the indenture. (Section 902). |
Under the indenture, the holders of at least a majority of the aggregate principal amount of the outstanding debt securities of any series of debt securities may waive compliance by us with certain restrictive provisions of the indenture, on behalf of all holders of all series of debt securities to which such restrictive provision applies. (Section 1010).
Under the indenture, the holders of at least a majority of the aggregate principal amount of the outstanding debt securities may, on behalf of all holders of such series of debt securities, waive any past default under the indenture, except:
| • | a default in the payment of the principal of, or any premium or interest on, any debt securities of that series; or |
| • | a default under any provision of the indenture which itself cannot be modified or amended without the consent of the holders of each outstanding debt security of that series. (Section 513). |
Events of Default
“Event of Default,” when used in the indenture with respect to any series of debt securities, means any of the following:
| • | failure to pay interest on any debt security of that series for 30 days after the payment is due; |
| • | failure to pay the principal of, or any premium on, any debt security of that series when due; |
| • | failure to deposit any sinking fund payment on debt securities of that series when due; |
| • | failure to perform any other covenant in the indenture that applies to debt securities of that series for 90 days after we have received written notice of the failure to perform in the manner specified in the indenture; |
| • | default in respect of any Indebtedness for money borrowed by us or any consolidated Subsidiary, or under any mortgage, indenture or instrument under which such Indebtedness is issued or secured, including a default with respect to debt securities of any other series, which default results in the acceleration of Indebtedness with an aggregate outstanding principal amount in excess of $50,000,000, unless the acceleration is rescinded, or such debt is paid or waived within 10 days after we have received written notice of the default in the manner specified in the indenture; |
| • | certain events in bankruptcy, insolvency, or reorganization; or |
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| • | any other Event of Default that may be specified for the debt securities of that series when that series is created. (Section 501). |
If an Event of Default for any series of debt securities occurs and continues, the trustee or the holders of at least 25% in aggregate principal amount of the outstanding debt securities of the series may declare the entire principal of all the debt securities of that series to be due and payable immediately, except that, if the Event of Default is caused by certain events in bankruptcy, insolvency or reorganization, the entire principal of all of the debt securities of the series will become due and payable immediately without any act on the part of the trustee or holders of the debt securities. If such a declaration occurs, the holders of a majority of the aggregate principal amount of the outstanding debt securities of that series can, subject to conditions, rescind the declaration. (Section 502).
The prospectus supplement relating to a series of debt securities, which are original issue discount securities, will describe the particular provisions that relate to the acceleration of maturity of a portion of the principal amount of the series when an Event of Default occurs and continues.
The indenture requires us to file an officers’ certificate with the trustee each year that states, to the knowledge of the certifying officers, no defaults exist under the terms of the indenture. (Section 1009). The trustee may withhold notice to the holders of debt securities of any default, except defaults in the payment of principal, premium, interest, or any sinking fund installment, if it considers the withholding of notice to be in the best interests of the holders. For purposes of this paragraph, “default” means any event which is, or after notice or lapse of time or both would become, an Event of Default under the indenture with respect to the debt securities of the applicable series. (Section 602).
Other than its duties in the case of an Event of Default, a trustee is not obligated to exercise any of its rights or powers under the indenture at the request, order, or direction of any holders of debt securities, unless the holders offer the trustee reasonable indemnification. (Sections 601, 603). If reasonable indemnification is provided, then, subject to other rights of the trustee, the holders of a majority in aggregate principal amount of the outstanding debt securities of any series may, with respect to the debt securities of that series, direct the time, method, and place of:
| • | conducting any proceeding for any remedy available to the trustee; or |
| • | exercising any trust or power conferred upon the trustee. (Sections 512, 603). |
The holder of a debt security of any series will have the right to begin any proceeding with respect to the indenture or for any remedy only if:
| • | the holder has previously given the trustee written notice of a continuing Event of Default with respect to the debt securities of that series; |
| • | the holders of at least 25% in aggregate principal amount of the outstanding debt securities of that series have made a written request to the trustee to begin such proceeding; |
| • | the holder has offered to the trustee reasonable indemnification; |
| • | the trustee has not started such proceeding within 60 days after receiving the request; and |
| • | the trustee has not received directions inconsistent with such request from the holders of a majority in aggregate principal amount of the outstanding debt securities of that series during those 60 days. (Section 507). |
However, the holder of any debt security will have an absolute right to receive payment of principal of, and any premium and interest on, the debt security when due and to institute suit to enforce this payment. (Section 508).
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Defeasance
The indenture includes provisions allowing defeasance of the debt securities of any series. In order to defease a series of debt securities, we would deposit with the trustee money or U.S. Government Obligations sufficient to make all payments on those debt securities. If we make a defeasance deposit with respect to a series of debt securities, we may elect either:
| • | to be discharged from all of our obligations on that series of debt securities, except for our obligations to register transfers and exchanges; to replace temporary or mutilated, destroyed, lost, or stolen debt securities; to maintain an office or agency in respect of the debt securities and to hold moneys for payment in trust; or |
| • | to be released from our restrictions described above relating to mergers and sales of assets, Secured Funded Debt and sale and leaseback transactions. |
To establish the trust, we must deliver to the trustee an opinion of our counsel that the holders of that series of debt securities will not recognize income, gain or loss for federal income tax purposes as a result of the defeasance and will be subject to federal income tax on the same amount, in the same manner and at the same times as would have been the case if the defeasance had not occurred. (Sections 403 and 1011).
The term “U.S. Government Obligations” means direct obligations of the United States of America backed by the full faith and credit of the United States. (Section 101).
Notices
Unless we state otherwise in the applicable prospectus supplement, we will give notices to holders of bearer securities by publication in a daily newspaper in the English language of general circulation in New York City. We will give notices by mail to holders of registered securities at the addresses listed in the security register. Unless otherwise specified in the applicable prospectus supplement, any notices required to be given to the holders of any global securities will be given to the depositary. (Section 106).
Persons Deemed Owners
Title to any bearer securities and any coupons issued with any bearer securities will pass by delivery. We and the trustee, and any of our or the trustee’s agents, may treat the bearer of any bearer security, the bearer of any coupon and the registered owner of any registered security as the owner of the security or coupon, whether or not the debt security or coupon shall be overdue and notwithstanding any notice to the contrary, for the purpose of making payment and for all other purposes. (Section 308).
Replacement of Securities and Coupons
We will replace any mutilated security or a mutilated coupon issued with a security, at the holder’s expense, upon surrender of the security to the trustee. We will replace destroyed, lost or stolen securities or coupons at the holder’s expense upon delivery to the trustee of evidence of the destruction, loss or theft satisfactory to us and the trustee. If any coupon becomes destroyed, stolen, or lost, we will replace it by issuing a new security in exchange for the security with which the coupon was issued. In the case of a destroyed, lost, or stolen security or coupon, an indemnity satisfactory to the trustee and us may be required at the holder’s expense before we will issue a replacement security. (Section 306).
Conversion and Exchange
If any offered debt securities are convertible into preferred stock or common stock at the option of the holders or exchangeable for preferred stock or common stock at our option, the prospectus supplement relating to those debt securities will include the terms and conditions governing any conversions and exchanges.
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Governing Law
The indenture is, and the debt securities will be, governed by, and construed in accordance with, the laws of the State of New York. (Section 114).
Information Concerning the Trustee
Deutsche Bank Trust Company Americas is the trustee under the indenture. From time to time, we maintain deposit accounts and conduct other banking transactions with the trustee in the ordinary course of business.
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General
The following description of our capital stock is subject to and qualified in its entirety by our certificate of incorporation and bylaws, which are incorporated by reference in the registration statement of which this prospectus forms a part, and by the provisions of applicable Delaware law. Under our certificate of incorporation, we are authorized to issue up to 1,000,000,000 shares of common stock without par value and 500,000 shares of preferred stock without par value.
Common Stock
Shares Outstanding
As of July 30, 2026, 481,959,583 shares of common stock were outstanding.
Voting Rights
Each holder of our common stock is entitled to one vote per share on all matters to be voted upon by the stockholders.
Dividends
Subject to preferences that may be applicable to any outstanding preferred stock, the holders of our common stock are entitled to receive ratably such dividends, if any, as may be declared from time to time by the board of directors out of funds legally available for that purpose.
Rights Upon Liquidation
In the event of our liquidation, dissolution or winding up, the holders of our common stock are entitled to share ratably in all assets remaining after payment of liabilities, subject to prior distribution rights of preferred stock, if any, then outstanding.
Preemptive or Conversion Rights
The holders of our common stock have no preemptive or conversion rights or other subscription rights. There are no redemption or sinking fund provisions applicable to the common stock.
Preferred Stock
The board of directors has the authority, without action by the stockholders, to designate and issue preferred stock in one or more series and to designate certain rights, preferences and privileges of each series, including whether and on what terms the preferred stock may be convertible, which may be greater than the rights of the common stock. It is not possible to state the actual effect of the issuance of any shares of preferred stock upon the rights of holders of the common stock until the board of directors determines the specific rights of the holders of such preferred stock. However, the effects might include, among other things:
| • | restricting dividends on the common stock; |
| • | diluting the voting power of the common stock; |
| • | impairing the liquidation rights of the common stock; or |
| • | delaying or preventing a change in control of us without further action by the stockholders. |
No shares of preferred stock are outstanding, and we have no present plans to issue any shares of preferred stock.
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Anti-Takeover Effects of Our Certificate and Bylaws and Delaware Law
Some provisions of Delaware law and our certificate of incorporation and bylaws could make the following more difficult:
| • | acquisition of us by means of a tender offer; |
| • | acquisition of us by means of a proxy contest or otherwise; or |
| • | removal of our incumbent officers and directors. |
These provisions, summarized below, are expected to discourage coercive takeover practices and inadequate takeover bids. These provisions are also designed to encourage persons seeking to acquire control of us to first negotiate with our board. We believe that these provisions give our board the flexibility to exercise its fiduciary duties in a manner consistent with the interests of our stockholders.
| • | REQUIREMENTS FOR ADVANCE NOTIFICATION OF STOCKHOLDER NOMINATIONS AND PROPOSALS. Our bylaws establish advance notice procedures with respect to stockholder proposals and the nomination of candidates for election as directors, other than nominations made by or at the direction of the board of directors or a committee of the board of directors. |
| • | DELAWARE LAW. We are subject to Section 203 of the Delaware General Corporation Law. In general, Section 203 prohibits a publicly held Delaware corporation from engaging in a “business combination” with an “interested stockholder” for a period of three years following the date the person became an interested stockholder, unless the “business combination” or the transaction in which the person became an interested stockholder is approved in a prescribed manner. Generally, a “business combination” includes a merger, asset or stock sale, or other transaction resulting in a financial benefit to the interested stockholder. Generally, an “interested stockholder” is a person (i) who, together with affiliates and associates, owns 15% or more of a corporation’s voting stock or (ii) who is an affiliate of the corporation and did, together with affiliates and associates, own 15% or more of the corporation’s voting stock within three years prior to the determination of interested stockholder status. The existence of this provision may have an anti-takeover effect with respect to transactions not approved in advance by the board of directors, including discouraging attempts that might result in a premium over the market price for the shares of common stock held by stockholders. |
| • | CERTAIN REQUIREMENTS FOR STOCKHOLDER ACTION BY WRITTEN CONSENT OR MEETINGS. Our certificate of incorporation provides that certain procedures, including notifying the board of directors and awaiting a record date, must be followed for stockholders to act by written consent without a meeting. Our bylaws provide that stockholders owning not less than 10% of our outstanding shares may call special meetings of stockholders, but certain requirements apply both to how the 10% share ownership is measured and to the mechanics of calling a meeting. |
| • | NO CUMULATIVE VOTING. Our certificate of incorporation and bylaws do not provide for cumulative voting in the election of directors. |
| • | UNDESIGNATED PREFERRED STOCK. The authorization of undesignated preferred stock makes it possible for the board of directors to issue preferred stock with voting or other rights or preferences that could impede the success of any attempt to change control of us. These and other provisions may have the effect of deferring hostile takeovers or delaying changes in control or management of us. |
Transfer Agent and Registrar
The transfer agent and registrar for our common stock is Hickory Point Bank & Trust, fsb.
Listing
Our common stock is listed on The New York Stock Exchange under the symbol “ADM.”
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We may issue warrants for the purchase of our debt securities issued under the indenture or for the purchase of our common stock. We may issue warrants alone or together with any debt securities or common stock offered by any prospectus supplement, and warrants may be attached to or separate from the debt securities or common stock. As stated in the prospectus supplement relating to the particular issue of warrants, we will issue the warrants under one or more warrant agreements that we will enter into with a bank or trust company, as warrant agent. The warrant agent will act solely as our agent in connection with the warrant certificates. The warrant agent will not assume any obligation or relationship of agency or trust for or with any holder of warrant certificates or beneficial owners of warrants.
General
If we offer warrants, the applicable prospectus supplement will identify the warrant agent and describe the terms of the warrants, including the following:
| • | the offering price; |
| • | the currency for which warrants may be purchased; |
| • | the designation, aggregate principal amount, currency of denomination and payment, and terms of the debt securities or common stock purchasable upon exercise of the warrants; |
| • | if applicable, the designation and terms of the debt securities or common stock issued with the warrants and the number of warrants issued with the debt securities or common stock; |
| • | if applicable, the date on and after which the warrants and the related debt securities or common stock will be separately transferable; |
| • | the principal amount of debt securities or common stock purchasable upon exercise of one warrant, and the price at and the currency in which the principal amount of debt securities or common stock may be purchased upon such exercise; |
| • | the date on which the right to exercise the warrants shall commence and the date on which the right to exercise shall expire; |
| • | United States federal income tax considerations; |
| • | whether the warrants will be issued in registered or bearer form; and |
| • | any other terms of the warrants. |
You may, at the corporate trust offices of the warrant agent or any other office indicated in the applicable prospectus supplement:
| • | exchange warrant certificates for new warrant certificates of different denominations; |
| • | if the warrant certificates are in registered form, present them for registration of transfer; and |
| • | exercise warrant certificates. |
Before exercising warrants, holders of warrants will not have any of the rights of holders of the debt securities or common stock purchasable upon exercise, including the right to receive payments on the debt securities or common stock purchasable upon exercise or to enforce covenants in the indenture.
Exercise of Warrants
Each warrant will entitle the holder to purchase the principal amount of debt securities or common stock at the exercise price set forth in the applicable prospectus supplement. You may exercise warrants at any time up to 5:00 p.m., New York City time, on the expiration date set forth in the applicable prospectus supplement. After the close of business on the expiration date (or such later date to which we may extend the expiration date), unexercised warrants will become void.
You may exercise warrants by delivering payment to the warrant agent as provided in the applicable prospectus supplement of the amount required to purchase the debt securities or common stock, together with
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certain information set forth on the reverse side of the warrant certificate. Warrants will be deemed to have been exercised upon receipt of the exercise price, subject to the receipt within five business days of the warrant certificate evidencing such warrants. Upon receipt of payment and the warrant certificate properly completed and duly executed at the corporate trust office of the warrant agent, or any other office indicated in the applicable prospectus supplement, we will, as soon as practicable, issue and deliver the debt securities or common stock purchased. If fewer than all of the warrants represented by the warrant certificate are exercised, we will issue a new warrant certificate for the remaining amount of warrants.
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DESCRIPTION OF STOCK PURCHASE CONTRACTS AND STOCK PURCHASE UNITS
The following is a general description of the terms of the stock purchase contracts and stock purchase units we may issue from time to time.
The applicable prospectus supplement will describe the terms of any stock purchase contracts or stock purchase units and, if applicable, prepaid stock purchase contracts. The description in the prospectus supplement will be qualified in its entirety by reference to (1) the stock purchase contracts, (2) the collateral arrangements and depositary arrangements, if applicable, relating to such stock purchase contracts or stock purchase units, and (3) if applicable, the prepaid stock purchase contracts and the document pursuant to which such prepaid stock purchase contracts will be issued.
Stock Purchase Contracts
We may issue stock purchase contracts, including contracts obligating holders to purchase from us, and obligating us to sell to holders, a fixed or varying number of shares of common stock at a future date or dates. The consideration per share of common stock may be fixed at the time that the stock purchase contracts are issued or may be determined by reference to a specific formula set forth in the stock purchase contracts. Any stock purchase contract may include anti-dilution provisions to adjust the number of shares issuable pursuant to such stock purchase contract upon the occurrence of certain events.
Stock Purchase Units
The stock purchase contracts may be issued separately or as a part of units (“stock purchase units”), consisting of a stock purchase contract and debt securities, or debt or equity obligations of third parties, including U.S. Treasury securities, in each case securing holders’ obligations to purchase shares of common stock under the stock purchase contracts. The stock purchase contracts may require us to make periodic payments to holders of the stock purchase units, or vice versa, and such payments may be unsecured or prefunded and may be paid on a current or on a deferred basis. The stock purchase contracts may require holders to secure their obligations thereunder in a specified manner, and in certain circumstances, we may deliver newly issued prepaid stock purchase contracts upon release to a holder of any collateral securing such holder’s obligations under the original stock purchase contract. Any one or more of the above securities, common stock, or the stock purchase contracts or other collateral may be pledged as security for the holders’ obligations to purchase or sell the shares of common stock under the stock purchase contracts. The stock purchase contracts may also allow the holders, under certain circumstances, to obtain the release of the security for their obligations under such contracts by depositing with the collateral agent as substitute collateral U.S. Treasury securities with a principal amount at maturity equal to the collateral so released or the maximum number of shares deliverable by such holders under stock purchase contracts requiring the holders to sell shares of common stock to us.
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We may sell securities to or through underwriters, dealers or agents or directly to purchasers. As set forth in the applicable prospectus supplement, we may offer debt securities or common stock alone or with warrants (which may or may not be detachable from the debt securities or common stock), and we may offer the warrants alone. If we issue any warrants, debt securities or common stock will be issuable upon exercise of the warrants. We may also offer preferred stock, and we may offer stock purchase contracts alone or as part of stock purchase units.
Underwriters, dealers and agents that participate in the distribution of the securities offered under this prospectus and any prospectus supplement may be underwriters as defined in the Securities Act, and any discounts or commissions received by them from us and any profit on the resale of the offered securities by them may be treated as underwriting discounts and commissions under the Securities Act. Any underwriters, dealers or agents will be identified and their compensation, including any underwriting discounts and commissions, will be described in the applicable prospectus supplement. The applicable prospectus supplement will also describe other terms of the offering, including the initial public offering price, any discounts or concessions allowed or reallowed or paid to dealers, and any securities exchanges on which the offered securities may be listed.
The distribution of the securities offered under this prospectus and any prospectus supplement may occur from time to time in one or more transactions at a fixed price or prices, which may be changed, at market prices prevailing at the time of sale, at prices related to the prevailing market prices or at negotiated prices.
We may determine the price or other terms of the securities offered under this prospectus and any prospectus supplement by use of an electronic auction. We will describe in the applicable prospectus supplement how any auction will be conducted to determine the price or any other terms of the securities, how potential investors may participate in the auction, and, where applicable, the nature of the underwriters’ obligations with respect to the auction.
We may have agreements with the underwriters, dealers, and agents to indemnify them against certain civil liabilities, including liabilities under the Securities Act, or to contribute with respect to payments that the underwriters, dealers, or agents may be required to make as a result of those certain civil liabilities.
When we issue the securities offered by this prospectus and any prospectus supplement, they may be new securities without an established trading market. If we sell a security offered by this prospectus and any prospectus supplement to an underwriter for public offering and sale, the underwriter may make a market for that security, but the underwriter will not be obligated to do so and could discontinue any market making without notice at any time. Therefore, we cannot give any assurances to you concerning the liquidity of any security offered by this prospectus and any prospectus supplement.
Underwriters, dealers and agents and their affiliates may be customers of, engage in transactions with, or perform services for us or our subsidiaries in the ordinary course of their businesses.
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Unless otherwise indicated in the applicable prospectus supplement, the validity of the securities we are offering will be passed upon for us by Faegre Drinker Biddle & Reath LLP. Certain legal matters will be passed upon for any underwriters, dealers, or agents by the law firm identified as counsel to the underwriters in the applicable prospectus supplement.
The consolidated financial statements of Archer-Daniels-Midland Company appearing in Archer-Daniels-Midland Company’s Annual Report (Form 10-K) for the year ended December 31, 2025, and the effectiveness of Archer-Daniels-Midland Company’s internal control over financial reporting as of December 31, 2025, have been audited by Ernst & Young LLP, independent registered public accounting firm, as set forth in their reports thereon included therein, and incorporated herein by reference. Such financial statements are, and audited financial statements to be included in subsequently filed documents will be, incorporated herein in reliance upon the reports of Ernst & Young LLP pertaining to such financial statements and the effectiveness of our internal control over financial reporting as of the respective dates (to the extent covered by consents filed with the Securities and Exchange Commission) given on the authority of such firm as experts in accounting and auditing.
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PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution
The expenses of this offering (all of which are to be paid by the registrant) are estimated to be as follows:
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| Securities and Exchange Commission registration fee |
$ | * | ||||
| Legal services |
* | * | ||||
| Accounting services |
* | * | ||||
| Charges of Trustee |
* | * | ||||
| Charges of Warrant Agent |
* | * | ||||
| Rating agency fees |
* | * | ||||
| Printing |
* | * | ||||
| Miscellaneous |
* | * | ||||
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| Total |
$ | * | * | |||
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|
|
|
| * | In accordance with Rules 456(b) and 457(r) of the Securities Act, the registrant is deferring payment of all of the registration fee. |
| ** | These fees are based on the number and nature of issuances and accordingly cannot be estimated at this time. An estimate of the aggregate amount of these expenses for any offering will be reflected in the applicable prospectus supplement for such offering. |
Item 15. Indemnification of Directors and Officers
Under Delaware law, a corporation may indemnify any person who was or is a party or is threatened to be made a party to an action (other than an action by or in the right of the corporation) by reason of his or her service as a director, officer, employee or agent of the corporation, or his or her service, at the corporation’s request, as a director, officer, employee or agent of another corporation or other enterprise, against expenses (including attorneys’ fees) that are actually and reasonably incurred by him or her (“Expenses”), and judgments, fines and amounts paid in settlement that are actually and reasonably incurred by him or her, in connection with the defense or settlement of such action, provided that he or she acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the corporation’s best interests, and, with respect to any criminal action or proceeding, had no reasonable cause to believe that his or her conduct was unlawful. Although Delaware law permits a corporation to indemnify any person referred to above against Expenses in connection with the defense or settlement of an action by or in the right of the corporation, provided that he or she acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the corporation’s best interests, if such person has been judged liable to the corporation, indemnification is only permitted to the extent that the Court of Chancery (or the court in which the action was brought) determines that, despite the adjudication of liability, such person is entitled to indemnity for such Expenses as the court deems proper. The General Corporation Law of the State of Delaware also provides for mandatory indemnification of any director, officer, employee, or agent against Expenses to the extent such person has been successful in any proceeding covered by the statute. In addition, the General Corporation Law of the State of Delaware permits (i) Delaware corporations to include a provision in their certificates of incorporation limiting or eliminating the personal liability of a director to a corporation or its stockholders, under certain circumstances, for monetary damages or breach of fiduciary duty as a director and (ii) the advancement of a director’s or officer’s litigation expenses, upon receipt of an undertaking to repay such amount if it is ultimately determined that the person is not entitled to indemnification. In addition, the General Corporation Law of the State of Delaware provides that indemnification and advancement of expenses provided by the statute shall not be deemed exclusive of any other
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rights to which those seeking indemnification or advancement of expenses may be entitled under any bylaw, agreement, or otherwise.
The Fourteenth Article of the Certificate of Incorporation of the registrant and Article VI of the Bylaws of the registrant provide for the indemnification of the directors and officers of the registrant and limit the personal monetary liability of directors of the registrant to the fullest extent permitted by Delaware law. The registrant has also entered into indemnification contracts with certain of its directors and officers. The registrant also maintains insurance coverage relating to certain liabilities of its directors and officers.
Item 16. Exhibits
| Exhibit No. |
Exhibit |
Method of Filing | ||
| 1.1 | Form of Underwriting Agreement for Debt Securities.* | |||
| 1.2 | Form of Underwriting Agreement for Preferred Stock.* | |||
| 1.3 | Form of Underwriting Agreement for Common Stock.* | |||
| 4.1 | Composite Certificate of Incorporation, as amended. | Incorporated by reference to Exhibit 3(i) to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2001, filed on November 13, 2001. | ||
| 4.2 | 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. | ||
| 4.3 | Indenture, dated as of July 26, 2023, 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. | ||
| 4.4 | Form of Debt Securities.* | |||
| 4.5 | Form of Certificate of Designation of Powers, Preferences and Rights of Preferred Stock.* | |||
| 4.6 | Form of Preferred Stock Certificate.* | |||
| 4.7 | Form of Common Stock Certificate.* | |||
| 4.8 | Form of Debt Warrant Agreement, including Form of Debt Warrant Certificate.* | |||
| 4.9 | Form of Common Stock Warrant Agreement, including Form of Common Stock Warrant Certificate.* | |||
| 4.10 | Form of Stock Purchase Contract.* | |||
| 4.11 | Form of Stock Purchase Unit Contract.* | |||
| 4.12 | Form of Unit Certificate.* | |||
| 5 | Opinion of Faegre Drinker Biddle & Reath LLP. | Filed herewith. | ||
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| Exhibit No. |
Exhibit |
Method of Filing | ||
| 23.1 | Consent of Ernst & Young LLP. | Filed herewith. | ||
| 23.2 | Consent of Faegre Drinker Biddle & Reath LLP (included in Exhibit 5). | |||
| 24 | Powers of Attorney. | Filed herewith. | ||
| 25 | Statement of Eligibility of Deutsche Bank Trust Company Americas, as trustee for the Indenture. | Filed herewith. | ||
| 107 | Filing Fee Table. | Filed herewith. | ||
| * | To be filed as an exhibit to a document to be incorporated herein by reference or by a post-effective amendment to this registration statement. |
Item 17. Undertakings
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:
(i) to include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;
(ii) to reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the “Calculation of Filing Fee Tables” or “Calculation of Registration Fee” table, as applicable, in the effective registration statement;
(iii) to include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement;
provided, however, that: paragraphs (a)(1)(i), (a)(1)(ii) and (a)(1)(iii) of this section do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Commission by the registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the registration statement, or is contained in a form of prospectus filed pursuant to Rule 424(b) that is part of the registration statement.
(2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.
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(4) That, for the purpose of determining liability under the Securities Act of 1933 to any purchaser:
(i) Each prospectus filed by the registrant pursuant to Rule 424(b)(3) shall be deemed to be part of the registration statement as of the date the filed prospectus was deemed part of and included in the registration statement; and
(ii) Each prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5), or (b)(7) as part of a registration statement in reliance on Rule 430B relating to an offering made pursuant to Rule 415(a)(1)(i), (vii) or (x) for the purpose of providing the information required by Section 10(a) of the Securities Act of 1933 shall be deemed to be part of and included in the registration statement as of the earlier of the date such form of prospectus is first used after effectiveness or the date of the first contract of sale of securities in the offering described in the prospectus. As provided in Rule 430B, for liability purposes of the issuer and any person that is at that date an underwriter, such date shall be deemed to be a new effective date of the registration statement relating to the securities in the registration statement to which that prospectus relates, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such effective date, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such effective date.
(5) That, for the purpose of determining liability of the registrant under the Securities Act of 1933 to any purchaser in the initial distribution of the securities, the undersigned registrant undertakes that in a primary offering of securities of the undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:
(i) Any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424;
(ii) Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant;
(iii) The portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or its securities provided by or on behalf of the undersigned registrant; and
(iv) Any other communication that is an offer in the offering made by the undersigned registrant to the purchaser.
(b) The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers, and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that, in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for
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indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Chicago, State of Illinois, on August 4, 2026.
| ARCHER-DANIELS-MIDLAND COMPANY | ||
| By: |
/s/ Monish Patolawala | |
| Monish Patolawala | ||
| Executive Vice President and Chief Financial Officer | ||
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed on August 4, 2026, by the following persons in the capacities indicated:
| /s/ Juan R. Luciano Juan R. Luciano |
Chair of the Board, President, Chief Executive Officer and Director (Principal Executive Officer) | |
| /s/ Monish Patolawala Monish Patolawala |
Executive Vice President and Chief Financial Officer (Principal Financial Officer) | |
| /s/ Carrie A. Nichol Carrie A. Nichol |
Vice President and Chief Accounting Officer (Principal Accounting Officer) | |
| * Michael S. Burke |
Director | |
| * Theodore Colbert III |
Director | |
| * James C. Collins, Jr. |
Director | |
| * Terrell K. Crews |
Director | |
| * Ellen de Brabander |
Director | |
| * Suzan F. Harrison |
Director | |
| * David R. McAtee II |
Director | |
| * Michael C. McMurray |
Director | |
| * Patrick J. Moore |
Director | |
| * Debra A. Sandler |
Director | |
| * Lei Schlitz |
Director | |
| * Kelvin R. Westbrook |
Director |
| * | Regina B. Jones, by signing her name hereto, does hereby sign this document on behalf of each of the above named officers and directors of the registrant pursuant to powers of attorney duly executed by such persons. |
| /s/ Regina B. Jones |
| Regina B. Jones |
| Attorney-in-Fact |
Exhibit 5
Faegre Drinker Biddle & Reath LLP
2200 Wells Fargo Center
90 South Seventh Street
Minneapolis, Minnesota 55402-3901
+1 612 766 7000 main
+1 612 766 1600 fax
August 4, 2026
Archer-Daniels-Midland Company
77 West Wacker Drive, Suite 4600
Chicago, IL 60601
Ladies and Gentlemen:
We have acted as counsel for Archer-Daniels-Midland Company, a Delaware corporation (the “Company”), in connection with the preparation of a Registration Statement on Form S-3 (the “Registration Statement”) of the Company filed with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Securities Act”), relating to the proposed offer and sale from time to time of the following securities (the “Securities”):
| (i) | unsecured debt securities of the Company (the “Debt Securities”), issuable directly, including as a component of Stock Purchase Units (as defined below), or upon exercise of Warrants (as defined below); |
| (ii) | shares of preferred stock, without par value, of the Company (the “Preferred Stock”), issuable directly, or in exchange for or upon conversion of Debt Securities; |
| (iii) | shares of common stock, without par value, of the Company (the “Common Stock”), issuable directly, including as a component of Stock Purchase Units, or in exchange for or upon conversion of Debt Securities or Preferred Stock or upon exercise of Warrants or pursuant to Stock Purchase Contracts (as defined below); |
| (iv) | warrants to purchase Debt Securities or Common Stock (the “Warrants”), issuable directly; |
| (v) | purchase contracts for the purchase of Common Stock (the “Stock Purchase Contracts”), issuable directly, including as a components of Stock Purchase Units; and |
| (vi) | Stock Purchase Units consisting of one or more (a) Stock Purchase Contracts and (b) Debt Securities or debt or equity securities of an entity unaffiliated with the Company, including U.S. Treasury securities, in each case securing holders’ obligations to purchase shares of Common Stock under such Stock Purchase Contracts (the “Stock Purchase Units”). |
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The Securities may be offered separately or together with other Securities, in separate classes or series, and in amounts, at prices and on terms to be set forth in the prospectus and one or more supplements to the prospectus (collectively, the “Prospectus”) constituting a part of the Registration Statement, and in the Registration Statement.
Any Debt Securities, in a form to be filed and incorporated into the Registration Statement, will be issued from time to time under an Indenture dated as of July 26, 2023 (the “Indenture”) between the Company and Deutsche Bank Trust Company Americas, as trustee (the “Trustee”), filed as Exhibit 4.3 to the Registration Statement. Any series of Preferred Stock is to be issued from time to time under the Certificate of Incorporation, as amended, of the Company (the “Certificate of Incorporation”) and one or more certificates of designation to be approved by the Board of Directors of the Company (the “Board of Directors”) or a committee thereof (each a “Certificate of Designation”) and filed with the Secretary of State of the State of Delaware in accordance with the General Corporation Law of the State of Delaware. Any Common Stock is to be issued under the Certificate of Incorporation. Any Warrants are to be issued under warrant agreements in a form to be filed and incorporated into the Registration Statement, with appropriate insertions (the “Warrant Agreements”). Any Stock Purchase Contracts are to be issued under one or more stock purchase contract agreements in a form to be filed and incorporated into the Registration Statement, with appropriate insertions (the “Stock Purchase Contract Agreements”). Any Stock Purchase Units are to be issued under one or more unit purchase agreements in a form to be filed and incorporated into the Registration Statement, with appropriate insertion (the “Unit Purchase Agreements”). The Indenture, any supplements thereto, the Certificate of Incorporation, each Certificate of Designation, each Warrant Agreement, each Stock Purchase Contract Agreement and each Unit Purchase Agreement are referred to herein individually as a “Governing Document” and collectively as the “Governing Documents.”
As part of the corporate actions taken and to be taken (the “Corporate Proceedings”) in connection with the issuance of any Securities to be issued and sold from time to time under the Registration Statement, the Board of Directors or a committee thereof, or officers of the Company to whom such authority has been properly delegated by the Board of Directors, will be required to, before such Securities are issued under the Registration Statement, duly authorize the issuance.
For purposes of this opinion, we have reviewed the Certificate of Incorporation, the Bylaws, as amended, of the Company (the “Bylaws”), the Registration Statement, the Indenture, such of the Corporate Proceedings that have occurred as of the date hereof, and such other documents, records, agreements, certificates and instruments, and have reviewed such authorities of law, as we have deemed necessary or appropriate as a basis for our opinions set forth.
Based upon and subject to the foregoing, and to the other qualifications, assumptions, exceptions and limitations stated herein, we are of the opinion that:
| 1. | With respect to any Debt Securities, upon (a) the completion of all required Corporate Proceedings, (b) if applicable, the due execution and delivery by the Company and the Trustee of a supplement to the Indenture with respect to such Debt Securities, (c) the due execution and delivery by the Company of such Debt Securities, (d) the due authentication by the Trustee of such Debt Securities |
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| pursuant to the Indenture, and (e) in the case of Debt Securities issuable upon exercise of Warrants or issued as a component of Stock Purchase Units, the completion of the actions in respect of such Warrants or Stock Purchase Units referred to in paragraph 4 or 6 hereof (as the case may be), such Debt Securities will be valid and binding obligations of the Company. |
| 2. | With respect to any Preferred Stock, upon (a) the completion of all required Corporate Proceedings, (b) the due authorization, execution, acknowledgement, delivery and filing by the Company with, and the recording by, the Office of the Secretary of State of the State of Delaware of a Certificate of Designation in respect of such Preferred Stock, (c) the due execution, registration of issuance and delivery of certificates representing such Preferred Stock (or, in the case of Preferred Stock issued without certificates, the due registration of issuance and constructive delivery through book entry of such Preferred Stock), and (d) in the case of Preferred Stock issuable in exchange for or upon conversion of Debt Securities, the completion of the actions in respect of such Debt Securities referred to in paragraph 1 hereof, such Preferred Stock will be validly issued, fully paid and nonassessable. |
| 3. | With respect to any Common Stock, upon (a) the completion of all required Corporate Proceedings, (b) the due execution, registration of issuance and delivery of certificates representing such Common Stock (or, in the case of Common Stock issued without certificates, the due registration of issuance and constructive delivery through book entry of such Common Stock), and (c) in the case of Common Stock issuable in exchange for or upon conversion of Debt Securities or Preferred Stock or upon exercise of Warrants or pursuant to Stock Purchase Contracts or issued as a component of Stock Purchase Units, the completion of the actions in respect of such Debt Securities, Preferred Stock, Warrants, Stock Purchase Contracts or Stock Purchase Units referred to in paragraph 1, 2, 4, 5 or 6 hereof (as the case may be), such Common Stock will be validly issued, fully paid and nonassessable. |
| 4. | With respect to any Warrants, upon (a) the completion of all required Corporate Proceedings, (b) the due authorization, execution and delivery by the Company and the warrant agent of a Warrant Agreement pursuant to which such Warrants are to be issued, (c) the due execution, registration of issuance and delivery by the Company of warrant certificates evidencing such Warrants pursuant to such Warrant Agreement, countersigned by the warrant agent pursuant to such Warrant Agreement, and (d) in the case of Warrants issued as a component of Stock Purchase Units, the completion of the actions in respect of such Stock Purchase Units referred to in paragraph 6 hereof, such Warrant Agreement will constitute a valid and binding obligation of the Company and the warrant certificates evidencing such Warrants will be valid and binding obligations of the Company and will entitle the holders thereof to the rights specified in such Warrant Agreement. |
| 5. | With respect to Stock Purchase Contracts, upon (a) the completion of all required Corporate Proceedings, (b) the due authorization, execution and delivery by the |
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| Company of a Stock Purchase Contract Agreement in respect of such Stock Purchase Contracts, (c) the due execution, registration of issuance and delivery of certificates evidencing such Stock Purchase Contracts by the Company pursuant to the Stock Purchase Contract Agreement, (d) the due authentication by the purchase contract agent of such Stock Purchase Contract Agreement, and the due execution of each such certificate evidencing such Stock Purchase Contracts by the holder thereof or by the purchase contract agent as attorney-in-fact for such holder, and (e) in the case of Stock Purchase Contracts issued as a component of Stock Purchase Units, the completion of the actions in respect of such Stock Purchase Units referred to in paragraph 6 hereof, such Stock Purchase Contract Agreement will constitute a valid and binding obligation of the Company and the certificates evidencing such Stock Purchase Contracts will be the valid and binding obligations of the Company and will entitle the holders thereof to the rights specified in such Stock Purchase Contract Agreement. |
| 6. | With respect to Stock Purchase Units, upon (a) the completion of all required Corporate Proceedings, (b) the due authorization, execution and delivery of a Unit Purchase Agreement by the Company and the unit purchase agent in respect of such Stock Purchase Units, (c) if such Stock Purchase Units will be evidenced by certificates, the due execution, registration of issuance and delivery of such certificates pursuant to such Unit Purchase Agreement, and (d) the completion of the actions in respect of any Debt Securities and/or Stock Purchase Contracts comprising such Stock Purchase Units referred to in paragraphs 1 and/or 5 hereof (as the case may be), such Unit Purchase Agreement will constitute a valid and binding obligation of the Company and the certificates evidencing such Stock Purchase Units (if applicable) will be the valid and binding obligations of the Company and will entitle the holders thereof to the rights specified in such Unit Purchase Agreement. |
The foregoing opinions are subject to the limitation that the validity, binding effect, or enforceability of the provisions of any agreement or instrument is limited by (i) applicable bankruptcy, insolvency, reorganization, assignment for the benefit of creditors, moratorium, fraudulent conveyance, fraudulent transfer, voidable transaction, receivership, or other laws of general application affecting the enforcement of creditors’ rights, (ii) general principles of equity, including, without limitation, concepts of materiality, reasonableness, good faith, fair dealing, and the possible unavailability of specific performance, injunctive relief, or other equitable remedies, whether considered in a proceeding at law or in equity, (iii) public policy considerations that may limit the rights of parties to obtain specific remedies or enforce specific terms, and (iv) governmental authority to limit, delay or prohibit the making of payments outside the United States.
The foregoing opinions assume that (a) the Registration Statement and any amendments relating thereto shall have become effective under the Securities Act and will continue to be effective, (b) the Company will remain duly organized, validly existing and in good standing under the laws of the State of Delaware, (c) at the time any Securities or Governing Documents are authorized, issued, executed, authenticated, acknowledged, delivered or filed (as the case may be),
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(i) there will not have occurred any change in the law or in the Certificate of Incorporation or Bylaws affecting the authorization, issuance, execution, authentication, acknowledgement, delivery, filing, validity or enforceability of such Securities or Governing Documents, and (ii) no relevant Corporate Proceedings will have been modified or rescinded, (d) none of the particular terms of any Securities or Governing Documents established after the date hereof will violate, or be void or voidable under, any applicable law, (e) neither the authorization, issuance, execution, authentication, acknowledgement, delivery or filing of any Securities or Governing Documents, nor the compliance by the Company with the terms of such Securities or Governing Documents, resulted or will result in a violation of or default under any agreement or instrument then binding upon the Company or any order of any court or governmental body having jurisdiction over the Company then in effect, (f) the Securities will be issued in accordance with, and in compliance with any limitations on issuance contained in, the Corporate Proceedings related thereto, (g) the consideration designated in the applicable Corporate Proceedings for any Securities shall have been received by the Company and such consideration shall be legally sufficient, (h) each party to any Securities or Governing Documents (other than the Company) has or will have complied with all legal requirements pertaining to its status as such status relates to the right to enforce such agreements or instruments against the Company and has or will have satisfied those legal requirements applicable to it to the extent necessary to make such agreements or instruments enforceable against it, (i) the Indenture shall have been qualified under the Trust Indenture Act of 1939, as amended, (j) the terms of the Securities will be established in conformity with the applicable Governing Documents and the Securities will be issued within the limits of the then remaining authorized but unreserved and unissued amounts of such Securities under the Governing Documents, (k) a prospectus supplement describing each class or series of Securities offered pursuant to the Registration Statement, to the extent required by applicable law, will be timely filed with the Commission, (l) any Securities issuable upon conversion, exchange, or exercise of, or upon purchase pursuant to, any other Securities will have been duly authorized and reserved for issuance (in each case, within the limits of the then remaining authorized but unreserved and unissued amounts of such Securities), and any issuance of such Securities will be effected in accordance with the terms and conditions set forth in such other Securities and the Governing Documents related thereto, (m) all certificates evidencing any Securities will be in the form required by law and approved for issuance by the Company, (n) the Company will comply with all applicable notice requirements regarding uncertificated shares provided in the Delaware General Corporation Law, and (o) any debt or equity securities of an entity unaffiliated with the Company that constitute a component of Stock Purchase Units, any instruments or agreements governing such securities and any certificates representing such securities will have been duly and validly authorized, issued, executed, authenticated, acknowledged, delivered and/or filed (as the case may be) and will be valid, binding and enforceable and/or fully paid and nonassessable (as the case may be).
We have relied upon certificates of public officials as to the accuracy of all matters addressed therein and, with respect to certain factual matters, upon certificates of and information provided by officers and employees of the Company as to the accuracy of such factual matters, in each case without independent verification thereof or other investigation. We have assumed, without investigation, the following: (a) the accuracy and truthfulness of all records of the Company and of all certifications, documents and other proceedings examined by us that have
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been produced by officials of the Company acting within the scope of their official capacities, (b) each document submitted to us for review is accurate and complete, each such document that is an original is authentic, each such document that is a copy conforms to an authentic original, and all signatures on each such document, including electronic signatures, are genuine, (c) the legal capacity of natural persons who are involved on behalf of the Company to enter into and perform the referenced instrument or agreement or to carry out their role in the transactions contemplated thereby, (d) that New York law has or will be chosen to govern any Warrant Agreement, Stock Purchase Contract Agreement, Unit Purchase Agreement and any Securities issued thereunder or under the Indenture and any supplements thereto and/or certificates evidencing such Securities described in the foregoing opinions (other than Common Stock or Preferred Stock) and (e) the absence of any undisclosed modifications to the agreements and instruments reviewed by us.
Without limiting any other qualifications set forth herein, the opinions expressed herein are subject to the effect of generally applicable laws that (a) provide for the enforcement of oral waivers or modifications where a material change of position in reliance thereon has occurred or provide that a course of performance may operate as a waiver, (b) limit the enforcement of provisions of instruments or agreements that purport to require waiver of the obligations of good faith, fair dealing, diligence and reasonableness, (c) limit the availability of a remedy under certain circumstances where another remedy has been elected, (d) limit the enforceability of provisions releasing, exculpating or exempting a party from, or requiring indemnification of or contribution to a party for, liability for its own action or inaction, to the extent the action or inaction involves negligence, recklessness, willful misconduct or unlawful conduct or insofar as such provisions otherwise contravene public policy, (e) may, where less than all of an instrument or agreement may be unenforceable, limit the enforceability of the balance of the instrument or agreement to circumstances in which the unenforceable portion is not an essential part of the agreed exchange, (f) govern and afford judicial discretion regarding the determination of damages and entitlement to attorneys’ fees and other costs, (g) may permit a party who has materially failed to render or offer performance required by a contract to cure that failure unless either permitting a cure would unreasonably hinder the aggrieved party from making substitute arrangements for performance or it is important under the circumstances to the aggrieved party that performance occur by the date stated in the instrument or agreement, (h) may require mitigation of damages, (i) may limit the enforceability of certain waivers, including without limitation, waivers of the right to jury trial, and (j) provide a time limitation after which a remedy may not be enforced (i.e., statutes of limitation).
We express no opinion as to (i) whether a court would award a judgment in a currency other than United States dollars or as to the enforceability of any provision specifying rates of exchange for, or requiring indemnity against loss in, converting into a specified currency the proceeds or amount of a court judgment in another currency, (ii) any agreement to submit to the jurisdiction of any particular court or other governmental authority (either as to personal jurisdiction or subject matter jurisdiction) (except to the extent such agreement would be enforceable based on Section 5-1402 of the General Obligations Law of the State of New York), any provision restricting access to courts (including without limitation agreements to arbitrate disputes), any waivers of the right to jury trial, any waivers of service of process requirements that
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would otherwise be applicable, any provision relating to evidentiary standards, any agreement that a judgment rendered by a court in one jurisdiction may be enforced in another jurisdiction, or any provision otherwise affecting the jurisdiction or venue of courts, (iii) any provision waiving legal, statutory or equitable defenses or other procedural, judicial or substantive rights, or (iv) any provision that authorizes one party to act as attorney-in-fact for another party.
The opinions herein expressed are rendered as of the date first written above and are limited to the specific issues addressed and to facts and laws existing on the date hereof. By rendering our opinion, we do not undertake to advise you with respect to any other matter or of any change in such laws or in the interpretation thereof, or of any change in facts, which may occur after the date hereof.
Our opinions set forth herein are limited to the Delaware General Corporation Law and the laws of the State of New York, and we express no opinion as to the effect of any other laws.
We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to being named in the Prospectus included therein under the caption “Legal Matters.” In giving such consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations promulgated thereunder with respect to any part of the Registration Statement, including this exhibit.
| Very truly yours,
|
| /s/ Faegre Drinker Biddle & Reath LLP |
| FAEGRE DRINKER BIDDLE & REATH LLP |
Exhibit 23.1
Consent of Independent Registered Public Accounting Firm
We consent to the reference to our firm under the caption “Experts” in this Registration Statement (Form S-3) and related Prospectus of Archer-Daniels-Midland Company for the registration of debt securities, warrants to purchase debt securities, preferred stock, common stock, warrants to purchase common stock, stock purchase contracts and stock purchase units and to the incorporation by reference therein of our reports dated February 17, 2026, with respect to the consolidated financial statements of Archer-Daniels-Midland Company, and the effectiveness of internal control over financial reporting of Archer-Daniels-Midland Company, included in its Annual Report (Form 10-K) for the year ended December 31, 2025, filed with the Securities and Exchange Commission.
/s/ Ernst & Young LLP
Chicago, Illinois
August 4, 2026
Exhibit 24
ARCHER-DANIELS-MIDLAND COMPANY
Power of Attorney of Director
The undersigned, a director of ARCHER-DANIELS-MIDLAND COMPANY, a Delaware corporation, does hereby make, constitute, and appoint M. PATOLAWALA, C.A. NICHOL, and R. B. JONES, and each or any one of them, the undersigned’s true and lawful attorneys-in-fact (each, an “Attorney-in-Fact”), with power of substitution, for the undersigned and in the undersigned’s name, place, and stead, to:
| 1. | Prepare, execute, and file with the Securities and Exchange Commission (the “SEC”) any registration statement on Form S-3 (including any amendments thereto, including post-effective amendments, and any registration statement filed pursuant to Rule 462(b) or other applicable provisions), and any related prospectuses, prospectus supplements, exhibits, and other documents in connection therewith, including any and all documents that may be incorporated by reference therein; |
| 2. | Execute and file any and all amendments, supplements, consents, certificates, and other instruments that the Attorney-in-Fact deems necessary or advisable in connection with the foregoing, including such documents as may be necessary to enable the Company to satisfy any requirements of the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder; |
| 3. | Sign any and all documents and instruments incident to, or necessary or advisable to the consummation of, the transactions contemplated by any such registration statement and related filings, and to take any other action of any type whatsoever in connection with the foregoing that, in the judgment of the Attorney-in-Fact, may be of benefit to, in the best interests of, or legally required of, the undersigned; |
with the understanding that the Attorney-in-Fact is authorized to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present.
This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to sign any registration statement under the Securities Act on behalf of the Company, unless earlier revoked by the undersigned in a signed writing delivered to the Company.
The undersigned has hereunto set the undersigned’s hand as of this 4th day of August, 2026.
| /s/ M. S. Burke |
| M. S. Burke |
ARCHER-DANIELS-MIDLAND COMPANY
Power of Attorney of Director
The undersigned, a director of ARCHER-DANIELS-MIDLAND COMPANY, a Delaware corporation, does hereby make, constitute, and appoint M. PATOLAWALA, C.A. NICHOL, and R. B. JONES, and each or any one of them, the undersigned’s true and lawful attorneys-in-fact (each, an “Attorney-in-Fact”), with power of substitution, for the undersigned and in the undersigned’s name, place, and stead, to:
| 1. | Prepare, execute, and file with the Securities and Exchange Commission (the “SEC”) any registration statement on Form S-3 (including any amendments thereto, including post-effective amendments, and any registration statement filed pursuant to Rule 462(b) or other applicable provisions), and any related prospectuses, prospectus supplements, exhibits, and other documents in connection therewith, including any and all documents that may be incorporated by reference therein; |
| 2. | Execute and file any and all amendments, supplements, consents, certificates, and other instruments that the Attorney-in-Fact deems necessary or advisable in connection with the foregoing, including such documents as may be necessary to enable the Company to satisfy any requirements of the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder; |
| 3. | Sign any and all documents and instruments incident to, or necessary or advisable to the consummation of, the transactions contemplated by any such registration statement and related filings, and to take any other action of any type whatsoever in connection with the foregoing that, in the judgment of the Attorney-in-Fact, may be of benefit to, in the best interests of, or legally required of, the undersigned; |
with the understanding that the Attorney-in-Fact is authorized to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present.
This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to sign any registration statement under the Securities Act on behalf of the Company, unless earlier revoked by the undersigned in a signed writing delivered to the Company.
The undersigned has hereunto set the undersigned’s hand as of this 4th day of August, 2026.
| /s/ T. Colbert |
| T. Colbert |
ARCHER-DANIELS-MIDLAND COMPANY
Power of Attorney of Director
The undersigned, a director of ARCHER-DANIELS-MIDLAND COMPANY, a Delaware corporation, does hereby make, constitute, and appoint M. PATOLAWALA, C.A. NICHOL, and R. B. JONES, and each or any one of them, the undersigned’s true and lawful attorneys-in-fact (each, an “Attorney-in-Fact”), with power of substitution, for the undersigned and in the undersigned’s name, place, and stead, to:
| 1. | Prepare, execute, and file with the Securities and Exchange Commission (the “SEC”) any registration statement on Form S-3 (including any amendments thereto, including post-effective amendments, and any registration statement filed pursuant to Rule 462(b) or other applicable provisions), and any related prospectuses, prospectus supplements, exhibits, and other documents in connection therewith, including any and all documents that may be incorporated by reference therein; |
| 2. | Execute and file any and all amendments, supplements, consents, certificates, and other instruments that the Attorney-in-Fact deems necessary or advisable in connection with the foregoing, including such documents as may be necessary to enable the Company to satisfy any requirements of the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder; |
| 3. | Sign any and all documents and instruments incident to, or necessary or advisable to the consummation of, the transactions contemplated by any such registration statement and related filings, and to take any other action of any type whatsoever in connection with the foregoing that, in the judgment of the Attorney-in-Fact, may be of benefit to, in the best interests of, or legally required of, the undersigned; |
with the understanding that the Attorney-in-Fact is authorized to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present.
This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to sign any registration statement under the Securities Act on behalf of the Company, unless earlier revoked by the undersigned in a signed writing delivered to the Company.
The undersigned has hereunto set the undersigned’s hand as of this 4th day of August, 2026.
| /s/ J. C. Collins, Jr. |
| J. C. Collins, Jr. |
ARCHER-DANIELS-MIDLAND COMPANY
Power of Attorney of Director
The undersigned, a director of ARCHER-DANIELS-MIDLAND COMPANY, a Delaware corporation, does hereby make, constitute, and appoint M. PATOLAWALA, C.A. NICHOL, and R. B. JONES, and each or any one of them, the undersigned’s true and lawful attorneys-in-fact (each, an “Attorney-in-Fact”), with power of substitution, for the undersigned and in the undersigned’s name, place, and stead, to:
| 1. | Prepare, execute, and file with the Securities and Exchange Commission (the “SEC”) any registration statement on Form S-3 (including any amendments thereto, including post-effective amendments, and any registration statement filed pursuant to Rule 462(b) or other applicable provisions), and any related prospectuses, prospectus supplements, exhibits, and other documents in connection therewith, including any and all documents that may be incorporated by reference therein; |
| 2. | Execute and file any and all amendments, supplements, consents, certificates, and other instruments that the Attorney-in-Fact deems necessary or advisable in connection with the foregoing, including such documents as may be necessary to enable the Company to satisfy any requirements of the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder; |
| 3. | Sign any and all documents and instruments incident to, or necessary or advisable to the consummation of, the transactions contemplated by any such registration statement and related filings, and to take any other action of any type whatsoever in connection with the foregoing that, in the judgment of the Attorney-in-Fact, may be of benefit to, in the best interests of, or legally required of, the undersigned; |
with the understanding that the Attorney-in-Fact is authorized to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present.
This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to sign any registration statement under the Securities Act on behalf of the Company, unless earlier revoked by the undersigned in a signed writing delivered to the Company.
The undersigned has hereunto set the undersigned’s hand as of this 4th day of August, 2026.
| /s/ T. K. Crews |
| T. K. Crews |
ARCHER-DANIELS-MIDLAND COMPANY
Power of Attorney of Director
The undersigned, a director of ARCHER-DANIELS-MIDLAND COMPANY, a Delaware corporation, does hereby make, constitute, and appoint M. PATOLAWALA, C.A. NICHOL, and R. B. JONES, and each or any one of them, the undersigned’s true and lawful attorneys-in-fact (each, an “Attorney-in-Fact”), with power of substitution, for the undersigned and in the undersigned’s name, place, and stead, to:
| 1. | Prepare, execute, and file with the Securities and Exchange Commission (the “SEC”) any registration statement on Form S-3 (including any amendments thereto, including post-effective amendments, and any registration statement filed pursuant to Rule 462(b) or other applicable provisions), and any related prospectuses, prospectus supplements, exhibits, and other documents in connection therewith, including any and all documents that may be incorporated by reference therein; |
| 2. | Execute and file any and all amendments, supplements, consents, certificates, and other instruments that the Attorney-in-Fact deems necessary or advisable in connection with the foregoing, including such documents as may be necessary to enable the Company to satisfy any requirements of the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder; |
| 3. | Sign any and all documents and instruments incident to, or necessary or advisable to the consummation of, the transactions contemplated by any such registration statement and related filings, and to take any other action of any type whatsoever in connection with the foregoing that, in the judgment of the Attorney-in-Fact, may be of benefit to, in the best interests of, or legally required of, the undersigned; |
with the understanding that the Attorney-in-Fact is authorized to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present.
This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to sign any registration statement under the Securities Act on behalf of the Company, unless earlier revoked by the undersigned in a signed writing delivered to the Company.
The undersigned has hereunto set the undersigned’s hand as of this 4th day of August, 2026.
| /s/ E. de Brabander |
| E. de Brabander |
ARCHER-DANIELS-MIDLAND COMPANY
Power of Attorney of Director
The undersigned, a director of ARCHER-DANIELS-MIDLAND COMPANY, a Delaware corporation, does hereby make, constitute, and appoint M. PATOLAWALA, C.A. NICHOL, and R. B. JONES, and each or any one of them, the undersigned’s true and lawful attorneys-in-fact (each, an “Attorney-in-Fact”), with power of substitution, for the undersigned and in the undersigned’s name, place, and stead, to:
| 1. | Prepare, execute, and file with the Securities and Exchange Commission (the “SEC”) any registration statement on Form S-3 (including any amendments thereto, including post-effective amendments, and any registration statement filed pursuant to Rule 462(b) or other applicable provisions), and any related prospectuses, prospectus supplements, exhibits, and other documents in connection therewith, including any and all documents that may be incorporated by reference therein; |
| 2. | Execute and file any and all amendments, supplements, consents, certificates, and other instruments that the Attorney-in-Fact deems necessary or advisable in connection with the foregoing, including such documents as may be necessary to enable the Company to satisfy any requirements of the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder; |
| 3. | Sign any and all documents and instruments incident to, or necessary or advisable to the consummation of, the transactions contemplated by any such registration statement and related filings, and to take any other action of any type whatsoever in connection with the foregoing that, in the judgment of the Attorney-in-Fact, may be of benefit to, in the best interests of, or legally required of, the undersigned; |
with the understanding that the Attorney-in-Fact is authorized to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present.
This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to sign any registration statement under the Securities Act on behalf of the Company, unless earlier revoked by the undersigned in a signed writing delivered to the Company.
The undersigned has hereunto set the undersigned’s hand as of this 4th day of August, 2026.
| /s/ S. F. Harrison |
| S. F. Harrison |
ARCHER-DANIELS-MIDLAND COMPANY
Power of Attorney of Director
The undersigned, a director of ARCHER-DANIELS-MIDLAND COMPANY, a Delaware corporation, does hereby make, constitute, and appoint M. PATOLAWALA, C.A. NICHOL, and R. B. JONES, and each or any one of them, the undersigned’s true and lawful attorneys-in-fact (each, an “Attorney-in-Fact”), with power of substitution, for the undersigned and in the undersigned’s name, place, and stead, to:
| 1. | Prepare, execute, and file with the Securities and Exchange Commission (the “SEC”) any registration statement on Form S-3 (including any amendments thereto, including post-effective amendments, and any registration statement filed pursuant to Rule 462(b) or other applicable provisions), and any related prospectuses, prospectus supplements, exhibits, and other documents in connection therewith, including any and all documents that may be incorporated by reference therein; |
| 2. | Execute and file any and all amendments, supplements, consents, certificates, and other instruments that the Attorney-in-Fact deems necessary or advisable in connection with the foregoing, including such documents as may be necessary to enable the Company to satisfy any requirements of the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder; |
| 3. | Sign any and all documents and instruments incident to, or necessary or advisable to the consummation of, the transactions contemplated by any such registration statement and related filings, and to take any other action of any type whatsoever in connection with the foregoing that, in the judgment of the Attorney-in-Fact, may be of benefit to, in the best interests of, or legally required of, the undersigned; |
with the understanding that the Attorney-in-Fact is authorized to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present.
This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to sign any registration statement under the Securities Act on behalf of the Company, unless earlier revoked by the undersigned in a signed writing delivered to the Company.
The undersigned has hereunto set the undersigned’s hand as of this 4th day of August, 2026.
| /s/ D. R. McAtee II |
| D. R. McAtee II |
ARCHER-DANIELS-MIDLAND COMPANY
Power of Attorney of Director
The undersigned, a director of ARCHER-DANIELS-MIDLAND COMPANY, a Delaware corporation, does hereby make, constitute, and appoint M. PATOLAWALA, C.A. NICHOL, and R. B. JONES, and each or any one of them, the undersigned’s true and lawful attorneys-in-fact (each, an “Attorney-in-Fact”), with power of substitution, for the undersigned and in the undersigned’s name, place, and stead, to:
| 1. | Prepare, execute, and file with the Securities and Exchange Commission (the “SEC”) any registration statement on Form S-3 (including any amendments thereto, including post-effective amendments, and any registration statement filed pursuant to Rule 462(b) or other applicable provisions), and any related prospectuses, prospectus supplements, exhibits, and other documents in connection therewith, including any and all documents that may be incorporated by reference therein; |
| 2. | Execute and file any and all amendments, supplements, consents, certificates, and other instruments that the Attorney-in-Fact deems necessary or advisable in connection with the foregoing, including such documents as may be necessary to enable the Company to satisfy any requirements of the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder; |
| 3. | Sign any and all documents and instruments incident to, or necessary or advisable to the consummation of, the transactions contemplated by any such registration statement and related filings, and to take any other action of any type whatsoever in connection with the foregoing that, in the judgment of the Attorney-in-Fact, may be of benefit to, in the best interests of, or legally required of, the undersigned; |
with the understanding that the Attorney-in-Fact is authorized to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present.
This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to sign any registration statement under the Securities Act on behalf of the Company, unless earlier revoked by the undersigned in a signed writing delivered to the Company.
The undersigned has hereunto set the undersigned’s hand as of this 4th day of August, 2026.
| /s/ M. C. McMurray |
| M. C. McMurray |
ARCHER-DANIELS-MIDLAND COMPANY
Power of Attorney of Director
The undersigned, a director of ARCHER-DANIELS-MIDLAND COMPANY, a Delaware corporation, does hereby make, constitute, and appoint M. PATOLAWALA, C.A. NICHOL, and R. B. JONES, and each or any one of them, the undersigned’s true and lawful attorneys-in-fact (each, an “Attorney-in-Fact”), with power of substitution, for the undersigned and in the undersigned’s name, place, and stead, to:
| 1. | Prepare, execute, and file with the Securities and Exchange Commission (the “SEC”) any registration statement on Form S-3 (including any amendments thereto, including post-effective amendments, and any registration statement filed pursuant to Rule 462(b) or other applicable provisions), and any related prospectuses, prospectus supplements, exhibits, and other documents in connection therewith, including any and all documents that may be incorporated by reference therein; |
| 2. | Execute and file any and all amendments, supplements, consents, certificates, and other instruments that the Attorney-in-Fact deems necessary or advisable in connection with the foregoing, including such documents as may be necessary to enable the Company to satisfy any requirements of the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder; |
| 3. | Sign any and all documents and instruments incident to, or necessary or advisable to the consummation of, the transactions contemplated by any such registration statement and related filings, and to take any other action of any type whatsoever in connection with the foregoing that, in the judgment of the Attorney-in-Fact, may be of benefit to, in the best interests of, or legally required of, the undersigned; |
with the understanding that the Attorney-in-Fact is authorized to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present.
This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to sign any registration statement under the Securities Act on behalf of the Company, unless earlier revoked by the undersigned in a signed writing delivered to the Company.
The undersigned has hereunto set the undersigned’s hand as of this 4th day of August, 2026.
| /s/ P. J. Moore |
| P. J. Moore |
ARCHER-DANIELS-MIDLAND COMPANY
Power of Attorney of Director
The undersigned, a director of ARCHER-DANIELS-MIDLAND COMPANY, a Delaware corporation, does hereby make, constitute, and appoint M. PATOLAWALA, C.A. NICHOL, and R. B. JONES, and each or any one of them, the undersigned’s true and lawful attorneys-in-fact (each, an “Attorney-in-Fact”), with power of substitution, for the undersigned and in the undersigned’s name, place, and stead, to:
| 1. | Prepare, execute, and file with the Securities and Exchange Commission (the “SEC”) any registration statement on Form S-3 (including any amendments thereto, including post-effective amendments, and any registration statement filed pursuant to Rule 462(b) or other applicable provisions), and any related prospectuses, prospectus supplements, exhibits, and other documents in connection therewith, including any and all documents that may be incorporated by reference therein; |
| 2. | Execute and file any and all amendments, supplements, consents, certificates, and other instruments that the Attorney-in-Fact deems necessary or advisable in connection with the foregoing, including such documents as may be necessary to enable the Company to satisfy any requirements of the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder; |
| 3. | Sign any and all documents and instruments incident to, or necessary or advisable to the consummation of, the transactions contemplated by any such registration statement and related filings, and to take any other action of any type whatsoever in connection with the foregoing that, in the judgment of the Attorney-in-Fact, may be of benefit to, in the best interests of, or legally required of, the undersigned; |
with the understanding that the Attorney-in-Fact is authorized to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present.
This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to sign any registration statement under the Securities Act on behalf of the Company, unless earlier revoked by the undersigned in a signed writing delivered to the Company.
The undersigned has hereunto set the undersigned’s hand as of this 4th day of August, 2026.
| /s/ D. A. Sandler |
| D. A. Sandler |
ARCHER-DANIELS-MIDLAND COMPANY
Power of Attorney of Director
The undersigned, a director of ARCHER-DANIELS-MIDLAND COMPANY, a Delaware corporation, does hereby make, constitute, and appoint M. PATOLAWALA, C.A. NICHOL, and R. B. JONES, and each or any one of them, the undersigned’s true and lawful attorneys-in-fact (each, an “Attorney-in-Fact”), with power of substitution, for the undersigned and in the undersigned’s name, place, and stead, to:
| 1. | Prepare, execute, and file with the Securities and Exchange Commission (the “SEC”) any registration statement on Form S-3 (including any amendments thereto, including post-effective amendments, and any registration statement filed pursuant to Rule 462(b) or other applicable provisions), and any related prospectuses, prospectus supplements, exhibits, and other documents in connection therewith, including any and all documents that may be incorporated by reference therein; |
| 2. | Execute and file any and all amendments, supplements, consents, certificates, and other instruments that the Attorney-in-Fact deems necessary or advisable in connection with the foregoing, including such documents as may be necessary to enable the Company to satisfy any requirements of the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder; |
| 3. | Sign any and all documents and instruments incident to, or necessary or advisable to the consummation of, the transactions contemplated by any such registration statement and related filings, and to take any other action of any type whatsoever in connection with the foregoing that, in the judgment of the Attorney-in-Fact, may be of benefit to, in the best interests of, or legally required of, the undersigned; |
with the understanding that the Attorney-in-Fact is authorized to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present.
This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to sign any registration statement under the Securities Act on behalf of the Company, unless earlier revoked by the undersigned in a signed writing delivered to the Company.
The undersigned has hereunto set the undersigned’s hand as of this 4th day of August, 2026.
| /s/ L. Z. Schlitz |
| L. Z. Schlitz |
ARCHER-DANIELS-MIDLAND COMPANY
Power of Attorney of Director
The undersigned, a director of ARCHER-DANIELS-MIDLAND COMPANY, a Delaware corporation, does hereby make, constitute, and appoint M. PATOLAWALA, C.A. NICHOL, and R. B. JONES, and each or any one of them, the undersigned’s true and lawful attorneys-in-fact (each, an “Attorney-in-Fact”), with power of substitution, for the undersigned and in the undersigned’s name, place, and stead, to:
| 1. | Prepare, execute, and file with the Securities and Exchange Commission (the “SEC”) any registration statement on Form S-3 (including any amendments thereto, including post-effective amendments, and any registration statement filed pursuant to Rule 462(b) or other applicable provisions), and any related prospectuses, prospectus supplements, exhibits, and other documents in connection therewith, including any and all documents that may be incorporated by reference therein; |
| 2. | Execute and file any and all amendments, supplements, consents, certificates, and other instruments that the Attorney-in-Fact deems necessary or advisable in connection with the foregoing, including such documents as may be necessary to enable the Company to satisfy any requirements of the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder; |
| 3. | Sign any and all documents and instruments incident to, or necessary or advisable to the consummation of, the transactions contemplated by any such registration statement and related filings, and to take any other action of any type whatsoever in connection with the foregoing that, in the judgment of the Attorney-in-Fact, may be of benefit to, in the best interests of, or legally required of, the undersigned; |
with the understanding that the Attorney-in-Fact is authorized to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present.
This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to sign any registration statement under the Securities Act on behalf of the Company, unless earlier revoked by the undersigned in a signed writing delivered to the Company.
The undersigned has hereunto set the undersigned’s hand as of this 4th day of August, 2026.
| /s/ K. R. Westbrook |
| K. R. Westbrook |
Exhibit 25
|
|
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM T-1
STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939 OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE
CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE PURSUANT TO SECTION 305(b)(2)
DEUTSCHE BANK TRUST COMPANY AMERICAS
(formerly BANKERS TRUST COMPANY)
(Exact name of trustee as specified in its charter)
| NEW YORK | 13-4941247 | |
| (Jurisdiction of Incorporation or | (I.R.S. Employer | |
| organization if not a U.S. national bank) | Identification no.) | |
| One Columbus Circle | ||
| NEW YORK, NEW YORK | 10019 | |
| (Address of principal | (Zip Code) | |
| executive offices) | ||
Deutsche Bank Trust Company Americas
One Columbus Circle
New York, New York 10019
(212) 250 – 2500
(Name, address and telephone number of agent for service)
ARCHER-DANIELS-MIDLAND COMPANY
(Exact name of registrant as specified in its charter)
| Delaware | 41-0129150 | |
| (State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification Number) |
77 Wacker Drive, Suite 4600
Chicago, IL 60601
(312) 634-8100
(Address and telephone number of Registrant’s principal executive offices)
Regina B. Jones
Senior Vice President, Chief Legal Officer, and Secretary
Archer-Daniels-Midland Company
77 Wacker Drive, Suite 4600
Chicago, IL 60601
(312) 634-8100
(Name, address and telephone number of agent for service)
Copies to:
Dawn Holicky Pruitt
W. Morgan Burns
Faegre Drinker Biddle & Reath LLP
2200 Wells Fargo Center
90 South Seventh Street
Minneapolis, Minnesota 55402-3901
Debt Securities
(Title of the Indenture securities)
Item 1. General Information.
Furnish the following information as to the trustee.
| (a) | Name and address of each examining or supervising authority to which it is subject. |
| Name | Address | |
| Federal Reserve Bank (2nd District) | New York, NY | |
| Federal Deposit Insurance Corporation | Washington, D.C. | |
| New York State Banking Department | Albany, NY | |
| (b) | Whether it is authorized to exercise corporate trust powers. |
| Yes. |
Item 2. Affiliations with Obligor.
If the obligor is an affiliate of the Trustee, describe each such affiliation.
NA
| Item 3. -15. | Not Applicable |
| Item 16. | List of Exhibits. |
| Exhibit 1 - | Restated Organization Certificate of Bankers Trust Company dated August 31, 1998; Certificate of Amendment of the Organization Certificate of Bankers Trust Company dated September 25, 1998; Certificate of Amendment of the Organization Certificate of Bankers Trust Company dated December 18, 1998; Certificate of Amendment of the Organization Certificate of Bankers Trust Company dated September 3, 1999; and Certificate of Amendment of the Organization Certificate of Bankers Trust Company dated March 14, 2002, incorporated herein by reference to Exhibit 1 filed with Form T-1 Statement, Registration No. 333-201810. | |
| Exhibit 2 - | Certificate of Authority to commence business, incorporated herein by reference to Exhibit 2 filed with Form T-1 Statement, Registration No. 333-201810. | |
| Exhibit 3 - | Authorization of the Trustee to exercise corporate trust powers, incorporated herein by reference to Exhibit 3 filed with Form T-1 Statement, Registration No. 333-201810. | |
| Exhibit 4 - | A copy of existing By-Laws of Deutsche Bank Trust Company Americas, dated May 1, 2025 (see attached). | |
| Exhibit 5 - | Not applicable. | |
| Exhibit 6 - | Consent of Bankers Trust Company required by Section 321(b) of the Act, incorporated herein by reference to Exhibit 6 filed with Form T-1 Statement, Registration No. 333-201810. | |
| Exhibit 7 - | A copy of the latest report of condition of the trustee published pursuant to law or the requirements of its supervising or examining authority. | |
| Exhibit 8 - | Not Applicable. | |
| Exhibit 9 - | Not Applicable. | |
SIGNATURE
Pursuant to the requirements of the Trust Indenture Act of 1939, as amended, the trustee, Deutsche Bank Trust Company Americas, a corporation organized and existing under the laws of the State of New York, has duly caused this statement of eligibility to be signed on its behalf by the undersigned, thereunto duly authorized, all in The City of New York, and State of New York, on this 22nd day of July, 2026.
| DEUTSCHE BANK TRUST COMPANY AMERICAS | ||||
| /s/ Carol Ng | ||||
| By: | Carol Ng | |||
| Vice President | ||||
Exhibit 4
Tab 8.6.3 DBTCA Bylaws
AMENDED AND RESTATED
BY-LAWS
OF
DEUTSCHE BANK TRUST COMPANY AMERICAS
ARTICLE I
STOCKHOLDERS
Section 1.01. Annual Meeting. The annual meeting of the stockholders of Deutsche Bank Trust Company Americas (the “Company”) shall be held in the City of New York within the State of New York within the first four months of the Company’s fiscal year, on such date and at such time and place as the board of directors of the Company (“Board of Directors” or “Board”) may designate in the call or in a waiver of notice thereof, for the purpose of electing directors and for the transaction of such other business as may properly be brought before the meeting.
Section 1.02. Special Meetings. Special meetings of the stockholders of the Company may be called by the Board of Directors or by the President, and shall be called by the President or by the Secretary upon the written request of the holders of record of at least twenty-five percent (25%) of the shares of stock of the Company issued and outstanding and entitled to vote, at such times. If for a period of thirteen months after the last annual meeting, there is a failure to elect a sufficient number of directors to conduct the business of the Company, the Board of Directors shall call a special meeting for the election of directors within two weeks after the expiration of such period; otherwise, holders of record of ten percent (10%) of the shares of stock of the Company entitled to vote in an election of directors may, in writing, demand the call of a special meeting at the office of the Company for the election of directors, specifying the date and month thereof, but not less than two nor more than three months from the date of such call. At any such special meeting called on demand of stockholders, the stockholders attending, in person or by proxy, and entitled to vote in an election of directors shall constitute a quorum for the purpose of electing directors, but not for the transaction of any other business.
Section 1.03. Notice of Meetings. Notice of the time, place and purpose of every meeting of stockholders shall be delivered personally or mailed not less than 10 nor more than 50 days before the date of such meeting (or any other action) to each stockholder of record entitled to vote, at his post office address appearing upon the records of the Company or at such other address as shall be furnished in writing by him to the Secretary of the Company for such purpose. Such further notice shall be given as may be required by law or by these By-Laws. Any meeting may be held without notice if all stockholders entitled to vote are present in person or by proxy, or if notice is waived in writing, either before or after the meeting, by those not present.
Section 1.04. Quorum. The holders of record of at least a majority of the shares of the stock of the Company issued and outstanding and entitled to vote, present in person or by proxy, shall, except as otherwise provided by law, by the Company’s Organization Certificate or by these By-Laws, constitute a quorum at all meetings of the stockholders; if there be no such quorum, the holders of a majority of such shares so present or represented may adjourn the meeting from time to time until a quorum shall have been obtained.
Section 1.05. Organization of Meetings. Meetings of the stockholders shall be presided over by the Chairman of the Board or, if he is not present, by the President or, if he is not present, by a chairman to be chosen at the meeting. The Secretary of the Company, or in his absence an Assistant Secretary, shall act as secretary of the meeting, if present.
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Tab 8.6.3 DBTCA Bylaws
Section 1.06. Voting. At each meeting of stockholders, except as otherwise provided by statute, the Company’s Organization Certificate or these By-Laws, every holder of record of stock entitled to vote shall be entitled to one vote in person or by proxy for each share of such stock standing in his name on the records of the Company. Elections of directors shall be determined by a plurality of the votes cast thereat and, except as otherwise provided by statute, the Company’s Organization Certificate or these By-Laws, all other action shall be determined by a majority of the votes cast at such meeting.
At all elections of directors, the voting shall be by ballot or in such other manner as may be determined by the stockholders present in person or by proxy entitled to vote at such election.
Section 1.07. Action by Consent. Except as may otherwise be provided in the Company’s Organization Certificate, any action required or permitted to be taken at any meeting of stockholders may be taken without a meeting, without prior notice and without a vote if, prior to such action, a written consent or consents thereto, setting forth such action, is signed by all the holders of record of shares of the stock of the Company, issued and outstanding and entitled to vote thereon, having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted.
ARTICLE II
DIRECTORS
Section 2.01. Chairman of the Board. Following the election of the Board of Directors at each annual meeting, the elected Board shall appoint one of its members as Chairman. The Chairman of the Board shall preside at all meetings of the Board of Directors and of the stockholders, and he shall perform such other duties and have such other powers as from time to time may be prescribed by the Board of Directors.
Section 2.02. Lead Independent Director. Following the election of the Board of Directors at each annual meeting, the elected Board may appoint one of its independent members as its Lead Independent Director. When the Chairman of the Board is not present at a meeting of the Board of Directors, the Lead Independent Director, if there be one, shall preside.
Section 2.03. Director Emeritus. The Board of Directors may from time to time elect one or more Directors Emeritus. Each Director Emeritus shall be elected for a term expiring on the date of the regular meeting of the Board of Directors following the next annual meeting. No Director Emeritus shall be considered a “director” for purposes of these By-Laws or for any other purpose.
Section 2.04. Powers, Number, Quorum, Term, Vacancies, Removal. The business and affairs of the Company shall be managed by or under the direction of the Board of Directors which may exercise all such powers of the Company and do all such lawful acts and things as are not by statute or by the Company’s Organization Certificate or by these By-Laws required to be exercised or done by the stockholders.
The number of directors may be changed by a resolution passed by a majority of the members of the Board of Directors or by a vote of the holders of record of at least a majority of the shares of stock of the Company issued and outstanding and entitled to vote, but at all times the Board of Directors must consist of not less than seven nor more than thirty directors. No more than one-third of the directors shall be active officers or employees of the Company. At least one-half of the directors must be citizens of the United States at the time of their election and during their continuance in office.
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Tab 8.6.3 DBTCA Bylaws
Except as otherwise required by law, rule or regulation, or by the Company’s Organization Certificate, at all meetings of the Board of Directors or any committee thereof, a majority of the entire Board of Directors or a majority of the directors constituting such committee, as the case may be, shall constitute a quorum for the transaction of business and the act of a majority of the directors or committee members present at any meeting at which there is a quorum shall be the act of the Board of Directors, or such committee, as applicable. Any one or more members of the Board may participate in a meeting of the Board by means of a conference telephone or video, or other similar communications equipment allowing all persons participating in the meeting to hear each other at the same time. Participation by such means shall constitute presence in person at a meeting. Whether or not a quorum shall be present at any meeting of the Board of Directors or a committee thereof, a majority of the directors present thereat may adjourn the meeting from time to time; notice of the adjourned meeting shall be given to the directors who were not present at the time of the adjournment, but if the time and place of the adjourned meeting are announced, no additional notice shall be required to be given to the directors present at the time of adjournment.
Directors shall hold office until the next annual election and until their successors shall have been elected and shall have qualified. Director vacancies not exceeding one-third of the whole number of the Board of Directors may be filled by the affirmative vote of a majority of the directors then in office, and the directors so elected shall hold office for the balance of the unexpired term.
Any one or more of the directors of the Company may be removed either with or without cause at any time by a vote of the holders of record of at least a majority of the shares of stock of the Company, issued and outstanding and entitled to vote, and thereupon the term of the director or directors who shall have been so removed shall forthwith terminate and there shall be a vacancy or vacancies in the Board of Directors, to be filled by a vote of the stockholders as provided in these By-Laws.
Section 2.05. Meetings, Notice. Meetings of the Board of Directors shall be held at such place either within or without the State of New York, as may from time to time be fixed by resolution of the Board, or as may be specified in the call or in a waiver of notice thereof. Regular meetings of the Board of Directors and its Executive Committee shall be held as often as may be required under applicable law, and special meetings may be held at any time upon the call of two directors, the Chairman of the Board or the President, by oral, telegraphic or written notice duly served on or sent or mailed to each director not less than two days before such meeting. Any meeting may be held without notice, if all directors are present, or if notice is waived in writing, either before or after the meeting, by those not present.
Section 2.06. Compensation. The Board of Directors may determine, from time to time, the amount of compensation, which shall be paid to its members. The Board of Directors shall also have power, in its discretion, to allow a fixed sum and expenses for attendance at each regular or special meeting of the Board, or of any committee of the Board. The Board of Directors shall also have power, in its discretion, to provide for and pay to directors rendering services to the Company not ordinarily rendered by directors, as such, special compensation appropriate to the value of such services, as determined by the Board from time to time.
ARTICLE III
COMMITTEES
Section 3.01. Executive Committee. There shall be an Executive Committee of the Board who shall be appointed annually by resolution adopted by the majority of the entire Board of Directors. The Chairman of the Board shall preside at meetings of the Executive Committee. In his
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Tab 8.6.3 DBTCA Bylaws
absence, the Chief Executive Officer or, in his absence, the President or any Co-President or, in their absence, such other member of the Executive Committee as the Executive Committee from time to time may designate shall preside at such meetings.
Section 3.02. Audit and Fiduciary Committee. There shall be an Audit and Fiduciary Committee appointed annually by resolution adopted by a majority of the entire Board of Directors which shall consist of such number of independent directors, as may from time to time be fixed by the Audit and Fiduciary Committee charter adopted by the Board of Directors.
Section 3.03. Other Committees. The Board of Directors shall have the power to appoint any other Committees as may seem necessary, and from time to time to suspend or continue the powers and duties of such Committees. Each Committee appointed pursuant to this Article shall serve at the pleasure of the Board of Directors.
Section 3.04. Limitations. No committee shall have the authority as to the following matters: (i) the submission to stockholders of any action that needs stockholders’ authorization under New York Banking Law; (ii) the filling of vacancies in the Board of Directors or in any such committee; (iii) the fixing of compensation of the directors for serving on the Board of Directors or on any committee; (iv) the amendment or repeal of these By-Laws, or the adoption of new by-laws; (v) the amendment or repeal of any resolution of the Board of Directors which by its terms shall not be so amendable or repealable; or (vi) the taking of action which is expressly required by any provision of New York Banking Law to be taken at a meeting of the Board of Directors or by a specified proportion of the directors.
ARTICLE IV
OFFICERS
Section 4.01. Titles and Election. The officers of the Company, who shall be chosen by the Board of Directors within twenty-five days after each annual meeting of stockholders, shall be a President, Chief Executive Officer, Chief Risk Officer, Chief Financial Officer, Treasurer, Secretary, and a General Auditor. The Board of Directors from time to time may elect one or more Managing Directors, Directors, Vice Presidents, Assistant Secretaries, Assistant Treasurers and such other officers and agents as it shall deem necessary, and may define their powers and duties. Any number of offices may be held by the same person, except the offices of President and Secretary.
Section 4.02. Terms of Office. Each officer shall hold office for the term for which he is elected or appointed, and until his successor has been elected or appointed and qualified.
Section 4.03. Removal. Any officer may be removed, either with or without cause, at any time, by the affirmative vote of a majority of the Board of Directors.
Section 4.04. Resignations. Any officer may resign at any time by giving written notice to the Board of Directors or to the Secretary. Such resignation shall take effect at the time specified therein and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.
Section 4.05. Vacancies. If the office of any officer or agent becomes vacant by reason of death, resignation, retirement, disqualification, removal from office or otherwise, the Board of Directors may choose a successor, who shall hold office for the unexpired term in respect of which such vacancy occurred.
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Tab 8.6.3 DBTCA Bylaws
Section 4.06. President. The President shall have general authority to exercise all the powers necessary for the President of the Company. In the absence of the Chairman and the Lead Independent Director, the President shall preside at all meetings of the Board of Directors and of the stockholders. The President shall have the power to execute bonds, mortgages and other contracts, agreements and instruments of the Company, and he shall perform such other duties and have such other powers as may be incident to the office of the president of a corporation and as from time to time may otherwise be prescribed by the Board of Directors.
Section 4.07. Chief Executive Officer. Unless otherwise determined by the Board of Directors, the President shall be the Chief Executive Officer of the Company. The Chief Executive Officer shall exercise the powers and perform the duties usual to the chief executive officer and, subject to the control of the Board of Directors, shall have general management and control of the affairs and business of the Company; he shall appoint and discharge employees and agents of the Company (other than officers elected by the Board of Directors); he shall see that all orders and resolutions of the Board of Directors are carried into effect; he shall have the power to execute bonds, mortgages and other contracts, agreements and instruments of the Company, and he shall perform such other duties and have such other powers as may be incident to the office of the chief executive officer of a corporation and as from time to time may otherwise be prescribed by the Board of Directors.
Section 4.08. Chief Risk Officer. The Chief Risk Officer shall have the responsibility for the risk management and monitoring of the Company. The Chief Risk Officer shall have the power to execute bonds, notes, mortgages and other contracts, agreements and instruments of the Company, and he shall perform such other duties and have such other powers as may be incident to his office and as from time to time may otherwise be prescribed by the Board of Directors.
Section 4.09. Chief Financial Officer. The Chief Financial Officer shall have the responsibility for reporting to the Board of Directors on the financial condition of the Company, preparing and submitting all financial reports required by applicable law, and preparing annual financial statements of the Company and coordinating with qualified third party auditors to ensure such financial statements are audited in accordance with applicable law.
Section 4.10. Treasurer. The Treasurer shall have the custody of the corporate funds and securities and shall keep full and accurate accounts of receipts and disbursements in books belonging to the Company and shall deposit all moneys, and other valuable effects in the name and to the credit of the Company, in such depositories as may be designated by the Board of Directors. He shall disburse the funds of the Company as may be ordered by the Board, taking proper vouchers for such disbursements, and shall render to the directors whenever they may require it an account of all his transactions as Treasurer and of the financial condition of the Company.
Section 4.11. Secretary. The Secretary shall attend all sessions of the Board of Directors and all meetings of the stockholders and record all votes and the minutes of proceedings in records or books to be kept for that purpose. He shall give, or cause to be given, notice of all meetings of the stockholders and of the Board of Directors and shall perform such other duties and have such other powers as may be incident to the office of the secretary of a corporation and as from time to time may otherwise be prescribed by the Board of Directors. The Secretary shall have and be the custodian of the stock records and all other books, records and papers of the Company (other than financial) and shall see that all books, reports, statements, certificates and other documents and records required by law are properly kept and filed.
Section 4.12. General Auditor. The General Auditor shall be responsible, through the Audit and Fiduciary Committee, to the Board of Directors for the determination of the program of the
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Tab 8.6.3 DBTCA Bylaws
internal audit function and the evaluation of the adequacy of the system of internal controls. Subject to the Board of Directors, the General Auditor shall have and may exercise all the powers and shall perform all the duties usual to such office and shall have such other powers as may be prescribed or assigned to him from time to time by the Board of Directors or vested in him by law or by these By-Laws. He shall perform such other duties and shall make such investigations, examinations and reports as may be prescribed or required by the Audit and Fiduciary Committee. The General Auditor shall have unrestricted access to all records and premises of the Company and shall delegate such authority to his subordinates. He shall have the duty to report to the Audit and Fiduciary Committee on all matters concerning the internal audit program and the adequacy of the system of internal controls of the Company which he deems advisable or which the Audit and Fiduciary Committee may request.
Section 4.13. Managing Directors, Directors and Vice Presidents. If chosen, the Managing Directors, Directors and Vice Presidents, in the order of their seniority, shall, in the absence or disability of the President, exercise all of the powers and duties of the President. Such Managing Directors, Directors and Vice Presidents shall have the power to execute bonds, notes, mortgages and other contracts, agreements and instruments of the Company, and they shall perform such other duties and have such other powers as may be incident to their respective offices and as from time to time may be prescribed by the Board of Directors or the President.
Section 4.14. Duties of Officers may be Delegated. In case of the absence or disability of any officer of the Company, or for any other reason that the Board may deem sufficient, the Board may delegate, for the time being, the powers or duties, or any of them, of such officer to any other officer.
ARTICLE V
INDEMNIFICATION OF DIRECTORS, OFFICERS AND OTHERS
Section 5.01. Power to Indemnify in Actions, Suits or Proceedings other than Those by or in the Right of the Company. Subject to the other provisions of this Article V, and subject to applicable law, the Company shall indemnify any person made or threatened to be made a party to an action or proceeding (other than one by or in the right of the Company to procure a judgment in its favor), whether civil or criminal, including an action by or in the right of any other corporation of any type or kind, domestic or foreign, or any partnership, joint venture, trust, employee benefit plan or other enterprise, which any director or officer of the Company served in any capacity at the request of the Company, by reason of the fact that such person, his or her testator or intestate, was a director or officer of the Company, or served such other corporation, partnership, joint venture, trust, employee benefit plan or other enterprise in any capacity, against judgments, fines, amounts paid in settlement and reasonable expenses, including attorneys’ fees actually and necessarily incurred as a result of such action or proceeding, or any appeal therein, if such director or officer acted, in good faith, for a purpose which such person reasonably believed to be in, or, in the case of service for any other corporation or any partnership, joint venture, trust, employee benefit plan or other enterprise, not opposed to, the best interests of the Company, and had no reasonable cause to believe that such person’s conduct was unlawful.
Section 5.02. Power to Indemnify in Actions, Suits or Proceedings by or in the Right of the Company. Subject to the other provisions of this Article V, and subject to applicable law, the Company shall indemnify any person made, or threatened to be made, a party to an action by or in the right of the Company to procure a judgment in its favor by reason of the fact that such person, his or her testator or intestate, is or was a director or officer of the Company, or is or was serving at the request of the Company as a director or officer of any other corporation of any type or kind, domestic or foreign, of any partnership, joint venture, trust, employee benefit plan or other enterprise,
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Tab 8.6.3 DBTCA Bylaws
against amounts paid in settlement and reasonable expenses, including attorneys’ fees, actually and necessarily incurred by such person in connection with the defense or settlement of such action, or in connection with an appeal therein, if such director or officer acted, in good faith, for a purpose which he reasonably believed to be in, or, in the case of service for any other corporation or any partnership, joint venture, trust, employee benefit plan or other enterprise, not opposed to, the best interests of the Company, except that no indemnification under this Section 5.02 shall be made in respect of (a) a threatened action, or a pending action which is settled or otherwise disposed of, or (b) any claim, issue or matter as to which such person shall have been adjudged to be liable to the Company, unless and only to the extent that the court in which the action was brought, or, if no action was brought, any court of competent jurisdiction, determines upon application that, in view of all the circumstances of the case, the person is fairly and reasonably entitled to indemnity for such portion of the settlement amount and expenses as the court deems proper.
Section 5.03. Authorization of Indemnification. Any indemnification under this Article V (unless ordered by a court) shall be made by the Company only if authorized in the specific case (i) by the Board acting by a quorum consisting of directors who are not parties to such action or proceeding upon a finding that the director or officer has met the standard of conduct set forth in Section 5.01 or Section 5.02, as the case may be; or (ii) if a quorum is not obtainable or, even if obtainable, a quorum of disinterested directors so directs, (x) by the Board upon the opinion in writing of independent legal counsel that indemnification is proper in the circumstances because the applicable standard of conduct set forth in Section 5.01 or Section 5.02, as the case may be, has been met by such director or officer; or (y) by the stockholders upon a finding that the director or officer has met the applicable standard of conduct set forth in Section 5.01 or Section 5.02, as the case may be. A person who has been successful on the merits or otherwise, in the defense of a civil or criminal action or proceeding of the character described in Sections 5.01 or 5.02, shall be entitled to indemnification as authorized in such section.
Section 5.04. Good Faith Defined. For purposes of any determination under Section 5.03, a person shall be deemed to have acted in good faith and in a manner such person reasonably believed to be in or not opposed to the best interests of the Company, or to have had no reasonable cause to believe such person’s conduct was unlawful, if such person’s action is based on the records or books of account of the Company or another enterprise, or on information supplied to such person by the officers of the Company or another enterprise in the course of their duties, or on the advice of legal counsel for the Company or another enterprise or on information or records given or reports made to the Company or another enterprise by an independent certified public accountant or by an appraiser or other expert selected with reasonable care by the Company or another enterprise. The provisions of this Section 5.04 shall not be deemed to be exclusive or to limit in any way the circumstances in which a person may be deemed to have met the applicable standard of conduct set forth in Section 5.01 or Section 5.02, as the case may be.
Section 5.05. Serving an Employee Benefit Plan on behalf of the Company. For the purpose of this Article V, the Company shall be deemed to have requested a person to serve an employee benefit plan where the performance by such person of his duties to the Company also imposes duties on, or otherwise involves services by, such person to the plan or participants or beneficiaries of the plan; excise taxes assessed on a person with respect to an employee benefit plan pursuant to applicable law shall be considered fines; and action taken or omitted by a person with respect to an employee benefit plan in the performance of such person’s duties for a purpose reasonably believed by such person to be in the interest of the participants and beneficiaries of the plan shall be deemed to be for a purpose which is not opposed to the best interests of the Company.
Section 5.06. Indemnification upon Application to a Court. Notwithstanding the failure of the Company to provide indemnification and despite any contrary resolution of the Board or stockholders under Section 5.03, or in the event that no determination has been made within ninety
| - 7 - | ||||
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Tab 8.6.3 DBTCA Bylaws
days after receipt of the Company of a written claim therefor, upon application to a court by a director or officer, indemnification shall be awarded by a court to the extent authorized in Section 5.01 or Section 5.02. Such application shall be upon notice to the Company. Neither a contrary determination in the specific case under Section 5.03 nor the absence of any determination thereunder shall be a defense to such application or create a presumption that the director or officer seeking indemnification has not met any applicable standard of conduct.
Section 5.07. Expenses Payable in Advance. Subject to the other provisions of this Article V, and subject to applicable law, expenses incurred in defending a civil or criminal action or proceeding may be paid by the Company in advance of the final disposition of such action or proceeding upon receipt of an undertaking by or on behalf of such director or officer to repay such amount (i) if it shall ultimately be determined that such person is not entitled to be indemnified by the Company as authorized in this Article V, (ii) where indemnification is granted, to the extent expenses so advanced by the Company or allowed by a court exceed the indemnification to which such person is entitled and (iii) upon such other terms and conditions, if any, as the Company deems appropriate. Any such advancement of expenses shall be made in the sole and absolute discretion of the Company only as authorized in the specific case upon a determination made, with respect to a person who is a director or officer at the time of such determination, (i) by the Board acting by a quorum consisting of directors who are not parties to such action or proceeding, or (ii) if a quorum is not obtainable or, even if obtainable, if a quorum of disinterested directors so directs, (x) by the Board upon the opinion in writing of independent legal counsel or (y) by the stockholders and, with respect to former directors and officers, by any person or persons having the authority to act on the matter on behalf of the Company. Without limiting the foregoing, the Company reserves the right in its sole and absolute discretion to revoke at any time any approval previously granted in respect of any such request for the advancement of expenses or to, in its sole and absolute discretion, impose limits or conditions in respect of any such approval.
Section 5.08. Nonexclusivity of Indemnification and Advancement of Expenses. The indemnification and advancement of expenses granted pursuant to, or provided by, this Article V shall not be deemed exclusive of any other rights to which a director or officer seeking indemnification or advancement of expenses may be entitled whether contained in the Company’s Organization Certificate, these By-Laws or, when authorized by the Organization Certificate or these By-Laws, (i) a resolution of stockholders, (ii) a resolution of directors, or (iii) an agreement providing for such indemnification, provided that no indemnification may be made to or on behalf of any director or officer if a judgment or other final adjudication adverse to the director or officer establishes that his acts were committed in bad faith or were the result of active and deliberate dishonesty and were material to the cause of action so adjudicated, or that he personally gained in fact a financial profit or other advantage to which he was not legally entitled. Nothing contained in this Article V shall affect any rights to indemnification to which corporate personnel other than directors and officers may be entitled by contract or otherwise under law.
Section 5.09. Insurance. Subject to the other provisions of this Article V, the Company may purchase and maintain insurance (in a single contract or supplement thereto, but not in a retrospective rated contract): (i) to indemnify the Company for any obligation which it incurs as a result of the indemnification of directors and officers under the provisions of this Article V, (ii) to indemnify directors and officers in instances in which they may be indemnified by the Company under the provisions of this Article V and applicable law, and (iii) to indemnify directors and officers in instances in which they may not otherwise be indemnified by the Company under the provisions of this Article V, provided the contract of insurance covering such directors and officers provides, in a manner acceptable to the New York Superintendent of Financial Services, for a retention amount and for co-insurance. Notwithstanding the foregoing, any such insurance shall be subject to the provisions of, and the Company shall comply with the requirements set forth in, Section 7023 of the New York State Banking Law.
| - 8 - | ||||
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Tab 8.6.3 DBTCA Bylaws
Section 5.10. Limitations on Indemnification and Insurance. All indemnification and insurance provisions contained in this Article V are subject to any limitations and prohibitions under applicable law, including but not limited to Section 7022 (with respect to indemnification, advancement or allowance) and Section 7023 (with respect to insurance) of the New York State Banking Law and the Federal Deposit Insurance Act (with respect to administrative proceedings or civil actions initiated by any federal banking agency). Notwithstanding anything contained in this Article V to the contrary, no indemnification, advancement or allowance shall be made (i) to or on behalf of any director or officer if a judgment or other final adjudication adverse to the director or officer establishes that his acts were committed in bad faith or were the result of active and deliberate dishonesty and were material to the cause of action so adjudicated, or that he personally gained in fact a financial profit or other advantage to which he was not legally entitled, or (ii) in any circumstance where it appears (a) that the indemnification would be inconsistent with a provision of the Company’s Organization Certificate, these By-Laws, a resolution of the Board or of the stockholders, an agreement or other proper corporate action, in effect at the time of the accrual of the alleged cause of action asserted in the threatened or pending action or proceeding in which the expenses were incurred or other amounts were paid, which prohibits or otherwise limits indemnification; or (b) if there has been a settlement approved by the court, that the indemnification would be inconsistent with any condition with respect to indemnification expressly imposed by the court in approving the settlement.
Notwithstanding anything contained in this Article V to the contrary, but subject to any requirements of applicable law, (i) except for proceedings to enforce rights to indemnification (which shall be governed by Section 5.06), the Company shall not be obligated to indemnify any director or officer (or his testators intestate) or advance expenses in connection with a proceeding (or part thereof) initiated by such person unless such proceeding (or part thereof) was authorized or consented to by the Board of Directors of the Company, (ii) with respect to indemnification or advancement of expenses relating to attorneys’ fees under this Article V, counsel for the present or former director or officer must be reasonably acceptable to the Company (and the Company may, in its sole and absolute discretion, establish a panel of approved law firms for such purpose, out of which the present or former director or officer could be required to select an approved law firm to represent him), (iii) indemnification in respect of amounts paid in settlement shall be subject to the prior consent of the Company (not to be unreasonably withheld), (iv) any and all obligations of the Corporation under this Article V shall be subject to applicable law, (v) in no event shall any payments pursuant to this Article V be made if duplicative of any indemnification or advancement of expenses or other reimbursement available to the applicable director or officer (other than for coverage maintained by such person in his individual capacity), and (vi) no indemnification or advancement of expenses shall be provided under these By-Laws to any person in respect of any expenses, judgments, fines or amounts paid in settlement to the extent incurred by such person in his capacity or position with another entity (including, without limitation, an entity that is a stockholder of the Company or any of the branches or affiliates of such stockholder), except as expressly provided in these By-Laws in respect of such person’s capacity and position as a director or officer of the Company or such person is a director or officer of the Company serving at the request of the Company as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise.
Section 5.11. Indemnification of Other Persons. The Company may, to the extent authorized from time to time by the Board of Directors, provide rights to indemnification and to the advancement of expenses (whether pursuant to an adoption of a policy or otherwise) to employees and agents of the Company (whether similar to those conferred in this Article V upon directors and officers of the Company or on other terms and conditions authorized from time to time by the Board of Directors), as well as to employees of direct and indirect subsidiaries of the Company and to other persons (or categories of persons) approved from time to time by the Board of Directors.
| - 9 - | ||||
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Tab 8.6.3 DBTCA Bylaws
Section 5.12. Repeal. Any repeal or modification of this Article V shall not adversely affect any rights to indemnification and to the advancement of expenses of a director, officer, employee or agent of the Company existing at the time of such repeal or modification with respect to any acts or omissions occurring prior to such repeal or modification.
ARTICLE VI
CAPITAL STOCK
Section 6.01. Certificates. The interest of each stockholder of the Company shall be evidenced by certificates for shares of stock in such form as the Board of Directors may from time to time prescribe. The certificates of stock shall be signed by the Chairman of the Board or the President or a Managing Director or a Director or a Vice President and by the Secretary, or the Treasurer, or an Assistant Secretary, or an Assistant Treasurer, sealed with the seal of the Company or a facsimile thereof, and countersigned and registered in such manner, if any, as the Board of Directors may by resolution prescribe. Where any such certificate is countersigned by a transfer agent other than the Company or its employee, or registered by a registrar other than the Company or its employee, the signature of any such officer may be a facsimile signature. In case any officer or officers who shall have signed, or whose facsimile signature or signatures shall have been used on, any such certificate or certificates shall cease to be such officer or officers of the Company, whether because of death, resignation, retirement, disqualification, removal or otherwise, before such certificate or certificates shall have been delivered by the Company, such certificate or certificates may nevertheless be adopted by the Company and be issued and delivered as though the person or persons who signed such certificate or certificates or whose facsimile signature or signatures shall have been used thereon had not ceased to be such officer or officers of the Company.
Section 6.02. Transfer. The shares of stock of the Company shall be transferred only upon the books of the Company by the holder thereof in person or by his attorney, upon surrender for cancellation of certificates for the same number of shares, with an assignment and power of transfer endorsed thereon or attached thereto, duly executed, with such proof of the authenticity of the signature as the Company or its agents may reasonably require.
Section 6.03. Record Dates. The Board of Directors may fix in advance a date, not less than 10 nor more than 50 days preceding the date of any meeting of stockholders, or the date for the payment of any dividend, or the date for the distribution or allotment of any rights, or the date when any change, conversion or exchange of capital stock shall go into effect, as a record date for the determination of the stockholders entitled to notice of, and to vote at, any such meeting, or entitled to receive payment of any such dividend, or to receive any distribution or allotment of such rights, or to exercise the rights in respect of any such change, conversion or exchange of capital stock, and in such case only such stockholders as shall be stockholders of record on the date so fixed shall be entitled to such notice of, and to vote at, such meeting, or to receive payment of such dividend, or to receive such distribution or allotment or rights or to exercise such rights, as the case may be, notwithstanding any transfer of any stock on the books of the Company after any such record date fixed as aforesaid.
Section 6.04. Lost Certificates. In the event that any certificate of stock is lost, stolen, destroyed or mutilated, the Board of Directors may authorize the issuance of a new certificate of the same tenor and for the same number of shares in lieu thereof. The Board may in its discretion, before the issuance of such new certificate, require the owner of the lost, stolen, destroyed or mutilated certificate or the legal representative of the owner to make an affidavit or affirmation setting forth such facts as to the loss, destruction or mutilation as it deems necessary and to give the Company a bond in such reasonable sum as it directs to indemnify the Company.
| - 10 - | ||||
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Tab 8.6.3 DBTCA Bylaws
ARTICLE VII
CHECKS, NOTES, ETC.
Section 7.01. Checks, Notes, Etc. All checks and drafts on the Company’s bank accounts and all bills of exchange and promissory notes, and all acceptances, obligations and other instruments for the payment of money, may be signed by the President or any Managing Director or any Director or any Vice President and may also be signed by such other officer or officers, agent or agents, as shall be thereunto authorized from time to time by the Board of Directors.
ARTICLE VIII
MISCELLANEOUS PROVISIONS
Section 8.01. Fiscal Year. The fiscal year of the Company shall be from January 1 to December 31, unless changed by the Board of Directors.
Section 8.02. Books. There shall be kept at such office of the Company as the Board of Directors shall determine, within or without the State of New York, correct books and records of account of all its business and transactions, minutes of the proceedings of its stockholders, Board of Directors and committees, and the stock book, containing the names and addresses of the stockholders, the number of shares held by them, respectively, and the dates when they respectively became the owners of record thereof, and in which the transfer of stock shall be registered, and such other books and records as the Board of Directors may from time to time determine.
Section 8.03. Voting of Stock. Unless otherwise specifically authorized by the Board of Directors, all stock owned by the Company, other than stock of the Company, shall be voted, in person or by proxy, by the President or any Managing Director or any Director or any Vice President of the Company on behalf of the Company.
ARTICLE IX
AMENDMENTS
Section 9.01. Amendments. The vote of the holders of at least a majority of the shares of stock of the Company issued and outstanding and entitled to vote shall be necessary at any meeting of stockholders to amend or repeal these By-Laws or to adopt new by-laws. These By-Laws may also be amended or repealed, or new by-laws adopted, at any meeting of the Board of Directors by the vote of at least a majority of the entire Board, provided that any by-law adopted by the Board may be amended or repealed by the stockholders in the manner set forth above.
Any proposal to amend or repeal these By-Laws or to adopt new by-laws shall be stated in the notice of the meeting of the Board of Directors or the stockholders or in the waiver of notice thereof, as the case may be, unless all of the directors or the holders of record of all of the shares of stock of the Company issued and outstanding and entitled to vote are present at such meeting.
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| Joint DB USA and DBTC/A Board Meeting - May 1, 2025 | 427 | |||
Exhibit 7
| Board of Governors of the Federal Reserve System | OMB Number 7100-0036 | |||
| Federal Deposit Insurance Corporation | OMB Number 3064-0052 | |||
| Office of the Comptroller of the Currency | OMB Number 1557-0081 | |||
| Approval expires February 28, 2029 | ||||
| Page 1 of 86 |
, Federal Financial Institutions Examination Council
|
|
Consolidated Reports of Condition and Income for a Bank with Domestic Offices Only—FFIEC 041 |
Report at the close of business March 31, 2026
This report is required by law: 12 U.S.C. § 324 (State member banks); 12 U.S.C. §1817 (State nonmember banks); 12 U.S.C. §161 (National banks); and 12 U.S.C. §1464 (Savings associations).
Unless the context indicates otherwise, the term “bank” in this report form refers to both banks and savings associations.
| 20260331 | ||||
| (RCON 9999) |
This report form is to be filed by banks with domestic offices only and total consolidated assets of less than $100 billion, except those banks that file the FFIEC 051, and those banks that are advanced approaches institutions for regulatory capital purposes that are required to file the FFIEC 031.
NOTE: Each bank’s board of directors and senior management are responsible for establishing and maintaining an effective system of internal control, including controls over the Reports of Condition and Income. The Reports of Condition and Income are to be prepared in accordance with federal regulatory authority instructions. The Reports of Condition and Income must be signed by the Chief Financial Officer (CFO) of the reporting bank (or by the individual performing an equivalent function) and attested to by not less than two directors (trustees) for state nonmember banks and three directors for state member banks, national banks, and savings associations.
I, the undersigned CFO (or equivalent) of the named bank, attest that the Reports of Condition and Income (including the supporting
schedules) for this report date have been prepared in conformance with the instructions issued by the appropriate Federal regulatory authority and are true and correct to the best of my knowledge and belief.
We, the undersigned directors (trustees), attest to the correctness of the Reports of Condition and Income (including the supporting schedules) for this report date and declare that the Reports of Condition and Income have been examined by us and to the best of our knowledge and belief have been prepared in conformance with the instructions issued by the appropriate Federal regulatory authority and are true and correct.
| Director (Trustee) |
| Signature of Chief Financial Officer (or Equivalent) |
|
04/30/2026 |
| Date of Signature |
| Director (Trustee) |
|
|
| Director (Trustee) |
Submission of Reports
Each bank must file its Reports of Condition and Income (Call Report) data by either:
| (a) | Using computer software to prepare its Call Report and then submitting the report data directly to the FFIEC’s Central Data Repository (CDR), an Internet-based system for data collection (https://cdr.ffiec.gov/cdr/), or |
| (b) | Completing its Call Report in paper form and arranging with a software vendor or another party to convert the data into the electronic format that can be processed by the CDR. The software vendor or other party then must electronically submit the bank’s data file to the CDR. |
For technical assistance with submissions to the CDR, please contact the CDR Help Desk by telephone at (888) CDR-3111, by fax at (703) 774-3946, or by e-mail at cdr.help@cdr.ffiec.gov.
| FDIC Certificate Number | 623 | |||
| (RSSD 9050) |
To fulfill the signature and attestation requirement for the Reports of Condition and Income for this report date, attach your bank’s completed signature page (or a photocopy or a computer generated version of this page) to the hard-copy record of the data file submitted to the CDR that your bank must place in its files.
The appearance of your bank’s hard-copy record of the submitted data file need not match exactly the appearance of the FFIEC’s sample report forms, but should show at least the caption of each Call Report item and the reported amount.
| DEUTSCHE BANK TRUST COMPANY AMERICAS | ||||
| Legal Title of Bank (RSSD 9017) | ||||
| New York | ||||
| City (RSSD 9130) | ||||
| NY | 10019 | |||
| State Abbreviation (RSSD 9200) | Zip Code (RSSD 9220) | |||
| Legal Entity Identifier (LEI) | ||||
| 8EWQ2UQKS07AKK8ANH81 | ||||
| (Report only if your institution already has an LEI.) (RCON 9224) | ||||
The estimated average burden associated with this information collection is 55.56 hours per respondent and is expected to vary by institution, depending on individual circumstances. Burden estimates include the time for reviewing instructions, gathering and maintaining data in the required form, and completing the information collection, but exclude the time for compiling and maintaining business records in the normal course of a respondent’s activities. A Federal agency may not conduct or sponsor, and an organization (or a person) is not required to respond to a collection of information, unless it displays a currently valid OMB control number. Comments concerning the accuracy of this burden estimate and suggestions for reducing this burden should be directed to the Office of Information and Regulatory Affairs, Office of Management and Budget, Washington, DC 20503, and to one of the following: Secretary, Board of Governors of the Federal Reserve System, 20th and C Streets, NW, Washington, DC 20551; Legislative and Regulatory Analysis Division, Office of the Comptroller of the Currency, Washington, DC 20219; Assistant Executive Secretary, Federal Deposit Insurance Corporation, Washington, DC 20429.
06/2012
03/2026
| FFIEC 041 | ||||
| Page 16 of 86 | ||||
| RC-1 |
Consolidated Report of Condition for Insured Banks
’ and Savings Associations for March 31, 2026
All schedules are to be reported in thousands of dollars. Unless otherwise indicated, report the amount outstanding as of the last business day of the quarter.
Schedule RC—Balance Sheet
| Dollar Amounts in Thousands | RCON | Amount | ||||||||||||||
| Assets |
||||||||||||||||
| 1. Cash and balances due from depository institutions (from Schedule RC-A): |
||||||||||||||||
| a. Noninterest-bearing balances and currency and coin (1) |
|
0081 | 38,000 | 1.a. | ||||||||||||
| b. Interest-bearing balances (2) |
0071 | 15,087,000 | 1.b. | |||||||||||||
| 2. Securities: |
||||||||||||||||
| a. Held-to-maturity securities (from Schedule RC-B, column A) (3) |
|
JJ34 | 0 | 2.a. | ||||||||||||
| b. Available-for-sale debt securities (from Schedule RC-B, column D) |
|
1773 | 403,000 | 2.b. | ||||||||||||
| c. Equity securities with readily determinable fair values not held for trading (4) |
|
JA22 | 0 | 2.c. | ||||||||||||
| 3. Federal funds sold and securities purchased under agreements to resell: |
||||||||||||||||
| a. Federal funds sold |
B987 | 0 | 3.a. | |||||||||||||
| b. Securities purchased under agreements to resell (5, 6) |
B989 | 6,920,000 | 3.b. | |||||||||||||
| 4. Loans and lease financing receivables (from Schedule RC-C): |
||||||||||||||||
| a. Loans and leases held for sale |
|
5369 | 0 | 4.a. | ||||||||||||
| b. Loans and leases held for investment |
B528 | 15,708,000 | 4.b. | |||||||||||||
| c. LESS: Allowance for credit losses on loans and leases |
3123 | 35,000 | 4.c. | |||||||||||||
| d. Loans and leases held for investment, net of allowance (item 4.b minus 4.c) |
|
B529 | 15,673,000 | 4.d. | ||||||||||||
| 5. Trading assets (from Schedule RC-D) |
|
3545 | 0 | 5. | ||||||||||||
| 6. Premises and fixed assets (including right-of-use assets) |
|
2145 | 1,000 | 6. | ||||||||||||
| 7. Other real estate owned (from Schedule RC-M) |
|
2150 | 0 | 7. | ||||||||||||
| 8. Investments in unconsolidated subsidiaries and associated companies |
|
2130 | 0 | 8. | ||||||||||||
| 9. Direct and indirect investments in real estate ventures |
3656 | 0 | 9. | |||||||||||||
| 10. Intangible assets (from Schedule RC-M) |
2143 | 1,000 | 10. | |||||||||||||
| 11. Other assets (from Schedule RC-F) (6) |
|
2160 | 1,622,000 | 11. | ||||||||||||
| 12. Total assets (sum of items 1 through 11) |
|
2170 | 39,745,000 | 12. | ||||||||||||
| Liabilities |
||||||||||||||||
| 13. Deposits: |
||||||||||||||||
| a. In domestic offices (sum of totals of columns A and C from Schedule RC-E) |
2200 | 27,713,000 | 13.a. | |||||||||||||
| (1) Noninterest-bearing (7) |
6631 | 7,594,000 | 13.a.(1) | |||||||||||||
| (2) Interest-bearing |
6636 | 20,119,000 | 13.a.(2) | |||||||||||||
| b. Not applicable |
||||||||||||||||
| 14. Federal funds purchased and securities sold under agreements to repurchase: |
||||||||||||||||
| a. Federal funds purchased (8) |
B993 | 0 | 14.a. | |||||||||||||
| b. Securities sold under agreements to repurchase (9) |
|
B995 | 0 | 14.b. | ||||||||||||
| 15. Trading liabilities (from Schedule RC-D) |
|
3548 | 0 | 15. | ||||||||||||
| 16. Other borrowed money (includes mortgage indebtedness) (from Schedule RC-M) |
3190 | 0 | 16. | |||||||||||||
| 17. and 18. Not applicable |
||||||||||||||||
| 19. Subordinated notes and debentures (10) |
|
3200 | 0 | 19. | ||||||||||||
| 1. | Includes cash items in process of collection and unposted debits. |
| 2. | Includes time certificates of deposit not held for trading. |
| 3. | Institutions should report in item 2.a amounts net of any applicable allowance for credit losses, and item 2.a should equal Schedule RC-B, item 8, column A, less Schedule RI-B, Part II, item 7, column B. |
| 4. | Item 2.c is to be completed by all institutions. See the instructions for this item and the Glossary entry for “Securities Activities” for further detail on accounting for investments in equity securities. |
| 5. | Includes all securities resale agreements, regardless of maturity. |
| 6. | Institutions should report in items 3.b and 11 amounts net of any applicable allowance for credit losses. |
| 7. | Includes noninterest-bearing demand, time, and savings deposits. |
| 8. | Report overnight Federal Home Loan Bank advances in Schedule RC, item 16, “Other borrowed money.” |
| 9. | Includes all securities repurchase agreements, regardless of maturity. |
| 10. | Includes limited-life preferred stock and related surplus. |
06/2012
03/2026
| FFIEC 041 | ||||
| Page 17 of 86 | ||||
| RC-2 |
Schedule RC—Continued
| Dollar Amounts in Thousands | RCON | Amount | ||||||||
| Liabilities—continued |
||||||||||
| 20. Other liabilities (from Schedule RC-G) |
2930 | 2,170,000 | 20. | |||||||
| 21. Total liabilities (sum of items 13 through 20) |
2948 | 29,883,000 | 21. | |||||||
| 22. Not applicable |
||||||||||
| Equity Capital |
||||||||||
| Bank Equity Capital |
||||||||||
| 23. Perpetual preferred stock and related surplus |
3838 | 0 | 23. | |||||||
| 24. Common stock |
3230 | 2,127,000 | 24. | |||||||
| 25. Surplus (exclude all surplus related to preferred stock) |
3839 | 932,000 | 25. | |||||||
| 26. a. Retained earnings |
3632 | 6,853,000 | 26.a. | |||||||
| b. Accumulated other comprehensive income (1) |
B530 | (50,000) | 26.b. | |||||||
| c. Other equity capital components (2) |
A130 | 0 | 26.c. | |||||||
| 27. a. Total bank equity capital (sum of items 23 through 26.c) |
3210 | 9,862,000 | 27.a. | |||||||
| b. Noncontrolling (minority) interests in consolidated subsidiaries |
3000 | 0 | 27.b. | |||||||
| 28. Total equity capital (sum of items 27.a and 27.b) |
G105 | 9,862,000 | 28. | |||||||
| 29. Total liabilities and equity capital (sum of items 21 and 28) |
3300 | 39,745,000 | 29. | |||||||
| Memoranda | ||||||||||
| To be reported with the March Report of Condition. | ||||||||||
| 1. | Indicate in the box at the right the number of the statement below that best describes the most comprehensive level of auditing work performed for the bank by independent external auditors as of any date during 2025 | |||||||||
| RCON | Number | |||||||||
| 6724 | 2a | M.1. | ||||||||
| 1a = | An integrated audit of the reporting institution’s financial statements and its internal control over financial reporting conducted in accordance with the standards of the American Institute of Certified Public Accountants (AICPA) or Public Company Accounting Oversight Board (PCAOB) by an independent public accountant that submits a report on the institution |
| 1b = | An audit of the reporting institution’s financial statements only conducted in accordance with the auditing standards of the AICPA or the PCAOB by an independent public accountant that submits a report on the institution |
| 2a = | An integrated audit of the reporting institution’s parent holding company’s consolidated financial statements and its internal control over financial reporting conducted in accordance with the standards of the AICPA or the PCAOB by an independent public accountant that submits a report on the consolidated holding company (but not on the institution separately) |
| 2b = | An audit of the reporting institution’s parent holding company’s consolidated financial statements only conducted in accordance with the auditing standards of the AICPA or the PCAOB by an independent public accountant that submits a report on the consolidated holding company (but not on the institution separately) |
| 3 = | This number is not to be used |
| 4 = | Directors’ examination of the bank conducted in accordance with generally accepted auditing standards by a certified public accounting firm (may be required by state-chartering authority) |
| 5 = | Directors’ examination of the bank performed by other external auditors (may be required by state-chartering authority) |
| 6 = | Review of the bank’s financial statements by external auditors |
| 7 = | Compilation of the bank’s financial statements by external auditors |
| 8 = | Other audit procedures (excluding tax preparation work) |
| 9 = | No external audit work |
| To be reported with the March Report of Condition. |
RCON | Date | ||||||||
| 2. Bank’s fiscal year-end date (report the date in MMDD format) |
8678 | 1231 | M.2. |
| 1. | Includes, but is not limited to, net unrealized holding gains (losses) on available-for-sale securities, accumulated net gains (losses) on cash flow hedges, and accumulated defined benefit pension and other postretirement plan adjustments. |
| 2. | Includes treasury stock and unearned Employee Stock Ownership Plan shares. |
06/2012