ANDE 10-Q
Andersons, Inc. (ANDE)
10-Q
2026-08-04
For: 2026-06-30
View Original
Added on
August 04, 2026
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
| QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |||||
For the quarterly period ended 06/30/2026
| TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |||||
For the transition period from to .
Commission file number 000-20557
THE ANDERSONS, INC.
(Exact name of the registrant as specified in its charter)
| (State of incorporation or organization) | (I.R.S. Employer Identification No.) | ||||||||||
| (Address of principal executive offices) | (Zip Code) | ||||||||||
(419 ) 893-5050
(Telephone Number)
| Securities registered pursuant to Section 12(b) of the Act: | ||||||||||||||
| Title of each class: | Trading Symbol | Name of each exchange on which registered: | ||||||||||||
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ý No ¨
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ý No ¨
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and "emerging growth company" in Rule 12b-2 of the Exchange Act.
| ý | Accelerated filer | ☐ | |||||||||
| Non-accelerated filer | ☐ | Smaller reporting company | |||||||||
| Emerging growth company | |||||||||||
| If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. | ☐ | ||||||||||
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act) Yes ☐ No ý
The registrant had 33,975,570 common shares outstanding at July 31, 2026.
THE ANDERSONS, INC.
INDEX
| Page No. | |||||
| PART I. FINANCIAL INFORMATION | |||||
| PART II. OTHER INFORMATION | |||||
Part I. Financial Information
Item 1. Financial Statements
The Andersons, Inc.
Condensed Consolidated Statements of Operations (Unaudited)
(In thousands, except per share data)
| Three months ended June 30, | Six months ended June 30, | ||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||
| Sales and merchandising revenues | $ | $ | $ | $ | |||||||||||||||||||
| Cost of sales and merchandising revenues | |||||||||||||||||||||||
| Gross profit | |||||||||||||||||||||||
| Operating, administrative and general expenses | |||||||||||||||||||||||
| Interest expense, net | |||||||||||||||||||||||
Other income, net | |||||||||||||||||||||||
Income before income taxes | |||||||||||||||||||||||
Income tax provision | |||||||||||||||||||||||
Net income | |||||||||||||||||||||||
Net (loss) income attributable to noncontrolling interests | ( | ( | |||||||||||||||||||||
Net income attributable to The Andersons, Inc. | $ | $ | $ | $ | |||||||||||||||||||
| Average number of shares outstanding - basic | |||||||||||||||||||||||
| Average number of shares outstanding - diluted | |||||||||||||||||||||||
Earnings per share attributable to The Andersons, Inc. common shareholders: | |||||||||||||||||||||||
Basic earnings per share | $ | $ | $ | $ | |||||||||||||||||||
Diluted earnings per share | $ | $ | $ | $ | |||||||||||||||||||
See Notes to Condensed Consolidated Financial Statements.
The Andersons, Inc. | Q2 2026 Form 10-Q | 1
The Andersons, Inc.
Condensed Consolidated Statements of Comprehensive Income (Unaudited)
(In thousands)
| Three months ended June 30, | Six months ended June 30, | ||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||
Net income | $ | $ | $ | $ | |||||||||||||||||||
Other comprehensive (loss) income, net of tax: | |||||||||||||||||||||||
| Change in unrecognized actuarial loss and prior service cost | ( | ( | ( | ( | |||||||||||||||||||
| Foreign currency translation adjustments | ( | ( | |||||||||||||||||||||
| Cash flow hedge activity | ( | ( | |||||||||||||||||||||
Other comprehensive (loss) income | ( | ( | |||||||||||||||||||||
Comprehensive income | |||||||||||||||||||||||
Net (loss) income attributable to noncontrolling interest | ( | ( | |||||||||||||||||||||
| Cash flow hedge activity attributable to noncontrolling interest | ( | ( | |||||||||||||||||||||
Comprehensive (loss) income attributable to noncontrolling interest | ( | ( | |||||||||||||||||||||
Comprehensive income attributable to The Andersons, Inc. | $ | $ | $ | $ | |||||||||||||||||||
See Notes to Condensed Consolidated Financial Statements.
The Andersons, Inc. | Q2 2026 Form 10-Q | 2
The Andersons, Inc.
Condensed Consolidated Balance Sheets (Unaudited)
(In thousands)
| June 30, 2026 | December 31, 2025 | June 30, 2025 | |||||||||||||||
| Assets | |||||||||||||||||
| Current assets: | |||||||||||||||||
| Cash and cash equivalents | $ | $ | $ | ||||||||||||||
| Accounts receivable, net | |||||||||||||||||
| Inventories | |||||||||||||||||
| Commodity derivative assets – current | |||||||||||||||||
| Other current assets | |||||||||||||||||
| Total current assets | |||||||||||||||||
| Property, plant and equipment, net | |||||||||||||||||
| Other assets, net | |||||||||||||||||
| Total assets | $ | $ | $ | ||||||||||||||
| Liabilities and equity | |||||||||||||||||
| Current liabilities: | |||||||||||||||||
| Short-term debt | $ | $ | $ | ||||||||||||||
| Trade and other payables | |||||||||||||||||
| Customer prepayments and deferred revenue | |||||||||||||||||
| Commodity derivative liabilities – current | |||||||||||||||||
| Current maturities of long-term debt | |||||||||||||||||
| Accrued expenses and other current liabilities | |||||||||||||||||
| Total current liabilities | |||||||||||||||||
| Long-term debt, less current maturities | |||||||||||||||||
| Other long-term liabilities | |||||||||||||||||
| Total liabilities | |||||||||||||||||
| Shareholders’ equity: | |||||||||||||||||
Common shares, without par value(a) | |||||||||||||||||
| Additional paid-in-capital | |||||||||||||||||
Treasury shares, at cost(b) | ( | ( | |||||||||||||||
Accumulated other comprehensive income | |||||||||||||||||
| Retained earnings | |||||||||||||||||
| Total shareholders’ equity of The Andersons, Inc. | |||||||||||||||||
| Noncontrolling interests | |||||||||||||||||
| Total equity | |||||||||||||||||
| Total liabilities and equity | $ | $ | $ | ||||||||||||||
(a) 63,000 34,211 , 34,211 and 34,207 shares issued at 6/30/2026, 12/31/2025 and 6/30/2025, respectively.
(b) 194 , 370 and 0 shares at 6/30/2026, 12/31/2025 and 6/30/2025, respectively.
See Notes to Condensed Consolidated Financial Statements.
The Andersons, Inc. | Q2 2026 Form 10-Q | 3
The Andersons, Inc.
Condensed Consolidated Statements of Cash Flows (Unaudited)
(In thousands)
| Six months ended June 30, | |||||||||||
| 2026 | 2025 | ||||||||||
| Operating Activities | |||||||||||
| Net income | $ | $ | |||||||||
Adjustments to reconcile net income to cash provided by (used in) operating activities: | |||||||||||
| Depreciation and amortization | |||||||||||
| Other | |||||||||||
| Changes in operating assets and liabilities: | |||||||||||
| Accounts receivable | ( | ( | |||||||||
| Inventories | |||||||||||
| Commodity derivatives | |||||||||||
| Other current and non-current assets | ( | ( | |||||||||
| Payables and other current and non-current liabilities | ( | ( | |||||||||
Net cash provided by (used in) operating activities | ( | ||||||||||
| Investing Activities | |||||||||||
| Purchases of property, plant and equipment and capitalized software | ( | ( | |||||||||
| Insurance proceeds | |||||||||||
| Other | |||||||||||
Net cash used in investing activities | ( | ( | |||||||||
| Financing Activities | |||||||||||
Net proceeds (payments) under short-term lines of credit | ( | ||||||||||
| Proceeds from issuance of long-term debt | |||||||||||
| Payments of long-term debt | ( | ( | |||||||||
| Value of shares withheld for taxes | ( | ( | |||||||||
| Dividends paid | ( | ( | |||||||||
| Payments of debt issuance costs | ( | ( | |||||||||
| Common stock repurchased | ( | ( | |||||||||
| Distributions to noncontrolling interests | ( | ||||||||||
Net cash used in financing activities | ( | ( | |||||||||
| Effect of exchange rates on cash and cash equivalents | ( | ||||||||||
Decrease in cash and cash equivalents | ( | ( | |||||||||
| Cash and cash equivalents at beginning of period | |||||||||||
| Cash and cash equivalents at end of period | $ | $ | |||||||||
See Notes to Condensed Consolidated Financial Statements.
The Andersons, Inc. | Q2 2026 Form 10-Q | 4
The Andersons, Inc.
Condensed Consolidated Statements of Equity (Unaudited)
(In thousands, except per share data)
| Three months ended June 30, | Six months ended June 30, | |||||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | |||||||||||||||||||||||
| Total Shareholders equity, beginning balances | $ | $ | $ | $ | ||||||||||||||||||||||
| Common shares, without par value | ||||||||||||||||||||||||||
| Beginning of period | ||||||||||||||||||||||||||
| Issuance of common shares under share-based payment plans | ||||||||||||||||||||||||||
| End of period | ||||||||||||||||||||||||||
| Additional Paid-in Capital | ||||||||||||||||||||||||||
| Beginning of period | ||||||||||||||||||||||||||
| Issuance of common shares under share-based payment plans | ( | ( | ( | ( | ||||||||||||||||||||||
| Stock compensation expense | ||||||||||||||||||||||||||
| End of period | ||||||||||||||||||||||||||
| Treasury Shares | ||||||||||||||||||||||||||
| Beginning of period | ( | ( | ( | |||||||||||||||||||||||
| Issuance of common shares under share-based payment plans | ||||||||||||||||||||||||||
| Shares withheld related to net settlement of equity awards | ( | ( | ( | ( | ||||||||||||||||||||||
| Purchase of treasury shares | ( | ( | ( | |||||||||||||||||||||||
| End of period | ( | ( | ||||||||||||||||||||||||
| Accumulated Other Comprehensive Income | ||||||||||||||||||||||||||
| Beginning of period | ||||||||||||||||||||||||||
| Other comprehensive (loss) income | ( | ( | ||||||||||||||||||||||||
| End of period | ||||||||||||||||||||||||||
| Retained Earnings | ||||||||||||||||||||||||||
| Beginning of period | ||||||||||||||||||||||||||
| Net income attributable to The Andersons, Inc. | ||||||||||||||||||||||||||
| Dividends and dividend equivalents declared | ( | ( | ( | ( | ||||||||||||||||||||||
| End of period | ||||||||||||||||||||||||||
| Noncontrolling Interests | ||||||||||||||||||||||||||
| Beginning of period | ||||||||||||||||||||||||||
Net (loss) income attributable to noncontrolling interests | ( | ( | ||||||||||||||||||||||||
| Other comprehensive income attributable to noncontrolling interests | ( | |||||||||||||||||||||||||
| Distributions to noncontrolling interests | ( | ( | ||||||||||||||||||||||||
| End of period | ||||||||||||||||||||||||||
| Total Shareholders equity, ending balances | $ | $ | $ | $ | ||||||||||||||||||||||
| Dividends declared per share | $ | $ | $ | $ | ||||||||||||||||||||||
See Notes to Condensed Consolidated Financial Statements.
The Andersons, Inc. | Q2 2026 Form 10-Q | 5
The Andersons, Inc.
Notes to Condensed Consolidated Financial Statements
(unaudited)
1. Basis of Presentation and Recently Issued Accounting Standards
The results in these Condensed Consolidated Financial Statements are not necessarily indicative of the results that may be expected for the fiscal year ending December 31, 2026. An unaudited Condensed Consolidated Balance Sheet as of June 30, 2025, has been included as the Company operates in several seasonal industries.
The Condensed Consolidated Balance Sheet data at December 31, 2025, was derived from the audited Consolidated Financial Statements but does not include all disclosures required by GAAP. The accompanying unaudited Condensed Consolidated Financial Statements should be read in conjunction with the Consolidated Financial Statements and notes thereto included in The Andersons, Inc. Annual Report on Form 10-K for the year ended December 31, 2025 (the “2025 Form 10-K”).
The Andersons Marathon Holdings LLC ("TAMH") Equity Acquisition
On July 31, 2025, the Company finalized a unit purchase agreement with MPC Investment LLC ("Marathon") to acquire the remaining 49.9 % ownership interest in TAMH for cash consideration of $425.0 million.
TAMH was comprised of four ethanol production facilities located in Iowa, Indiana, Michigan, and Ohio, with a combined annual production of approximately 500 million gallons. Prior to this transaction, the Company owned a 50.1 % interest in TAMH and managed the facilities under a management agreement, providing services such as corn origination, ethanol marketing, and risk management.
TAMH had previously been classified as the Company’s sole Variable Interest Entity ("VIE"), with the Company identified as the primary beneficiary. As a result, TAMH’s financial results were already consolidated in the Company’s financial statements. Since the entity was previously consolidated, no additional net assets were acquired in the transaction. Accordingly, the acquisition was treated as an equity transaction, impacting Additional paid-in capital, Noncontrolling interests, and Deferred income taxes on the Company’s Condensed Consolidated Balance Sheets.
Following the closing of the transaction, the Company owns 100 % of TAMH. The entity was renamed The Andersons Renewables, LLC and is no longer considered a VIE. Additionally, Marathon, which had been the primary counterparty in related party transactions, is no longer classified as a related party. Any remaining related party activity is considered de minimis.
Inventories
Substantially all of the Company’s inventories consist of commodities and are classified as finished goods. Inventory balances related to manufacturing operations that include work in process or raw materials that are not considered commodities are not significant.
Readily marketable inventories (“RMI”) include agricultural commodity inventories that are carried at net realizable value, which approximates fair value, based on the commodity nature of the inventories, the availability of observable market prices, and established pricing mechanisms. Net realizable value for RMI is determined based on quoted spot prices on commodity exchanges, adjusted for costs of disposal and transportation applicable to the local market.
All inventories other than RMI are stated at the lower of cost or net realizable value. The carrying amount of RMI was $646.1 million, $1,001.3 million, and $496.6 million at June 30, 2026, December 31, 2025, and June 30, 2025, respectively.
The Andersons, Inc. | Q2 2026 Form 10-Q | 6
Asset Impairment
During the second quarter of 2026, the Company recorded a non-cash impairment charge of $10.6 million related to capitalized engineering and design costs associated with its low-carbon strategy as the Company continues to evaluate potential future ethanol plant expansions. Accordingly, management determined that the carrying value of these capitalized costs was not recoverable and estimated their fair value to be negligible. The impairment charge was recorded within Operating, administrative and general expenses in the Company's Renewables segment.
Debt Amendments
On March 20, 2026, the Company completed an amendment to its credit agreement reducing the capacity of the Company's revolving credit facility from $1,550.0 million to $1,300.0 million, repaid an $86.3 million term loan maturing in 2031 and borrowed an equivalent amount under its existing $170.1 million term loan, extending the maturity of that term note to March 20, 2034.
Skyland Grain, LLC ("Skyland"), a 65 % owned consolidated subsidiary of the Company, maintains a revolving credit facility and term loan agreement that are secured by substantially all of Skyland's assets and are non-recourse to the Company and its other subsidiaries.
On June 29, 2026, Skyland entered into an amendment to its credit agreement that provided an additional $10.0 million term loan and modified certain financial covenant requirements. As of June 30, 2026, Skyland had approximately $149.3 million of short-term borrowings and $81.4 million of term debt outstanding, including $9.0 million classified as current maturities of long-term debt.
Management determined that Skyland was not in compliance with the debt service coverage ratio covenant as of June 30, 2026. Subsequent to the measurement date, Skyland received a waiver from the lender related to this covenant violation. Other than the waiver of the noncompliance, no substantive changes were made to the credit agreement, and the lender did not exercise any rights to accelerate repayment of the outstanding debt obligations.
Management evaluated Skyland's projected compliance with its financial covenants through June 30, 2027. Based on projected operating performance, anticipated cash flows, and available borrowing capacity, management believes compliance with the applicable covenant requirements is probable throughout the assessment period. Accordingly, the Company's debt obligations continue to be classified in accordance with the terms of the credit agreement and related waiver. Actual future results could differ from management's forecasts and assumptions and could impact compliance with covenant requirements in future periods.
Accounting Pronouncements Not Yet Adopted
In November 2024, the FASB issued ASU No. 2024-03, Disaggregation of Income Statement Expenses (Subtopic 220-40), which requires the disaggregated disclosure of specific expense categories, including purchases of inventory, employee compensation, depreciation, and amortization, within relevant income statement captions. This ASU also requires disclosure of the total amount of selling expenses along with the definition of selling expenses. The ASU is effective for annual periods beginning after December 15, 2026, and interim periods within fiscal years beginning after December 15, 2027. Adoption of this ASU can either be applied prospectively to consolidated financial statements issued for reporting periods after the effective date of this ASU or retrospectively to any or all prior periods presented in the consolidated financial statements. Early adoption is also permitted. This ASU will likely result in the required additional disclosures being included in the Company's financial statements, once adopted. We are currently evaluating the provisions of this ASU.
In December 2025, the FASB issued ASU No. 2025‑10, Government Grants (Topic 832): Accounting for Government Grants Received by Business Entities, which establishes authoritative GAAP guidance on the recognition, measurement, and presentation of government grants received by business entities. The ASU defines the scope of government grants, prescribes recognition only when it is probable that the entity will comply with grant conditions and that the grant will be received, and outlines the appropriate timing of recognition for both asset‑related and income‑related grants. The ASU is effective for public business entities for annual periods beginning after December 15, 2028, including interim periods within those annual periods. Early adoption is also permitted. The Company is currently evaluating the provisions of this ASU, but does not believe the new standard will have a material impact on the Company’s financial statements.
The Andersons, Inc. | Q2 2026 Form 10-Q | 7
2. Revenue
A majority of the Company’s Sales and merchandising revenues are generated from contracts that are outside the scope of ASC 606, Revenue from Contracts with Customers. Approximately 83 % of the Company's sales contracts are derivatives within the scope of ASC 815, Derivatives and Hedging, with the remaining 17 % accounted for under ASC 606. Of the Sales and merchandising revenues within the scope of ASC 606, substantially all of the activity occurs at a point in time with the vast majority residing in the Agribusiness segment. Therefore, a further disaggregation of ASC 606 Sales and merchandising revenues and detail of outstanding contract balances within the Agribusiness segment have been provided below:
| Three months ended June 30, | Six months ended June 30, | ||||||||||||||||||||||
| (in thousands) | 2026 | 2025 | 2026 | 2025 | |||||||||||||||||||
| Specialty and primary nutrients | $ | $ | $ | $ | |||||||||||||||||||
| Premium ingredients | |||||||||||||||||||||||
| Propane and fuels | |||||||||||||||||||||||
| Other | |||||||||||||||||||||||
| Total | $ | $ | $ | $ | |||||||||||||||||||
There were no material changes to the nature of the Company's products, performance obligations, timing or significant judgments related to revenue recognition during the period.
Contract Balances
The balances of the Company's contract liabilities were $17.5 million and $30.5 million as of June 30, 2026, and December 31, 2025, respectively. The difference between the opening and closing balances of the Company’s contract liabilities is primarily a result of timing differences between the Company’s performance and the customer’s payment. The main driver of the contract liabilities balance is payments for primary and specialty nutrients within the Agribusiness segment received in advance of fulfilling the performance obligations of customer contracts. Due to the seasonality of this business, contract liabilities are typically built up in preparation for the spring application season. Revenue is then recognized as the Company fulfills its contract obligations through the application season, which is the reason that contract liabilities were lower at June 30, 2026, when compared to December 31, 2025.
3. Segment Information
Reportable segments are components of an enterprise about which separate financial information is available that is evaluated regularly by the chief operating decision maker ("CODM"), who is the Company’s Chief Executive Officer, in deciding how to allocate resources and in assessing performance. The CODM allocates resources to and evaluates the financial performance of each operating segment primarily based on Income before income taxes. The operating and reportable segment structure provides alignment between business strategies and operating results. The Company’s operations include two reportable business segments that are distinguished primarily on the basis of products and services offered as well as the management structure.
The Agribusiness segment includes commodity merchandising, the operation of terminal grain elevator facilities, and the manufacturing and distribution of plant nutrient products. The Renewables segment produces and sells ethanol and co-products, while also managing a merchandising portfolio that includes ethanol, feed products, and renewable feedstocks. Other includes corporate income and expenses, costs for shared support functions that support the operating segments, and various elimination and consolidation adjustments.
The segment information below includes the allocation of expenses shared by one or more operating segments. Although management believes such allocations are reasonable, the operating information does not necessarily reflect how such data might appear if the segments were operated as separate businesses. The Company does not have any customers who represent 10 percent, or more, of total revenues.
The Andersons, Inc. | Q2 2026 Form 10-Q | 8
| Three months ended June 30, 2026 | Three months ended June 30, 2025 | ||||||||||||||||||||||||||||||||||
| (in thousands) | Agribusiness | Renewables | Total | Agribusiness | Renewables | Total | |||||||||||||||||||||||||||||
| Sales and merchandising revenues | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||
| Cost of sales and merchandising revenues | |||||||||||||||||||||||||||||||||||
| Operating, administrative and general expenses | |||||||||||||||||||||||||||||||||||
| Interest expense | |||||||||||||||||||||||||||||||||||
Other income, net (a) | |||||||||||||||||||||||||||||||||||
| Segment income (loss) | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||
| less: Corporate expenses | |||||||||||||||||||||||||||||||||||
| Income before income taxes | $ | $ | |||||||||||||||||||||||||||||||||
(a) Other income, net for each reportable segment includes:
Agribusiness - patronage income, property insurance recoveries, amongst other items.
Renewables - clean fuel production credits, patronage income, amongst other items.
| Six months ended June 30, 2026 | Six months ended June 30, 2025 | ||||||||||||||||||||||||||||||||||
| (in thousands) | Agribusiness | Renewables | Total | Agribusiness | Renewables | Total | |||||||||||||||||||||||||||||
| Sales and merchandising revenues | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||
| Cost of sales and merchandising revenues | |||||||||||||||||||||||||||||||||||
| Operating, administrative and general expenses | |||||||||||||||||||||||||||||||||||
| Interest expense | |||||||||||||||||||||||||||||||||||
Other income, net (a) | |||||||||||||||||||||||||||||||||||
| Segment income | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||
| less: Corporate expenses | |||||||||||||||||||||||||||||||||||
| Income before income taxes | $ | $ | |||||||||||||||||||||||||||||||||
(a) Other income, net for each reportable segment includes:
Agribusiness - patronage income, property insurance recoveries, amongst other items.
Renewables - clean fuel production credits, patronage income, amongst other items.
| Three months ended June 30, 2026 | Three months ended June 30, 2025 | ||||||||||||||||||||||||||||||||||||||||||||||
| (in thousands) | Agribusiness | Renewables | Other | Total | Agribusiness | Renewables | Other | Total | |||||||||||||||||||||||||||||||||||||||
Depreciation and amortization (a) | $ | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||||||||||||
| Purchases of property, plant and equipment and capitalized software | |||||||||||||||||||||||||||||||||||||||||||||||
Interest income (b) | |||||||||||||||||||||||||||||||||||||||||||||||
(a) Depreciation and amortization disclosed by reportable segment is included within both Cost of sales and merchandising revenues and Operating, administrative and general expenses within the Consolidated Statement of Operations.
(b) Interest income is recorded in Other income, net within the Consolidated Statement of Operations.
| Six months ended June 30, 2026 | Six months ended June 30, 2025 | ||||||||||||||||||||||||||||||||||||||||||||||
| (in thousands) | Agribusiness | Renewables | Other | Total | Agribusiness | Renewables | Other | Total | |||||||||||||||||||||||||||||||||||||||
Depreciation and amortization (a) | $ | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||||||||||||
| Purchases of property, plant and equipment and capitalized software | |||||||||||||||||||||||||||||||||||||||||||||||
Interest income (b) | |||||||||||||||||||||||||||||||||||||||||||||||
(a) Depreciation and amortization disclosed by reportable segment is included within both Cost of sales and merchandising revenues and Operating, administrative and general expenses within the Consolidated Statement of Operations.
(b) Interest income is recorded in Other income, net within the Consolidated Statement of Operations.
The Andersons, Inc. | Q2 2026 Form 10-Q | 9
| (in thousands) | June 30, 2026 | December 31, 2025 | June 30, 2025 | ||||||||||||||
| Identifiable assets | |||||||||||||||||
| Agribusiness | $ | $ | $ | ||||||||||||||
| Renewables | |||||||||||||||||
| Other | |||||||||||||||||
| Total assets | $ | $ | $ | ||||||||||||||
| Three months ended June 30, | Six months ended June 30, | ||||||||||||||||||||||
| (in thousands) | 2026 | 2025 | 2026 | 2025 | |||||||||||||||||||
| Revenues from external customers by geographic region | |||||||||||||||||||||||
| United States | $ | $ | $ | $ | |||||||||||||||||||
| Canada | |||||||||||||||||||||||
| Mexico | |||||||||||||||||||||||
| Other | |||||||||||||||||||||||
| Total | $ | $ | $ | $ | |||||||||||||||||||
Substantially all of the Company's long-lived assets are located within the United States. The Company had approximately $46.9 million, $47.8 million, and $48.5 million of long-lived assets in other countries at June 30, 2026, December 31, 2025, and June 30, 2025, respectively, with substantially all of the foreign long-lived assets located within Canada for all periods presented.
4. Other Income, net
The following table sets forth the items in Other income, net within the Condensed Consolidated Statements of Operations:
| Three months ended June 30, | Six months ended June 30, | ||||||||||||||||||||||
| (in thousands) | 2026 | 2025 | 2026 | 2025 | |||||||||||||||||||
| Clean fuel production credits | $ | $ | $ | $ | |||||||||||||||||||
| Property insurance recoveries | |||||||||||||||||||||||
| Patronage income | |||||||||||||||||||||||
| Other | ( | ||||||||||||||||||||||
| Total | $ | $ | $ | $ | |||||||||||||||||||
Individually significant items included in the table above are:
Clean fuel production credits - The Company recognized clean fuel production credits under Section 45Z within the Renewables segment once there was reasonable assurance the conditions of the credit were satisfied.
Property insurance recoveries - In 2026, a majority of property insurance recoveries relate to a grain bin collapse at an Ohio facility that occurred in the prior year. In 2025, the majority of property insurance recoveries related to an incident at a grain terminal in Sunray, Texas.
Patronage income - The Company receives patronage income from certain of its lenders, as its normal operations rely on short-term lines of credit to support working capital needs in addition to long-term debt.
5. Income Taxes
| Three months ended June 30, | Six months ended June 30, | ||||||||||||||||||||||
| (in thousands) | 2026 | 2025 | 2026 | 2025 | |||||||||||||||||||
Income before income taxes | $ | $ | $ | $ | |||||||||||||||||||
Income tax provision | |||||||||||||||||||||||
| Effective tax rate | % | % | % | % | |||||||||||||||||||
The Andersons, Inc. | Q2 2026 Form 10-Q | 10
The difference between the 19.9 % effective tax rate and the U.S. federal statutory rate of 21.0% for the three months ended June 30, 2026, is primarily attributable to nontaxable clean fuel production credits offset by state and local income taxes, nondeductible compensation, valuation allowances on losses in foreign tax jurisdictions, and other taxes.
The difference between the 32.3 % effective tax rate and the U.S. federal statutory tax rate of 21.0% for the three months ended June 30, 2025, was primarily attributable to interest accrued on unrecognized tax benefits and valuation allowances on losses in foreign tax jurisdictions offset by the tax impact of noncontrolling interest.
The difference between the 17.7 % effective tax rate and the U.S. federal statutory rate of 21.0% for the six months ended June 30, 2026, is primarily attributable to nontaxable clean fuel production credits offset by state and local income taxes, nondeductible compensation, valuation allowances on losses in foreign tax jurisdictions, and other taxes.
The 21.1 % effective tax rate was consistent with the U.S. federal statutory tax rate of 21.0% for the six months ended June 30, 2025. This was primarily attributable to state and local income taxes and valuation allowances on losses in foreign tax jurisdictions offset by the tax impact of noncontrolling interest.
6. Fair Value Measurements
The following table presents the Company’s assets and liabilities measured at fair value on a recurring basis:
| (in thousands) | June 30, 2026 | December 31, 2025 | June 30, 2025 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Assets | Level 1 | Level 2 | Level 3 | Total | Level 1 | Level 2 | Level 3 | Total | Level 1 | Level 2 | Level 3 | Total | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Unrealized gains on derivative contracts: | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Commodities (a) | $ | $ | $ | $ | $ | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Interest rate (b) | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Convertible preferred securities (c) | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Other (d) | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Total Assets | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Liabilities | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Unrealized losses on derivative contracts: | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Commodities (a) | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Interest rate (b) | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Provisionally priced payables (e) | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Other (d) | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Total liabilities | $ | $ | $ | $ | $ | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
(a)Unrealized gains and losses on commodity derivative contracts are recorded in Commodity derivative assets - current and Commodity derivative liabilities - current for contracts with maturities of 12 months or less on the Condensed Consolidated Balance Sheets. Substantially all commodity derivative assets and liabilities have maturities within the next 12 months.
(b)Unrealized gains and losses on interest rate derivative contracts are recorded in Other current assets and Accrued expenses and other current liabilities for contracts maturing within 12 months, and in Other assets, net and Other long‑term liabilities for the long‑term portion, on the Condensed Consolidated Balance Sheets.
(c)Convertible preferred securities in several early-stage enterprises are recorded in Other assets, net within the Condensed Consolidated Balance Sheets.
(d)Other assets and liabilities also include the fair value of marketable securities and investments held in the Company’s deferred compensation plan, recorded in Other current assets and offset by the related obligation to fund the plan in Accrued expenses and other current liabilities. In addition, unrealized gains and losses on foreign currency contracts are generally recorded in Other current assets and Accrued expenses and other current liabilities.
(e)Provisionally priced payables are contracts for agricultural commodities received that are based on underlying futures values (Level 1) and both basis and futures are marked at fair value (Level 2). These amounts are recorded in Trade and other payables within the Condensed Consolidated Balance Sheets.
There were no significant changes in valuation techniques or inputs regarding the assets and liabilities measured at fair value during the period. The fair value of the Company’s cash equivalents, cash collateral, accounts receivable, and accounts payable approximate their carrying value as they are close to maturity.
The Andersons, Inc. | Q2 2026 Form 10-Q | 11
Long‑term debt, including the current portion, is carried at amortized cost on the Company’s Condensed Consolidated Balance Sheets. As of June 30, 2026, December 31, 2025, and June 30, 2025, the estimated fair value of long-term debt, including the current portion, was $580.3 million, $618.7 million, and $637.3 million, respectively. The estimated fair values were determined based on the Company’s current credit standing and market interest rates available to the Company for long‑term borrowings with similar terms and remaining maturities. The Company considers these fair value estimates to be Level 2 measurements.
The Company has investments in equity securities that do not have readily determinable fair values. These investments are measured at cost, less impairment, if any, plus or minus changes resulting from observable price changes in orderly transactions for identical or similar investments of the same issuer. The Company has held-to-maturity debt securities that are recorded at amortized cost.
There were no nonrecurring level 3 fair value measurements as of June 30, 2026, December 31, 2025 or June 30, 2025.
7. Derivatives
The Company uses derivative instruments to manage exposures to interest rate and commodity price risks. There were no changes to the Company's hedging strategy during the period and as these derivatives impact the financial statements in different ways, they are discussed separately below.
Derivatives Designated as Hedging Instruments
Interest rate derivatives - The Company has entered into interest rate swap agreements to reduce exposure to variability in cash flows associated with its variable‑rate debt. These derivatives are designated and qualify as cash flow hedges. As of June 30, 2026, the aggregate notional amount of these interest rate swaps was approximately $400.0 million, with maturities extending through 2031. The effects of these cash flow hedges are recorded in Interest expense, net, and in Operating activities within the Condensed Statements of Cash Flows consistent with the accounting for the hedged debt.
Derivatives Not Designated as Hedging Instruments
Commodity derivatives - The Company uses commodity derivative instruments primarily to manage exposures related to inventory positions and forward purchase and sales commitments. Contracts to purchase agricultural commodities generally relate to current or future crop years, with delivery periods quoted by regulated commodity exchanges. Contracts to sell commodities to processors or other commercial consumers rarely extend beyond one year . Changes in the fair value of these instruments are recognized in Cost of sales and merchandising revenues and in Operating activities within the Condensed Statements of Cash Flows.
The following table represents the Company’s gross outstanding volumes of commodity derivative contracts as of June 30, 2026:
| (in thousands) | Non-exchange Traded | Exchange Traded | Unit of Measure | ||||||||||||||
| Agricultural Commodities | Metric Tons | ||||||||||||||||
| Ethanol | Metric Tons | ||||||||||||||||
| Propane | Metric Tons | ||||||||||||||||
| Other | Metric Tons | ||||||||||||||||
The following table presents a reconciliation of the gross recognized derivative assets and liabilities to the net amounts reported on the Company’s Condensed Consolidated Balance Sheets, reflecting the impact of enforceable master netting arrangements and related cash collateral. The Company’s enforceable master netting arrangements and rights of setoff did not change during the period.
The Andersons, Inc. | Q2 2026 Form 10-Q | 12
| June 30, 2026 | |||||||||||||||||||||||||||||||||||
| (in thousands) | Gross Amounts Recognized | Gross Amounts Offset | Net Amounts Presented | Amounts Not Offset (a) | Cash Collateral Pledged (Received) | Net Amount | |||||||||||||||||||||||||||||
| Derivative Assets | |||||||||||||||||||||||||||||||||||
Commodity (b) | $ | $ | ( | $ | $ | $ | ( | $ | |||||||||||||||||||||||||||
Interest rate (c) | ( | ||||||||||||||||||||||||||||||||||
| Total derivative assets | ( | ( | ( | ||||||||||||||||||||||||||||||||
| Derivative Liabilities | |||||||||||||||||||||||||||||||||||
Commodity (b) | ( | ||||||||||||||||||||||||||||||||||
Interest rate (c) | ( | ||||||||||||||||||||||||||||||||||
| Total derivative liabilities | $ | $ | ( | $ | $ | ( | $ | $ | |||||||||||||||||||||||||||
| December 31, 2025 | |||||||||||||||||||||||||||||||||||
| (in thousands) | Gross Amounts Recognized | Gross Amounts Offset | Net Amounts Presented | Amounts Not Offset (a) | Cash Collateral Pledged (Received) | Net Amount | |||||||||||||||||||||||||||||
| Derivative Assets | |||||||||||||||||||||||||||||||||||
Commodity (b) | $ | $ | ( | $ | $ | $ | $ | ||||||||||||||||||||||||||||
Interest rate (c) | ( | ||||||||||||||||||||||||||||||||||
| Total derivative assets | ( | ( | |||||||||||||||||||||||||||||||||
| Derivative Liabilities | |||||||||||||||||||||||||||||||||||
Commodity (b) | ( | ||||||||||||||||||||||||||||||||||
Interest rate (c) | ( | ||||||||||||||||||||||||||||||||||
| Total derivative liabilities | $ | $ | ( | $ | $ | ( | $ | $ | |||||||||||||||||||||||||||
| June 30, 2025 | |||||||||||||||||||||||||||||||||||
| (in thousands) | Gross Amounts Recognized | Gross Amounts Offset | Net Amounts Presented | Amounts Not Offset (a) | Cash Collateral Pledged (Received) | Net Amount | |||||||||||||||||||||||||||||
| Derivative Assets | |||||||||||||||||||||||||||||||||||
Commodity (b) | $ | $ | ( | $ | $ | $ | $ | ||||||||||||||||||||||||||||
Interest rate (c) | ( | ||||||||||||||||||||||||||||||||||
| Total derivative assets | ( | ( | |||||||||||||||||||||||||||||||||
| Derivative Liabilities | |||||||||||||||||||||||||||||||||||
Commodity (b) | ( | ||||||||||||||||||||||||||||||||||
Interest rate (c) | ( | ||||||||||||||||||||||||||||||||||
| Total derivative liabilities | $ | $ | ( | $ | $ | ( | $ | $ | |||||||||||||||||||||||||||
(a) Amounts not offset represents the impact of those amounts recorded on a gross basis within the Condensed Consolidated Balance Sheets that net against the gross exposure subject to an enforceable master netting arrangement.
(b) The Company’s commodity derivative assets and liabilities are recorded in Commodity derivative assets - current and Commodity derivative liabilities - current for contracts maturing within twelve months, and in Other assets, net and Other long‑term liabilities for contracts with maturities greater than twelve months, within the Condensed Consolidated Balance Sheets.
(c) The Company’s interest rate derivative assets and liabilities are recorded in Other current assets and Accrued expenses and other current liabilities for contracts maturing within twelve months, and in Other assets, net and Other long‑term liabilities for contracts with maturities greater than twelve months, within the Condensed Consolidated Balance Sheets.
The following table presents the gains (losses) on derivative instruments recognized in Comprehensive income attributable to The Andersons, Inc.:
The Andersons, Inc. | Q2 2026 Form 10-Q | 13
| Three months ended June 30, | Six months ended June 30, | |||||||||||||||||||||||||
| (in thousands) | Classification | 2026 | 2025 | 2026 | 2025 | |||||||||||||||||||||
| Designated as Hedging Instruments | ||||||||||||||||||||||||||
| Interest rate | Gain in Interest expense, net (a) | $ | $ | $ | $ | |||||||||||||||||||||
Gain (loss) in Other comprehensive income | ( | ( | ||||||||||||||||||||||||
| Not Designated as Hedging Instruments | ||||||||||||||||||||||||||
| Commodity | Gain (loss) in Cost of sales and merchandising revenues | $ | $ | ( | $ | $ | ||||||||||||||||||||
(a) The entire amount recognized within Interest expense, net was reclassified from Accumulated other comprehensive income.
8. Accumulated Other Comprehensive Income
The following table summarizes the changes in accumulated other comprehensive income ("AOCI") attributable to the Company:
| Three months ended June 30, | Six months ended June 30, | |||||||||||||||||||||||||
| (in thousands) | 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||||
| Currency Translation Adjustment | ||||||||||||||||||||||||||
| Beginning balance | $ | ( | $ | ( | $ | ( | $ | ( | ||||||||||||||||||
Other comprehensive (loss) income before reclassifications | ( | ( | ||||||||||||||||||||||||
| Tax effect | ||||||||||||||||||||||||||
Other comprehensive (loss) income, net of tax | ( | ( | ||||||||||||||||||||||||
| Ending balance | $ | ( | $ | ( | $ | ( | $ | ( | ||||||||||||||||||
| Cash Flow Hedges | ||||||||||||||||||||||||||
| Beginning balance | $ | $ | $ | $ | ||||||||||||||||||||||
Other comprehensive income (loss) before reclassifications | ( | ( | ||||||||||||||||||||||||
Amounts reclassified from AOCI (a) | ( | ( | ( | ( | ||||||||||||||||||||||
Tax effect (b) | ( | ( | ||||||||||||||||||||||||
Other comprehensive income (loss), net of tax | ( | ( | ||||||||||||||||||||||||
| Ending balance | $ | $ | $ | $ | ||||||||||||||||||||||
| Pension and Other Postretirement Adjustment | ||||||||||||||||||||||||||
| Beginning balance | $ | $ | $ | $ | ||||||||||||||||||||||
Other comprehensive loss before reclassifications | ( | ( | ( | ( | ||||||||||||||||||||||
Amounts reclassified from AOCI (c) | ( | ( | ||||||||||||||||||||||||
Tax effect (b) | ||||||||||||||||||||||||||
Other comprehensive loss, net of tax | ( | ( | ( | ( | ||||||||||||||||||||||
| Ending balance | $ | $ | $ | $ | ||||||||||||||||||||||
| Investments in Convertible Preferred Securities Adjustment | ||||||||||||||||||||||||||
| Ending balance | $ | $ | $ | $ | ||||||||||||||||||||||
| Total AOCI Ending Balance | $ | $ | $ | $ | ||||||||||||||||||||||
(a)Gains and losses on cash flow hedges are reclassified from AOCI to income when the hedged item affects earnings. Gains and losses from interest rate derivatives are recognized in Interest expense, net as interest payments are made on the Company's variable rate debt. When interest rate derivatives are settled prior to maturity the gain or loss is recognized in Other income, net. The Company expects to reclassify approximately $6.4 million into earnings over the next twelve months. See Note 7 for additional information.
(b)The Company utilizes the aggregate approach for releasing disproportionate income tax effects in AOCI.
The Andersons, Inc. | Q2 2026 Form 10-Q | 14
9. Commitments and Contingencies
Litigation activities
The Company is party to litigation, or threats thereof, both as defendant and plaintiff with some regularity, although individual cases that are material in size occur infrequently. As a defendant, the Company establishes reserves for claimed amounts that are considered probable and capable of estimation. If those cases are resolved for lesser amounts, the excess reserves are taken into income and, conversely, if those cases are resolved for larger than the amount the Company has accrued, the Company records additional expense. The Company believes that the outcome of its current legal proceedings in which it is a defendant, other than those described below, is not expected to be material, even if resolved unfavorably. As a plaintiff, amounts that are collected can also result in sudden, non-recurring income.
Litigation results depend upon a variety of factors, including the availability of evidence, the credibility of witnesses, the performance of counsel, the state of the law, and the impressions of judges and jurors, any of which can be critical in importance, yet difficult, if not impossible, to predict. Consequently, cases currently pending, or future matters, may result in unexpected, non-recurring losses or income from time to time. Finally, litigation results are often subject to judicial reconsideration, appeal and further negotiation by the parties, and as a result, the final impact of a particular judicial decision may be unknown for some time or may result in continued reserves to account for the potential of such post-verdict actions.
The Company is a defendant in a putative class action lawsuit pending in a United States District Court alleging violations of federal commodities and antitrust laws arising from past trading activity. As previously disclosed, the parties have reached an agreement in principle to settle the matter, subject to the negotiation and execution of final settlement documentation and court approval. Accordingly, management determined that a loss was both probable and reasonably estimable and recorded a $5.0 million reserve for this matter as of June 30, 2026. Based on the proposed settlement terms, the Company does not expect any material additional loss related to this matter. The Company denies the allegations and the proposed settlement contains no admission of liability or wrongdoing.
The Company is also party to litigation related to the receivership of its former consolidated subsidiary. The parties have reached an agreement in principle to settle the matter, subject to the negotiation and execution of final settlement documentation and court approval. Accordingly, management concluded that a loss was both probable and reasonably estimable and recorded additional expense within Operating, administrative and general expenses during the quarter ended June 30, 2026. As of June 30, 2026, the Company had a reserve of $15.0 million for this matter, representing the Company's estimated net exposure after considering expected insurance recoveries. Based on the terms of the proposed settlement, the Company does not expect any material additional loss related to this matter. The Company denies the allegations and the proposed settlement contains no admission of liability or wrongdoing.
The Andersons, Inc. | Q2 2026 Form 10-Q | 15
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
Forward Looking Statements
The following “Management’s Discussion and Analysis of Financial Condition and Results of Operations” contains forward-looking statements which relate to future events or future financial performance and involve known and unknown risks, uncertainties and other factors that may cause actual results, levels of activity, performance or achievements to be materially different from those expressed or implied by these forward-looking statements. Such factors include, but are not limited to, the effects of economic, weather and agricultural conditions, regulatory conditions, competition globally and in the markets the Company serves, geopolitical risk, fluctuations in cost and availability of commodities, the effectiveness of the Company's internal control over financial reporting and the unpredictability of existing and possible future litigation. However, it is not possible to predict or identify all such factors. The reader is urged to carefully consider these risks and others, including those risk factors listed under Item 1A of the 2025 Form 10-K. In some cases, the reader can identify forward-looking statements by terminology such as may, anticipates, believes, estimates, predicts, or the negative of these terms or other comparable terminology. These statements are only predictions. Actual events or results may differ materially. These forward-looking statements relate only to events as of the date on which the statements are made and the Company undertakes no obligation, other than any imposed by law, to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. Although management believes that the expectations reflected in the forward-looking statements are reasonable, management cannot guarantee future results, levels of activity, performance or achievements.
Critical Accounting Policies and Estimates
The critical accounting policies and critical accounting estimates, as described in the 2025 Form 10-K, have not materially changed through the second quarter of 2026.
Executive Overview
The agricultural commodity-based business is one in which changes in selling prices generally move in relationship to changes in purchase prices. Therefore, increases or decreases in prices of the agricultural commodities that the business deals in will have a relatively equal impact on sales and merchandising revenues and cost of sales and merchandising revenues and a much less significant impact on gross profit. As a result, changes in sales and merchandising revenues and cost of sales and merchandising revenues between periods may not necessarily be indicative of the overall performance of the business and greater emphasis should be placed on changes in gross profit.
Agribusiness
The Agribusiness segment’s second quarter operating results showed a modest improvement in a dynamic and challenging environment. The Company's fertilizer business led the improvement with higher margins on lower volumes. The merchandising results also improved, driven by higher commodity prices and increased volatility early in the quarter, partially offset by fuel surcharges. Grain asset performance was comparable to the prior year as basis values remained muted and producers remained reluctant to market stored grains.
The Company is continuing to monitor growing conditions and crop progress. Currently, the eastern corn belt has experienced favorable growing conditions, which could support harvest volumes and grain ownership opportunities this fall. Drier conditions in western production regions could pressure grain asset earnings; however, any resulting market dislocations and volatility should create additional merchandising opportunities. Above-average corn acreage should support demand for fall fertilizer applications, although grower economics could influence purchasing decisions. The Company's diversified agribusiness portfolio remains well positioned to capitalize on both harvest-related opportunities and periods of increased market volatility in the second half of the year.
Total Agribusiness grain storage capacity at company-owned or leased grain facilities, including temporary pile storage, was approximately 266 million and 278 million bushels at June 30, 2026 and 2025, respectively. The storage capacity at our nutrient facilities was evenly split between dry and liquid storage with a total capacity of approximately one million tons at June 30, 2026 and 2025.
The Andersons, Inc. | Q2 2026 Form 10-Q | 16
Renewables
The Renewables segment achieved its highest second quarter results to date on efficient plant operations and improved margins. Strong ethanol export demand and healthy domestic consumption drove higher board crush margins year-over-year, partially offset by firmer corn basis levels. Second quarter results include $24.2 million of clean fuel production credits. Our merchandising businesses also delivered improved results, benefiting from market volatility surrounding the Renewable Volume Obligation ("RVO") announcement, resulting in higher distillers corn oil and Renewable Identification Number ("RIN") values.
Ethanol market fundamentals remain supportive as we anticipate continued strong demand, driven by increasing global blend rates and favorable domestic blending economics. Renewable feedstocks are also expected to benefit from healthy bio-based diesel demand and supportive renewable fuel markets.
Ethanol and related co-products volumes sold were as follows:
| Three months ended June 30, | Six months ended June 30, | ||||||||||||||||||||||
| (in thousands) | 2026 | 2025 | 2026 | 2025 | |||||||||||||||||||
| Ethanol (gallons) | 181,066 | 226,450 | 354,037 | 438,242 | |||||||||||||||||||
| E-85 (gallons) | 15,115 | 12,041 | 24,786 | 20,011 | |||||||||||||||||||
Renewable feedstocks (pounds)(a) | 575,493 | 341,075 | 1,039,660 | 698,791 | |||||||||||||||||||
DDG (tons)(b) | 454 | 525 | 932 | 1,139 | |||||||||||||||||||
(a) Includes corn oil, soybean oil, and other fats, oils, and greases.
(b) Dried distillers grains ("DDG") tons shipped converts wet tons to a dry ton equivalent amount.
Other
Our “Other” activities include corporate income and expense and cost for functions that provide support and services to the operating segments. The results include expenses and benefits not allocated to the operating segments and other elimination and consolidation adjustments.
The Andersons, Inc. | Q2 2026 Form 10-Q | 17
Operating Results
The following discussion focuses on the operating results as shown in the Condensed Consolidated Statements of Operations and includes a separate discussion by segment. Additional segment information is included herein in Note 3, Segment Information.
Comparison of the three months ended June 30, 2026, with the three months ended June 30, 2025, including a reconciliation of GAAP to non-GAAP measures:
| Three months ended June 30, 2026 | |||||||||||||||||||||||
| (in thousands) | Agribusiness | Renewables | Other | Total | |||||||||||||||||||
| Sales and merchandising revenues | $ | 2,113,093 | $ | 984,567 | $ | — | $ | 3,097,660 | |||||||||||||||
| Cost of sales and merchandising revenues | 1,966,315 | 907,615 | — | 2,873,930 | |||||||||||||||||||
| Gross profit | 146,778 | 76,952 | — | 223,730 | |||||||||||||||||||
| Operating, administrative and general expenses | 122,098 | 34,099 | 17,577 | 173,774 | |||||||||||||||||||
Interest expense (income), net | 13,330 | 2,341 | (29) | 15,642 | |||||||||||||||||||
Other income, net | 8,520 | 24,469 | 34 | 33,023 | |||||||||||||||||||
Income (loss) before income taxes | $ | 19,870 | $ | 64,981 | $ | (17,514) | $ | 67,337 | |||||||||||||||
Loss before income taxes attributable to the noncontrolling interests | (2,615) | — | — | (2,615) | |||||||||||||||||||
Non-GAAP Income (loss) before income taxes attributable to the Company | $ | 22,485 | $ | 64,981 | $ | (17,514) | $ | 69,952 | |||||||||||||||
| Three months ended June 30, 2025 | |||||||||||||||||||||||
| (in thousands) | Agribusiness | Renewables | Other | Total | |||||||||||||||||||
| Sales and merchandising revenues | $ | 2,414,827 | $ | 721,042 | $ | — | $ | 3,135,869 | |||||||||||||||
| Cost of sales and merchandising revenues | 2,282,765 | 694,688 | — | 2,977,453 | |||||||||||||||||||
| Gross profit | 132,062 | 26,354 | — | 158,416 | |||||||||||||||||||
| Operating, administrative and general expenses | 114,012 | 8,951 | 11,626 | 134,589 | |||||||||||||||||||
Interest expense (income), net | 11,331 | 725 | (561) | 11,495 | |||||||||||||||||||
Other income (loss), net | 12,180 | 746 | (423) | 12,503 | |||||||||||||||||||
Income (loss) before income taxes | $ | 18,899 | $ | 17,424 | $ | (11,488) | $ | 24,835 | |||||||||||||||
Income before income taxes attributable to the noncontrolling interests | 1,171 | 7,779 | — | 8,950 | |||||||||||||||||||
Non-GAAP Income (loss) before income taxes attributable to the Company | $ | 17,728 | $ | 9,645 | $ | (11,488) | $ | 15,885 | |||||||||||||||
The Company uses Income (loss) before income taxes attributable to the Company, a non-GAAP financial measure as defined by the Securities and Exchange Commission, to evaluate the Company’s financial performance. This performance measure is not defined by accounting principles generally accepted in the United States and should be considered in addition to, and not in lieu of, GAAP financial measures. Management believes that Income (loss) before income taxes attributable to the Company is a useful measure of the Company’s performance as it provides investors additional information about the Company's operations, allowing evaluation of underlying business performance and period-to-period comparability. This measure is not intended to replace or be an alternative to Income (loss) before income taxes, the most directly comparable measure reported under GAAP.
The Andersons, Inc. | Q2 2026 Form 10-Q | 18
Agribusiness
Operating results for the Agribusiness segment increased from the same period of the prior year. Sales and merchandising revenues decreased by $301.7 million and cost of sales and merchandising revenues decreased by $316.5 million resulting in increased gross profit of $14.7 million. The majority of the decreases in sales and merchandising revenues and the related cost of sales and merchandising revenues were attributable to the Company's ongoing portfolio optimization efforts, including actions taken to reduce its participation in underperforming merchandising businesses. Gross profit increased $14.7 million compared to the prior year period, primarily due to a $9.8 million improvement in the Company's merchandising businesses, driven by higher commodity prices and favorable market volatility early in the quarter. Additionally, recent growth investments contributed positively to gross profit, while ongoing portfolio optimization efforts improved overall profitability. These benefits were partially offset by higher fuel surcharge costs. The year-over-year increase also reflects modest improvements in gross profit across the remainder of the Company's business portfolio.
Operating, administrative and general expenses increased by $8.1 million, primarily driven by increased incentives from the Company's strong operating performance.
Interest expense, net increased $2.0 million from the prior year due to increased borrowings on the Company's revolving credit facility.
Other income, net decreased by $3.7 million, primarily reflecting a $5.5 million reduction in property insurance recoveries recognized in the current quarter.
Renewables
Operating results for the Renewables segment increased by $55.3 million compared to the same quarter of the prior year, primarily reflecting the recognition of clean fuel production credits in the current year and the benefits of full ownership of the ethanol plants. Sales and merchandising revenues increased by $263.5 million, while related cost of sales and merchandising revenues increased by $212.9 million, resulting in a $50.6 million increase in gross profit year-over-year. Substantially all of the increases in sales and merchandising revenues and the related cost of sales and merchandising revenues were attributable to higher volumes and commodity values within the Renewables segment's renewable feedstocks business. The $50.6 million increase in gross profit for the current period was primarily attributable to a $40.8 million increase in earnings from the Company's ethanol plants, reflecting strong ethanol margins. In addition, the merchandising businesses contributed a $9.0 million increase in gross profit compared to the prior year, benefiting from continued favorable market conditions driven by the final RVO policy and higher RIN values in 2026.
Operating, administrative and general expenses increased by $25.1 million, primarily due to a $10.6 million impairment charge related to capitalized engineering and design costs, $11.6 million of additional litigation expenses associated with the receivership of a former consolidated subsidiary, and a $2.5 million increase in incentives driven by the Company's strong operating performance.
Interest expense, net increased $1.6 million from the prior year due to increased borrowings on the Company's revolving credit facility.
Other income, net increased by $23.7 million compared to the prior year, primarily due to $24.2 million of clean fuel production credits recognized in the current year.
Other
Results declined by $6.0 million, primarily due to increased incentive costs driven by improved Renewables results along with a $1.5 million impairment charge on a cost method investment.
Income Taxes
For the three months ended June 30, 2026, the Company recorded an income tax expense of $13.4 million. The Company's effective tax rate was 19.9% on income before taxes of $67.3 million. The difference between the 19.9% effective tax rate and the U.S. federal statutory tax rate of 21% is primarily attributable to nontaxable clean fuel production credits offset by state and local taxes, nondeductible compensation, valuation allowances on losses in foreign tax jurisdictions, and other taxes.
The Andersons, Inc. | Q2 2026 Form 10-Q | 19
For the three months ended June 30, 2025, the Company recorded income tax expense of $8.0 million. The Company's effective tax rate was 32.3% on income of $24.8 million. The difference between the 32.3% effective tax rate and the U.S. federal statutory tax rate of 21.0% was primarily attributable to interest accrued on unrecognized tax benefits and valuation allowances on losses in foreign tax jurisdictions offset by the tax impact of noncontrolling interest.
Comparison of the six months ended June 30, 2026, with the six months ended June 30, 2025, including a reconciliation of GAAP to non-GAAP measures:
| Six months ended June 30, 2026 | |||||||||||||||||||||||
| (in thousands) | Agribusiness | Renewables | Other | Total | |||||||||||||||||||
| Sales and merchandising revenues | $ | 4,033,060 | $ | 1,691,866 | $ | — | $ | 5,724,926 | |||||||||||||||
| Cost of sales and merchandising revenues | 3,752,376 | 1,588,236 | — | 5,340,612 | |||||||||||||||||||
| Gross profit | 280,684 | 103,630 | — | 384,314 | |||||||||||||||||||
| Operating, administrative and general expenses | 243,518 | 44,399 | 30,521 | 318,438 | |||||||||||||||||||
Interest expense, net | 27,018 | 5,400 | 62 | 32,480 | |||||||||||||||||||
Other income (loss), net | 17,127 | 50,741 | (35) | 67,833 | |||||||||||||||||||
Income (loss) before income taxes | $ | 27,275 | $ | 104,572 | $ | (30,618) | $ | 101,229 | |||||||||||||||
Loss before income taxes attributable to the noncontrolling interests | (6,471) | — | — | (6,471) | |||||||||||||||||||
Non-GAAP Income (loss) before income taxes attributable to the Company | $ | 33,746 | $ | 104,572 | $ | (30,618) | $ | 107,700 | |||||||||||||||
| Six months ended June 30, 2025 | |||||||||||||||||||||||
| (in thousands) | Agribusiness | Renewables | Other | Total | |||||||||||||||||||
| Sales and merchandising revenues | $ | 4,408,114 | $ | 1,386,853 | $ | — | $ | 5,794,967 | |||||||||||||||
| Cost of sales and merchandising revenues | 4,157,454 | 1,326,225 | — | 5,483,679 | |||||||||||||||||||
| Gross profit | 250,660 | 60,628 | — | 311,288 | |||||||||||||||||||
| Operating, administrative and general expenses | 238,501 | 18,734 | 23,108 | 280,343 | |||||||||||||||||||
Interest expense (income), net | 24,157 | 1,423 | (989) | 24,591 | |||||||||||||||||||
Other income (loss), net | 21,221 | 1,834 | (1,361) | 21,694 | |||||||||||||||||||
Income (loss) before income taxes | $ | 9,223 | $ | 42,305 | $ | (23,480) | $ | 28,048 | |||||||||||||||
(Loss) income before income taxes attributable to the noncontrolling interest | (3,351) | 17,348 | — | 13,997 | |||||||||||||||||||
Non-GAAP Income (loss) before income taxes attributable to the Company | $ | 12,574 | $ | 24,957 | $ | (23,480) | $ | 14,051 | |||||||||||||||
Agribusiness
Operating results for the Agribusiness segment increased by $21.2 million from the prior year. Sales and merchandising revenues decreased by $375.1 million, and cost of sales and merchandising revenues decreased by $405.1 million for an increased gross profit impact of $30.0 million. The majority of the decrease in sales and merchandising revenues and the related cost of sales and merchandising revenues were attributable to the Company's ongoing portfolio optimization efforts, including actions taken to reduce its participation in underperforming merchandising businesses. The $30.0 million improvement in gross profit from the prior year was primarily driven by a $21.1 million improvement in the Company's merchandising businesses, reflecting favorable market conditions, the benefits of recent capital investments, and the continued optimization of the Company's merchandising portfolio. Also contributing to the increase was a $6.7 million improvement in the Nutrient business, driven by stronger margins.
Operating, administrative, and general expenses increased by $5.0 million compared to the prior year, reflecting higher incentive expense from Company's improved financial performance.
Interest expense increased by $2.9 million, due to increased borrowings on the Company's revolving credit facility.
Other income, net decreased by $4.1 million, primarily reflecting a $4.5 million reduction in property insurance recoveries recognized in the current quarter.
The Andersons, Inc. | Q2 2026 Form 10-Q | 20
Renewables
The Renewables segment's operating results improved $79.6 million compared to the second quarter of the prior year, primarily reflecting strong ethanol margins, the recognition of clean fuel production credits in the current year, the benefits of full ownership of the ethanol plants. Substantially all of the increases in sales and merchandising revenues and the related cost of sales and merchandising revenues were attributable to higher volumes and commodity values within the Renewables segment's renewable feedstocks business. Gross profit increased by $43.0 million, primarily due to a $27.9 million improvement at the ethanol plants, reflecting strong ethanol margins. In addition, the merchandising businesses contributed a $15.0 million increase in gross profit compared to the prior year, benefiting from continued favorable market conditions driven by the final RVO policy and higher RIN values in 2026.
Operating, administrative and general expenses increased by $25.7 million, primarily due to a $10.6 million impairment charge related to capitalized engineering and design costs, $11.3 million of additional litigation expenses associated with the receivership of a former consolidated subsidiary, and $4.1 million of increased incentives as a result of the Company's strong operating performance.
Interest expense, net increased $4.0 million from the prior year due to increased borrowings on the Company's revolving credit facility.
Other income, net increased by $48.9 million compared to the prior year, primarily driven by the recognition of $50.4 million of clean fuel production credits in the current year.
Other
Results declined by $7.1 million, primarily due to increased incentive costs driven by improved Renewables results along with a $1.5 million impairment charge on a cost method investment.
Income Taxes
For the six months ended June 30, 2026, the Company recorded an income tax expense of $17.9 million. The Company's effective tax rate was 17.7% on income before taxes of $101.2 million. The difference between the 17.7% effective tax rate and the U.S. federal statutory rate of 21.0% is primarily attributable to nontaxable clean fuel production credits offset by state and local taxes, nondeductible compensation, valuation allowances on losses in foreign tax jurisdictions, and other taxes.
For the six months ended June 30, 2025, the Company recorded income tax expense of $5.9 million. The Company’s effective tax rate was 21.1% on income before income taxes of $28.0 million. The 21.1% effective tax rate was consistent with the U.S. federal statutory tax rate of 21.0% as state and local income taxes and valuation allowances on losses in foreign tax jurisdictions offset the tax impact of noncontrolling interest.
The Company and its subsidiary partnership returns are under U.S. federal and certain state tax examinations for tax years 2018 through 2024. The Company’s subsidiary is under federal tax examination by the Mexican tax authorities for tax year 2015. The U.S. federal, state, and Mexican tax authorities’ examinations could potentially be resolved within the next 12 months. The resolution of ongoing examinations and the expiration of applicable statutes of limitations could change our unrecognized tax benefits and favorably impact income tax expense by a range of zero to $10.2 million.
On December 20, 2021, the Organization for Economic Co-operation and Development ("OECD") issued Pillar Two model rules introducing a global minimum tax of 15% on large corporations. Although the U.S. has not adopted the Pillar Two model rules, several foreign countries have enacted legislation which closely follows OECD’s Pillar Two guidance. Additional OECD guidance issued on January 5, 2026 introduced a "side-by-side" framework which provides relief from certain Pillar Two charging provisions for eligible U.S.-parented multinational groups while keeping foreign country minimum tax regimes in place. Future enactment of the OECD's "side-by-side" framework by our relevant jurisdictions is expected to reduce the Company's exposure to UTPR-related taxes. The impact of other Pillar Two related taxes is not expected to materially impact the Company's effective tax rate.
On July 4, 2025, the U.S. passed the OBBBA, which modified the existing international tax framework and permanently extended select provisions of the Tax Cuts and Jobs Act. This legislation is not expected to materially affect the Company's effective tax rate for 2026, with the exception of clean fuel production credits. Changes in the calculation of the carbon intensity score may significantly affect credits, recorded as Other income, resulting in a favorable impact on the effective tax rate through 2029.
The Andersons, Inc. | Q2 2026 Form 10-Q | 21
Liquidity and Capital Resources
Working Capital
At June 30, 2026, the Company had working capital of $702.7 million, a decrease of $392.1 million from the prior year. This decrease was attributable to changes in the following components of current assets and current liabilities:
| (in thousands) | June 30, 2026 | June 30, 2025 | Variance | ||||||||||||||
| Current Assets: | |||||||||||||||||
| Cash and cash equivalents | $ | 66,549 | $ | 350,970 | $ | (284,421) | |||||||||||
| Accounts receivable, net | 755,217 | 783,892 | (28,675) | ||||||||||||||
| Inventories | 961,002 | 771,868 | 189,134 | ||||||||||||||
| Commodity derivative assets – current | 152,333 | 147,937 | 4,396 | ||||||||||||||
| Other current assets | 146,684 | 120,780 | 25,904 | ||||||||||||||
| Total current assets | 2,081,785 | 2,175,447 | (93,662) | ||||||||||||||
| Current Liabilities: | |||||||||||||||||
| Short-term debt | 314,366 | 104,467 | 209,899 | ||||||||||||||
| Trade and other payables | 603,591 | 572,232 | 31,359 | ||||||||||||||
| Customer prepayments and deferred revenue | 87,206 | 73,545 | 13,661 | ||||||||||||||
| Commodity derivative liabilities – current | 103,710 | 79,253 | 24,457 | ||||||||||||||
| Current maturities of long-term debt | 22,918 | 64,210 | (41,292) | ||||||||||||||
| Accrued expenses and other current liabilities | 247,296 | 186,902 | 60,394 | ||||||||||||||
| Total current liabilities | 1,379,087 | 1,080,609 | 298,478 | ||||||||||||||
| Working Capital | $ | 702,698 | $ | 1,094,838 | $ | (392,140) | |||||||||||
As of June 30, 2026, current assets decreased by $93.7 million compared to the prior year, primarily driven by lower cash on hand of $284.4 million from the prior year related to the acquisition of the remaining interest in TAMH later in 2025. The decrease in cash on hand was partially offset by a $189.1 million increase in inventory as a result of increased commodity prices compared to the prior year.
Current liabilities increased $298.5 million year over year, primarily driven by $209.9 million of additional borrowings under the Company's revolving credit facilities, reflecting lower cash balances than the prior year following the TAMH transaction and increased market volatility in 2026.
Sources and Uses of Cash
Six months ended June 30, | ||||||||||||||
| (in thousands) | 2026 | 2025 | ||||||||||||
Net cash provided by (used in) operating activities | $ | 94,247 | $ | (50,699) | ||||||||||
Net cash used in investing activities | (123,257) | (75,707) | ||||||||||||
Net cash used in financing activities | (2,227) | (87,008) | ||||||||||||
Operating Activities
Operating activities provided $94.2 million of cash during the first six months of 2026, compared to $50.7 million of cash used in the same period of 2025. The $144.9 million year-over-year increase in cash provided was attributable to a $63.7 million favorable shift in operating assets and liabilities through normal business operations, a $61.1 million improvement to earnings in the current year, and the impact of $15.7 million of noncash impairment charges recognized in the current year.
The Andersons, Inc. | Q2 2026 Form 10-Q | 22
Investing Activities
Investing activities used $123.3 million of cash during the first six months of 2026, up from $75.7 million in the prior year. The $47.6 million increase was primarily attributable to $31.9 million in higher capital expenditures related to previously announced growth initiatives along with $12.9 million of additional property insurance proceeds received in the prior year. Management expects to invest approximately $225 million in property, plant, and equipment in 2026; roughly split 50% between growth and maintenance capital.
Financing Activities
Financing activities used $2.2 million of cash during the six months ended June 30, 2026, compared to $87.0 million for the same period in 2025. The $84.8 million year-over-year reduction was primarily driven by 130.3 million of additional borrowings on the Company's short-term lines of credit. This was partially offset by additional net payments of long-term debt of $34.8 million from the prior year.
The Company paid $13.6 million in dividends in the first six months of 2026 compared to $13.4 million paid in the prior period. The Company paid dividends of $0.20 and $0.195 per common share in January and April of 2026 and 2025, respectively. On June 18, 2026, the Company declared a cash dividend of $0.20 per common share, payable on July 22, 2026, to shareholders of record on July 1, 2026.
The Company believes it has sufficient liquidity to meet its operating needs, capital expenditures, and debt service requirements. As of June 30, 2026, the Company had consolidated cash and cash equivalents of $66.5 million and total long-term debt of $586.4 million, with $22.9 million payable within the next twelve months.
The Company's is also party to borrowing arrangements with a syndicate of banks that provide a total borrowing capacity of $1,799.2 million. As of June 30, 2026, the Company had $314.4 million of short-term debt on these borrowing arrangements and $1,481.9 million capacity available for borrowing. A significant portion of the Company's short-term borrowings support grain inventories and other working capital assets that are considered RMIs and are readily convertible to cash through normal merchandising and processing activities. Accordingly, management evaluates liquidity in conjunction with the value of these inventories, available borrowing capacity, and expected operating cash flows, rather than based solely on outstanding debt balances. As of June 30, 2026, the Company had $646.1 million of RMI which exceeded the Company's outstanding short-term debt balances.
The Company is typically in a net short-term borrowing position during the first half of the year due to the seasonal nature of its agricultural merchandising and trading activities. Short-term borrowings are primarily used to finance grain inventory purchases and other working capital assets that are expected to be converted to cash in the ordinary course of business. As commodity prices increase, the value of these inventories and related financing requirements generally increase, which may result in higher short-term borrowings and additional margin deposit requirements on exchange-traded futures contracts. Conversely, periods of declining commodity prices or inventory turnover generally release working capital and margin deposits, providing a source of liquidity that may be used to reduce outstanding borrowings. Because a substantial portion of these borrowings bear interest at variable rates, increases in interest rates could have a significant impact on the Company's profitability.
The Company's debt structure includes both recourse indebtedness at the parent and certain subsidiaries and non-recourse indebtedness at a consolidated subsidiary. Obligations under the non-recourse debt agreements are limited to the assets and operations of Skyland, a 65% owned and consolidated subsidiary, along with a separate facility under the Company's wholly owned Canadian subsidiary, and are not guaranteed by the parent company.
Recourse Financing Arrangements
The Company's recourse debt is party to borrowing arrangements with a syndicate of banks that provide a total borrowing capacity of $1,315.0 million, reflecting the amendment that reduced the Company's revolving credit facility by $250.0 million, as discussed within Note 1 to the Condensed Financial Statements.
As of June 30, 2026, the Company had $1,152.7 million recourse capacity available for borrowing under its various credit facilities and was in compliance with all financial covenants. The Company does not expect any challenges in complying with the covenant requirements of its recourse debt agreements during the next twelve months. Certain recourse long-term borrowings are collateralized by mortgages on various facilities.
The Andersons, Inc. | Q2 2026 Form 10-Q | 23
Non-Recourse Financing Arrangements
Skyland maintains a non-recourse credit facility that is secured by substantially all of the assets of the subsidiary. As of June 30, 2026, Skyland had approximately $149.3 million of short-term borrowings and $81.4 million of term debt outstanding, including $9.0 million classified as current maturities of long-term debt.
During the second quarter of 2026, Skyland and its lenders executed an amendment to its credit facilities that modified certain financial covenant requirements and increased available liquidity through an additional $10.0 million term loan commitment. As amended, Skyland had approximately $165.8 million of remaining borrowing availability under its credit facilities as of June 30, 2026.
Separately, management determined that Skyland was not in compliance with the debt service coverage ratio covenant as of June 30, 2026. Subsequent to June 30, 2026, Skyland obtained a waiver from the lender with respect to the debt service coverage ratio covenant violation. Other than the waiver of the noncompliance, the credit agreement remained unchanged, and the lender did not exercise its rights to accelerate repayment of the outstanding borrowings.
Based on current operating forecasts and expected market conditions, management believes Skyland will remain in compliance with the amended covenant requirements throughout the next twelve months. The Company continues to closely monitor Skyland's operating results, liquidity position, and covenant compliance and will evaluate potential operational, financing, and capital structure alternatives to support Skyland's financial position and compliance with its debt obligations.
Skyland's credit facility is non-recourse to the Company, and therefore, obligations and covenant compliance under the amended credit agreement are generally limited to the assets and operations of Skyland and are not expected to materially impact the Company's broader liquidity position.
The Company's Canadian subsidiary also maintains a non-recourse revolving credit facility that is secured by substantially all of the assets of the subsidiary. As of June 30, 2026, this subsidiary had approximately $5.7 million of short-term borrowings outstanding and $163.5 million available for borrowing. The Company's Canadian subsidiary was in compliance with all its financial covenants as of June 30, 2026.
At June 30, 2026, the Company had standby letters of credit outstanding of $2.9 million.
The Andersons, Inc. | Q2 2026 Form 10-Q | 24
Item 3. Quantitative and Qualitative Disclosures about Market Risk
For further information, refer to the Company's Annual Report on Form 10-K for the year ended December 31, 2025. There were no material changes in market risk, specifically commodity and interest rate risk, during the six months ended June 30, 2026.
Item 4. Controls and Procedures
Evaluation of Disclosure Controls and Procedures
Based on an evaluation under the supervision and with the participation of the Company’s management, the Company’s principal executive officer and principal financial officer have concluded that the Company’s disclosure controls and procedures as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act were effective as of June 30, 2026, to provide reasonable assurance that information required to be disclosed by the Company in reports that it files or submits under the Exchange Act is (i) recorded, processed, summarized and reported within the time periods specified in the SEC rules and forms and (ii) accumulated and communicated to the Company’s management, including its principal executive officer and principal financial officer, as appropriate to allow timely decisions regarding required disclosure.
Changes in Internal Control over Financial Reporting
There were no changes in the Company’s internal control over financial reporting during the second quarter of 2026, identified in connection with management’s evaluation required by paragraph (d) of Rules 13a-15 and 15d-15 under the Exchange Act that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.
The Andersons, Inc. | Q2 2026 Form 10-Q | 25
Part II. Other Information
Item 1. Legal Proceedings
The Company is subject to legal proceedings and claims that have not been fully resolved and that have arisen in the ordinary course of business. Refer to Part I, Item 1 of this Form 10-Q in the Notes to Condensed Consolidated Financial Statements in Note 9, “Commitments and Contingencies.”
The outcome of litigation is inherently uncertain. If one or more legal matters were resolved against the Company in a reporting period for amounts above management’s expectations, the Company’s financial condition and operating results for that reporting period could be materially adversely affected.
Item 1A. Risk Factors
The business, financial condition and operating results of the Company can be affected by a number of factors, whether currently known or unknown, including but not limited to those described in Part I, Item 1A of the 2025 Form 10-K under the heading “Risk Factors,” any one or more of which could, directly or indirectly, cause the Company’s actual financial condition and operating results to vary materially from past, or from anticipated future, financial condition and operating results. Any of these factors, in whole or in part, could materially and adversely affect the Company’s business, financial condition, operating results and stock price.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
| Periods | Total Number of Shares Purchased (a) | Average Price Paid Per Share | Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs | Approximate Dollar Value of Shares that May Yet Be Purchased Under the Plans or Programs (b) | ||||||||||||||||||||||
April 2026 | — | $ | — | — | $ | 82,339,037 | ||||||||||||||||||||
May 2026 | 129 | 78.54 | — | 82,339,037 | ||||||||||||||||||||||
June 2026 | 64,425 | 71.51 | 64,425 | 77,731,798 | ||||||||||||||||||||||
| Total | 64,554 | $ | 71.53 | 64,425 | $ | 77,731,798 | ||||||||||||||||||||
(a) During the three months ended June 30, 2026, the Company acquired shares of common stock held by employees who tendered owned shares to satisfy tax withholding obligations.
(b) As of August 15, 2024, the Company was authorized to purchase up to $100 million of the Company’s common stock (the "Repurchase Plan") on or before August 15, 2027. As of June 30, 2026, approximately $22.3 million of the $100 million available to repurchase shares had been utilized. The Repurchase Plan does not obligate the Company to acquire any specific number of shares. Under the Repurchase Plan, shares may be repurchased in privately negotiated and/or open market transactions, including under plans complying with Rule 10b5-1 under the Exchange Act.
Item 5. Other Information
During the three months ended June 30, 2026, one of the Company’s directors or executive officers adopted , modified, or terminated
On May 20, 2026 , Brian K. Walz , Senior Vice President & Treasurer , entered into a Rule 10b5-1 plan to sell up to 5,950 shares of the Company's common stock, based on certain price parameters, from August 20, 2026, to August 20, 2027 .
The Andersons, Inc. | Q2 2026 Form 10-Q | 26
Item 6. Exhibits
| Exhibit Number | Description | |||||||
| 10.1* | ||||||||
| 10.2* | ||||||||
| 31.1* | ||||||||
| 31.2* | ||||||||
| 32.1** | ||||||||
| 101** | Inline XBRL Document Set for the Condensed Consolidated Financial Statements and accompanying notes in Part I, Item 1, “Financial Statements” of this Quarterly Report on Form 10-Q. | |||||||
| 104** | Inline XBRL for the cover page of this Quarterly Report on Form 10-Q, included in the Exhibit 101 Inline XBRL Document Set. | |||||||
* Filed herewith | ||||||||
** Furnished herewith | ||||||||
Items 3 and 4 are not applicable and have been omitted.
The Andersons, Inc. | Q2 2026 Form 10-Q | 27
Signatures
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| THE ANDERSONS, INC. | ||||||||
| Date: August 4, 2026 | /s/ William E. Krueger | |||||||
| William E. Krueger | ||||||||
| President and Chief Executive Officer | ||||||||
| Date: August 4, 2026 | /s/ Brian A. Valentine | |||||||
| Brian A. Valentine | ||||||||
| Executive Vice President and Chief Financial Officer | ||||||||
The Andersons, Inc. | Q2 2026 Form 10-Q | 28
Exhibit 10.1
SECOND AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT AND WAIVER AGREEMENT
This SECOND AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT
AND WAIVER AGREEMENT (this “Agreement”), dated as of March 20, 2026, is entered into by and among SKYLAND GRAIN, L.L.C., a Kansas limited liability company (the “Borrower”), the Guarantors identified on the signature pages hereto, the Lenders and Voting Participants identified on the signature pages hereto and COBANK, ACB, as Administrative Agent, Swing Line Lender, and Issuing Lender. Capitalized terms used herein but not otherwise defined herein shall have the meanings provided to such terms in the Existing Credit Agreement or the Credit Agreement, as applicable.
RECITALS
WHEREAS, the Borrower, the Guarantors from time to time party thereto, the Lenders from time to time party thereto, the Administrative Agent, the Swing Line Lender, and the Issuing Lender are parties to that certain Amended and Restated Credit Agreement dated as of November 1, 2024 (as may be amended, restated, amended and restated, modified, supplemented, increased and extended prior to the date hereof, the “Existing Credit Agreement”, and as amended by this Agreement, the “Credit Agreement”).
WHEREAS, the Borrower has requested that the Administrative Agent and the Lenders amend certain terms of the Existing Credit Agreement.
WHEREAS, the Borrower has notified the Administrative Agent that the financial statements delivered pursuant to Section 6.1(a) of the Credit Agreement for the period ending December 31, 2025 (the “Inaccurate Financials”) were required to be restated due to the occurrence of certain accounting errors in the originally submitted financial statements for such period.
WHEREAS, the Borrower has requested that the Administrative Agent waive any Event of Default that has occurred under Section 9.1(b) of the Credit Agreement due to the submission of the Inaccurate Financials (the “Existing Event of Default”).
WHEREAS, the Administrative Agent and the requisite Lenders and Voting Participants have agreed to waive the Existing Event of Default, and amend the Credit Agreement, but only pursuant to the terms and conditions set forth herein.
AGREEMENT
NOW, THEREFORE, in consideration of these premises and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows:
1.Amendment to the Existing Credit Agreement. Subject to the terms and conditions set forth herein and the effectiveness of this Agreement in accordance with its terms, the parties hereto agree that Section 7.5 of the Existing Credit Agreement shall be amended to delete “and” at the end of clause (i), replace the period at the end of clause (j) and replace with “; and” and add the following new clause (k) immediately following clause (j):
(k) Heartland Soil Services, LLC, a Subsidiary of the Borrower, shall be permitted to make an Investment in a newly formed Joint Venture in an aggregate amount not to exceed
$600,000, which newly formed Joint Venture shall operate as a soil analysis laboratory.
SECOND AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT AND WAIVER AGREEMENT
SKYLAND GRAIN, L.L.C.
2.Waiver. The Lenders and Voting Participants constituting Required Lenders hereby agree to waive the Existing Events of Default. The above one-time, limited waiver shall not modify or affect the Loan Parties’ obligations to comply fully with the terms of Section 5.10 of the Credit Agreement for any future periods or any other duty, term, condition or covenant contained in the Credit Agreement or any other Loan Document. The waiver herein is limited solely to the specific waiver identified above and nothing contained in this Agreement shall be deemed to constitute a waiver of any other rights or remedies the Administrative Agent or any Lender may have under the Credit Agreement or any other Loan Document or under applicable law.
3.Conditions Precedent. This Agreement shall be effective on the date that each of the following conditions have been satisfied as determined by the Administrative Agent in its reasonable discretion:
(a)the Borrower and the Required Lenders shall have delivered to the Administrative Agent this Agreement (or their approval thereof, in the case of Voting Participants), duly executed; and
(b)the Administrative Agent shall have received, in form and substance satisfactory to the Administrative Agent and, if applicable, its counsel, such other documents in connection with such transactions as the Administrative Agent or its counsel may reasonably request.
4.Representations of Loan Parties. Each Loan Party represents and warrants to the Administrative Agent and the Lenders as follows:
(a)Each Loan Party has the requisite power and authority and has taken all necessary action to authorize the execution, delivery, and performance of this Agreement in accordance with its terms.
(b)This Agreement has been duly executed and delivered by each Loan Party and is the legally valid and binding obligation of such Loan Party, enforceable against such Loan Party in accordance with its respective terms, except as may be limited by Debtor Relief Laws affecting creditors’ rights generally or by general equitable principles relating to enforceability.
(c)The execution, delivery and performance by the Loan Parties of this Agreement and the consummation of the transactions contemplated by this Agreement do not and will not require, as a condition to the effectiveness thereof, any registration with, consent or approval of, or notice to, or other action to, with or by, any Governmental Authority except for filings, recordings or consents where failure to obtain or make could not reasonably be expected to have a Material Adverse Change.
(d)No material consent or approval of, registration or filing with, or any other action by, any Governmental Authority is required in connection with the execution, delivery or performance by any Loan Party of this Agreement other than those that have already been obtained and are in full force and effect.
Immediately after giving effect to this Agreement: (i) the representations and warranties of the Loan Parties set forth in Article V of the Credit Agreement are true, accurate and complete in all material respects (but without duplication of any existing materiality qualifiers) on and as of the date hereof to the same extent as though made on and as of such date except to the extent such representations and warranties specifically relate to an earlier date (in which case they are true, accurate and complete in all material respects (but without duplication of any existing
2 | ||
materiality qualifiers) as of such earlier date); and (ii) other than the Existing Event of Default, no Default or Event of Default exists on and as of the date hereof.
5.Incorporation of Agreement. Except as specifically modified herein, the terms of the Loan Documents shall remain in full force and effect. The execution, delivery and effectiveness of this Agreement shall not operate as a waiver of any right, power or remedy of the Administrative Agent or the Lenders under the Loan Documents, or constitute a waiver or amendment of any provision of the Loan Documents, except as expressly set forth herein. This Agreement shall constitute a Loan Document.
6.Entirety. This Agreement, the Credit Agreement, and the other Loan Documents embody the entire agreement among the parties hereto and supersede all prior agreements and understandings, oral or written, if any, relating to the subject matter hereof. This Agreement, the Credit Agreement, and the other Loan Documents represent the final agreement between the parties and may not be contradicted by evidence of prior, contemporaneous, or subsequent oral agreements of the parties.
7.Counterparts. This Agreement may be executed in any number of counterparts, each of which when so executed and delivered shall be an original, but all of which shall constitute one and the same instrument. Delivery of executed counterparts of this Agreement by telecopy or other secure electronic format (.pdf) shall be effective as an original.
8.Governing Law; Submission to Jurisdiction; Waiver of Venue; Service of Process; Waiver of Jury Trial. The governing law, submission to jurisdiction, waiver of venue, service of process, and waiver of jury trial provisions contained in Section 11.10 of the Credit Agreement are hereby incorporated by reference mutatis mutandis.
9.Further Assurances. Each of the parties hereto agrees to execute and deliver, or to cause to be executed and delivered, all such instruments as may reasonably be requested to effectuate the intent and purposes, and to carry out the terms, of this Agreement.
10.Miscellaneous. Section headings in this Agreement are included herein for convenience of reference only and shall not constitute a part of this Agreement for any other purpose. Wherever possible, each provision of this Agreement shall be interpreted in such a manner as to be effective and valid under applicable Laws, but if any provision of this Agreement shall be prohibited by or invalid under applicable Laws, such provision shall be ineffective to the extent of such prohibition or invalidity, without invalidating the remainder of such provision or the remaining provisions of this Agreement. Except as otherwise provided in this Agreement, if any provision contained in this Agreement is in conflict with, or inconsistent with, any provision in any Loan Document, the provision contained in this Agreement shall govern and control.
[Remainder of page intentionally left blank.]
3 | ||
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as of the date first written above.
BORROWER:
SKYLAND GRAIN, L.L.C., a Kansas limited liability company
By:
Name:
Title:
SECOND AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT AND WAJVER AGREEMENT
SKYLAND GRAJN, L.L.C.
ADMINISTRATIVE AGENT:
COBANK, ACB, as Administrative Agent
By: Name:
Title:
SECOND AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT AND WAIVER AGREEMENT SKYLAND GRAIN, L.L.C. | ||
LENDERS: COBANK, FCB, as a Lender
By: Name:
Title:
SECOND AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT AND WAIVER AGREEMENT SKYLAND GRAIN, L.L.C. | ||
FARM CREDIT MID-AMERICA, PCA, as a
Lender
By:
Name:
Title:
SECOND AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT AND WAIVER AGREEMENT SKYLAND GRAIN, L.L.C. | ||
VOTING PARTICIPANTS: AgWest Farm Credit, FLCA, as a Voting Participant
By: Name: Title:
SECOND AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT AND WAIVER AGREEMENT SKYLAND GRAIN, L.L.C. | ||
VOTING PARTICIPANTS: American AgCredit, FLCA, as a Voting Participant
By: Name:
Title:
SECOND AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT AND WAIVER AGREEMENT SKYLAND GRAIN, L.L.C. | ||
VOTING PARTICIPANTS: CAPITAL FARM CREDIT, FLCA , as a Voting
Participant
By: Name:
Title:
SECOND AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT AND WAIVER AGREEMENT SKYLAND GRAIN, L.L.C. | ||
VOTING PARTICIPANTS: Farm Credit Bank of Texas, as a Voting Participant
By: Name:
Title:
SECOND AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT AND WAIVER AGREEMENT SKYLAND GRAIN, L.L.C. | ||
VOTING PARTICIPANTS: FARM CREDIT EAST, ACA, as a Voting Participant
By: Name:
Title:
SECOND AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT AND WAIVER AGREEMENT SKYLAND GRAIN, L.L.C. | ||
VOTING PARTICIPANTS: GreenStone Farm Credit Services, FLCA, as a
Voting Participant
By: Name:
Title:
SECOND AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT AND WAIVER AGREEMENT SKYLAND GRAIN, L.L.C. | ||
VOTING PARTICIPANTS: HIGH PLAINS FARM CREDIT, FLCA, as a Voting Participant
By: Name:
Title:
SECOND AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT AND WAIVER AGREEMENT SKYLAND GRAIN, L.L.C. | ||
VOTING PARTICIPANTS: HORIZON FARM CREDIT, FLCA, as a Voting
Participant
By:
Name:
Title:
SECOND AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT AND WAIVER AGREEMENT SKYLAND GRAIN, L.L.C. | ||
VOTING PARTICIPANTS: YOSEMITE LAND BANK, FLCA as a Voting
Participant
By: Name:
Title:
SECOND AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT AND WAIVER AGREEMENT SKYLAND GRAIN, L.L.C. | ||
Exhibit 10.2
THIRD AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT AND WAIVER AGREEMENT
This THIRD AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT AND WAIVER AGREEMENT (this “Agreement”), dated as of June 29, 2026, is entered into by and among SKYLAND GRAIN, L.L.C., a Kansas limited liability company (the “Borrower”), the Guarantors identified on the signature pages hereto, the Lenders and Voting Participants identified on the signature pages hereto and COBANK, ACB, as Administrative Agent, Swing Line Lender, and Issuing Lender. Capitalized terms used herein but not otherwise defined herein shall have the meanings provided to such terms in the Existing Credit Agreement or the Credit Agreement, as applicable.
RECITALS
WHEREAS, the Borrower, the Guarantors from time to time party thereto, the Lenders from time to time party thereto, the Administrative Agent, the Swing Line Lender, and the Issuing Lender are parties to that certain Amended and Restated Credit Agreement dated as of November 1, 2024 (as may be amended, restated, amended and restated, modified, supplemented, increased and extended prior to the date hereof, the “Existing Credit Agreement”, and as amended by this Agreement, the “Credit Agreement”).
WHEREAS, the Borrower has requested that the Administrative Agent and the Lenders amend certain terms of the Existing Credit Agreement.
WHEREAS, the Borrower has notified the Administrative Agent that Events of Default may have occurred under Section 9.1(c) of Existing Credit Agreement based upon a potential breach of the covenants set forth in Sections 8.2 and 8.3 of the Existing Credit Agreement for the calendar month ending May 31, 2026 (collectively, the “Potential Event of Default”).
WHEREAS, the Administrative Agent and the requisite Lenders and Voting Participants have agreed to waive the Potential Event of Default and amend the Credit Agreement, but only pursuant to the terms and conditions set forth herein.
AGREEMENT
NOW, THEREFORE, in consideration of these premises and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows:
1.Amendments to the Existing Credit Agreement. Subject to the terms and conditions set forth herein and the effectiveness of this Agreement in accordance with its terms, the Existing Credit Agreement is hereby amended as follows:
1.The following new definitions are hereby added to Section 1.1 of the Existing Credit Agreement in the appropriate alphabetical order to read as follows:
"2025 Variable Rate Term Loan Facility Increase" has the meaning specified in Section 2.5(e)(i).
.
"2025 Variable Rate Term Loan Facility Increase Lender" has the meaning specified in Section 2.5(e)(iv).
"Notice of 2025 Variable Rate Term Loan Facility Increase" means a facility increase notice meeting the requirements of Section 2.5(e)(i) and in form and substance reasonably satisfactory to the Administrative Agent.
"Third Amendment Effective Date" means June 29, 2026.
2.Each of the following definitions in Section 1.1 of the Existing Credit Agreement is hereby amended and restated in its entirety to read as follows:
"2025 Variable Rate Term Lender" means each Lender (2025 Variable Rate Term Loan Facility Increase Lender) having a 2025 Variable Rate Term Loan Commitment or who has funded or purchased all or a portion of a 2025 Variable Rate Term Loan in accordance with the terms hereof.
"2025 Variable Rate Term Loan Commitment" means, as to any Lender at any time, the amount initially set forth opposite its name on Schedule 1.1(B), as such Commitment is thereafter assigned or modified or increased/established pursuant to any 2025 Variable Rate Term Loan Facility Increase, and "2025 Variable Rate Term Loan Commitments" means the aggregate 2025 Variable Rate Term Loan Commitments of all of the Lenders. As of the First Amendment Effective Date, the aggregate amount of the 2025 Variable Rate Term Loan Commitments of the Lenders is $14,700,000.00.
"Consolidated Net Worth" means, as of any date of determination, in accordance with GAAP, total stockholders' equity as of such date determined on a Consolidated basis.
"Loan Documents" means this Agreement, the Fee Letter, the Environmental Indemnity, the Collateral Documents, the Solvency Certificates, the Perfection and Diligence Certificate, the Landlord Agreements (if any), the Notices of Seasonal Term Loan Borrowing (if any), the Seasonal Term Loan Funding Agreements (if any), the Notices of Revolving Facility Increase (if any), the Notes, Secured Bank Products, Hedge Agreements, any subordination agreement entered into in connection with Liens permitted pursuant to clause (l) of the definition of “Permitted Liens” set forth in Section 1.1, and any other instruments, certificates or documents delivered in connection herewith or therewith, all as amended, restated, reaffirmed, reconfirmed, replaced, substituted or otherwise modified from time to time.
"Working Capital" means the sum of, in accordance with GAAP, (i) current assets minus (ii) current liabilities. For purposes of calculating "current assets," any available commitment under the Revolving Term Credit Facilities (less the amount that would be considered a current liability if fully advanced) may be included. For purposes of calculating "current liabilities," the aggregate principal amount of all outstanding Revolving Facility Loans, Swing Line Loans and Seasonal Term Loans shall be included but other non-revolving Indebtedness shall only be included as a “current liability” to the extent such Indebtedness is due within one year (including both amortization and bullet payments).
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3.The definition of “Permitted Liens” in Section 1.1 of the Existing Credit Agreement is hereby amended by (i) deleting “and” at the end of clause (j), (ii) replacing “.” at the end of clause (k) with “; and” and (iii) adding a new clause (l) immediately following clause (k) to read as follows:
(e) Liens securing Indebtedness permitted under Section 7.1(l), provided, that such Liens shall rank “second” in priority to the Liens, security interests and mortgages in favor of the Administrative Agent for the benefit of the Secured Parties and shall be subject to a subordination agreement (or other subordination provisions in lieu thereof) on terms reasonably satisfactory to the Administrative Agent.
4.Section 2.5 of the Existing Credit Agreement is hereby amended by adding a new clause (e) immediately following clause (d) to read as follows:
(e) Increase of 2025 Variable Rate Term Loan Facility.
(i) Once during the period from the Third Amendment Effective Date and prior to the Maturity Date with respect to the 2025 Variable Rate Term Loan Facility, the Borrower may request an increase in the 2025 Variable Rate Term Loan Facility, which increase would be effectuated via the establishment of additional 2025 Variable Rate Term Loan Commitments in accordance with this Section 2.5(e) (the "2025 Variable Rate Term Loan Facility Increase") by delivering a Notice of 2025 Variable Rate Term Loan Facility Increase to the Administrative Agent, specifying (subject to the restrictions set forth in this Section 2.5(e)(i)) therein (x) the amount of the requested 2025 Variable Rate Term Loan Facility Increase and (y) the requested effective date of the proposed 2025 Variable Rate Term Loan Facility Increase (which shall be not less than twenty-one (21) days from the date of delivery of the Notice of 2025 Variable Rate Term Loan Facility Increase (or such shorter period of time as to which the Administrative Agent may agree in its sole discretion)). Subject to the last sentence in Section 2.5(e)(iv), the Notice of 2025 Variable Rate Term Loan Facility Increase delivered by the Borrower shall be irrevocable and shall be binding upon all Loan Parties. At the time of delivery of the Notice of 2025 Variable Rate Term Loan Facility Increase, the Borrower shall also deliver to the Administrative Agent a certificate of an Authorized Officer of the Borrower certifying (1) that, after giving effect to such 2025 Variable Rate Term Loan Facility Increase, the Borrower shall be in pro forma compliance with the covenants set forth in Article VIII as of the most recent period for which financial statements have been delivered (and showing the calculations thereof), (2) that, both before and after giving effect to such 2025 Variable Rate Term Loan Facility Increase, there shall not exist a Borrowing Base Deficit, and (3) that no Default or Event of Default then exists or would be caused thereby.
(ii) The aggregate principal amount of the 2025 Variable Rate Term Loan Facility Increase made pursuant to this Section 2.5(e) shall not exceed $10,000,000.00. For the avoidance of doubt, each new commitment in connection with any 2025 Variable Rate Term Loan Facility Increase shall constitute a 2025 Variable Rate Term Loan Commitment hereunder, each loan made in connection with any 2025 Variable Rate Term Loan Facility Increase
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shall constitute a 2025 Variable Rate Term Loan Facility Loan and each such commitment and loan shall be subject to the same terms and conditions as all the existing 2025 Variable Rate Term Loan Facility Loans, including with respect to the Maturity Date therefor, repayment (provided, that, Schedule 2.5(b) shall be amended and restated in connection with the 2025 Variable Rate Term Loan Facility Increase in order to increase the quarterly payments provided for in such Schedule 2.5(b) ratably based on the principal amount of such 2025 Variable Rate Term Loan Facility Increase) and prepayments therefor and interest thereon.
(iii) Upon receipt of a request for a 2025 Variable Rate Term Loan Facility Increase from the Borrower, the Administrative Agent may, in its sole discretion, offer one or more Lenders with outstanding 2025 Variable Rate Term Loans, other Lenders or new lenders the opportunity, in such amounts as the Administrative Agent shall determine, to participate in the 2025 Variable Rate Term Loan Facility Increase by establishing a new 2025 Variable Rate Term Loan Commitment of such Lender or new lender. The Administrative Agent shall have no obligation to offer any 2025 Variable Rate Term Lender, other Lender or new lender the opportunity to participate in any such 2025 Variable Rate Term Loan Facility Increase and nothing herein shall prohibit the Administrative Agent from retaining for its own account, as a 2025 Variable Rate Term Lender, all or substantially all of such 2025 Variable Rate Term Loan Facility Increase. Each 2025 Variable Rate Term Lender, other Lender or new lender that fails to respond to such notice in writing in a form acceptable to the Administrative Agent within the period of time provided therein shall be deemed to have elected not to participate in such 2025 Variable Rate Term Loan Facility Increase. No Lender or new lender shall have any obligation to participate in any 2025 Variable Rate Term Loan Facility Increase, and any decision by a Lender or new lender to participate in any 2025 Variable Rate Term Loan Facility Increase shall be made in its sole discretion independently from any other Lender or new lender.
(iv) If in response to the offer to participate in such 2025 Variable Rate Term Loan Facility Increase made by the Administrative Agent pursuant to Section 2.5(e)(iii), the Administrative Agent obtains one or more subscriptions to participate in a requested 2025 Variable Rate Term Loan Facility Increase from Lenders and/or from any other Person (provided that each such Lender shall be approved by the Administrative Agent) that has agreed to become a Lender in respect of all or a portion of the 2025 Variable Rate Term Loan Facility Increase (each such existing Lender or other Person, a "2025 Variable Rate Term Loan Facility Increase Lender"), in excess of the requested 2025 Variable Rate Term Loan Facility Increase, the Administrative Agent shall have the right, in its sole discretion but with the consent of the Borrower, to reduce and reallocate (within the minimum and maximum amounts specified by each such Person in its notice to the Administrative Agent) the shares of the 2025 Variable Rate Term Loan Facility Increase of the Persons willing to commit to such 2025 Variable Rate Term Loan Facility Increase so that the total committed 2025 Variable Rate Term Loan Facility Increase equals the requested 2025 Variable Rate Term Loan Facility Increase. If the Administrative Agent does not receive commitments from 2025 Variable Rate Term Loan Facility Lenders in an amount sufficient to
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fund the requested 2025 Variable Rate Term Loan Facility Increase, the Administrative Agent shall so notify Borrower and the request for such 2025 Variable Rate Term Loan Facility Increase shall be deemed automatically reduced to equal the amount of the commitments received.
(v) The Administrative Agent shall provide to the Borrower, each 2025 Variable Rate Term Lender and each 2025 Variable Rate Term Loan Facility Increase Lender, a notice setting forth (w) the amount of the approved 2025 Variable Rate Term Loan Facility Increase, (x) the effective date of the approved 2025 Variable Rate Term Loan Facility Increase, (y) any fees payable to the 2025 Variable Rate Term Loan Facility Lenders in connection with such 2025 Variable Rate Term Loan Facility Increase, and (z) for each 2025 Variable Rate Term Loan Facility Lender, its respective 2025 Variable Rate Term Loan Facility Commitment and Pro Rata Share of the aggregate 2025 Variable Rate Term Loan Facility after giving effect to the 2025 Variable Rate Term Loan Facility Increase. In addition, a fee letter shall be entered into between the Administrative Agent and Borrower in connection with any such 2025 Variable Rate Term Loan Facility Increase setting forth all fees payable to the Administrative Agent in connection with obtaining subscriptions for, and implementation of, the 2025 Variable Rate Term Loan Facility Increase (which fee letter shall be a Fee Letter).
(vi) On the effective date of the 2025 Variable Rate Term Loan Facility Increase:
(A) Each new 2025 Variable Rate Term Lender shall execute and deliver a lender joinder in the form reasonably acceptable to the Administrative Agent;
(B) the Borrower shall pay to the Administrative Agent such fees as may be described in any Fee Letter related to such 2025 Variable Rate Term Loan Facility Increase;
(C) the Borrower shall execute and deliver a new or replacement 2025 Variable Rate Term Loan Note for any 2025 Variable Rate Term Loan Facility Lender that may require one;
(D) the Borrower shall deliver to the Administrative Agent officer's certificates and ratification agreements executed by each Loan Party and such evidence of satisfaction of all conditions set forth in Section 4.2, appropriate corporate authorization on the part of each Loan Party with respect to the requested 2025 Variable Rate Term Loan Facility Increase, amendments to any other Loan Documents reasonably requested by the Administrative Agent in relation to the requested 2025 Variable Rate Term Loan Facility Increase (which amendments to the Loan Documents (other than this Agreement) the Administrative Agent is hereby authorized to execute on behalf of the Lenders), updates or endorsements to policies of title insurance, flood hazard determination certificates (and, if applicable, evidence of flood insurance) with respect
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to each parcel of property subject to a Mortgage, such amendments to the existing Mortgages as the Administrative Agent shall deem necessary to increase the amount of indebtedness secured thereby due to the increase in the Secured Obligations as a result of the 2025 Variable Rate Term Loan Facility Increase, the results of lien searches from applicable jurisdictions, and such opinions of counsel for the Loan Parties with respect to the requested 2025 Variable Rate Term Loan Facility Increase and other assurances as the Administrative Agent may reasonably request; and
(E) the Administrative Agent shall confirm, in writing, that the approved 2025 Variable Rate Term Loan Facility Increase has become effective and that new 2025 Variable Rate Term Loan Commitments have been established in the amount thereof.
The Administrative Agent shall record relevant information regarding the 2025 Variable Rate Term Loan Facility Increase (including information with respect to 2025 Variable Rate Term Loan Facility Increase Lenders) in the Register in accordance with Section 11.7(c); provided, however, that failure to make any such recordation, or any error in such recordation, shall not affect the Borrower's obligations in respect of any 2025 Variable Rate Term Loan Commitments or 2025 Variable Rate Term Loans.
5.Section 2.16(c) of the Existing Credit Agreement is hereby amended by adding the following parenthetical immediately after “within three hundred sixty-five (365) days after the receipt of such Net Cash Proceeds”:
(provided, however, that, such three hundred sixty-five (365)-day period shall be extended to December 31, 2027 in the case of the reinvestment by the Loan Parties of the Net Cash Proceeds from the “Sunray”-related Casualty Event which occurred in 2025)
6.Section 7.1(c) of the Existing Credit Agreement is hereby amended and restated in its entirety to read as follows:
(c) (i) Indebtedness (other than Indebtedness incurred pursuant to Section 7.1(l) below) incurred with respect to Synthetic Lease Obligations and Capital Leases with Farm Credit Leasing Services Corporation for fixed or capital assets; and (ii) Indebtedness incurred with respect to Purchase Money Security Interests, Synthetic Lease Obligations and Capital Leases with any other Person for fixed or capital assets not in excess of the Threshold Amount in the aggregate outstanding at any time;
7.Section 7.1 of the Existing Credit Agreement is hereby further amended by (i) deleting “and” at the end of clause (j), (ii) replacing “.” at the end of clause (k) with “; and” and (iii) adding a new clause (l) immediately following clause (k) to read as follows:
8.(e) Indebtedness owed to Farm Credit Leasing Services Corporation in an aggregate principal amount not to exceed $10,000,000.00.
9.Section 7.15 of the Existing Credit Agreement is hereby amended and restated in its entirety to read as follows:
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7.15 Negative Pledges; Other Inconsistent Agreements. Each of the Loan Parties covenants and agrees that it shall not, and shall not permit any of its Subsidiaries to, enter into any agreement containing any provision which would (a) be breached by any Borrowing by the Borrower hereunder or by the performance by the Loan Parties or their respective Subsidiaries of any of their obligations hereunder or under any other Loan Document; (b) limit the ability of any Loan Party or any Subsidiary of any Loan Party to create, incur, assume or suffer to exist Liens on property of such Person; (c) create or permit to exist or become effective any encumbrance or restriction on the ability of any Loan Party or Subsidiary of any Loan Party to (i) make Restricted Payments to any Loan Party, or pay any Indebtedness owed to any Loan Party, (ii) make loans or advances to any Loan Party, (iii) transfer any of its assets or properties to any Loan Party, or (iv) Guarantee the Indebtedness of any Loan Party, provided, however, that clause (b) and this clause (c) shall not prohibit any negative pledge incurred or provided in favor of any holder of Indebtedness permitted under Section 7.1(c) solely to the extent any such negative pledge relates to the property financed by or the subject of such Indebtedness or any negative pledge incurred or provided in favor of any holder of Indebtedness permitted under Section 7.1(l) solely to the extent any such negative pledge relates to the Liens permitted pursuant to clause (l) of the definition of “Permitted Liens” and any such restrictions or negative pledge does not interfere with any of the Loan Parties’ rights or obligations under the Loan Documents; or (d) require the grant of a Lien to secure an obligation of such Person if a Lien is granted to secure another obligation of such Person; provided, however, that the foregoing shall not apply to restrictions and conditions imposed by applicable Law or by this Agreement or any other Loan Document.
10.Section 8.2 of the Existing Credit Agreement is hereby amended and restated in its entirety to read as follows:
8.2 Minimum Working Capital. Commencing with the delivery of the financial statements required pursuant to Section 6.1(b) and the Compliance Certificate required pursuant to Section 6.1(c), in each case for the fiscal year of the Borrower ending December 31, 2024, and tested as of December 31, 2024 and as of each month end occurring after delivery of such financial statements and Compliance Certificate, the Loan Parties shall maintain at all times Working Capital of the Borrower of not less than (a) from the Closing Date through and including April 30, 2026, $55,000,000.00, (b) from May 31, 2026 through and including June 30, 2026, $45,000,000.00, (c) from July 31, 2026 through and including December 31, 2027, $50,000,000.00, (d) from January 1, 2028 through and including December 31, 2028, $55,000,000.00 and (e) thereafter, $60,000,000.00.
(a)Section 8.3 of the Existing Credit Agreement is hereby amended and restated in its entirety to read as follows:
8.3 Minimum Consolidated Net Worth. Commencing with the delivery of the financial statements required pursuant to Section 6.1(b) and the Compliance Certificate required pursuant to Section 6.1(c), in each case for the fiscal month of the Borrower ending as of May 31, 2026 and as of each month end occurring after delivery of such financial statements and Compliance Certificate, the Loan Parties shall maintain at all times Consolidated Net Worth of the Borrower of not less than $107,500,000.00, increasing, as of the end of each fiscal year of the Borrower (commencing with the fiscal
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year of the Borrower ending on December 31, 2026), by 25% of the sum of (a) net income before taxes of the Borrower, determined on a Consolidated basis, without duplication, in accordance with GAAP, at the end of each fiscal year of the Borrower minus (ii) the amount of Restricted Payments permitted to be made by the Borrower pursuant to Section 7.6(d) and actually made during such fiscal year period.
(b)Section 9.1 of the Existing Credit Agreement is hereby amended to (i) delete “or” at the end of clause (m), (ii) replace the period at the end of clause (n) with “; or” and (iii) add the following new clause (o) immediately following clause (n):
(o) Subordination. (i) Any of the subordination, standstill, payover and insolvency related provisions of any of the subordination agreement or provisions required pursuant to clause (l) of the definition of “Permitted Liens” or the documentation governing the Liens incurred pursuant to clause (l) of the definition of “Permitted Liens” and the underlying Indebtedness (the “Subordination Provisions”) shall, in whole or in part, terminate, cease to be effective or cease to be legally valid, binding and enforceable against any holder of the applicable Liens; or (ii) the Borrower or any other Loan Party shall, directly or indirectly, disavow or contest in any manner (A) the effectiveness, validity or enforceability of any of the Subordination Provisions, (B) that the Subordination Provisions exist for the benefit of the Administrative Agent and Secured Parties or (C) that all payments of principal of or premium and interest realized from the liquidation of any property of any Loan Party, shall be subject to any of the Subordination Provisions.
(c)Section 11.8 of the Existing Credit Agreement is hereby amended by adding a new paragraph at the end of such Section to read as follows:
For the avoidance of doubt, nothing herein prohibits any individual from communicating or disclosing information regarding suspected violations of laws, rules, or regulations to a governmental, regulatory, or self-regulatory authority.
(d)Exhibit B to the Existing Credit Agreement is hereby amended and restated to read as Exhibit B attached hereto.
11.Conditions Precedent. This Agreement shall be effective on the date that each of the following conditions have been satisfied as determined by the Administrative Agent in its reasonable discretion:
(a)the Borrower and the Required Lenders shall have delivered to the Administrative Agent this Agreement (or their approval thereof, in the case of Voting Participants), duly executed;
(b)the Administrative Agent shall have received, in form and substance satisfactory to the Administrative Agent and, if applicable, its counsel, a certificate dated as of the Third Amendment Effective Date and signed by the Secretary or an Assistant Secretary of each of the Loan Parties, certifying as to the names of the Authorized Officers authorized to sign the Loan Documents and their true signatures;
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(c)the Borrower shall have paid all fees and expenses related to the Facilities and this Agreement and the other Loan Documents payable on or before the Third Amendment Effective Date as required by this Agreement, any Fee Letter or any other Loan Document; and
(d)the Administrative Agent shall have received, in form and substance satisfactory to the Administrative Agent and, if applicable, its counsel, such other documents in connection with such transactions as the Administrative Agent or its counsel may reasonably request.
12.Representations of Loan Parties. Each Loan Party represents and warrants to the Administrative Agent and the Lenders as follows:
(1)Each Loan Party has the requisite power and authority and has taken all necessary action to authorize the execution, delivery, and performance of this Agreement in accordance with its terms.
(2)This Agreement has been duly executed and delivered by each Loan Party and is the legally valid and binding obligation of such Loan Party, enforceable against such Loan Party in accordance with its respective terms, except as may be limited by Debtor Relief Laws affecting creditors’ rights generally or by general equitable principles relating to enforceability.
(3)The execution, delivery and performance by the Loan Parties of this Agreement and the consummation of the transactions contemplated by this Agreement do not and will not require, as a condition to the effectiveness thereof, any registration with, consent or approval of, or notice to, or other action to, with or by, any Governmental Authority except for filings, recordings or consents where failure to obtain or make could not reasonably be expected to have a Material Adverse Change.
(4)No material consent or approval of, registration or filing with, or any other action by, any Governmental Authority is required in connection with the execution, delivery or performance by any Loan Party of this Agreement other than those that have already been obtained and are in full force and effect.
(5)Immediately after giving effect to this Agreement: (i) the representations and warranties of the Loan Parties set forth in Article V of the Credit Agreement are true, accurate and complete in all material respects (but without duplication of any existing materiality qualifiers) on and as of the date hereof to the same extent as though made on and as of such date except to the extent such representations and warranties specifically relate to an earlier date (in which case they are true, accurate and complete in all material respects (but without duplication of any existing materiality qualifiers) as of such earlier date); and (ii) other than the Potential Event of Default, no Default or Event of Default exists on and as of the date hereof.
4. Waiver. The Lenders and Voting Participants constituting Required Lenders hereby agree to waive the Potential Event of Default. The above one-time, limited waiver shall not modify or affect the Loan Parties’ obligations to comply fully with the terms of Section 5.10 of the Credit Agreement for any future periods or any other duty, term, condition or covenant contained in the Credit Agreement or any other Loan Document. The waiver herein is limited solely to the specific waiver identified above and nothing contained in this Agreement shall be deemed to constitute a waiver of any other rights or remedies the Administrative Agent or any Lender may have under the Credit Agreement or any other Loan Document or under applicable law.
9
5. Incorporation of Agreement. Except as specifically modified herein, the terms of the Loan Documents shall remain in full force and effect. The execution, delivery and effectiveness of this Agreement shall not operate as a waiver of any right, power or remedy of the Administrative Agent or the Lenders under the Loan Documents, or constitute a waiver or amendment of any provision of the Loan Documents, except as expressly set forth herein. This Agreement shall constitute a Loan Document.
6. Entirety. This Agreement, the Credit Agreement, and the other Loan Documents embody the entire agreement among the parties hereto and supersede all prior agreements and understandings, oral or written, if any, relating to the subject matter hereof. This Agreement, the Credit Agreement, and the other Loan Documents represent the final agreement between the parties and may not be contradicted by evidence of prior, contemporaneous, or subsequent oral agreements of the parties.
7. Counterparts. This Agreement may be executed in any number of counterparts, each of which when so executed and delivered shall be an original, but all of which shall constitute one and the same instrument. Delivery of executed counterparts of this Agreement by telecopy or other secure electronic format (.pdf) shall be effective as an original.
8. Governing Law; Submission to Jurisdiction; Waiver of Venue; Service of Process; Waiver of Jury Trial. The governing law, submission to jurisdiction, waiver of venue, service of process, and waiver of jury trial provisions contained in Section 11.10 of the Credit Agreement are hereby incorporated by reference mutatis mutandis.
9. Further Assurances. Each of the parties hereto agrees to execute and deliver, or to cause to be executed and delivered, all such instruments as may reasonably be requested to effectuate the intent and purposes, and to carry out the terms, of this Agreement.
10. Release. For and in consideration of the agreements of the Administrative Agent, the Lenders and the Voting Participants contained in this Agreement and as a material inducement to the Administrative Agent, the Lenders and the Voting Participants to enter into this Agreement on which each of the Administrative Agent, the Lenders and the Voting Participants is relying, each Loan Party, for itself and its Affiliates and assigns (individually and collectively, “Releasors”), each intending to be legally bound, hereby voluntarily, intentionally, and knowingly releases and forever waives and discharges the Administrative Agent, the Lenders, the Voting Participants, and each other Indemnitee (individually and collectively, the “Releasees”) from all possible claims, counterclaims, crossclaims, demands, actions, causes of action, damages, costs, expenses, and liabilities whatsoever, whether known or unknown, matured or unmatured, anticipated or unanticipated, suspected or unsuspected, vested, fixed, contingent, or conditional, at Law or in equity, in any case originating in whole or in part on or before the date hereof (individually and collectively, “Claims”) that any of the Releasors may now or hereafter have, if any, against any of the Releasees, irrespective of whether any such Claims arise out of contract, tort, violation of Law or regulations, or otherwise, including without limitation arising directly or indirectly from or in connection with any prior or existing loans between Releasors and Releasees, any of the Loan Documents, the exercise of any rights and remedies under any of the Loan Documents, the negotiation for and execution of this Agreement, including, without limitation, any contracting for, charging, taking, reserving, collecting, or receiving interest in excess of the highest lawful rate applicable, and each Loan Party, for itself and the other Releasors, waives all defenses with respect to the enforcement by any Releasee of the provisions of the release set forth herein. It is the intent of each Loan Party to grant a full
10
and complete release and to retain no claims of any kind or character described in this Section against the Releasees.
11. Miscellaneous. Section headings in this Agreement are included herein for convenience of reference only and shall not constitute a part of this Agreement for any other purpose. Wherever possible, each provision of this Agreement shall be interpreted in such a manner as to be effective and valid under applicable Laws, but if any provision of this Agreement shall be prohibited by or invalid under applicable Laws, such provision shall be ineffective to the extent of such prohibition or invalidity, without invalidating the remainder of such provision or the remaining provisions of this Agreement. Except as otherwise provided in this Agreement, if any provision contained in this Agreement is in conflict with, or inconsistent with, any provision in any Loan Document, the provision contained in this Agreement shall govern and control.
[Remainder of page intentionally left blank.]
11
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as of the date first written above.
BORROWER:
SKYLAND GRAIN, L.L.C., a Kansas limited liability company
By:_________________________________
Name:
Title:
THIRD AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT AND WAIVER AGREEMENT
SKYLAND GRAIN, L.L.C.
ADMINISTRATIVE AGENT:
COBANK, ACB, as Administrative Agent
By:
Name:
Title:
THIRD AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT AND WAIVER AGREEMENT
SKYLAND GRAIN, L.L.C.
LENDERS: COBANK, FCB, as a Lender
By:
Name:
Title:
THIRD AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT AND WAIVER AGREEMENT
SKYLAND GRAIN, L.L.C.
FARM CREDIT MID-AMERICA, PCA, as a Lender
By:
Name:
Title:
Name:
Title:
THIRD AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT AND WAIVER AGREEMENT
SKYLAND GRAIN, L.L.C.
VOTING PARTICIPANTS: AGCOUNTRY FARM CREDIT SERVICES,
FLCA
as a Voting Participant
By:
Name:
Title:
THIRD AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT AND WAIVER AGREEMENT
SKYLAND GRAIN, L.L.C.
FARM CREDIT SERVICES OF AMERICA, FLCA,
as a Voting Participant
By:
Name:
Title:
Name:
Title:
THIRD AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT AND WAIVER AGREEMENT
SKYLAND GRAIN, L.L.C.
GREENSTONE FARM CREDIT SERVICES, FLCA,
as a Voting Participant
By:
Name:
Title:
Name:
Title:
THIRD AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT AND WAIVER AGREEMENT
SKYLAND GRAIN, L.L.C.
AGFIRST FARM CREDIT BANK,
as a Voting Participant
By:
Name:
Title:
Name:
Title:
THIRD AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT AND WAIVER AGREEMENT
SKYLAND GRAIN, L.L.C.
AGWEST FARM CREDIT, FLCA,
as a Voting Participant
By:
Name:
Title:
Name:
Title:
THIRD AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT AND WAIVER AGREEMENT
SKYLAND GRAIN, L.L.C.
AMERICAN AGCREDIT, FLCA,
as a Voting Participant
By:
Name:
Title:
Name:
Title:
THIRD AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT AND WAIVER AGREEMENT
SKYLAND GRAIN, L.L.C.
CAPITAL FARM CREDIT, FLCA,
as a Voting Participant
By:
Name:
Title:
Name:
Title:
THIRD AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT AND WAIVER AGREEMENT
SKYLAND GRAIN, L.L.C.
FARM CREDIT BANK OF TEXAS,
as a Voting Participant
By:
Name:
Title:
Name:
Title:
THIRD AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT AND WAIVER AGREEMENT
SKYLAND GRAIN, L.L.C.
FARM CREDIT EAST, ACA,
as a Voting Participant
By:
Name:
Title:
Name:
Title:
THIRD AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT AND WAIVER AGREEMENT
SKYLAND GRAIN, L.L.C.
FRESNO-MADERA FEDERAL LAND BANK ASSOCIATION, FLCA,
as a Voting Participant
By:
Name:
Title:
Name:
Title:
THIRD AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT AND WAIVER AGREEMENT
SKYLAND GRAIN, L.L.C.
HIGH PLAINS FARM CREDIT, FLCA,
as a Voting Participant
By:
Name:
Title:
Name:
Title:
THIRD AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT AND WAIVER AGREEMENT
SKYLAND GRAIN, L.L.C.
HORIZON FARM CREDIT, FLCA,
as a Voting Participant
By:
Name:
Title:
Name:
Title:
THIRD AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT AND WAIVER AGREEMENT
SKYLAND GRAIN, L.L.C.
YOSEMITE LAND BANK, FLCA,
as a Voting Participant
By:
Name:
Title:
Name:
Title:
THIRD AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT AND WAIVER AGREEMENT
SKYLAND GRAIN, L.L.C.
EXHIBIT B
FORM OF COMPLIANCE CERTIFICATE
[BORROWER LETTERHEAD]
[_____________] [___], 202[_]
CoBank, ACB, as the Administrative Agent, the Issuing Lender
and the Swing Line Lender
6340 S. Fiddlers Green Circle
Greenwood Village, CO 80111
Attn: Loan Administration
Fax: (303) 740-4021
Email: [email protected]
The Lenders from time to time party
to the Credit Agreement referred to below
Ladies and Gentlemen:
Reference is hereby made to that certain Amended and Restated Credit Agreement dated as of November 1, 2024, by and among SKYLAND GRAIN, L.L.C., a Kansas limited liability company (the "Borrower"), the other Loan Parties from time to time party thereto, the Lenders from time to time party thereto, and COBANK, ACB, as the Issuing Lender, the Swing Line Lender and the Administrative Agent for the Secured Parties (the "Administrative Agent"), as the same may from time to time be amended, modified, extended, renewed or restated (the "Credit Agreement"). All capitalized terms used and not otherwise defined herein shall have the respective meanings ascribed to them in the Credit Agreement.
The Borrower hereby certifies to the Administrative Agent and each Lender that as of the date hereof:
(a) all of the representations and warranties made by the Borrower and/or any other Loan Party in the Credit Agreement and/or in any other Loan Document are true and correct in all material respects on and as of the date of this Certificate as if made on and as of the date of this Certificate (and for purposes of this certification, the representations and warranties made by the Borrower in Section 5.10 of the Credit Agreement shall be deemed to refer to the most recent financial statements of the Borrower and its Subsidiaries delivered to the Administrative Agent and each Lender pursuant to Section 6.1(a) and/or Section 6.1(b) of the Credit Agreement);
(b) except as set forth below, no Default or Event of Default under or within the meaning of the Credit Agreement has occurred and is continuing:
Exceptions:
(c) the financial statements of the Borrower and its Subsidiaries delivered to you with this Certificate are true, correct and complete in all material respects and have been prepared in accordance with GAAP (subject, in the case of any interim financial statements, to normal year-end adjustments and absence of footnote disclosures); and
(d) Schedule 1 to this Certificate is a determination of the Loan Parties’ compliance with the financial covenants set forth in Article VIII of the Credit Agreement, in each case calculated in accordance with the Credit Agreement1.
Respectfully,
[_____________________________]
By
Name:
Title:
1 In the event of a conflict between the Credit Agreement and the financial covenant calculations contained in Schedule 1, the terms of the Credit Agreement shall govern. The calculations in Schedule 1 are being provided for convenience purposes only.
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[______________________]
__/__/20__
__/__/20__
SCHEDULE 1
A.MINIMUM DEBT SERVICE COVERAGE RATIO (for the twelve consecutive months ended _____ __, 20__)2 | |||||||||||||||||||||||
1 | Consolidated net before- tax income (or loss) of the Loan Parties | ||||||||||||||||||||||
2 | Non-cash income received from subsidiaries or joint ventures | ||||||||||||||||||||||
3 | Non-cash patronage income | ||||||||||||||||||||||
4 | Gains on asset sales | ||||||||||||||||||||||
5 | Losses on asset sales | ||||||||||||||||||||||
6 | Extraordinary income | ||||||||||||||||||||||
7 | Extraordinary losses | ||||||||||||||||||||||
8 | Non-cash mark-to-market inventory adjustments | ||||||||||||||||||||||
9 | Depreciation | ||||||||||||||||||||||
10 | Amortization | ||||||||||||||||||||||
11 | The amount of Restricted Payments permitted and actually made under Section 7.6(d) of the Credit Agreement and the amount of payments of Indebtedness permitted and actually made during such period under Section 7.16(b)(ii) of the Credit Agreement | ||||||||||||||||||||||
12 | [Line A.1 – Line A.2 – Line A.3 – Line A.4 + Line A.5 – Line A.6 + Line A.7 – Line A.8 + Line A.9 + A.10 – A.11] | ||||||||||||||||||||||
13 | Current Portion of Consolidated Long-Term Debt of Borrower and Subsidiaries (excluding any Indebtedness permitted pursuant to Section 7.1(i)) | ||||||||||||||||||||||
14 | Debt Service Coverage Ratio [Ratio of Line A.12 to Line A. 13] | to 1.00 | |||||||||||||||||||||
2 Required to be included only to the extent that as of such testing date, the Borrowing Base is less than $35,000,000.00.
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15 | Minimum Debt Service Coverage Ratio required by Section 8.13 | to 1.00 | |||||||||||||||||||||
IN COMPLIANCE: YES ___ ; NO____ | |||||||||||||||||||||||
B.MINIMUM WORKING CAPITAL (for the twelve consecutive months ended _____ __, 20__) | |||||||||||||||||||||||
1 | Current assets of the Borrower | ______________ | |||||||||||||||||||||
2 | Available commitment of Revolving Term Facility less the amount that would be considered a current liability if fully advanced | ______________ | |||||||||||||||||||||
3 | Current liabilities of the Borrower | ______________ | |||||||||||||||||||||
4 | Aggregate principal amount of all outstanding Revolving Facility Loans, Swing Line Loans and Seasonal Term Loans | ||||||||||||||||||||||
5 | Amount of any negative purchase price accounting adjustments made in connection with the Andersons Transaction | ||||||||||||||||||||||
6 | Amount of any positive purchase price accounting adjustments made in connection with Andersons Transaction | ||||||||||||||||||||||
7 | Working Capital [Line B.1 + Line B.2 – Line B.3 – Line B.4 + Line B.5 – Line B.6] | ______________ | |||||||||||||||||||||
8 | Minimum Working Capital required by Section 8.24 | ||||||||||||||||||||||
IN COMPLIANCE: YES____ ; NO____ | |||||||||||||||||||||||
C.MINIMUM CONSOLIDATED NET WORTH (for the twelve consecutive months ended _____ __, 20__) | |||||||||||||||||||||||
1 | Total stockholders’ equity | ______________ | |||||||||||||||||||||
4 | Consolidated Net Worth [Line C.1] | ______________ | |||||||||||||||||||||
3 The Loan Parties shall maintain at all times, measured at each fiscal year end of the Borrower, a Debt Service Coverage Ratio of the Borrower of not less than (a) with respect to the fiscal year ending December 31, 2024 through and including the fiscal year ending December 31, 2026, 1.50 to 1.00 and (b) with respect to each subsequent fiscal year end of the Borrower thereafter, 1.75 to 1.00.
4 The Loan Parties shall maintain at all times Working Capital of the Borrower of not less than (a) from the Closing Date through and including April 30, 2026, $55,000,000.00, (b) from May 31, 2026 through and including June 30, 2026, $45,000,000.00, (c) from July 31, 2026 through and including December 31, 2027, $50,000,000.00, (d) from January 1, 2028 through and including December 31, 2028, $55,000,000.00 and (e) thereafter, $60,000,000.00.
15119647v7
5 | Minimum Consolidated Net Worth5 | ||||||||||||||||||||||
IN COMPLIANCE: YES____ ; NO____ | |||||||||||||||||||||||
D.GROSS CASH FLOW (for the twelve consecutive months ended _____ __, 20__) | |||||||||||||||||||||||
1 | Net income (or loss) before taxes of the Borrower, determined on a Consolidated basis, in accordance with GAAP | ______________ | |||||||||||||||||||||
2 | Non-cash income from subsidiaries and joint ventures | ______________ | |||||||||||||||||||||
3 | Non-cash patronage income | ______________ | |||||||||||||||||||||
4 | Gain (plus loss) on asset sales | ||||||||||||||||||||||
5 | Extraordinary income | ||||||||||||||||||||||
6 | Non-cash mark-to-market inventory adjustments, if positive (or plus such adjustments, if negative) | ||||||||||||||||||||||
7 | Depreciation | ||||||||||||||||||||||
8 | Amortization | ||||||||||||||||||||||
9 | Gross Cash Flow [Line D.1 – Line D.2 – Line D.3 – Line D.4 – Line D.5 – Line D.6 + Line D.7 + Line D.8] | ||||||||||||||||||||||
| PRICING LEVEL:6 | |||||||||||||||||||||||
5 The Loan Parties shall maintain at all times, measured at each fiscal year end of the Borrower, a Consolidated Net Worth of the Borrower of not less than, for the fiscal month of the Borrower ending as of May 31, 2026 and as of each month end occurring after delivery of such financial statements and Compliance Certificate, $107,500,000.00, increasing, as of the end of each fiscal year of the Borrower (commencing with the fiscal year of the Borrower ending on December 31, 2026), by 25% of the sum of (a) net income before taxes of the Borrower, determined on a Consolidated basis, without duplication, in accordance with GAAP, at the end of each fiscal year of the Borrower minus (ii) the amount of Restricted Payments permitted to be made by the Borrower pursuant to Section 7.6(d) and actually made during such fiscal year period.
6 Pricing Grid:
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Exhibit 31.1
Certifications
I, William E. Krueger, certify that:
| 1. | I have reviewed this report on Form 10-Q of The Andersons, Inc. | ||||
| 2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; | ||||
| 3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; | ||||
| 4. | The registrant’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: | ||||
| a) | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this annual report is being prepared; | |||||||
| b) | Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; | |||||||
| c) | Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and | |||||||
| d) | Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and | |||||||
| 5. | The registrant’s other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent functions): | ||||
| a) | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and | |||||||
| b) | Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting. | |||||||
August 4, 2026
| /s/ William E. Krueger | |||||
William E. Krueger | |||||
| President and Chief Executive Officer | |||||
Exhibit 31.2
Certifications
I, Brian A. Valentine, certify that:
| 1. | I have reviewed this report on Form 10-Q of The Andersons, Inc. | ||||
| 2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; | ||||
| 3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; | ||||
| 4. | The registrant’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: | ||||
| a) | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this annual report is being prepared; | |||||||
| b) | Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; | |||||||
| c) | Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and | |||||||
| d) | Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and | |||||||
| 5. | The registrant’s other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent functions): | ||||
| a) | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and | |||||||
| b) | Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting. | |||||||
August 4, 2026
| /s/ Brian A. Valentine | |||||
| Brian A. Valentine | |||||
Executive Vice President and Chief Financial Officer | |||||
Exhibit 32.1
The Andersons, Inc.
Certifications Pursuant to 18 U.S.C. Section 1350
In connection with the Quarterly Report of The Andersons, Inc. (the “Company”) on Form 10-Q for the quarter ended June 30, 2026, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), each of the undersigned officers of the Company certifies pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to such officer’s knowledge:
(1)The Report fully complies with the requirements of 13(a) or 15(d) of the Securities Exchange Act of 1934, and
(2)The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company as of the dates and for the periods expressed in the Report.
August 4, 2026
| /s/ William E. Krueger | |||||
William E. Krueger | |||||
President and Chief Executive Officer | |||||
| /s/ Brian A. Valentine | |||||
| Brian A. Valentine | |||||
Executive Vice President and Chief Financial Officer | |||||
A signed original of this written statement required by Section 906 has been provided to The Andersons, Inc. and will be retained by The Andersons, Inc. and furnished to the Securities and Exchange Commission or its staff upon request.