Form 8-K

8-K — Andersons, Inc.

Accession: 0000821026-26-000120

Filed: 2026-08-03

Period: 2026-08-03

CIK: 0000821026

SIC: 5150 (WHOLESALE-FARM PRODUCT RAW MATERIALS)

Item: Results of Operations and Financial Condition

Item: Financial Statements and Exhibits

Documents

8-K — ande-20260803.htm (Primary)

EX-99.1 (q22026ex-99pressrelease.htm)

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8-K

8-K (Primary)

Filename: ande-20260803.htm · Sequence: 1

ande-20260803

0000821026false00008210262026-08-032026-08-03

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

______________________

FORM 8-K

______________________

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported): August 3, 2026

__________________________________________

The Andersons, Inc.

__________________________________________

(Exact name of registrant as specified in its charter)

Ohio 000-20557 34-1562374

(State of incorporation or organization) (Commission File Number) (I.R.S. Employer Identification No.)

1947 Briarfield Boulevard

Maumee, Ohio 43537

(Address of principal executive offices) (Zip Code)

(419) 893-5050

(Registrant’s telephone number, including area code)

__________________________________________

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

[☐] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[☐] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[☐] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[☐] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

__________________________________________

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

Title of each class: Trading Symbol Name of each exchange on which registered:

Common stock, $0.00 par value, $0.01 stated value ANDE The NASDAQ Stock Market LLC

__________________________________________

Indicate by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

[☐] 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.

Item 2.02 Results of Operations and Financial Condition

The Andersons, Inc. issued a press release announcing its second quarter 2026 earnings. This press release is attached as Exhibit 99.1 to this filing.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits:

Exhibit No. Description

99.1

Second Quarter 2026 Earnings Release

104 Inline XBRL for the cover page of this Current Report on Form 8-K

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 hereunto duly authorized.

The Andersons, Inc.

August 3, 2026 By: /s/ Brian A. Valentine

Brian A. Valentine

Executive Vice President

and Chief Financial Officer

EX-99.1

Filename: q22026ex-99pressrelease.htm · Sequence: 2

Document

Exhibit 99.1

NEWS RELEASE

The Andersons, Inc. Reports Second Quarter Results

MAUMEE, OHIO, August 3, 2026 - The Andersons, Inc. (Nasdaq: ANDE) announces financial results for the second quarter ended June 30, 2026.

Financial Highlights:

•Second quarter net income attributable to The Andersons of $57 million or $1.65 per diluted share and adjusted net income attributable of $74 million, or $2.15 per diluted share

•Adjusted EBITDA of $140 million

•Renewables reports record second quarter pretax income of $65 million and adjusted pretax income of $88 million on record production, strong merchandising, and 45Z tax credits

•Agribusiness pretax and adjusted pretax income attributable to The Andersons of $20 million on solid fertilizer performance

"Our second quarter results reflect continued outstanding performance in Renewables and year-over-year improvement in Agribusiness," said President and CEO Bill Krueger. "Renewables delivered exceptional results driven by strong operational execution and solid merchandising performance. Our plants achieved record second quarter production while safely completing planned spring maintenance activities. The first quarter finalization of the Renewable Volume Obligations (RVO) supported stronger commodity markets and created opportunities for our merchandising team, while our low-carbon strategy contributed $24 million of 45Z tax credits in the quarter."

"Agribusiness delivered modest year-over-year improvement as our merchandising businesses benefited from periods of market volatility, and our fertilizer business performed well through the spring application season," added Krueger.

"We continue to execute on our long-term growth strategy. We are preparing for our previously announced debottlenecking project at our Clymers, Indiana, ethanol facility. We continue to pursue additional opportunities to reduce the carbon intensity of our operations to position our plants to maximize the value of 45Z tax credits, including the advancement of our Class VI well permit. We also expect Port of Houston's soybean meal export capabilities to be operational in the fourth quarter. Looking ahead, we remain optimistic about the opportunities across our businesses, particularly in the renewable fuels and feedstocks supply chains. Strong ethanol production, favorable export demand, growing adoption of low-carbon fuels, and continued progress on our strategic investments position us well to capitalize on evolving market opportunities and create long-term value for our shareholders, " continued Krueger.

$ in millions, except per share amounts

Q2 2026 Q2 2025 Variance

YTD 2026

YTD 2025

Variance

Pretax Income

$ 67.3 $ 24.8 $ 42.5 $ 101.2 $ 28.0 $ 73.2

Pretax Income Attributable to the Company1

70.0 15.9 54.1 107.7 14.1 93.6

Adjusted Pretax Income Attributable to the Company1

92.6 15.0 77.6 137.0 18.2 118.8

Agribusiness1

20.3 16.8 3.5 38.2 16.7 21.5

Renewables1

88.4 9.6 78.8 127.9 25.0 102.9

Other1

(16.0) (11.5) (4.5) (29.1) (23.5) (5.6)

Net Income Attributable to the Company

56.6 7.9 48.7 89.8 8.1 81.7

Adjusted Net Income Attributable to the Company1

73.6 8.4 65.2 111.7 12.4 99.3

Diluted Earnings Per Share (EPS)

1.65 0.23 1.42 2.62 0.24 2.38

Adjusted EPS1

2.15 0.24 1.91 3.26 0.36 2.90

EBITDA1

117.6 69.4 48.2 202.5 120.1 82.4

Adjusted EBITDA1

$ 140.3 $ 65.2 $ 75.1 $ 231.8 $ 122.4 $ 109.4

1 Non-GAAP financial measures; see appendix for explanations and reconciliations.

Cash, Liquidity, and Long-Term Debt Management

"Our strong earnings performance and cash flow generation enable us to continue investing in growth opportunities across the company," said Executive Vice President and CFO Brian Valentine. "Our long-term debt to EBITDA remains well below our target of less than 2.5 times, and we believe our balance sheet provides the flexibility to support our growth strategy."

Cash provided by operating activities was $488 million and $299 million in the second quarter of 2026 and 2025, respectively. Cash from operations before working capital changes in the same periods was $113 million and $43 million, respectively. Cash spent on capital projects in the quarter totaled $76 million, driven by ongoing investments in our facilities and strategic growth initiatives.

Second Quarter Segment Overview

Agribusiness Reports Improved Second Quarter on Better Fertilizer Margins

Agribusiness recorded pretax income and adjusted pretax income attributable to the company of $20 million for the quarter, compared to pretax income of $19 million and adjusted pretax income attributable to the company of $17 million in the second quarter of 2025.

The segment showed a modest improvement in a dynamic and challenging environment. Our fertilizer business led the improvement with higher margins on lower volumes. Our 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.

We continue 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. Our diversified agribusiness portfolio remains well positioned to capitalize on both harvest-related opportunities and periods of increased market volatility during the second half of the year.

Agribusiness had adjusted second quarter EBITDA of $53 million, compared to $46 million in 2025.

Renewables Reports Record Second Quarter on Efficient Operations and Strong Demand

Renewables reported pretax income of $65 million and adjusted pretax income of $88 million in the second quarter. For the same period in 2025, the segment reported pretax income of $17 million and pretax income attributable to the company of $10 million.

Renewables had a record second quarter 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 million of 45Z producer tax credits. Our merchandising businesses also delivered improved results, benefiting from market volatility surrounding the RVO announcement, resulting in higher distillers corn oil and 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.

Renewables had second quarter adjusted EBITDA of $103 million in 2026, compared to EBITDA of $30 million in 2025.

Income Taxes

The company recorded income tax expense of $13 million for the quarter, resulting in an effective tax rate of 20% for the period. The rate was impacted by non-taxable 45Z income. We anticipate a full-year adjusted effective rate of approximately 14% - 18%.

Conference Call

The company will host a webcast on Tuesday, August 4, 2026, at 8:30 a.m. ET, to discuss its performance and provide its outlook for the remainder of 2026. To access the call, please dial 888-317-6003 or 412-317-6061 (elite entry number is 0322872). It is recommended that you call 10 minutes before the conference call begins.

To access the webcast, click on the link: https://app.webinar.net/kJeAWG3WqXo and submit the requested information as directed. A replay of the call can also be accessed under the heading "Investors" on the company’s website at www.andersonsinc.com.

Forward-Looking Statements

This release contains forward-looking statements. These statements involve risks and uncertainties that could cause actual results to differ materially. Without limitation, these risks include economic, weather and regulatory conditions, competition, geopolitical risk, and the risk factors set forth from time to time in the company’s filings with the Securities and Exchange Commission. Although the company believes that the assumptions upon which the financial information and its forward-looking statements are based are reasonable, it can give no assurance that these assumptions will prove to be correct.

Non-GAAP Measures

This release contains non-GAAP financial measures. The company believes that pretax income (loss) attributable to the company; adjusted pretax income (loss) attributable to the company; adjusted pretax income (loss); adjusted net income attributable to the company; adjusted diluted earnings per share; earnings before interest, taxes, depreciation, and amortization (or EBITDA); adjusted EBITDA; and cash from operations before working capital changes provide additional information to investors and others about its operations, allowing an evaluation of underlying operating performance and liquidity and better period-to-period comparability. The above measures are not and should not be considered as alternatives to pretax income (loss) or income (loss) before income taxes, net income (loss), diluted earnings (loss) per share attributable to The Andersons, Inc. common shareholders and cash provided by (used in) operating activities as determined by generally accepted accounting principles. Reconciliations of the GAAP to non-GAAP measures may be found within this press release and the financial tables provided herein.

Company Description

The Andersons, Inc., is a North American agriculture and renewable fuels company. Guided by its Statement of Principles, The Andersons is committed to providing extraordinary service to its customers, helping its employees improve, supporting its communities, and increasing the value of the company. For more information, please visit www.andersonsinc.com.

Investor Relations Contact

Mike Hoelter

Vice President, Corporate Controller and Investor Relations

Phone: 419-897-6715

E-mail: investorrelations@andersonsinc.com

The Andersons, Inc.

Condensed Consolidated Statements of Operations

(unaudited)

Three months ended June 30, Six months ended June 30,

(in thousands, except per share data) 2026 2025 2026 2025

Sales and merchandising revenues $ 3,097,660 $ 3,135,869 $ 5,724,926 $ 5,794,967

Cost of sales and merchandising revenues 2,873,930 2,977,453 5,340,612 5,483,679

Gross profit 223,730 158,416 384,314 311,288

Operating, administrative and general expenses 173,774 134,589 318,438 280,343

Interest expense, net 15,642 11,495 32,480 24,591

Other income, net

33,023 12,503 67,833 21,694

Income before income taxes

67,337 24,835 101,229 28,048

Income tax provision

13,389 8,028 17,949 5,910

Net income

53,948 16,807 83,280 22,138

Net (loss) income attributable to noncontrolling interests

(2,615) 8,950 (6,471) 13,997

Net income attributable to The Andersons, Inc.

$ 56,563 $ 7,857 $ 89,751 $ 8,141

Earnings per share attributable to The Andersons, Inc. common shareholders:

Basic earnings:

$ 1.66 $ 0.23 $ 2.64 $ 0.24

Diluted earnings:

$ 1.65 $ 0.23 $ 2.62 $ 0.24

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 $ 66,549 $ 98,283 $ 350,970

Accounts receivable, net 755,217 652,472 783,892

Inventories 961,002 1,365,121 771,868

Commodity derivative assets – current 152,333 135,466 147,937

Other current assets 146,684 125,067 120,780

Total current assets 2,081,785 2,376,409 2,175,447

Property, plant and equipment, net 979,618 939,500 883,985

Other assets, net 412,878 396,923 387,059

Total assets $ 3,474,281 $ 3,712,832 $ 3,446,491

Liabilities and equity

Current liabilities:

Short-term debt $ 314,366 $ 249,420 $ 104,467

Trade and other payables 603,591 918,691 572,232

Customer prepayments and deferred revenue 87,206 195,331 73,545

Commodity derivative liabilities – current 103,710 51,153 79,253

Current maturities of long-term debt 22,918 63,375 64,210

Accrued expenses and other current liabilities 247,296 208,427 186,902

Total current liabilities 1,379,087 1,686,397 1,080,609

Long-term debt, less current maturities 563,481 560,016 578,464

Other long-term liabilities 174,127 176,184 176,908

Total liabilities 2,116,695 2,422,597 1,835,981

Total equity 1,357,586 1,290,235 1,610,510

Total liabilities and equity $ 3,474,281 $ 3,712,832 $ 3,446,491

The Andersons, Inc.

Condensed Consolidated Statements of Cash Flows

(unaudited)

Six months ended June 30,

(in thousands) 2026 2025

Operating Activities

Net income $ 83,280 $ 22,138

Adjustments to reconcile net income to cash provided by (used in) operating activities:

Depreciation and amortization 68,746 67,411

Other 29,068 10,311

Changes in operating assets and liabilities:

Accounts receivable (132,491) (23,396)

Inventories 402,049 521,356

Commodity derivatives 35,996 19,857

Other current and non-current assets (14,683) (31,730)

Payables and other current and non-current liabilities (377,718) (636,646)

Net cash provided by (used in) operating activities

94,247 (50,699)

Investing Activities

Purchases of property, plant and equipment and capitalized software (127,284) (95,376)

Insurance proceeds 1,108 13,989

Other 2,919 5,680

Net cash used in investing activities

(123,257) (75,707)

Financing Activities

Net proceeds (payments) under short-term lines of credit

65,443 (64,875)

Proceeds from issuance of long-term debt 86,250 14,700

Payments of long-term debt (122,982) (16,645)

Value of shares withheld for taxes (7,006) (3,931)

Dividends paid (13,640) (13,367)

Payments of debt issuance costs (5,685) (159)

Common stock repurchased (4,607) (1,184)

Distributions to noncontrolling interests — (1,547)

Net cash used in financing activities

(2,227) (87,008)

Effect of exchange rates on cash and cash equivalents (497) 2,613

Decrease in cash and cash equivalents

(31,734) (210,801)

Cash and cash equivalents at beginning of period 98,283 561,771

Cash and cash equivalents at end of period $ 66,549 $ 350,970

The Andersons, Inc.

Adjusted Net Income Attributable to The Andersons, Inc.

A non-GAAP financial measure

(unaudited)

Three months ended June 30, Six months ended June 30,

(in thousands, except per share data) 2026 2025 2026 2025

Net income

$ 53,948 $ 16,807 $ 83,280 $ 22,138

Net (loss) income attributable to noncontrolling interests

(2,615) 8,950 (6,471) 13,997

Net income attributable to The Andersons, Inc.

56,563 7,857 89,751 8,141

Adjustments:

Legal settlement and related expenses 12,763 — 18,711 —

Asset impairment 15,661 — 15,661 —

Transaction related compensation 896 1,768 2,688 3,871

Insured inventory and property recoveries, net (6,656) (7,845) (7,764) (4,919)

Loss on investments — 7,178 — 7,178

Severance expense — 1,197 — 1,197

Gain on sales of assets and businesses, net — (3,190) — (3,190)

Income tax impact of adjustments1

(5,667) 1,400 (7,325) 143

Total adjusting items, net of tax 16,997 508 21,971 4,280

Adjusted net income attributable to The Andersons, Inc.

$ 73,560 $ 8,365 $ 111,722 $ 12,421

Diluted earnings per share attributable to The Andersons, Inc. common shareholders

$ 1.65 $ 0.23 $ 2.62 $ 0.24

Impact on diluted earnings per share

$ 0.50 $ 0.01 $ 0.64 $ 0.12

Adjusted diluted earnings per share

$ 2.15 $ 0.24 $ 3.26 $ 0.36

1 The income tax impact of adjustments is taken at the blended federal, state, and local tax rate of 25%.

Adjusted net income (loss) attributable to The Andersons, Inc. reflects reported net income (loss) available to The Andersons, Inc. common shareholders after the removal of specified items described above. Adjusted diluted earnings (loss) per share reflects the fully diluted EPS of The Andersons, Inc. after removal of the effect on EPS as reported of specified items described above. Management believes that Adjusted net income (loss) attributable to The Andersons, Inc. and Adjusted diluted earnings (loss) per share are useful measures of The Andersons, Inc. performance as they provide investors additional information about the operations of the company allowing better evaluation of underlying business performance and better comparability to previous periods. These non-GAAP financial measures are not intended to replace or be alternatives to Net income attributable to The Andersons, Inc. and Diluted earnings per share attributable to The Andersons, Inc. common shareholders as reported, the most directly comparable GAAP financial measures, or any other measures of operating results under GAAP. Earnings amounts described above have been divided by the company’s average number of diluted shares outstanding for each respective period in order to arrive at an adjusted diluted earnings (loss) per share amount for each specified item.

The Andersons, Inc.

Segment Data

(unaudited)

(in thousands) Agribusiness Renewables Other Total

Three months ended June 30, 2026

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 attributable to noncontrolling interests

(2,615) — — (2,615)

Income (loss) before income taxes attributable to The Andersons, Inc.1

$ 22,485 $ 64,981 $ (17,514) $ 69,952

Adjustments to income (loss) before income taxes2

(2,184) 23,370 1,478 22,664

Adjusted income (loss) before income taxes attributable to The Andersons, Inc.1

$ 20,301 $ 88,351 $ (16,036) $ 92,616

Three months ended June 30, 2025

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 attributable to noncontrolling interests

1,171 7,779 — 8,950

Income (loss) before income taxes attributable to The Andersons, Inc.1

$ 17,728 $ 9,645 $ (11,488) $ 15,885

Adjustments to income (loss) before income taxes2

(892) — — (892)

Adjusted income (loss) before income taxes attributable to The Andersons, Inc.1

$ 16,836 $ 9,645 $ (11,488) $ 14,993

1 Income (loss) before income taxes attributable to The Andersons, Inc. for each operating segment is defined as net sales and merchandising revenues plus identifiable other income less all identifiable operating expenses, including interest expense for carrying working capital and long-term assets and is reported net of the noncontrolling interest share of income.

2 Additional information on the individual adjustments that are included in the adjustments to income (loss) before income taxes can be found in the Reconciliation to EBITDA and Adjusted EBITDA table. All adjustments are consistent with the EBITDA reconciliation with the exception of items where a portion of the expense is attributable to the noncontrolling interest and is represented in Income attributable to the noncontrolling interest within the reconciliation above. These adjustments include a $3.3 million difference in insured inventory and property recoveries, net in the Agribusiness segment for the three months ended June 30, 2025.

The Andersons, Inc.

Segment Data

(unaudited)

(in thousands) Agribusiness Renewables Other Total

Six months ended June 30, 2026

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 attributable to noncontrolling interests

(6,471) — — (6,471)

Income (loss) before income taxes attributable to The Andersons, Inc.1

$ 33,746 $ 104,572 $ (30,618) $ 107,700

Adjustments to income before income taxes2

4,448 23,370 1,478 29,296

Adjusted income (loss) before income taxes attributable to The Andersons, Inc.1

$ 38,194 $ 127,942 $ (29,140) $ 136,996

Six months ended June 30, 2025

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 attributable to noncontrolling interests

(3,351) 17,348 — 13,997

Income (loss) before income taxes attributable to The Andersons, Inc.1

$ 12,574 $ 24,957 $ (23,480) $ 14,051

Adjustments to income before income taxes2

4,137 — — 4,137

Adjusted income (loss) before income taxes attributable to The Andersons, Inc.1

$ 16,711 $ 24,957 $ (23,480) $ 18,188

2 Additional information on the individual adjustments that are included in the adjustments to income (loss) before income taxes can be found in the Reconciliation to EBITDA and Adjusted EBITDA table. All adjustments are consistent with the EBITDA reconciliation with the exception of items where a portion of the expense is attributable to the noncontrolling interest and is represented in Income attributable to the noncontrolling interest within the reconciliation above. These adjustments include a $1.7 million difference in insured inventory and property recoveries, net in the Agribusiness segment for the three months ended June 30, 2025.

The Andersons, Inc.

Adjusted Earnings Before Interest, Taxes, Depreciation, and Amortization (EBITDA)

A non-GAAP financial measure

(unaudited)

(in thousands) Agribusiness Renewables Other Total

Three months ended June 30, 2026

Net income (loss)

$ 19,870 $ 64,981 $ (30,903) $ 53,948

Interest expense (income)

13,330 2,341 (29) 15,642

Tax provision — — 13,389 13,389

Depreciation and amortization 21,894 11,876 864 34,634

EBITDA 55,094 79,198 (16,679) 117,613

Adjusting items impacting EBITDA:

Asset impairment 3,576 10,607 1,478 15,661

Legal settlement and related expenses — 12,763 — 12,763

Transaction related compensation 896 — — 896

Insured inventory and property recoveries, net (6,656) — — (6,656)

Total adjusting items (2,184) 23,370 1,478 22,664

Adjusted EBITDA $ 52,910 $ 102,568 $ (15,201) $ 140,277

Three months ended June 30, 2025

Net income (loss)

$ 18,899 $ 17,424 $ (19,516) $ 16,807

Interest expense (income)

11,331 725 (561) 11,495

Tax provision — — 8,028 8,028

Depreciation and amortization 20,399 12,018 654 33,071

EBITDA 50,629 30,167 (11,395) 69,401

Adjusting items impacting EBITDA:

Insured inventory and property recoveries, net (11,162) — — (11,162)

Gain on sales of assets and businesses, net (3,190) — — (3,190)

Loss on investments 7,178 — — 7,178

Transaction related compensation 1,768 — — 1,768

Severance expense 1,197 — — 1,197

Total adjusting items (4,209) — — (4,209)

Adjusted EBITDA $ 46,420 $ 30,167 $ (11,395) $ 65,192

Adjusted EBITDA is defined as earnings before interest, taxes and depreciation and amortization, adjusted for specified items. The company calculates adjusted EBITDA by removing the impact of specified items and adding back the amounts of interest expense, tax expense and depreciation and amortization to net income (loss). Management believes that adjusted EBITDA is a useful measure of the company’s performance as it provides investors additional information about the company’s operations allowing better evaluation of underlying business performance and improved comparability to prior periods. Adjusted EBITDA is a non-GAAP financial measure and is not intended to replace or be an alternative to net income (loss), the most directly comparable GAAP financial measure.

The Andersons, Inc.

Adjusted Earnings Before Interest, Taxes, Depreciation, and Amortization (EBITDA)

A non-GAAP financial measure

(unaudited)

(in thousands) Agribusiness Renewables Other Total

Six months ended June 30, 2026

Net income (loss)

$ 27,275 $ 104,572 $ (48,567) $ 83,280

Interest expense

27,018 5,400 62 32,480

Tax provision — — 17,949 17,949

Depreciation and amortization 43,384 23,643 1,719 68,746

EBITDA 97,677 133,615 (28,837) 202,455

Adjusting items impacting EBITDA:

Legal settlement and related expenses 5,948 12,763 — 18,711

Asset impairment 3,576 10,607 1,478 15,661

Transaction related compensation 2,688 — — 2,688

Insured inventory and property recoveries, net (7,764) — — (7,764)

Total adjusting items 4,448 23,370 1,478 29,296

Adjusted EBITDA $ 102,125 $ 156,985 $ (27,359) $ 231,751

Six months ended June 30, 2025

Net income (loss)

$ 9,223 $ 42,305 $ (29,390) $ 22,138

Interest expense (income)

24,157 1,423 (989) 24,591

Tax provision — — 5,910 5,910

Depreciation and amortization 42,084 23,909 1,418 67,411

EBITDA 75,464 67,637 (23,051) 120,050

Adjusting items impacting EBITDA:

Loss on investments 7,178 — — 7,178

Transaction related compensation 3,871 — — 3,871

Severance expense 1,197 — — 1,197

Insured inventory and property recoveries, net (6,661) — — (6,661)

Gain on sales of assets and businesses, net (3,190) — — (3,190)

Total adjusting items 2,395 — — 2,395

Adjusted EBITDA $ 77,859 $ 67,637 $ (23,051) $ 122,445

The Andersons, Inc.

Trailing Twelve Months of EBITDA and Adjusted EBITDA

A non-GAAP financial measure

(unaudited)

Three Months Ended,

Twelve months ended June 30, 2026

(in thousands) September 30, 2025 December 31, 2025 March 31, 2026 June 30, 2026

Net income

$ 26,071 $ 71,092 $ 29,332 $ 53,948 $ 180,443

Interest expense

10,478 12,090 16,838 15,642 55,048

Tax provision (benefit) (228) 16,486 4,560 13,389 34,207

Depreciation and amortization 32,647 33,265 34,112 34,634 134,658

EBITDA 68,968 132,933 84,842 117,613 404,356

Adjusting items impacting EBITDA:

Asset impairment 13,698 — — 15,661 29,359

Legal settlement and related expenses — — 5,948 12,763 18,711

Transaction related compensation 1,712 1,879 1,792 896 6,279

Acquisition costs 5,927 — — — 5,927

Severance expense — 1,480 — — 1,480

Pension settlement 1,448 — — — 1,448

Insured inventory and property recoveries, net (11,887) (72) (1,108) (6,656) (19,723)

(Gain) loss on sales of assets businesses, net (1,567) 310 — — (1,257)

Total adjusting items 9,331 3,597 6,632 22,664 42,224

Adjusted EBITDA $ 78,299 $ 136,530 $ 91,474 $ 140,277 $ 446,580

Three Months Ended,

Twelve months ended June 30, 2025

September 30, 2024 December 31, 2024 March 31, 2025 June 30, 2025

Net income

$ 51,461 $ 54,104 $ 5,331 $ 16,807 $ 127,703

Interest expense

8,361 10,266 13,096 11,495 43,218

Tax provision (benefit)

10,731 13,146 (2,118) 8,028 29,787

Depreciation and amortization 30,408 36,178 34,340 33,071 133,997

EBITDA 100,961 113,694 50,649 69,401 334,705

Adjusting items impacting EBITDA:

Loss on investments — 1,535 — 7,178 8,713

Transaction related compensation 1,668 2,536 2,103 1,768 8,075

Acquisition costs — 3,193 — — 3,193

Severance expense — — — 1,197 1,197

Insured inventory and property (recoveries) damages, net (5,204) (4,446) 4,502 (11,162) (16,310)

Gain on sales of assets businesses, net — — — (3,190) (3,190)

Total adjusting items (3,536) 2,818 6,605 (4,209) 1,678

Adjusted EBITDA $ 97,425 $ 116,512 $ 57,254 $ 65,192 $ 336,383

The Andersons, Inc.

Cash from Operations Before Working Capital Changes

A non-GAAP financial measure

(unaudited)

Three months ended June 30, Six months ended June 30,

(in thousands) 2026 2025 2026 2025

Cash provided by (used in) operating activities

$ 487,922 $ 299,321 $ 94,247 $ (50,699)

Changes in operating assets and liabilities

Accounts receivable (11,949) 29,872 (132,491) (23,396)

Inventories 437,035 482,825 402,049 521,356

Commodity derivatives 49,231 18,781 35,996 19,857

Other current and non-current assets 7,852 (23,172) (14,683) (31,730)

Payables and other current and non-current liabilities (107,196) (251,871) (377,718) (636,646)

Total changes in operating assets and liabilities 374,973 256,435 (86,847) (150,559)

Cash from operations before working capital changes $ 112,949 $ 42,886 $ 181,094 $ 99,860

Cash from operations before working capital changes is defined as cash provided by (used in) operating activities before the impact of changes in working capital within the statement of cash flows. The Company calculates cash from operations by eliminating the effect of changes in accounts receivable, inventories, commodity derivatives, other assets, and payables and accrued expenses from the cash provided by (used in) operating activities. Management believes that cash from operations before working capital changes is a useful measure of the company’s performance as it provides investors additional information about the company’s operations allowing better evaluation of underlying business performance and improved comparability to prior periods. Cash from operations before working capital changes is a non-GAAP financial measure and is not intended to replace or be an alternative to cash provided by (used in) operating activities, the most directly comparable GAAP financial measure.

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