DEF 14A of Archer-Daniels-Midland Co, Mar 26, 2026

DEF 14A of Archer-Daniels-Midland Co

Filed Mar 26, 2026 · FY20250001193125-26-126218

Open on EDGAR

  1. How to Vote

    | Executive Compensation | 66 | | Summary Compensation Table | 66 | | Grants of Plan-based Awards During Fiscal Year 2025 | 68 | | Outstanding Equity Awards at Fiscal Year 2025 Year-End | 70 | | Option Exercises and Stock Vested During Fiscal Year 2025 | 71 | | Pension Benefits | 72 | | Qualified Retirement Plan | 72 | | Supplemental Retirement Plan | 74 | | Nonqualified Deferred Compensation | 74 | | Termination of Employment and Change in Control Arrangements | 76 | | CEO Pay Ratio | 78 | | Pay Versus Performance | 79 | | Executive Stock Ownership | 85 | | Executive Officer Stock Ownership | 85 | | Equity Compensation Plan Information; Related Transactions | 86 | | Equity Compensation Plan Information at December 31, 2025 | 86 | | Review and Approval of Certain Relationships and Related Transactions | 87 | | Proposal No. 3 | 88 | | Proposal No. 3—Ratification of Appointment of Independent Registered Public Accounting Firm | 88 | | Report of the Audit Committee | 90 | | Report of the Audit Committee | 90 | | Proposal No. 4 | 92 | | Proposal No. 4— Approval of an Amendment to the 2020 Incentive Compensation Plan | 92 | | Proposal No. 5 | 100 | | Proposal No. 5—Stockholder Proposal Regarding Issuance of a Report on Pesticide Use Data Reporting in Regenerative Agriculture Program Disclosures | 100 | | General Information About the Annual Meeting and Voting | 103 | | Commonly Asked Questions and Answers about the Annual Meeting | 103 | | Submission of Stockholder Proposals and Other Matters | 105 | | Deadline for Submission of Stockholder Proposals | 105 | | Stockholders with the Same Address | 105 | | Receiving Future Proxy Materials Electronically | 105 | | Delinquent Section 16(a) Reports | 106 | | Principal Holders of Voting Securities | 106 | | Other Matters | 107 | | ANNEX A | A-1 | | Definition and Reconciliation of Non-GAAP Measures | A-1 | | ANNEX B | B-1 | | ADM 2020 Incentive Compensation Plan, as Proposed to be Amended | B-1 |

  2. COMPENSATION OBJECTIVES

    | Reinforce Performance | Emphasize the Long-Term | Focus on Results | Remain Market Competitive | Maintain Internal Equity | | Link short- and long-term compensation with individual and Company performance | Structure executive compensation to include a significant percentage of long-term equity awards | Reward executives for long-term stockholder value creation, excellence in leadership, and implementing our business strategy | Provide compensation that is consistent with the scope of responsibilities of the role with other comparable organizations to attract and retain high quality executive talent | Structure compensation and benefit programs with consistent features for employees and executives across the organization |

  3. FY 2025 COMPENSATION HIGHLIGHTS

    | • | Earned incentives reflected Company performance — The Company performance component of the annual incentive for 2025 was 44.7% out of 75% target. |

  4. FY 2025 COMPENSATION HIGHLIGHTS

    | • | LTI based on long-term results — Performance share units (“PSUs”) for 2023 – 2025 were 62.1% of target. |

  5. FY 2025 COMPENSATION HIGHLIGHTS

    | Annual Incentive Payouts 80%—95% | Long-Term Incentive Payouts 62% |

  6. Director Nominee Qualifications, Skills, and Experience

    Director Nominee Qualifications, Skills, and Experience The Nominating and Corporate Governance Committee and the Board have determined that the director nominees possess a diverse and balanced mix of backgrounds, viewpoints, skills and experiences to effectively oversee ADM’s long-term strategy and business. Biographical information about each nominee, as well as highlights of certain notable skills, qualifications, backgrounds and experiences that contributed to the individual’s selection as a nominee for election at our 2026 Annual Meeting, are included on the following pages. This summary information is not intended to be an exhaustive list of each director nominee’s experience and contributions to the Board. The following chart provides summary information about each of our director nominees’ qualifications, skills, and experience. More detailed information is provided in each director nominee’s biography beginning on the next page.

  7. Director Nominee Qualifications, Skills, and Experience

    | | | | | | | | | | | | | | | | CEO Leadership | • | | • | | | | • | | | • | | | | | Finance / Accounting | • | | | • | | | | • | | • | | | | | International Business | • | • | • | • | • | • | • | • | • | • | | • | | | Agriculture / Food / Retail Consumer | | | • | • | • | • | • | | • | | • | | • | | M&A | • | • | • | • | • | • | • | • | • | • | | • | • | | Risk Management | • | • | | • | • | | • | • | • | • | | | • | | Sustainability / Environmental / Social | | | • | • | • | • | • | • | • | • | • | • | | | Sales / Marketing | | • | • | | | • | • | | | | • | • | | | Project Management | • | • | • | | • | • | • | • | • | • | | • | | | Food Science / R&D | | | • | | • | | • | | | | • | • | | | Information Technology / Cybersecurity | | • | | | • | | | • | | | | | • |

  8. Director Nominee Tenure, Ages, and Diversity

    Director Nominee Tenure, Ages, and Diversity

  9. Director Nominee Tenure, Ages, and Diversity

    | | The Board of Directors recommends a vote FOR the election of the thirteen nominees named below as directors. Proxies solicited by the Board will be so voted unless stockholders specify a different choice. |

  10. Director Nominee Tenure, Ages, and Diversity

    | | PROPOSAL NO. 1 — Election of Directors for a One-Year Term |

  11. Director Nominees

    Director Nominees

  12. Director Nominees

    | Michael S. Burke Age: 62 Director since: 2018 Board Committees: Audit (Chair); Nominating and Corporate Governance Common stock owned: 18,244 (1) Percent of class: * Qualifications, Skills, and Experience CEO Leadership Finance / Accounting International Business M&A Risk Management Project Management | Mr. Burke brings deep expertise in driving the evolution of global businesses, strategic planning, international market dynamics, and overseeing risk management from his tenure as Chair and CEO of AECOM, a Fortune 500 company that designs, builds, finances and operates infrastructure assets in more than 150 countries. He also contributes his significant experience leading companies through transformation, developed through his roles at AECOM, where he played a key role in preparing the company for its IPO in 2007, and spearheaded international business development and M&A strategy. He also brings expertise in finance, accounting, and tax matters drawing on his experience as a Chief Financial Officer and his 15-year career at KPMG advising public companies. | | | | Non-Public & Non-Profit Boards; Memberships • CURRENT: Universal Engineering Sciences (Chair); Stratus (Chair); SitelogIQ (board member); American Institute of Certified Public Accountants (member); California Bar Association (member); Eldridge ACRE Partners (Chairman); KZF Design, Inc. (Chairman) • PRIOR: Business Roundtable (board member; Chair, Infrastructure Committee); Children’s Bureau (Vice Chair); World Economic Forum (Co-Chair, Steering Committee, Infrastructure and Urban Development); Nexii Building Solutions (board member); CarbonCure (board member) | Career Highlights • AECOM (a global infrastructure firm) - Chairman and Chief Executive Officer (2015-2020) - Chief Executive Officer (2014-2015) - President (2011-2014) - Other leadership roles (2005-2011), including Chief Financial Officer (2006-2011) • KPMG LLP - Member of Board of Directors (2000-2005) - Partner (1995-2005) - Various roles (1990-1995) |

  13. Director Nominees

    | | PROPOSAL NO. 1 — Election of Directors for a One-Year Term |

  14. Director Nominees

    | Theodore Colbert Age: 52 Director since: 2021 Board Committees: Compensation and Succession; Sustainability and Technology Common stock owned: 16,824 (2) Percent of class: * Qualifications, Skills, and Experience International Business M&A Risk Management Sales / Marketing Project Management Information Technology / Cybersecurity | Mr. Colbert brings extensive corporate leadership experience to the Board, along with his deep expertise in information technology, cybersecurity, data and analytics, and automation, which he acquired over his nearly three-decade career overseeing information technology, data security and architecture at several global market-leading companies. His most recent positions at Boeing further developed his sales and marketing capabilities, M&A experience, government regulation experience, and expertise in international business dynamics, including while serving in his role as President and CEO of its Global Services business that provided services to global customers across all OEMs and in his role as President and CEO of its Defense, Space & Security business that provided solutions across defense, government, space, intelligence, and security to customers worldwide. Leading global businesses focused on serving security and national defense companies distinguishes Mr. Colbert as an expert in world-class information security systems and risk management. This expertise has been honored with numerous prestigious awards throughout his career, including most recently the 2022 Black Engineer of the Year Award and the 2022 ORBIE Award for Leadership, being named the 2021 Capital CIO of the Year and one of the Most Influential Black Executives in Corporate America by Savoy magazine in 2020 and 2021, as well as being the first recipient of the Fisher Center prize for Excellence in Driving Transformation from the Fisher Center For Business Analytics at Berkeley. | | | | Non-Public & Non-Profit Boards; Memberships • CURRENT: New Leaders (Chair); The Executive Leadership Council (member); Thurgood Marshall College Fund (Co-Vice Chair); Virginia Tech Innovation Campus Advisory Board (board member); National Academy of Engineering (member); Yellow (member); Resilinc Corporation member); Georgia Tech Foundation (Trustee) • PRIOR: Georgia Tech President’s Advisory Board (two terms); National Space Council Users Advisory Group; DC College Access Program; Aerospace Industries Association | Career Highlights • Boeing (a global aerospace company) - Executive Vice President of The Boeing Company and President and Chief Executive Officer of Boeing Defense, Space & Security (2022-2024) - Executive Vice President of The Boeing Company and President and Chief Executive Officer of Boeing Global Services (2019-2022) - Chief Information Officer and Senior Vice President of Information Technology & Data Analytics (2016-2019) - Chief Information Officer and Vice President of Information Technology Infrastructure (2013-2016) - Other leadership roles (2009-2013) • Citigroup - Senior Vice President of Enterprise Architecture (2007-2009) • Ford Motor Company - Various roles in the Information Technology organization (1996-2007) |

  15. Director Nominees

    | | PROPOSAL NO. 1 — Election of Directors for a One-Year Term |

  16. Director Nominees

    | James C. Collins, Jr. Age: 63 Director since: 2022 Board Committees: Audit; Compensation and Succession Common stock owned: 11,525 (1) Percent of class: * Qualifications, Skills, and Experience CEO Leadership International Business Agriculture / Food / Retail Consumer M&A Sustainability / Environmental / Social Sales / Marketing Project Management Food Science / R&D | Mr. Collins contributes to the Board deep expertise in global agriculture and food science innovation developed over his extensive executive leadership experience in the food and agriculture industry. During his tenure leading agriculture business lines at DuPont and Dow DuPont, and most recently as the CEO of Corteva – the public spin-off of Dow DuPont’s crop protection and agrisciences divisions with a global scale – he oversaw the launch of numerous new products and drove strong growth in their R&D and innovation pipelines. His experience leading the integration of legacy DuPont and Dow agricultural businesses to drive preparation for Corteva’s spin also enhances the Board’s M&A and corporate governance expertise. He also brings extensive sales and marketing experience, beginning as a sales representative early in his career and later taking on leadership roles with responsibility for implementing multi-channel, multi-brand growth strategies. Through his work in agriculture supply chains, Mr. Collins has also developed a keen understanding of how to support and partner with global farmers to improve the sustainability of the agriculture and nutrition value chains. During his time at Corteva, he led a comprehensive array of initiatives to enhance sustainability, with a strong focus on helping farmers lead with new practices and innovations. He currently serves on the boards of Vestaron Corporation and Pivot Bio, private companies dedicated to improving the safety, efficacy and sustainability of crop protection through peptide-based biopesticides and microbe-based fertilizer solutions. | | | | Public Boards • CURRENT: AGCO Corporation • PRIOR (within past 5 years): Corteva, Inc.; Cibus, Inc. Non-Public & Non-Profit Boards; Memberships • CURRENT: Vestaron Corporation (board member); Pivot Bio (board member); University of Delaware College of Agriculture and Natural Resources (Advisory Committee member) • PRIOR: CropLife International (board member); University of Delaware’s Alfred Lerner College of Business & Economics (advisory board member); US China Business Council (member); Business Roundtable (Special Committee on Equity and Racial Justice; Climate Policy Committee; Trade Committee); National 4-H Council (board member); Hagley Museum and Library (board of trustees member); University of Tennessee 4H Loan Oaks Farm (advisory council member); Longwood Botanical Gardens (board of trustees member) | Career Highlights • Corteva, Inc. (a global agricultural and seed company) - Chief Executive Officer (2019-2021) • DowDuPont - Chief Operating Officer (2017-2019) • DuPont - Executive Vice President (2014-2017) - Senior Vice President (2013-2014) - President Industrial Biosciences (2011-2013) - VP Acquisitions and Integration – Danisco (2011) - President Crop Protection (2003-2010) |

  17. Director Nominees

    | | PROPOSAL NO. 1 — Election of Directors for a One-Year Term |

  18. Director Nominees

    | Terrell K. Crews Lead Director Age: 70 Director since: 2011 Common stock owned: 66,687 (3) Percent of class: * Qualifications, Skills, and Experience Finance / Accounting International Business Agriculture / Food / Retail Consumer M&A Risk Management Sustainability / Environmental / Social | Mr. Crews, who has served as our independent Lead Director since May 2023, contributes to the Board deep expertise in the international agricultural industry, business transformation, and agri-business operations gained over his 32-year career at Monsanto, a global agrochemical and agricultural biotechnology company. Serving in his role as Chief Financial Officer at Monsanto for nearly a decade, Mr. Crews oversaw corporate finance and reporting in addition to capital allocation strategies. His other roles with the company included helming the global vegetable business, assignments in Latin America, and leading financial operations for its Asia-Pacific business, which gave him significant expertise in risk management and strategic planning. Mr. Crews also has experience leading financing for M&A activity and other corporate transactions, including overseeing the financial integration of 11 acquired seed companies as head of finance for Monsanto’s Global Seed Group. His long tenure in agricultural industry executive leadership led him to develop a keen understanding of evolving views of broad stakeholder groups on sustainability and contributed to his experience developing capital allocation strategies aligned with corporate sustainability priorities. Recognized by the NACD Directorship 100™ for his leadership, excellence, and integrity in corporate governance, Mr. Crews is well-qualified to serve in the role of Lead Director. Additionally, having served on the Board since 2011, his tenure enables him to have a deep understanding of the Company’s strategy, business, products, and goals, allowing him to more effectively provide independent strategic leadership to the Company. | | | | Public Boards • CURRENT: Smurfit WestRock plc (f/k/a WestRock Company) (directorship ends May 2026) • PRIOR (within past 5 years): Hormel Foods Corporation Non-Public & Non-Profit Boards; Memberships • CURRENT: Freed-Hardeman University (board member); Teay’s River Investments (Lead Director) (directorship ends March 2026) | Career Highlights • Monsanto Company (a global agricultural and seed company) - Executive Vice President, Chief Financial Officer and Vegetable Business CEO (2007-2009) - Executive Vice President and Chief Financial Officer (2000-2007) - Various other roles (1977-2000) |

  19. Director Nominees

    | | PROPOSAL NO. 1 — Election of Directors for a One-Year Term |

  20. Director Nominees

    | Ellen de Brabander Age: 63 Director since: 2023 Board Committees: Nominating and Corporate Governance; Sustainability and Technology Common stock owned: 9,528 (1) Percent of class: * Qualifications, Skills, and Experience International Business Agriculture / Food / Retail Consumer M&A Risk Management Sustainability / Environmental / Social Project Management Food Science / R&D Information Technology / Cybersecurity | Dr. de Brabander brings to the Board a broad scientific background and a strong track record of innovation spanning three decades in several global industries including human nutrition, life sciences and animal health. In her current role as Executive Vice President of Innovation and Regulatory Affairs at Elanco, Dr. de Brabander utilizes her R&D expertise driving early and late-stage pipeline execution across global pet health and farm animal markets, including nutritional health solutions. This deep research and innovation expertise was fostered in her previous role as senior vice president for R&D at PepsiCo, with company-wide responsibility for food safety, quality, regulatory, analytical and digital transformation in R&D. She also led and successfully transformed R&D for global businesses, including Merial (now Boehringer Ingelheim), Intervet (now Merck Animal Health) and DSM. In addition to her corporate success, she has been a founding board member of EIT (European Institute of Technology) and founding CEO of EIT Food, the largest public-private partnership in the food sector. Dr. de Brabander earned her Ph.D. cum laude in bio-organic chemistry from Leiden University in the Netherlands and completed her post-doctoral work in molecular biology at the Massachusetts Institute of Technology (MIT) in the group of Prof. Dr. H.G. Khorana, a Nobel laureate. She is the co-author of over 60 publications in scientific journals, holds 18 patents, and has received multiple awards for her research. | | | | Non-Public & Non-Profit Boards; Memberships • CURRENT: PeakBridge (investment committee member); Brightlands Greenport (food/ agro innovation campus and ecosystem in The Netherlands) (board chair); Lohmann Therapy Systems (board chair) • PRIOR: New York Academy of Sciences (board member); Open University, The Netherlands (board member); Twente University (board member) | Career Highlights • Elanco (a global leader in animal health) - Executive Vice President, Innovation and Regulatory Affairs (2021-present) • PepsiCo - Senior Vice President, R&D Technical Insights, Digital Transformation and Compliance (2017-2021) - Senior Vice President, R&D Nutrition (Global) (2015-2017) - Senior Vice President, R&D Europe and Africa (2014-2015) • EIT Food (food innovation community supported by the EU) - Interim Chief Executive Officer (2016-2018) • Merial (now part of Boehringer Ingelheim Animal Health) - Chief Technology Officer (2008-2014) |

  21. Director Nominees

    | | PROPOSAL NO. 1 — Election of Directors for a One-Year Term |

  22. Director Nominees

    | Suzan F. Harrison Age: 68 Director since: 2017 Board Committees: Audit; Sustainability and Technology (Chair) Common stock owned: 18,174 (1) Percent of class: * Qualifications, Skills, and Experience International Business Agriculture / Food / Retail Consumer M&A Sustainability / Environmental / Social Sales / Marketing Project Management | In her 35 years of executive leadership positions at Colgate-Palmolive, a global consumer products company focused on the production, distribution and provision of household, healthcare and personal care, Ms. Harrison has gained extensive experience in operational management, global business and M&A. She acquired deep understanding of evolving consumer trends, sales and marketing and development of customer-driven innovation through those positions, including as Vice President of Marketing for Colgate U.S. She also built her research and development experience overseeing the new products development process across Colgate-Palmolive, including for retail customers in oral care, pet nutrition and oral pharmaceuticals. Ms. Harrison has extensive sustainability experience acquired through her oversight of global brands and their evolution in alignment with stakeholder sustainability expectations. Ms. Harrison has been recognized by the NACD Directorship 100™ for her leadership, excellence, and integrity in corporate governance. | | | | Public Boards • CURRENT: Smurfit WestRock plc (f/k/a WestRock Company); Ashland Inc. | Career Highlights • Colgate-Palmolive Company (a global household and consumer products company) - President of Global Oral Care (2011-2019) - President Hill’s Pet Nutrition Inc. North America (2009-2011) - Vice President, Marketing (2006-2009) - Vice President and General Manager of Colgate Oral Pharmaceuticals, North America, and Europe (2005-2006) - Various other roles (1983-2005) |

  23. Director Nominees

    | | PROPOSAL NO. 1 — Election of Directors for a One-Year Term |

  24. Director Nominees

    | Juan R. Luciano Chair of the Board Age: 64 Director since: 2014 Common stock owned: 1,920,559 (4) Percent of class: * Qualifications, Skills, and Experience CEO Leadership International Business Agriculture / Food / Retail Consumer M&A Risk Management Sustainability / Environmental / Social Sales / Marketing Project Management Food Science / R&D | Since joining ADM in 2011, Mr. Luciano has spent more than a decade in various senior executive leadership roles working to drive our Company’s evolution. During his time with ADM he has spearheaded our major growth drivers and sales and marketing efforts, including the commercial and production activities of ADM’s corn, oilseeds, and agricultural services businesses, development of sustainability strategy, and the increased use of research and technological innovation to meet customer needs. He most recently led a strategic growth campaign that has expanded ADM’s footprint in global markets, including through select M&A activity, building capabilities and adding talent and expertise that have allowed our Company to create value at every part of the global value chain. Under his leadership, ADM has undergone a remarkable transformation, building on more than a century of heritage to create a global nutrition business, with an industry-leading array of ingredients and solutions that are opening the door to growth opportunities in key global macro trend areas. He also has overseen the Company’s operational excellence initiatives and risk management functions. Prior to joining ADM, he had a successful 25-year tenure at The Dow Chemical Company, where he last served as executive vice president and president of the Performance division. | | | | Public Boards • CURRENT: Eli Lilly and Company (Lead Director) Non-Public & Non-Profit Boards; Memberships • CURRENT: Rush System Board of Directors (Director); Intersect Illinois (board member); Economic Club of Chicago (member); Commercial Club of Chicago (member); The Business Roundtable (member) • PRIOR: Kellogg School of Management, Northwestern University (board member); US-China Business Council (member) | Career Highlights • ADM - Chair of the Board, President and Chief Executive Officer (2016-present) - Chief Executive Officer and President (2015-2016) - President and Chief Operating Officer (2014) - Executive Vice President and Chief Operating Officer (2011-2014) • The Dow Chemical Company (a multinational chemical company) - Executive Vice President and President, Performance Division (2010-2011) - Various other roles (1985-2010) |

  25. Director Nominees

    | | PROPOSAL NO. 1 — Election of Directors for a One-Year Term |

  26. Director Nominees

    | David R. McAtee II Age: 57 Director since: 2024 Board Committees: Nominating and Corporate Governance, Compensation and Succession Common stock owned: 12,072 (5) Percent of class: * Qualifications, Skills, and Experience International Business Retail Consumer M&A Risk Management Sustainability / Environmental / Social Project Management | Mr. McAtee brings an extensive background in strategic planning, governance, risk management, data security, and stockholder engagement. Over the last decade, he has overseen AT&T’s global legal matters, including corporate governance, mergers & acquisitions (M&A), finance, supply chain, compliance and stockholder engagement. Mr. McAtee has developed deep expertise in managing legal and regulatory challenges across multiple global jurisdictions and engaging key government and institutional stakeholders to navigate complex legal matters. He also contributes to the Board his strong understanding of information technology, having guided AT&T through the rapidly evolving technological landscape, supporting its growth, innovation initiatives and effective risk management. Before joining AT&T, Mr. McAtee was a partner at a law firm, specializing in litigation matters, antitrust and government investigations, which provided him with deep expertise in risk management and regulatory affairs. His comprehensive background allows him to bring valuable insights to enhance our Board’s oversight of the Company’s strategic growth initiatives. | | | | Non-Public & Non-Profit Boards; Memberships • CURRENT: Methodist Health System (directorship ends March 2026); St. Marks School of Texas; Texas School of Law Foundation; Dallas Citizens Council; Texas Access to Justice Commission; M.D. Anderson Cancer Center; Wilson Center for Science and Justice at Duke Law School • PRIOR: State Bar of Texas (Executive Committee Member); The Dallas Assembly (President); Texas Bar Journal (Chair, Board of Editors); Texas Bar Foundation (Chair of the Fellows) | Career Highlights • AT&T (a global telecommunications company) - Senior EVP, General Counsel (2015-present) - SVP, Assistant General Counsel (2012-2015) • Haynes and Boone, LLP (an international law firm) - Partner (1995-2012) • U.S. District Court, Northern District of Texas - Law Clerk to Chief Judge (1994-1995) |

  27. Director Nominees

    | | PROPOSAL NO. 1 — Election of Directors for a One-Year Term |

  28. Director Nominees

    | Michael C. McMurray Age: 61 Director since: 2026 Board Committees: Audit; Sustainability and Technology Common stock owned: 0 Percent of class: * Qualifications, Skills, and Experience Finance / Accounting International Business M&A Risk Management Sustainability / Environmental / Social Project Management Information Technology / Cybersecurity | Mr. McMurray brings broad financial leadership, M&A/strategic planning expertise, and an extensive global business background, as well as a proven track record of delivering financial results. Through his most recent position as the Executive Vice President and Chief Financial Officer at LyondellBasell Industries N.V., he gained invaluable experience strategically managing and driving stockholder returns through volatile and cyclical global commodity market conditions. He also was responsible for strengthening LyondellBasell’s finance function and deepening the integration between strategy, operations and capital allocation. Before joining LyondellBasell, Mr. McMurray held various leadership positions with Owens Corning, including as Senior Vice President and Chief Financial Officer, where he gained deep experience in managing capital-intensive manufacturing businesses, portfolio optimization, and investor engagement, as well as setting sustainability strategies. From his finance and leadership roles at Royal Dutch Shell, he brings expertise in finance, accounting, and tax matters, as well as extensive exposure to global energy and chemicals markets, large-scale capital projects, risk management, and international operations. | | | | Public Boards • CURRENT: Flowserve Corporation Non-Public & Non-Profit Boards; Memberships • CURRENT: Children’s Advocacy Centers of Texas (board member) • PRIOR: Jr. Achievement of Southeast Texas (board member) | Career Highlights • LyondellBasell Industries N.V. (global plastics, chemicals and refining company) - Executive Vice President and Chief Financial Officer (2019-March 2025) • Owens Corning (global manufacturer of insulation, roofing and fiberglass composites) - Senior Vice President and Chief Financial Officer (2012-2019) - Vice President and Finance Leader, Owens Corning’s Building Materials Group (2011-2012) - Vice President, Investor Relations and Treasurer (2008-2011) • Shell plc (f/k/a Royal Dutch Shell) - Various leadership roles (1987-2008) |

  29. Director Nominees

    | | PROPOSAL NO. 1 — Election of Directors for a One-Year Term |

  30. Director Nominees

    | Patrick J. Moore Age: 71 Director since: 2003 Board Committees: Audit; Nominating and Corporate Governance (Chair) Common stock owned: 99,577 (1) Percent of class: * Qualifications, Skills, and Experience CEO Leadership Finance / Accounting International Business M&A Risk Management Sustainability / Environmental / Social Project Management | With over two decades of experience in the financial sector, including in his early career at Continental Bank, as CFO at Smurfit-Stone and in his current position as founder, President and CEO of a private equity investment and advisory firm, Mr. Moore contributes to the Board his financial expertise and substantial executive leadership experience in international banking and finance, strategy development, commodity management, and operations management. Throughout his career, Mr. Moore developed significant experience in risk management and M&A. Mr. Moore also brings extensive experience in environmental and sustainable practices from his time at Smurfit-Stone, a producer of containerboard and corrugated packaging and one of the world’s largest paper recyclers, and his service on the board of the Sustainable Forestry Initiative, with particular focus on recycling, carbon storage, reduction of energy and water usage, and sustainable forestry. Mr. Moore has been recognized by the NACD Directorship 100™ for his leadership, excellence, and integrity in corporate governance. | | | | Public Boards • CURRENT: Energizer Holdings, Inc. (Chairman) Non-Public & Non-Profit Boards; Memberships • CURRENT: St. Louis Zoological Association (board member); Hoverfly Holdings (board member); Engineered Corrosion Solutions (board member) • PRIOR: North American Review Board of American Air Liquide Holdings, Inc. | Career Highlights • PJM Advisors, LLC (a private equity investment and advisory firm founded by Mr. Moore) - President and Chief Executive Officer (2011-present) • Smurfit-Stone Container Corporation (a leader in integrated containerboard and corrugated package products and paper recycling) (6) - Chairman and Chief Executive Officer (2002-2011) - Other roles including Chief Financial Officer, Vice President-Treasurer and General Manager, Industrial Packaging division (1987-2002) • Continental Bank - Various roles in corporate lending, international banking, and administration (1975-1987) |

  31. Director Nominees

    | | PROPOSAL NO. 1 — Election of Directors for a One-Year Term |

  32. Director Nominees

    | Debra A. Sandler Age: 66 Director since: 2016 Board Committees: Audit; Nominating and Corporate Governance Common stock owned: 28,696 (1) Percent of class: * Qualifications, Skills, and Experience Agriculture / Food / Retail Consumer Sustainability / Environmental / Social Sales / Marketing Food Science / R&D | Ms. Sandler contributes to the Board her strong marketing and operating experience, and extensive understanding of consumer behavior within the evolving retail environment (specifically in the food industry), and a proven record of creating, building, enhancing, and leading well-known consumer brands through her leadership positions at Mars, Johnson & Johnson, and PepsiCo. She developed these skills as a founder, President and Chief Executive Officer of La Grenade Group, LLC, a consulting firm that advises a wide range of clients on marketing innovation and overall business development. She also enhances the Board’s expertise in financial and strategic planning, research and development in the food science industry acquired in her prior role as founder and CEO of Mavis Foods. The Board also benefits from Ms. Sandler’s expertise in corporate social responsibility and health and wellbeing in the consumer packaged goods industry. | | | | Public Boards • CURRENT: USA Today Co., Inc. (f/k/a Gannett Co., Inc.); Dollar General Corporation; Keurig Dr Pepper Inc. Non-Public & Non-Profit Boards; Memberships • CURRENT: Hofstra University (board member); The Executive Leadership Council (member); Pharmavite, LLC (board member); Trewstar Corporate Board Services (Partner) • PRIOR: Latino Corporate Directors Association (board member) | Career Highlights • LaGrenade Group, LLC (a marketing consulting firm Ms. Sandler founded to advise consumer packaged goods companies operating in the Health and Wellness space) - President (2015-present) • Mavis Foods, LLC (a startup Ms. Sandler founded that makes and sells Caribbean sauces and marinades) - Chief Executive Officer (2018-2024) • Mars, Inc. - Chief Health and Wellbeing Officer (2014-2015) - President, Chocolate, North America (2012-2014) - Chief Consumer Officer of Mars Chocolate North America (2009-2012) • Johnson & Johnson - Various roles, including Worldwide President, McNeil Nutritionals division (1999-2009) • PepsiCo - Various roles, including Marketing Vice President (1985-1999) |

  33. Director Nominees

    | | PROPOSAL NO. 1 — Election of Directors for a One-Year Term |

  34. Director Nominees

    | Lei Z. Schlitz Age: 59 Director since: 2019 Board Committees: Compensation and Succession; Sustainability and Technology Common stock owned: 16,559 (1) Percent of class: * Qualifications, Skills, and Experience International Business M&A Sustainability / Environmental / Social Sales / Marketing Project Management Food Science / R&D | Dr. Schlitz is an accomplished leader, with experience in strategy development, M&A and growth initiatives, and operational excellence at an international scale, including several global manufacturing companies. She has extensive expertise in research and development, having served in product development roles at Johnson Controls, Illinois Tool Works (ITW) and Siemens Energy and Automation. She has also built research and development expertise specifically within the food science sector, including during her tenure as executive vice president of ITW’s $22B Food Equipment segment, which services commercial food service and food retail customers around the globe. She also oversaw product portfolio growth by building strong market-driven strategy at Siemens, developing important strategic planning, sales and marketing expertise. Dr. Schlitz contributes to the Board her strong sustainability expertise, including her first-hand experience driving product innovations in energy-efficient electrical distribution products and equipment at GE Global Research and GE Industrial Systems. Dr. Schlitz holds a doctorate in mechanical engineering from the University of Wisconsin-Milwaukee, and a bachelor’s degree in engineering mechanics from Tsinghua University, China. | | | | Non-Public & Non-Profit Boards; Memberships • CURRENT: Society of Women Engineers (member) | Career Highlights • Johnson Controls (a global building products company) - Vice President and President, Global Products (2022-present) • Illinois Tool Works Inc. (a global multi-industrial manufacturer) - Executive Vice President, Automotive OEM (2020-2022) - Executive Vice President, Food Equipment (2015-2020) - Group President, Worldwide Ware-Wash, Refrigeration, and Weigh/Wrap Businesses (2011-2015) - Vice President, Research & Development, and Head of ITW Technology Center (2008-2011) • Siemens Energy & Automation - Business Manager for Emerging Businesses, Residential Product Division (2006-2008) - Director of Engineering (2001-2006) |

  35. Director Nominees

    | | PROPOSAL NO. 1 — Election of Directors for a One-Year Term |

  36. Director Nominees

    | Kelvin R. Westbrook Age: 70 Director since: 2003 Board Committees: Compensation and Succession (Chair); Nominating and Corporate Governance Common stock owned: 33,681 (1) Percent of class: * Qualifications, Skills, and Experience Agriculture / Food / Retail Consumer M&A Risk Management Information Technology / Cybersecurity | Mr. Westbrook brings valuable insights on consumer trends and preferences, as well as extensive information technology and cybersecurity, acquired through decades serving as President, Chief Executive Officer, and co-founder of two large cable television and broadband companies. As a former partner in the corporate law and mergers and acquisitions practice of a national law firm, he also brings significant legal expertise in M&A and risk management. His risk management and corporate governance expertise developed in this executive role is further enhanced by his service on the boards of directors and board committees of numerous public companies and not-for-profit entities, including experience in regulated industries. Mr. Westbrook has been recognized by the NACD Directorship 100™ for his leadership, excellence, and integrity in corporate governance. | | | | Public Boards • CURRENT: Mosaic Company; Camden Property Trust (Lead Independent Trust Manager) • PRIOR (within past 5 years): T-Mobile US, Inc. Non-Public & Non-Profit Boards; Memberships • CURRENT: Boys and Girls Clubs of Greater St. Louis (board member); BioSTL (board member); University of Washington Foster School of Business (board member); University of Washington Foundation Board (board member) • PRIOR: BJC Healthcare (board member); St. Louis Internship Program (board member) | Career Highlights • KRW Advisors, LLC (a consulting and advisory firm founded by Mr. Westbrook) - President and Chief Executive Officer (2007-present) • Millennium Digital Media Systems, L.L.C. (a broadband services company) - Chairman and Chief Strategic Officer (2006-2007) - President and Chief Executive Officer (1997-2006) • LEB Communications, Inc. (an affiliate of Charter Communications) - President and Chairman (1993-1996) • Paul Hastings Janofsky & Walker LLP - Partner (1990-1993) |

  37. Director Nominees

    | * Less than 1% of outstanding shares |

  38. Director Nominees

    | (1) Consists of stock units allocated under our Stock Unit Plan for Non-Employee Directors (“Stock Unit Plan”) that are deemed to be the equivalent of outstanding shares of common stock for valuation purposes. |

  39. Director Nominees

    | (2) Includes 16,814 stock units allocated under our Stock Unit Plan. |

  40. Director Nominees

    | (3) Includes 65,927 stock units allocated under our Stock Unit Plan. |

  41. Director Nominees

    | (4) Includes 1,492,789 shares held in trust, 238 shares held by a family-owned limited liability company, and 38,108 unvested RSUs that vest within 60 days of March 13, 2026. Does not include 246,810 unvested RSUs which do not vest within 60 days of March 13, 2026. |

  42. Director Nominees

    | (5) Includes 4,572 stock units allocated under our Stock Unit Plan. |

  43. Director Nominees

    | (6) Smurfit-Stone Container Corporation and its U.S. and Canadian subsidiaries filed voluntary petitions for reorganization under Chapter 11 of the U.S. Bankruptcy Code in January 2009 and emerged in 2010. |

  44. Director Nominees

    | | PROPOSAL NO. 1 — Election of Directors for a One-Year Term |

  45. Board Role in Risk Oversight

    | BOARD OF DIRECTORS | | | | | • Long-term strategy risks • Portfolio and capital allocation risks • Major M&A, divestitures, and restructuring risks • Significant reputational risks | | • Competitive positioning and market disruption • Geopolitical risks • Macroeconomic volatility • Significant litigation, investigation and regulatory risks | | | Audit Committee Supports Board oversight of the Company’s risk management, compliance and financial reporting processes Risk Oversight: • ERM process • Integrity of the financial statements • Effectiveness of internal control over financial reporting • Qualifications and independence of independent public accounting firm • Compliance and ethics programs • Periodically report to Board regarding significant risk matters • Other key risk areas including trading, operations, workforce, and tax obligations | Nominating and Corporate Governance Committee Manages risks relating to governance processes and Board effectiveness Risk Oversight: • Identify and recommend qualified director nominees • Establish and update Corporate Governance Guidelines • Lead the evaluations of directors, Board, and Board committees • Recommend committee assignments of risk oversight areas • Identify potential conflicts of interest with respect to directors | Compensation and Succession Committee Maintains oversight of risks concerning the Company’s executive compensation programs and executive retention Risk Oversight: • Compensation program design for senior management • Senior management succession planning, recruiting, retention, talent development, and career progression • Review Compensation Discussion & Analysis and prepare report • Set performance criteria for management, including the Chief Executive Officer • Periodically review compensation programs and potential risks | Sustainability and Technology Committee Focuses on specific sustainability, safety and technology-related risks Risk Oversight: • Sustainability strategy, performance, and compliance • Workplace safety • Environmental risks • Food safety and quality risks • Technology-related opportunities and risks • Data privacy, information security, and cybersecurity |

  46. Key Focus Areas for 2025

    | • | Develops, reviews, and recommends to the Board the compensation of non-employee directors |

  47. Key Focus Areas for 2025

    | • | Reviewed executive officer pay levels against those of similar roles within our peer group |

  48. Key Focus Areas for 2025

    | • | Performed an annual review of the director compensation program |

  49. COMMUNICATIONS WITH DIRECTORS

    | | CORPORATE GOVERNANCE — Director Compensation |

  50. Director Compensation

    Director Compensation Our standard compensation for non-employee directors consists of an annual retainer of $330,000 and additional annual stipends for service as Lead Director ($50,000), Chair of the Audit Committee ($35,000), Chair of the Compensation and Succession Committee ($25,000), Chair of the Nominating and Corporate Governance Committee ($25,000) (having increased from $20,000 effective as of the 2025 Annual Meeting of Stockholders), and Chair of the Sustainability and Technology Committee ($25,000). The Compensation and Succession Committee annually reviews our non-employee director compensation program. Directors may elect to receive up to $125,000 of their annual retainer in cash or stock units, and the remaining portion of the annual retainer and any stipends are paid in stock units. Each stock unit is deemed for valuation and bookkeeping purposes to be the equivalent of a share of our common stock. Cash payments are made on a quarterly basis at the beginning of each quarterly service period. Stock units are credited to the account of each non-employee director on a quarterly basis in an amount determined by dividing the quarterly amount of the retainer or stipend to be paid in stock units by the fair market value of a share of our common stock on the last business day of that quarter, and are fully-vested at all times. As of any date on which cash dividends are paid on our common stock, each director’s stock unit account is also credited with stock units in an amount determined by dividing the dollar value of the dividends that would have been paid on the stock units in that director’s account had those units been actual shares by the fair market value of a share of our stock on the dividend payment date. For purposes of this plan, the “fair market value” of a share of our common stock on any date is the average of the high and low reported sales prices for our stock on the NYSE on that date. Each stock unit is paid out in cash on the first business day following the earlier of (i) five years after the end of the calendar year that includes the quarter for which that stock unit was credited to the director’s account, and (ii) when the director ceases to be a member of the Board. The amount to be paid will equal the number of stock units credited to a director’s account multiplied by the fair market value of a share of our stock on the payout date. A director may elect to defer the date of these payments in accordance with the plan. Directors who terminate service on the Board, as a committee chair or Lead Director, receive stock units based on the number of days served in the applicable quarterly service period. We do not pay fees for attendance at board and committee meetings. Directors are reimbursed for out-of-pocket traveling expenses incurred in attending board and committee meetings. Directors may also be provided with certain perquisites from time to time. The following table summarizes compensation provided to each non-employee director for services provided during fiscal year 2025.

  51. Director Compensation

    | Name | Fees Earned or Paid in Cash ($)(1) | Stock Awards ($)(2) | All Other Compensation ($)(3) | Total ($) | | M. S. BURKE | 125,000 | 240,000 | 40,384 | 405,384 | | T. COLBERT | 125,000 | 205,000 | 28,716 | 358,716 | | J. C. COLLINS, JR. | 125,000 | 205,000 | 18,247 | 348,247 | | T. K. CREWS | 125,000 | 255,000 | 124,822 | 504,822 | | E. M. M. DE BRABANDER | 125,000 | 205,000 | 14,294 | 344,294 | | S. F. HARRISON | 125,000 | 230,000 | 40,468 | 395,468 | | D. R. MCATEE II | 125,000 | 205,000 | 4,483 | 334,483 | | P. J. MOORE | 125,000 | 228,750 | 192,003 | 545,753 | | D. A. SANDLER | — | 330,000 | 59,069 | 389,069 | | L. Z. SCHLITZ | 125,000 | 205,000 | 37,828 | 367,828 | | K. R. WESTBROOK | 125,000 | 230,000 | 76,639 | 431,639 |

  52. Director Compensation

    | (1) As described above, up to $125,000 of the annual retainer may be paid in cash or in stock units, or a combination of both, at the director’s election. The remainder of the retainer and any stipends are paid in stock units. All compensation paid in stock units is reported in the “Stock Awards” column. For fiscal year 2025, Ms. Sandler elected to receive her entire annual retainer in the form of stock units. |

  53. Director Compensation

    | | CORPORATE GOVERNANCE — Director Compensation |

  54. Director Compensation

    | (2) The amounts set forth in this column represent the grant date fair value of stock units paid to each of the listed directors computed in accordance with the provisions of the Financial Accounting Standards Board’s Accounting Standards Codification Topic 718 (“FASB ASC Topic 718”). Each of the listed directors is a non-employee director and the fair value of services provided by each director has been used to calculate the number of stock units credited to each director by dividing the quarterly fair value of the services provided by the fair market value of a share of our Company’s common stock on the last business day of the quarter. For purposes of this plan, the “fair market value” of a share of our common stock on any date is the average of the high and low reported sales prices for our stock on the NYSE on that date. The aggregate number of stock units held by each non-employee director with respect to services provided through December 31, 2025 (including mandatory stock unit grants, voluntary elections to receive stock units, the deemed reinvestment of dividends and units in respect of services provided in the fourth quarter of 2025, which were recorded in the directors’ accounts as of January 1, 2026) was as follows: |

  55. Director Compensation

    | Name | Number of Stock Units | | M. S. Burke | 22,928 | | T. Colbert | 16,687 | | J. C. Collins, Jr. | 11,438 | | T. K. Crews | 65,430 | | E. M. M. de Brabander | 9,456 | | S. F. Harrison | 22,858 | | D. R. McAtee II | 4,537 | | P. J. Moore | 98,827 | | D. A. Sandler | 33,301 | | L. Z. Schlitz | 21,255 | | K. R. Westbrook | 40,993 |

  56. Director Compensation

    | (3) The amounts in this column consist of the dividend equivalent amounts paid in stock units in 2025 on stock awards. |

  57. OUR COMPENSATION PHILOSOPHY AND OBJECTIVES

    | • | Reinforce a high-performance culture—linking short- and long-term compensation with individual and Company performance; |

  58. OUR COMPENSATION PHILOSOPHY AND OBJECTIVES

    | • | Emphasize the long-term—structuring executive compensation to include a significant percentage of long-term equity awards; |

  59. OUR COMPENSATION PHILOSOPHY AND OBJECTIVES

    | • | Focus on results—rewarding executives for long-term stockholder value creation, excellence in leadership, and implementing our business strategy; |

  60. 2025 PERFORMANCE HIGHLIGHTS(1)

    | • | Earned incentives reflected Company performance—The Company performance component of the annual incentive for 2025 was 44.7% out of 75% target, reflecting results versus preestablished company-wide goals for adjusted earnings before interest, taxes, depreciation, and amortization (“EBITDA”), adjusted free cash flow, and cash conversion cycle. |

  61. 2025 PERFORMANCE HIGHLIGHTS(1)

    | • | LTI based on long-term results—PSUs for 2023-2025 were based on results versus preestablished goals for adjusted ROIC (50%), adjusted earnings per share (“EPS”) (50%) and a two-goal ESG modifier. Both the ROIC and EPS metrics fell below their respective targets but above threshold levels. When adjusted by a positive ESG modifier, this resulted in an overall achievement for these PSUs of 62.1% of target. |

  62. OVERVIEW OF OUR COMPENSATION PROGRAM

    OVERVIEW OF OUR COMPENSATION PROGRAM Total direct compensation for ADM executives is delivered through salary, annual cash incentives and long-term equity incentive (“LTI”) awards. The annual cash incentives and LTI comprise the majority of total direct compensation. This mix of cash and equity awards emphasizes multiple performance factors ultimately intended to facilitate stockholder value creation over the short- and long-term. We believe salaries and performance-based annual cash incentive awards encourage and reward annual business results, while our LTI program balances performance against key long-term financial metrics with retention and continuity of leadership.

  63. 2025 PAY MIX

    In 2025, the Committee granted annual equity awards in the form of 60% PSUs and 40% time-based RSUs to the NEOs. The PSUs will vest based on ADM’s performance against specific goals over a three-year performance period that will end on December 31, 2027. The RSUs will vest one-third each year over a three-year period. For details, see “2025 Executive Compensation Decisions—Equity-Based Long-Term Incentives.”

  64. How Executive Compensation is Determined

    | THE ROLE OF THE COMPENSATION AND SUCCESSION COMMITTEE | | The Committee, which is composed solely of independent directors, is responsible for establishing ADM’s compensation philosophy and developing compensation policies and programs consistent with this philosophy. When making compensation decisions, the Committee considers the Company’s executive compensation objectives described below. Align executive and stockholder interests. A substantial portion of total compensation should be equity-based in order to align leadership incentives and stockholder value. We protect our stockholders’ interest by including clawback provisions in long-term incentive award agreements that provide for recovery or forfeiture of awards in certain events, including breaches of restrictive covenants, misconduct and certain terminations of employment. We also have a separate clawback policy that provides for recovery of certain incentive-based compensation in the case of an accounting restatement. Attract and retain top executive talent. We maintain a competitive and fair compensation program to attract and retain talented executives in a dynamic, global market, with a balanced mix of salary, annual cash incentives, and long-term incentive awards targeted to be market competitive. Pay-for-performance. Our executive compensation program emphasizes variable, performance-based pay tied to company and individual achievements. The Committee assesses executive pay holistically, with both annual cash incentives and long-term incentive awards reflecting measurable financial and strategic performance. Internal equity. The Committee considers internal equity when determining the pay of NEOs by evaluating compensation in the context of broader employee compensation. | | q | | THE ROLE OF THE BOARD | | The Board reviews and approves the Company’s annual and long-term business plans, which include some of the factors used to set financial and business objectives for incentive compensation. The independent directors establish and approve all performance criteria for evaluating the Board Chair and CEO, annually evaluate the performance of the Board Chair and CEO based on these criteria, and approve his compensation. The Board also may provide input and approval on any additional compensation-related issues at the Committee’s request. The Board reviews the Company’s performance and results against its operating plan, which informs the calculation of performance-based incentives and decisions regarding compensation packages generally. | | q | | THE ROLE OF THE INDEPENDENT COMPENSATION CONSULTANT | | For 2025, the Committee retained Meridian Compensation Partners, LLC (“Meridian”) as its independent executive compensation consultant. Meridian reports directly to the Committee and provides objective and expert analyses and independent advice on executive and director compensation and other matters in support of the Committee’s responsibilities. Each Committee meeting includes an executive session where the Committee meets privately with the independent consultant, without Company management. Outside of these sessions, the independent consultant interacts with management solely on behalf of the Committee. The Committee only retains consultants that it believes will provide independent advice. The Committee has assessed the independence of Meridian pursuant to SEC and NYSE rules and concluded that the work Meridian has performed and is expected to perform in the future does not raise any conflict of interest. | | q | | THE ROLE OF EXECUTIVES | | Our Board Chair and CEO assists the Committee in determining compensation for the NEOs other than himself, both in terms of individual performance and with respect to the functions or business units they oversee. The Board Chair and CEO also recommends to the Committee, but does not vote on, annual base salary adjustments, individual and group performance factors, and short- and long-term incentive award target levels for the other NEOs. The Company’s CPO oversees all employee compensation with the oversight and direction of the Committee. The CPO prepares most of the materials for the Committee meetings and provides analyses that assist the Committee with its decisions, such as information regarding competitive market practices, the Company’s succession management, and the Company’s performance. In addition, throughout the year, the CPO facilitates meetings with management to help the Committee gain a better understanding of Company performance, and ensures that the Committee receives a rigorous assessment of year-to-date performance at each of its meetings. The Company’s executives, including the Board Chair and CEO, leave meetings during discussions of individual compensation actions affecting them personally and during all executive sessions, unless requested to remain by the Committee. |

  65. Components of 2025 Executive Compensation

    | | Element and Form | | Link to Stockholder Value | Key Characteristics | | FIXED | Annual | Base Salary | Recognize an individual’s role and responsibilities | Reviewed annually and set based on competitiveness versus the external market, individual performance, and internal equity | | ANNUAL INCENTIVE AWARDS | Annual | Annual Cash Incentive | Achieve annual goals measured in terms of financial and individual performance linked to creation of stockholder value | Adjusted EBITDA, Adjusted Free Cash Flow, Cash Conversion Cycle, and Individual Performance Factor | | LONG-TERM INCENTIVE AWARDS | Long-Term (3-Year Performance Period) | Performance Share Units (PSUs) 60% | Align long-term performance with interests of stockholders and retain executive talent | Achievement of key drivers of Company performance and stockholder value as evidenced by average Adjusted ROIC, cumulative Adjusted Earnings per Share | | | Long-Term (Vest over 3-Year Period) | Restricted Stock Units (RSUs) 40% | Align NEOs’ interests with stockholders’ interests, retain executive talent, and promote stock ownership | RSUs are granted pursuant to the Company’s long-term equity plan and vest one-third each year beginning on the first anniversary of the grant date |

  66. INDIVIDUAL COMPENSATION DECISIONS

    | | Base salary Target annual cash incentive Actual annual cash incentive Long-term incentives | Unchanged at $1,492,500 200% of base salary, or $2,985,000 $2,826,795, or approximately 95% of target $17,700,000, granted in the form of 60% PSUs and 40% RSUs |

  67. INDIVIDUAL COMPENSATION DECISIONS

    | | Base salary Target annual cash incentive Actual annual cash incentive Long-term incentives | Unchanged at $1,425,000 135% of base salary, or $1,923,750 $1,821,791, or approximately 95% of target $6,950,000, granted in the form of 60% PSUs and 40% RSUs |

  68. INDIVIDUAL COMPENSATION DECISIONS

    | | Base salary Target annual cash incentive Actual annual cash incentive Long-term incentives | Unchanged at $735,504 100% of base salary, or $735,500 $586,194, or approximately 80% of target $3,300,000, granted in the form of 60% PSUs and 40% RSUs |

  69. INDIVIDUAL COMPENSATION DECISIONS

    | | Base salary Target annual cash incentive Actual annual cash incentive Long-term incentives | Increased from $700,008 to $800,004 as of May 1 in connection with President, North America appointment 100% of base salary, or $800,000 $757,600, or approximately 95% of target $3,275,000, granted in the form of 60% PSUs and 40% RSUs |

  70. INDIVIDUAL COMPENSATION DECISIONS

    | | Base salary Target annual cash incentive Actual annual cash incentive Long-term incentives | Unchanged at $700,008 100% of base salary, or $700,000 $557,900 or approximately 80% of target $3,000,000, granted in the form of 60% PSUs and 40% RSUs |

  71. 2025 ANNUAL CASH INCENTIVE

    2025 ANNUAL CASH INCENTIVE We pay an annual cash incentive only if ADM meets specified performance goals. The annual cash incentive program emphasizes company-wide performance objectives to encourage executives to focus on overall Company success, while also recognizing individual leadership and contributions that drive value creation. Our performance metrics are tied to creating stockholder value and the goals are designed to drive meaningful results. The annual cash incentive program aligns rewards with business results measured against specific goals. At the start of each fiscal year, the Committee approves target annual cash incentive levels, expressed as a percentage of salary, for each NEO. Earned awards paid are based on both Company performance (75% weight) and individual performance (25% weight). Payouts can range from 0% to a maximum of 200%, depending on both Company and individual performance. The 2025 annual cash incentive program was based on three key measures of financial performance—adjusted EBITDA, adjusted free cash flow, and cash conversion cycle—as well as individual performance. The Committee removed the ROIC multiplier that had been in the 2024 annual cash incentive program and added the two new metrics of adjusted free cash flow and cash conversion cycle. The Committee made these changes to the metrics of the 2025 annual cash incentive program in order to focus participants on critical financial goals related to cash and EBITDA and to eliminate the overlap of the ROIC metric with the long-term plan, which includes ROIC as a key measure for PSUs. Adjusted free cash flow represents the cash the Company generates after taking into consideration cash outflows that support operations and maintaining of fixed assets. The cash conversion cycle represents the average number of days it takes the Company to convert inventory and other resources into cash flow. The new cash metrics were introduced to guide decision-making processes, emphasizing effective management of cash and capital resources.

  72. 2025 Company Performance Goals

    2025 Company Performance Goals The weightings, goals, and associated payout opportunity amounts for these three metrics are shown below. If results for any of the company performance components fall between specific goals, the associated payout will be determined by linear interpolation.

  73. 2025 Company Performance Goals

    | Payout Opportunity | | | | | | | | | | | | Performance Metric | Weighting | 0% | 25% | 50% | 75% | 100% (Aligned to Company Plan) | 125% | 150% | 175% | 200% | | Adjusted EBITDA Achieved | 50% | $Below 3.960B | $3.960B | $4.130B | $4.215B | $4.302B | $4.410B | $4.515B | $4.620B | $4.725B & Above | | Adjusted Free Cash Flow Achieved | 20% | $Below 1.410B | $1.410B | $1.680B | $1.815B | $1.950B | $2.080B | $2.210B | $2.335B | $2.465B & Above | | Cash Conversion Cycle Achieved (in Days) | 5% | Above 57.00 | 57.00 | 55.50 | 54.75 | 54.00 | 53.25 | 52.50 | 51.75 | 51.00 or Below |

  74. 2025 Company Performance Payout Component Calculation

    2025 Company Performance Payout Component Calculation For 2025, ADM attained the results shown below, leading to an overall Company performance portion payout of 44.7% out of 75% target. Our 2025 adjusted EBITDA of $3.66 billion was below the threshold level of a payout opportunity for this metric. As a result, the adjusted EBITDA factor, which is weighted at 50% of the total annual cash incentive payout, achieved a payout of 0%. Our adjusted free cash flow for 2025 of $3.03 billion represented 200% of target. Applying the weighting for the adjusted free cash flow measure of 20% of the total annual cash incentive payout, this factor achieved a maximum payout of 40%. Our cash conversion cycle for 2025 of 54.2 days represented 93.3% of target. Applying the weighting for the cash conversion cycle measure of 5% of the total annual cash incentive payout, this factor achieved a payout of 4.7%. Adding the resulting payout percentages for adjusted EBITDA, adjusted free cash flow, and cash conversion cycle resulted in an overall Company performance portion payout of 44.7% out of 75% target.

  75. 2025 Company Performance Payout Component Calculation

    | | COMPENSATION DISCUSSION AND ANALYSIS — 2025 Executive Compensation Decisions |

  76. Individual Performance Components

    Individual Performance Components Individual performance determines 25% of the annual cash bonus. Our leaders are responsible for driving performance company-wide; their respective individual performance ratings are a result of their performance against pre-determined goals for the year, including goals for their respective business units. The payout for this component may range between 0% to 200% of target based on the Committee’s assessment of the NEO’s performance and contribution to the Company’s success. As a result, the individual performance portion can range from a total payout of 0% to 50%. On February 4, 2026, the Committee reviewed each NEO’s performance during 2025, including against their individual goals for the year and the goals for their respective business units, as applicable. As a result of that review, the Committee determined a baseline individual performance percentage payout for each NEO as follows: Mr. Luciano – 35%; Mr. Patolawala – 35%; Mr. Morris – 20%; Mr. Cuddy – 35%; and Mr. Pinner – 20%. The Committee then discussed specific factors during 2025 that negatively impacted Company-wide results, including market volatility, a dynamic global trade landscape, and ongoing uncertainty around U.S. biofuel policy. While these factors themselves were known risks, the magnitude and nature of their actual impacts on the Company’s results were not possible to predict at the time the Company’s operating plan was approved and the metrics for the 2025 annual cash incentive program were established. Furthermore, several of these factors were driven primarily by significant geopolitical policy and trade actions and related government and market responses, and were largely beyond the Company’s control. The Committee further discussed the individual contributions of each NEO towards mitigating the impacts of these challenges, including the Company’s portfolio optimization and simplification initiatives, cost reduction programs, and focus on cash flow generation, and how those efforts ultimately benefited the Company’s overall performance for the year. After consideration of these various factors, the Committee determined to provide a positive discretionary adjustment to the individual performance component for all participants in the 2025 annual cash incentive program who met the approved eligibility (which was that their baseline individual performance percentage must be at least 20%), including the NEOs, of 15%, not to exceed the maximum of 50% for the individual component as defined by the plan design. As a result of adding such adjustment to the baseline individual performance percentage payout for each NEO as determined by the Committee, the following individual performance percentages were applied to the NEOs:

  77. The Resulting Annual Cash Incentive for Each NEO

    The Resulting Annual Cash Incentive for Each NEO Based on the determination of the Company and individual performance factors as described above, the NEOs received the payouts set forth below.

  78. The Resulting Annual Cash Incentive for Each NEO

    | Executive | Target Cash Incentive Opportunity (% of Salary) | Target Cash Incentive Opportunity | Cash Bonus Payout as a Percentage of Target | Actual FY2025 Cash Award | | J. R. Luciano | 200% | $2,985,000 | 94.7% | $2,826,795 | | M. Patolawala | 135% | $1,923,750 | 94.7% | $1,821,791 | | G. A. Morris | 100% | $735,500 | 79.7% | $586,194 | | C. M. Cuddy | 100% | $800,000 | 94.7% | $757,600 | | I. Pinner | 100% | $700,000 | 79.7% | $557,900 |

  79. The Resulting Annual Cash Incentive for Each NEO

    | | COMPENSATION DISCUSSION AND ANALYSIS — 2025 Executive Compensation Decisions |

  80. EQUITY-BASED LONG-TERM INCENTIVES

    EQUITY-BASED LONG-TERM INCENTIVES ADM’s LTI program aligns the interests of executives with stockholders by rewarding financial outcomes important to long-term stockholder value, supporting stock ownership, and motivating retention of our senior executives. In 2025, we granted our annual LTI awards in February in the form of 60% PSUs, with the number earned contingent on actual results versus pre-established performance goals for a three-year performance period, and 40% RSUs that vest ratably over three years. The listed values represent the dollar amount of such awards, at target, as approved by the Committee. These amounts differ from the grant date fair values of such awards as shown in the Grants of Plan-Based Awards Table and the Summary Compensation Table due to the valuation methodology the Committee uses in making its decisions differing from the valuation methodology required by the SEC for the compensation tables.

  81. EQUITY-BASED LONG-TERM INCENTIVES

    | Executive | PSU Award | RSU Award | Total Target Equity Award | | J. R. Luciano | $10,620,000 | $7,080,000 | $17,700,000 | | M. Patolawala | $4,170,000 | $2,780,000 | $6,950,000 | | G. A. Morris | $1,980,000 | $1,320,000 | $3,300,000 | | C. M. Cuddy | $1,965,000 | $1,310,000 | $3,275,000 | | I. Pinner | $1,800,000 | $1,200,000 | $3,000,000 |

  82. EQUITY-BASED LONG-TERM INCENTIVES

    The terms of these equity awards are described below.

  83. PSU Vesting

    PSU Vesting Except in cases that trigger accelerated vesting (described below), the 2025 PSUs may be earned based on actual performance versus pre-established goals over a three-year performance period (2025–2027). The number of PSUs that can be earned ranges from 0% to 200% of the target number of PSUs granted, and the value of earned PSUs will further depend upon the price of ADM’s common stock at the end of the performance period. During the performance period, dividend equivalents will be accrued and settled in cash at the end of the three-year performance period on the basis of the number of PSUs actually earned. Vested PSUs will be settled in shares of ADM common stock.

  84. PSU Performance Metrics

    PSU Performance Metrics The performance metrics for the 2025 PSU awards are:

  85. PSU Performance Metrics

    | • | Average adjusted ROIC over the three-year performance period(5) (50% weight), and |

  86. PSU Performance Metrics

    | • | Cumulative adjusted earnings per share (“adjusted EPS”) performance over the three-year performance period(6) (50% weight). |

  87. PSU Performance Metrics

    In 2025, we removed the Strive 35 modifier that had been a feature of the 2024 PSUs, in order to simplify program design and maintain focus on long-term financial metrics that are critical to the success of the business. PSUs are based on average adjusted return on invested capital and cumulative adjusted EPS. These metrics are equally weighted. Adjusted ROIC is an important variable in driving shareholder value since it motivates an efficient and optimal deployment of capital investments over time. Adjusted EPS is one of the primary bases on which we set performance expectations for the year, it is consistent with how we report our operating results to the investment community, it is a widely used measure of overall Company performance, and over time, is highly correlated to stockholder return. The Committee establishes the goals for these metrics based on the relevant years of the Company’s long-term business plan, which is periodically reviewed by the Board. The long-term plan reflects the prevailing business environment, market conditions, strategic priorities and planned key actions, and incorporates management’s assumptions, as well as the risks and opportunities reasonably known at the time.

  88. PSU Performance Metrics

    | (5) Average adjusted ROIC for the performance period means the average of the annual percentage obtained by dividing the adjusted ROIC earnings for each fiscal year during the performance period by adjusted invested capital for the same fiscal year. Adjusted ROIC is a financial measure that has not been calculated in accordance with GAAP. Annex A to this proxy statement provides more detailed definitions of this term, a reconciliation to the most directly comparable GAAP financial measure, and related disclosures about the use of this non-GAAP financial measure. |

  89. PSU Performance Metrics

    | (6) Cumulative adjusted EPS for the performance period means the diluted earnings per share of the Company over the three-year performance period, as adjusted for specified items. Adjusted EPS is a financial measure that has not been calculated in accordance with GAAP. Annex A to this proxy statement provides more detailed definitions of this term, a reconciliation to the most directly comparable GAAP financial measure, and related disclosures about the use of this non-GAAP financial measure. |

  90. PSU Performance Metrics

    | | COMPENSATION DISCUSSION AND ANALYSIS — 2025 Executive Compensation Decisions |

  91. PSU Performance Metrics

    The goals and associated payouts for these metrics are shown below. If results for average adjusted ROIC and cumulative adjusted EPS fall between specific goals, the associated payout will be determined by linear interpolation.

  92. PSU Performance Metrics

    | Performance metric | Weighting | No payout | 50% payout | 100% payout | 150% payout | 200% payout | | Average Adjusted ROIC | 50% | Below 6.5% | 7.0% | 7.5% | 8.0% | 8.5% or above | | Cumulative Adjusted EPS | 50% | Below $12.55 | $13.10 | $13.65 | $14.25 | $14.90 or above |

  93. PSU Performance Metrics

    In establishing and measuring achievements against the goals shown above, the Committee retains discretion to make changes to reflect “material portfolio adjustments,” which are events that are unusual and infrequent, like significant acquisitions and divestitures.

  94. RSU Vesting

    RSU Vesting Except in cases that trigger accelerated vesting (described below), RSUs vest one-third each year over a three-year period beginning on the first anniversary of the grant date so long as the recipient is still employed by the Company on each vesting date. During the vesting period, participants are paid dividend equivalents on their unvested RSUs. Vested RSUs will be settled in shares of ADM common stock. RSUs and PSUs will continue to vest as scheduled if an executive leaves the Company because of disability or retirement (at age 55 or older with 10 or more years of service, or 65 years of age).

  95. Equity Awards Granted in 2023 with a Performance Period that Ended in 2025

    Equity Awards Granted in 2023 with a Performance Period that Ended in 2025 In 2023, ADM granted PSUs to our NEOs with a three-year performance period (2023-2025). The performance metrics for the 2023 PSU awards were:

  96. Equity Awards Granted in 2023 with a Performance Period that Ended in 2025

    | • | Average adjusted ROIC(7) over the three-year performance period (50% weight), |

  97. Equity Awards Granted in 2023 with a Performance Period that Ended in 2025

    | • | Cumulative adjusted EPS(8) performance over the three-year performance period (50% weight), and |

  98. Equity Awards Granted in 2023 with a Performance Period that Ended in 2025

    | • | A two-goal ESG modifier that reflects (1) progress toward gender diversity in leadership, and (2) absolute reduction in greenhouse gas emissions over the three-year performance period (+/-15%). |

  99. Equity Awards Granted in 2023 with a Performance Period that Ended in 2025

    | (7) Average adjusted ROIC for the performance period is a non-GAAP financial measure and means the average of the annual percentage obtained by dividing the adjusted ROIC earnings for each fiscal year during the performance period by adjusted invested capital for the same fiscal year. See Annex A to this proxy statement for reconciliations of adjusted ROIC for each of fiscal years 2023, 2024 and 2025 to the most directly comparable GAAP financial measure, as well as the calculation of the average adjusted ROIC for the performance period of 2023-2025. |

  100. Equity Awards Granted in 2023 with a Performance Period that Ended in 2025

    | (8) Cumulative adjusted EPS for the performance period is a non-GAAP financial measure and means the cumulative diluted earnings per share of the Company for fiscal years 2023, 2024 and 2025, as adjusted for specified items. See Annex A to this proxy statement for reconciliations of adjusted EPS for each of fiscal years 2023, 2024 and 2025 to the most directly comparable GAAP financial measure. |

  101. Equity Awards Granted in 2023 with a Performance Period that Ended in 2025

    | | COMPENSATION DISCUSSION AND ANALYSIS — 2025 Executive Compensation Decisions |

  102. Equity Awards Granted in 2023 with a Performance Period that Ended in 2025

    The weighting, goals, and associated payout factors for these metrics are shown below. For average adjusted ROIC and cumulative adjusted EPS, if results fall between specific goals, the associated payout would be determined by linear interpolation.

  103. Equity Awards Granted in 2023 with a Performance Period that Ended in 2025

    | Performance metric | Weighting | No payout | 50% payout | 100% payout | 150% payout | 200% payout | | Average Adjusted ROIC | 50% | Below 7.0% | 8.5% | 10.0% | 11.0% | 12.0% or above | | Cumulative Adjusted EPS | 50% | Below $12.00 | $15.00 | $18.00 | $20.00 | $22.00 or above | | ESG Modifier | +/-15% | +/- 7.5% modifier based on percent of women in leadership roles (“gender diversity percentage”) at 12/31/25 (with linear interpolation applied) -7.5% if gender diversity percentage is 23% or less 0% if gender diversity percentage is 26% +7.5% if gender diversity percentage is 29% or more +/- 7.5% modifier based on level of achievement as it relates to a goal of 2.0% absolute reduction in greenhouse gas emissions during 2025 against 2019 Adjustment factor will be made based on Committee discretion | | | | |

  104. Equity Awards Granted in 2023 with a Performance Period that Ended in 2025

    On February 4, 2026, the Committee determined the degree to which the performance metrics under the 2023 PSUs were attained, and the resulting payout level relative to the target amount for each metric. For the performance period of 2023-2025:

  105. Equity Awards Granted in 2023 with a Performance Period that Ended in 2025

    | • | Average adjusted ROIC was 8.9%, and therefore the resulting payout factor was 64.4%, |

  106. Equity Awards Granted in 2023 with a Performance Period that Ended in 2025

    | • | Cumulative adjusted EPS was $15.15, and therefore the resulting payout factor was 52.5%, and |

  107. Equity Awards Granted in 2023 with a Performance Period that Ended in 2025

    | • | Progress toward gender diversity in leadership was -1.3%, and progress toward reduction in greenhouse gas emissions over the three-year performance period was 7.5%, yielding a total multiple of 1.062. |

  108. Equity Awards Granted in 2023 with a Performance Period that Ended in 2025

    Based on the above results and applying the respective weightings, the performance metrics for the 2023 PSUs were achieved at 62.1% of target. Based on these determinations, the Committee approved the following number of PSUs earned for each NEO:

  109. Equity Awards Granted in 2023 with a Performance Period that Ended in 2025

    | Executive | Target Number of 2023 PSUs | Actual Number of 2023 PSUs Earned | | J. R. Luciano | 131,762 | 81,825 | | M. Patolawala* | — | — | | G. A. Morris | 23,822 | 14,794 | | C. M. Cuddy | 23,077 | 14,331 | | I. Pinner | 16,378 | 10,171 |

  110. Equity Awards Granted in 2023 with a Performance Period that Ended in 2025

    | * Mr. Patolawala was hired in 2024 and, therefore, did not receive a 2023 PSU award. |

  111. Equity Awards Granted in 2023 with a Performance Period that Ended in 2025

    All of the earned PSUs shown in the table above vested on February 9, 2026.

  112. Features of the 2026 Annual Cash Incentive Bonus

    Features of the 2026 Annual Cash Incentive Bonus

  113. Features of the 2026 Annual Cash Incentive Bonus

    | • | Retained the adjusted EBITDA metric at 50% weight. |

  114. Features of the 2026 Annual Cash Incentive Bonus

    | • | Retained the adjusted free cash flow metric, adjusting its weight from 20% to 25%. |

  115. Features of the 2026 Annual Cash Incentive Bonus

    | • | Removed the cash conversion cycle metric to streamline measures with a single, company-wide cash performance metric based on adjusted free cash flow. |

  116. Features of the 2026 Annual Cash Incentive Bonus

    | • | Implemented a range of performance around target payout for both adjusted EBITDA and adjusted free cash flow in order to mitigate the effects of market volatility that may be caused by factors outside of the Company’s control. |

  117. Features of the 2026 PSU Awards

    Features of the 2026 PSU Awards

  118. Features of the 2026 PSU Awards

    | • | Retained the metrics and respective weightings of the average ROIC metric at 50% and the cumulative adjusted EPS metric at 50%. |

  119. Features of the 2026 PSU Awards

    | | COMPENSATION DISCUSSION AND ANALYSIS — Peer Group |

  120. Peer Group

    Peer Group The Committee utilizes the S&P 100 Index as a peer group to evaluate whether executive officer pay levels are aligned with performance on a relative basis. We believe the large peer group is relevant for ADM because we compete for talent and investments across a wide range of industries. Moreover, our diverse business encompasses aspects of several industries; we do not have a direct competitor—in terms of size, focus or business mix—in the public markets. As a result, the Committee believes it is appropriate to consider a broad spectrum of compensation levels and investment returns to arrive at our NEO compensation.

  121. Peer Group

    | Abbott Laboratories | | AbbVie Inc. | | Accenture plc | | Alphabet Inc. | | Amazon.com, Inc. | | American Express Company | | Apple Inc. | | AT&T Inc. | | Bank of America Corporation | | Berkshire Hathaway Inc. | | Best Buy Co., Inc. | | Bristol-Myers Squibb Company | | Broadcom Inc. | | Bunge Global SA | | Cardinal Health, Inc. | | CBRE Group, Inc. | | Caterpillar Inc. | | Cencora, Inc. | | Centene Corporation | | Charter Communications, Inc. | | Chevron Corporation | | Chubb Limited | | Cisco Systems, Inc. | | Citigroup Inc. | | Comcast Corporation | | ConocoPhillips | | Costco Wholesale Corporation | | CVS Health Corporation | | Deere & Company | | Dell Technologies Inc. | | Delta Air Lines, Inc. | | Dollar General Corporation | | Dow Inc. |

  122. Peer Group

    | Elevance Health, Inc. | | Eli Lily and Company | | Exxon Mobil Corporation | | FedEx Corporation | | Ford Motor Company | | General Dynamics Corporation | | General Electric Company | | General Motors Company | | HCA Healthcare, Inc. | | Honeywell International Inc. | | HP Inc. | | Humana Inc. | | Intel Corporation | | International Business Machines Corporation | | Johnson & Johnson | | JPMorgan Chase & Co. | | Lockheed Martin Corporation | | Lowe’s Companies, Inc. | | Marathon Petroleum Corporation | | McKesson Corporation | | Merck & Co., Inc. | | Meta Platforms, Inc. | | MetLife, Inc. | | Microsoft Corporation | | Molina Healthcare, Inc. | | Morgan Stanley | | Netflix, Inc, | | NIKE, Inc. | | Northrop Grumman Corporation | | NVIDIA Corporation | | Oracle Corporation | | PepsiCo, Inc. | | Pfizer Inc. |

  123. Peer Group

    | Philip Morris International Inc. | | Phillips 66 | | Prudential Financial, Inc. | | QUALCOMM Incorporated | | RTX Corporation | | Salesforce, Inc. | | Sysco Corporation | | Target Corporation | | Tesla, Inc. | | The Allstate Corporation | | The Boeing Company | | The Cigna Group | | The Coca-Cola Company | | The Goldman Sachs Group, Inc. | | The Home Depot, Inc. | | The Kroger Co. | | The Procter & Gamble Company | | The Progressive Corporation | | The TJX Companies, Inc. | | The Travelers Companies, Inc. | | The Walt Disney Company | | Thermo Fisher Scientific Inc. | | T-Mobile US, Inc. | | Tyson Foods, Inc. | | Uber Technologies, Inc. | | United Airlines Holdings, Inc. | | United Parcel Service, Inc. | | UnitedHealth Group Incorporated | | Valero Energy Corporation | | Verizon Communications Inc. | | Visa Inc. | | Walmart Inc. | | Wells Fargo & Company |

  124. Peer Group

    | | COMPENSATION DISCUSSION AND ANALYSIS — Benefits |

  125. POLICIES AND PRACTICES RELATED TO THE GRANT OF CERTAIN EQUITY AWARDS

    POLICIES AND PRACTICES RELATED TO THE GRANT OF CERTAIN EQUITY AWARDS No stock options were granted in 2025. With respect to the grant of RSUs and PSUs, the Committee approves all annual equity awards to NEOs at a meeting during the first quarter of each fiscal year, and awards are granted promptly thereafter. In addition to annual awards, NEOs may receive awards when they join the Company or change their job status, including promotions. The Committee does not take material nonpublic information into account when determining the timing and terms of equity awards, and the Company does not time the disclosure of material nonpublic information for the purpose of affecting the value of executive compensation.

  126. CLAWBACK POLICY AND PROVISIONS

    CLAWBACK POLICY AND PROVISIONS We maintain a Compensation Recovery Policy (the “Clawback Policy”) in accordance with the listing standards of the New York Stock Exchange. The Clawback Policy applies to all incentive-based compensation, which is any compensation that is granted, earned, or vested based wholly or in part upon the attainment of a financial reporting measure, received by our covered current and former executive officers, including our NEOs, during the applicable lookback period beginning October 2, 2023. The Clawback Policy applies in the case of an accounting restatement due to the material noncompliance of the Company with any financial reporting requirement under the securities laws, including any required accounting restatement to correct an error in previously issued financial statements that is material to the previously issued financial statements, or that would result in a material misstatement if the error were corrected in the current period or left uncorrected in the current period. The Clawback Policy provides that promptly following such an accounting restatement, the Committee will determine the amount of the erroneously awarded compensation, which is the excess of the amount of incentive-based compensation received by current and former executive officers during the three completed fiscal years immediately preceding the required restatement date over the amount of incentive-based compensation that otherwise would have been received had it been determined based on the restated amounts. The Company will provide each such executive officer with a written notice of such amount and a demand for repayment or return. If such repayment or return is not made within a reasonable time, the Clawback Policy provides that the Company will recover the erroneously awarded compensation in a reasonable and prompt manner using any lawful method, subject to limited exceptions as permitted by New York Stock Exchange listing standards. We also include forfeiture and clawback provisions in the Company’s long-term incentive award agreements (which includes all equity awards, including time-based equity awards) that provide us with the ability to recover this compensation for a broad range of reasons. Specifically, the agreements provide for the recoupment or forfeiture of equity incentive awards made to NEOs and certain other members of senior management if the individual is terminated for cause (which includes engaging in a broad range of prohibited conduct), and, beginning with awards granted in 2024, if the individual engages in any such prohibited conduct, even if his or her employment is not terminated. In addition, our equity award agreements incorporate non-competition, non-solicitation and confidentiality restrictions. Any violation of these provisions could be cause for the awards to be forfeited or the Company to initiate a clawback proceeding post-vesting. Our approach to recoupment of long-term incentive compensation reflects the Company’s commitment to protecting stockholder value.

  127. EVALUATION OF RISK IN OUR COMPENSATION PROGRAMS

    | | COMPENSATION DISCUSSION AND ANALYSIS — Employment Agreements, Severance, and Change in Control Benefits |

  128. Employment Agreements, Severance, and Change in Control Benefits

    Employment Agreements, Severance, and Change in Control Benefits

  129. NO EMPLOYMENT CONTRACTS

    NO EMPLOYMENT CONTRACTS None of our NEOs has an employment contract or separation agreement. Consistent with our approach of rewarding performance, employment is not guaranteed, and either ADM or any NEO may terminate the employment relationship at any time. ADM maintains a severance program that serves as a guideline for severance benefits that may be provided to various levels of employees, including the NEOs, upon termination of their employment without cause, but the program does not give anyone a contractual right to receive any severance benefits. The Committee generally requires a terminated employee to enter into a non-competition and/or non-solicitation agreement in exchange for receiving severance. From time to time, the Company may enter into individual arrangements when an executive officer is hired that may provide for certain compensation or benefits for specified periods or specific separation provisions. For example, the Company’s offer letter with Mr. Patolawala dated July 3, 2024, provided for different treatment of certain RSUs upon certain terminations of employment, which RSUs have since fully vested. The Company may also enter into individual arrangements upon the departure of an executive officer.

  130. CHANGE IN CONTROL PROVISIONS

    CHANGE IN CONTROL PROVISIONS Upon a change in control of the Company, NEOs may receive certain protections related to their LTI awards (as described below), and other compensation detailed in the sections titled “Pension Benefits,” “Nonqualified Deferred Compensation,” and “Termination of Employment and Change in Control Arrangements.” NEOs are not eligible to receive any other cash severance, continued health and welfare benefits, tax gross ups, or other change in control benefits. Our incentive compensation plans provide non-employee directors and all employees, including executive officers, certain change in control protections for their LTI awards. If a change in control occurs with respect to the Company and equity awards are not assumed or replaced, the RSUs held by executive officers generally will vest immediately, and the number of PSUs that will vest immediately will be equal to the greater of the target number of PSUs and the number of PSUs earned based on actual performance during the truncated performance period. The same accelerated vesting provisions will apply if an award is assumed or replaced, but the executive officer’s employment is terminated without cause or with good reason within 24 months of the change in control (referred to as “double-trigger” vesting). We adopted double-trigger accelerated vesting to provide our executives with some assurance that they will not be disadvantaged with respect to their equity awards in the event of a change in control of the Company. This assurance increases the value of these awards to the executives (which in turn enhances retention) and makes it easier for our executives to focus on the potential benefits of a change in control for our stockholders without conflicting concerns about their own financial situations.

  131. Summary Compensation Table

    Summary Compensation Table The following table summarizes the compensation for the fiscal years noted of our named executive officers.

  132. Summary Compensation Table

    | Name and Principal Position | Year | Salary ($) | Bonus ($)(1) | Stock Awards ($)(2) | Non-Equity Incentive Plan Compensation ($)(3) | Change in Pension Value and Nonqualified Deferred Compensation Earnings ($)(4) | All Other Compensation ($)(5) | Total ($) | | J. R. LUCIANO Chair of the Board, President and Chief Executive Officer | 2025 | 1,492,500 | — | 17,700,055 | 2,826,795 | 114,406 | 1,753,222 | 23,886,978 | | | 2024 | 1,492,500 | — | 17,700,074 | 1,199,970 | 37,857 | 1,139,493 | 21,569,894 | | | 2023 | 1,482,918 | — | 17,919,686 | 3,609,611 | 117,551 | 1,284,902 | 24,414,668 | | M. PATOLAWALA(6) Executive Vice President and Chief Financial Officer | 2025 | 1,425,000 | — | 6,950,068 | 1,821,791 | 41,866 | 796,643 | 11,035,368 | | | 2024 | 593,750 | 1,400,000 | 16,950,064 | 524,222 | 14,835 | 474,172 | 19,957,043 | | G. A. MORRIS Senior Vice President and President, Ag Services and Oilseeds | 2025 | 735,504 | — | 3,300,033 | 586,194 | 220,416 | 360,651 | 5,202,798 | | | 2024 | 731,920 | — | 3,300,077 | 258,896 | — | 250,553 | 4,541,446 | | | 2023 | 714,000 | — | 3,239,765 | 863,405 | 214,426 | 241,841 | 5,273,437 | | C. M. CUDDY Senior Vice President and President, Carbohydrate Solutions and President, North America | 2025 | 770,838 | — | 3,275,030 | 757,600 | 173,002 | 347,107 | 5,323,577 | | | 2024 | 693,840 | — | 3,100,060 | 351,400 | — | 242,295 | 4,387,595 | | | 2023 | 660,834 | — | 3,138,499 | 801,733 | 171,259 | 237,598 | 5,009,923 | | I. PINNER(7) Senior Vice President and President, Nutrition, and Chief Sales and Marketing Officer | 2025 | 700,008 | — | 3,000,039 | 557,900 | 82,498 | 325,989 | 4,666,434 | | | 2024 | 701,803 | — | 3,000,081 | 352,800 | — | 197,714 | 4,252,398 |

  133. Summary Compensation Table

    | (1) The amount reported in this column for Mr. Patolawala in 2024 represents a one-time make-whole bonus, intended to replace the prorated 2024 annual cash incentive that he forfeited from his prior employer to join the Company, which amount was paid in early 2025. |

  134. Summary Compensation Table

    | | EXECUTIVE COMPENSATION — Summary Compensation Table |

  135. Summary Compensation Table

    | (2) Stock awards in 2025 consisted of RSU awards and PSU awards. The amounts reported in this column represent the aggregate grant date fair value of the RSU awards for fiscal years 2025, 2024, and 2023 and of the target level of the PSU awards for fiscal years 2025, 2024 and 2023. The grant date fair value of the 2025 RSUs and the grant date fair value of the 2025 PSUs if target performance and maximum performance is achieved are as follows: |

  136. Summary Compensation Table

    | | | PSUs | | | Name | RSUs | Target | Maximum | | J. R. Luciano | $7,080,022 | $10,620,033 | $21,240,066 | | M. Patolawala | $2,780,036 | $4,170,032 | $8,340,064 | | G. A. Morris | $1,320,013 | $1,980,020 | $3,960,040 | | C. M. Cuddy | $1,310,003 | $1,965,027 | $3,930,054 | | I. Pinner | $1,200,025 | $1,800,014 | $3,600,028 |

  137. Summary Compensation Table

    | (3) The amounts reported in this column represent amounts earned under our annual incentive plan during each of the respective fiscal periods shown. In each case, the amounts were paid after the close of the applicable fiscal period. |

  138. Summary Compensation Table

    | (4) The amounts reported in this column for 2025 represent the aggregate change in actuarial present value of each named executive officer’s accumulated benefit under all defined benefit and actuarial pension plans from December 31, 2024 to December 31, 2025, using the same assumptions used for financial reporting purposes except that retirement age is assumed to be the normal retirement age (65) specified in the plans. No NEO received above market or preferential earnings on deferred compensation. To derive the change in pension value for financial reporting purposes, the assumptions used to value pension liabilities on December 31, 2025 were an interest rate of 5.61% for the ADM Retirement Plan, an interest rate of 5.27% for the ADM Supplemental Retirement Plan, and mortality was determined using the PRI-2012 mortality table, with a white collar adjustment, projected generationally using Scale MP-2021. The assumptions used to value pension liabilities on December 31, 2024 were an interest rate of 5.69% for the ADM Retirement Plan, an interest rate of 5.51% for the ADM Supplemental Retirement Plan, and mortality was determined using the PRI-2012 mortality table, with a white collar adjustment, projected generationally using Scale MP-2021. |

  139. Summary Compensation Table

    | (5) The amounts reported in this column for 2025 include costs for use of company-leased aircraft and spousal travel, relocation expenses, value of company-provided life insurance, imputed value of company-provided life insurance, the value of health insurance company-paid premiums, costs for executive healthcare services, dividend equivalents paid on unvested RSUs, accrued dividends for unvested PSUs, company contributions under the 401(k) and ESOP, and charitable gifts pursuant to the Company’s matching charitable gift program. Personal financial planning services were available to our executive officers in 2025, but because such services are provided by the provider of other services to the Company, and such provider does not charge any additional amounts for the individual financial planning services to our executive officers, there is no incremental cost to the Company for such services. Specific perquisites and other items applicable to each NEO listed are identified below by an “X”. Where a perquisite was equal to or exceeded $10,000 for an individual, the dollar amount is given. |

  140. Summary Compensation Table

    | Name | Personal Aircraft Use and Spousal Travel ($) | Relocation Expenses | Imputed Value of Life Insurance | Health Insurance Company Paid Premiums & Company- Provided Life Insurance Premiums ($) | Executive Healthcare Services | Dividend Equivalents Paid on Unvested RSUs and Accrued on Unvested PSUs ($) | Matching Charitable Gifts | 401(k) Company Contributions ($) | | J. R. Luciano | 53,793 | — | X | 20,571 | X | 1,646,739 | — | 17,500 | | M. Patolawala | — | X | X | 25,446 | X | 739,475 | X | 17,500 | | G. A. Morris | — | — | X | 24,825 | X | 306,638 | X | 17,500 | | C. M. Cuddy | — | — | X | 18,112 | X | 297,603 | X | 17,500 | | I. Pinner | — | — | X | 28,971 | X | 265,626 | X | 17,500 |

  141. Summary Compensation Table

    | Aggregate incremental cost to our Company of perquisites and personal benefits is determined as follows. In the case of payment of expenses related to items such as executive healthcare services, incremental cost is determined by the amounts paid to third-party providers. In the case of personal use of company-leased aircraft, incremental cost is based solely on variable costs under the agreements with the lessor of the aircraft, and does not include fixed or other costs. |

  142. Summary Compensation Table

    | (6) Mr. Patolawala joined the Company as Executive Vice President and Chief Financial Officer on August 1, 2024. |

  143. Summary Compensation Table

    | (7) Mr. Pinner was not an NEO in 2023. |

  144. Summary Compensation Table

    | | EXECUTIVE COMPENSATION — Grants of Plan-Based Awards During Fiscal Year 2025 |

  145. Grants of Plan-based Awards During Fiscal Year 2025

    Grants of Plan-based Awards During Fiscal Year 2025 The following table summarizes the grants of plan-based awards made to our named executive officers during the fiscal year ended December 31, 2025.

  146. Grants of Plan-based Awards During Fiscal Year 2025

    | | | | Estimated Possible Payouts Under Non-Equity Incentive Plan Awards | | | Estimated Future Payouts Under Equity Incentive Plan Awards | | | All Other Stock Awards: Number of Shares of Stock or Units(#) | Grant Date Fair Value of Stock and Option Awards ($)(1) | | Name | Grant Date | Date of Committee Action | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | | | | J. R. LUCIANO | | | | | | | | | | | | Annual Cash Incentive Plan Award | | | 746,250 | 2,985,000 | 5,970,000 | | | | | | | Performance Share Unit Award | 2/13/25 | 2/7/25 | | | | — | 232,335 | 464,670 | | 10,620,033 | | Restricted Stock Unit Award | 2/13/25 | 2/7/25 | | | | | | | 154,890 | 7,080,022 | | M. PATOLAWALA | | | | | | | | | | | | Annual Cash Incentive Plan Award | | | 480,938 | 1,923,750 | 3,847,500 | | | | | | | Performance Share Unit Award | 2/13/25 | 2/5/25 | | | | — | 91,228 | 182,456 | | 4,170,032 | | Restricted Stock Unit Award | 2/13/25 | 2/5/25 | | | | | | | 60,819 | 2,780,036 | | G. A. MORRIS | | | | | | | | | | | | Annual Cash Incentive Plan Award | | | 183,875 | 735,500 | 1,471,000 | | | | | | | Performance Share Unit Award | 2/13/25 | 2/5/25 | | | | — | 43,317 | 86,634 | | 1,980,020 | | Restricted Stock Unit Award | 2/13/25 | 2/5/25 | | | | | | | 28,878 | 1,320,013 | | C. M. CUDDY | | | | | | | | | | | | Annual Cash Incentive Plan Award | | | 200,000 | 800,000 | 1,600,000 | | | | | | | Performance Share Unit Award | 2/13/25 | 2/5/25 | | | | — | 42,989 | 85,978 | | 1,965,027 | | Restricted Stock Unit Award | 2/13/25 | 2/5/25 | | | | | | | 28,659 | 1,310,003 | | I. PINNER | | | | | | | | | | | | Annual Cash Incentive Plan Award | | | 175,000 | 700,000 | 1,400,000 | | | | | | | Performance Share Unit Award | 2/13/25 | 2/5/25 | | | | — | 39,379 | 78,758 | | 1,800,014 | | Restricted Stock Unit Award | 2/13/25 | 2/5/25 | | | | | | | 26,253 | 1,200,025 |

  147. Grants of Plan-based Awards During Fiscal Year 2025

    | (1) The grant date fair value is generally the amount the Company would expense in its financial statements over the award’s service period under FASB ASC Topic 718. With respect to the PSUs, the value represents the probable outcome of the performance condition using target payout levels. See footnote (2) to the Summary Compensation Table for additional detail. |

  148. Grants of Plan-based Awards During Fiscal Year 2025

    | | EXECUTIVE COMPENSATION — Grants of Plan-Based Awards During Fiscal Year 2025 |

  149. Grants of Plan-based Awards During Fiscal Year 2025

    All of the equity awards in the table above were granted under our 2020 Incentive Compensation Plan. The awards shown in the columns designated “Estimated Possible Payouts Under Non-Equity Incentive Plan Awards” were made pursuant to our annual cash incentive plan. The amounts actually paid with respect to these awards are reflected in the Summary Compensation Table in the “Non-Equity Incentive Plan Compensation” column. See “Compensation Discussion and Analysis—2025 Executive Compensation Decisions—2025 Annual Cash Incentives” for more information about our annual cash incentive plan. The PSU awards shown in the columns designated “Estimated Future Payouts Under Equity Incentive Plan Awards” in the table above vest in three years if the Company achieves certain performance goals over a three-year performance period (2025-2027). The 2025 PSU metrics are: (i) the degree to which the Company achieves specified average adjusted ROIC goals over the 2025-2027 performance period (50% weighting), and (ii) the degree to which the Company achieves specified cumulative adjusted EPS goals over the 2025-2027 performance period (50% weighting). During the performance period, dividend equivalents will be accrued and settled in cash at the end of the three-year performance period on the basis of the number of PSUs actually earned. Dividend equivalents on PSUs are paid at the same rate as dividends to our stockholders generally. All of the awards shown in the “All Other Stock Awards” column in the table above are RSU awards and vest in thirds on each of the first three anniversaries of the date of grant. Under the terms of the RSU award agreements, the recipient of the award may receive cash dividend equivalents on RSUs prior to their vesting date, but may not transfer or pledge the units in any manner prior to vesting. Dividend equivalents on RSUs are paid at the same rate as dividends to our stockholders generally. The 2025 RSU and PSU awards are subject to double-trigger accelerated vesting and payout upon a change in control only if the award recipient’s employment is terminated without cause or if the award recipient resigns for good reason, in each case, within 24 months after the change in control, or if the surviving entity in the change in control transaction refuses to continue, assume, or replace the awards. In such instance the 2025 RSU awards will vest in full immediately, and the number of 2025 PSU awards that vest will be equal to the greater of the target number of PSUs and the number of PSUs earned based on actual performance during the truncated performance period. Upon the death of an award recipient, vesting of the RSU awards will accelerate in full, and the PSU awards will vest at target. If an award recipient’s employment ends as a result of disability or retirement, the RSU and PSU awards will continue to vest in accordance with the original vesting schedule. If an award recipient’s employment ends for any other reason, unvested RSU and PSU awards will be forfeited. With respect to the 2025 RSU and PSU awards, if the Company determines that an award recipient has engaged in any act that constitutes cause, even if his or her employment is not terminated, or if the recipient breaches a non-competition, non-solicitation or confidentiality restriction, the recipient’s unvested units will be forfeited, and any shares issued in settlement of units that have already vested must be returned to us or the recipient must pay us the amount of the shares’ fair market value as of the date they were issued. The impact of a termination of employment or change in control of our Company on RSU and PSU awards held by our named executive officers is quantified in the “Termination of Employment and Change in Control Arrangements” section below.

  150. Grants of Plan-based Awards During Fiscal Year 2025

    | | EXECUTIVE COMPENSATION — Outstanding Equity Awards at Fiscal Year 2025 Year-End |

  151. Outstanding Equity Awards at Fiscal Year 2025 Year-End

    Outstanding Equity Awards at Fiscal Year 2025 Year-End The following table summarizes information regarding unexercised stock options, unvested RSUs, and unearned PSUs for the named executive officers as of December 31, 2025.

  152. Outstanding Equity Awards at Fiscal Year 2025 Year-End

    | | | OPTION AWARDS | | | | STOCK AWARDS | | | | | Name | Grant Date | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable(1) | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#)(2) | Market Value of Shares or Units of Stock that Have Not Vested ($)(3) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)(4) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)(3) | | J. R. LUCIANO | 2/11/16 | 581,099 | — | 33.18 | 2/11/26 | | | | | | | | | | | | 260,093 | 14,952,747 | 405,554 | 23,315,299 | | M. PATOLAWALA | — | — | — | — | — | 173,828 | 9,993,372 | 160,177 | 9,208,576 | | G.A. MORRIS | — | — | — | — | — | 48,539 | 2,790,507 | 76,094 | 4,374,644 | | C. M. CUDDY | — | — | — | — | — | 47,283 | 2,718,300 | 73,779 | 4,241,555 | | I. PINNER | — | — | — | — | — | 42,966 | 2,470,115 | 69,176 | 3,976,928 |

  153. Outstanding Equity Awards at Fiscal Year 2025 Year-End

    | (1) Stock option awards vest at a rate of 20% of the subject shares per year on each of the first five anniversaries of the grant date. |

  154. Outstanding Equity Awards at Fiscal Year 2025 Year-End

    | (2) The RSUs reported in this column vest on the dates and in the amounts set forth below. |

  155. Outstanding Equity Awards at Fiscal Year 2025 Year-End

    | Name | 2/1/26 | 2/9/26 | 2/13/26 | 3/18/26 | 3/20/26 | 8/1/26 | 2/13/27 | 3/18/27 | 3/20/27 | 8/1/27 | 2/13/28 | | J. R. Luciano | — | 28,987 | 52,663 | — | 38,108 | — | 51,114 | — | 38,108 | — | 51,113 | | M. Patolawala | 82,672 | — | 20,679 | — | — | 15,169 | 20,070 | — | — | 15,168 | 20,070 | | G. A. Morris | — | 5,240 | 9,819 | 7,211 | — | — | 9,530 | 7,210 | — | — | 9,529 | | C. M. Cuddy | — | 5,077 | 9,745 | 6,774 | — | — | 9,457 | 6,773 | — | — | 9,457 | | I. Pinner | — | 3,603 | 8,927 | 6,555 | — | — | 8,663 | 6,555 | — | — | 8,663 |

  156. Outstanding Equity Awards at Fiscal Year 2025 Year-End

    | | EXECUTIVE COMPENSATION — Option Exercises and Stock Vested During Fiscal Year 2025 |

  157. Outstanding Equity Awards at Fiscal Year 2025 Year-End

    | (3) Based on the closing market price of a share of our common stock on the New York Stock Exchange on December 31, 2025, the last trading day of 2025, which was $57.49. |

  158. Outstanding Equity Awards at Fiscal Year 2025 Year-End

    | (4) The awards reported in this column represent 2024 PSU and 2025 PSU awards that each will vest following the end of the three-year performance period. The number of PSUs that the executive officer will receive is dependent upon the achievement of certain financial metrics approved by the Compensation and Succession Committee measuring Adjusted ROIC, Adjusted EPS and a two-goal modifier in the case of the 2024 PSU awards. The amount of PSUs shown is the target number of units that could be earned and paid out in shares. |

  159. Outstanding Equity Awards at Fiscal Year 2025 Year-End

    | This table does not include the 2023 PSU awards that were earned for the 2023-2025 performance period, because those earned PSUs were not subject to an additional service-based vesting period and instead vested upon the Compensation and Succession Committee’s determination of the number of PSUs earned. The earned 2023 PSUs are reported in the “Option Exercises and Stock Vested During Fiscal Year 2025” table. The PSUs reported in this column have the following performance periods in the following amounts. |

  160. Outstanding Equity Awards at Fiscal Year 2025 Year-End

    | | Performance Share Units | | | Name | Performance Period 1/1/24 to 12/31/26 | Performance Period 1/1/25 to 12/31/27 | | J. R. Luciano | 173,219 | 232,335 | | M. Patolawala | 68,949 | 91,228 | | G. A. Morris | 32,777 | 43,317 | | C. M. Cuddy | 30,790 | 42,989 | | I. Pinner | 29,797 | 39,379 |

  161. Option Exercises and Stock Vested During Fiscal Year 2025

    Option Exercises and Stock Vested During Fiscal Year 2025 The following table summarizes information regarding RSU and PSU awards to the named executive officers that vested during the fiscal year ended December 31, 2025. None of the named executive officers exercised any stock options during the fiscal year ended December 31, 2025.

  162. Option Exercises and Stock Vested During Fiscal Year 2025

    | | STOCK AWARDS | | | Name | Number of Shares Acquired On Vesting (#)(1) | Value Realized on Vesting ($)(2) | | J. R. LUCIANO | 241,832 | 12,795,310 | | M. PATOLAWALA | 98,301 | 5,204,007 | | G. A. MORRIS | 44,148 | 2,341,094 | | C. M. CUDDY | 43,071 | 2,281,283 | | I. PINNER | 30,150 | 1,603,945 |

  163. Option Exercises and Stock Vested During Fiscal Year 2025

    | (1) Reflects vesting during 2025 of the 2022 RSUs, one-third of the 2023 RSUs, one-third of the 2024 RSUs, and the number of 2023 PSUs that were earned for the 2023-2025 performance period and vested upon the Compensation and Succession Committee’s determination of the number of PSUs earned. |

  164. Option Exercises and Stock Vested During Fiscal Year 2025

    | (2) Represents the market value of the shares issued in settlement of the vested 2022 RSUs, 2023 RSUs, 2024 RSUs and 2023 PSUs on the date the awards vested, calculated using the closing sale price reported on the NYSE on the trading date immediately prior to the vesting date, before shares were withheld for taxes. |

  165. Option Exercises and Stock Vested During Fiscal Year 2025

    | | EXECUTIVE COMPENSATION — Pension Benefits |

  166. Pension Benefits

    Pension Benefits The following table summarizes information regarding the participation of each of the named executive officers in our defined benefit retirement plans as of the pension plan measurement date for the fiscal year ended December 31, 2025. There were no payments to any of the named executive officers under such plans during the fiscal year ended December 31, 2025.

  167. Pension Benefits

    | Name | Plan Name | Number of Years Credited Service (#)(1) | Present Value of Accumulated Benefit ($)(2) | | J. R. LUCIANO | ADM Retirement Plan | 14 | 177,767 | | | ADM Supplemental Retirement Plan | 14 | 622,436 | | M. PATOLAWALA | ADM Retirement Plan | 1 | 18,404 | | | ADM Supplemental Retirement Plan | 1 | 38,297 | | G. A. MORRIS | ADM Retirement Plan | 30 | 806,342 | | | ADM Supplemental Retirement Plan | 30 | 1,372,795 | | C. M. CUDDY | ADM Retirement Plan | 27 | 639,162 | | | ADM Supplemental Retirement Plan | 27 | 983,073 | | I. PINNER | ADM Retirement Plan | 26 | 253,117 | | | ADM Supplemental Retirement Plan | 26 | 397,091 |

  168. Pension Benefits

    | (1) The number of years of credited service was calculated as of the pension plan measurement date used for financial statement reporting purposes, which was December 31, 2025. For each of the named executive officers, the number of years of credited service is equal to the number of actual years of service with our Company. |

  169. Pension Benefits

    | (2) The assumptions used to value pension liabilities as of December 31, 2025 were an interest rate of 5.61% for the ADM Retirement Plan and 5.27% for the ADM Supplemental Retirement Plan and mortality was determined under the PRI-2012 mortality table, with a white collar adjustment, projected generationally using scale MP-2021. Messrs. Morris, Cuddy, and Pinner had previously participated in the final average pay formula under the ADM Retirement Plan and the ADM Supplemental Retirement Plan, while Messrs. Luciano and Patolawala had always participated in the cash balance formula under those plans. Effective 1/1/2022, all participants now earn benefits under the cash balance formula in those plans. The amounts reported for each of the named executive officers are the present value of their respective projected normal retirement benefit under the Retirement and Supplemental Plans at December 31, 2025. The amounts reported are calculated by projecting the balance in the accounts forward to age 65 by applying a 4.64% interest rate, converting to a single-life annuity as of age 65, and then discounting back to December 31, 2025 using the assumptions specified above. The total account balance for Mr. Luciano at December 31, 2025 under the Retirement and Supplemental Plans was $800,203. This is the amount that would have been distributable if such individual had terminated employment on that date. |

  170. Nonqualified Deferred Compensation

    Nonqualified Deferred Compensation The following table summarizes information with respect to the participation of the named executive officers in the ADM Deferred Compensation Plan for Selected Management Employees II, which is a non-qualified deferred compensation plan, for the fiscal year ended December 31, 2025.

  171. Nonqualified Deferred Compensation

    | Name | Executive Contributions in Last Fiscal Year ($) | Aggregate Earnings in Last Fiscal Year ($) | Aggregate Withdrawals/ Distributions in Last Fiscal Year ($) | Aggregate Balance at 12/31/25 ($) | | J. R. LUCIANO | — | — | — | — | | M. PATOLAWALA | — | — | — | — | | G. A. MORRIS | — | — | — | — | | C. M. CUDDY | — | — | — | — | | I. PINNER | — | 680,971 | — | 6,105,902(1) |

  172. Nonqualified Deferred Compensation

    | (1) The aggregate balance at December 31, 2025 includes a deduction of $1,302 that was made in 2025 to correct a prior year error. |

  173. Nonqualified Deferred Compensation

    We sponsor two nonqualified deferred compensation plans—the ADM Deferred Compensation Plan for Selected Management Employees I and II (referred to as “Deferred Comp Plan I” and “Deferred Comp Plan II”, respectively). Deferred Comp Plan I was frozen as to new participants and new deferrals effective January 1, 2005, and is maintained as a separate “grandfathered” plan under Section 409A of the Internal Revenue Code. Deferred Comp Plan II is structured to comply with Section 409A. Deferred Comp Plan II covers salaried employees of our Company and its affiliates whose annualized base salary is $175,000 or more. Participation by those employees who otherwise qualify for coverage is at the discretion of the Board, the Compensation and Succession Committee or, in the case of employees other than executive officers, the Chief Executive Officer. A participant in Deferred Comp Plan II can defer up to 75% of his or her base salary and up to 100% of his or her bonus. Earnings credits are added based upon hypothetical investment elections made by participants. A participant can elect each year when to be paid the base salary or bonus amounts deferred for that year, by electing to be paid upon a specified future date prior to separation from service or following retirement, in the form of a lump sum or in installments over a period of two to twenty years. If a participant separates from service prior to the elected payment date (or prior to qualifying for retirement), the payment will be made in a lump sum after separation from service, subject to the six month “specified employee” payment delay required by Section 409A. Withdrawals are allowed upon a showing of “hardship” by the participant in accordance with Section 409A. Small account balances of $10,000 or less are paid in a lump sum only. Deferred Comp Plan II provides for “make-whole” company credits to the extent that a participant’s election to defer under the Deferred Comp Plan II causes a loss of company contributions under the 401(k) and ESOP. No “make-whole” company credits were made on behalf of the named executive officers for fiscal year 2023. A participant with an account balance remaining under Deferred Comp Plan I continues to receive earnings credits on such account based upon hypothetical investment elections made by the participant. A participant can establish up to two “scheduled distribution accounts” that are payable upon dates specified by the participant in either a lump sum or installments over a period of two to four years. A participant also

  174. Nonqualified Deferred Compensation

    | | EXECUTIVE COMPENSATION — Nonqualified Deferred Compensation |

  175. Nonqualified Deferred Compensation

    can take unscheduled withdrawals of up to 25% of the balance of his or her accounts, subject to a withdrawal penalty of 10% of the withdrawn amount. Only one such unscheduled withdrawal is allowed in any year. Withdrawals also are allowed upon a showing of “hardship” by the participant. A participant’s account under Deferred Comp Plan I is paid following termination of employment. Payment following termination of employment is in a lump sum, except that a participant can elect to have installments paid over a period of two to 20 years if termination of employment occurs after retirement eligibility or due to disability. Deferred Comp Plan I balances are fully vested. A participant becomes vested in his or her company credits to Deferred Comp Plan II after two years of service. Unpaid amounts at death are paid to designated beneficiaries. The hypothetical investment options available under Deferred Comp Plans I and II are determined by the Company and correspond with the investment options (other than our Company’s common stock) that are made available to participants in the qualified 401(k) and ESOP. These investment options are listed below, and the plan earnings credited to each participant’s account in these plans correspond to the earnings performance of the investment selected. Participants in the Deferred Comp Plans I and II may reallocate the amount of new deferrals and existing account balances among these investment options at any time. We do not set assets aside for the benefit of plan participants, but the Deferred Comp Plans I and II provide for full funding of all benefits upon a change in control or potential change in control, as defined in the plans. In fiscal year 2025, the investment options available under Deferred Comp Plans I and II and their respective notional rates of return were as follows:

  176. Nonqualified Deferred Compensation

    | Deemed Investment Option | Fiscal Year 2025 Cumulative Return (1/1/25 to 12/31/25) | | State Street U.S. Bond Index Securities Lending Series Fund Class X | 7.21% | | State Street S&P 500® Index Securities Lending Series Fund Class X | 17.86% | | T. Rowe Price Large-Cap Growth Trust E | 17.71% | | Dodge & Cox Stock Fund Class X | 13.73% | | State Street U.S. Extended Market Index Securities Lending Series Fund Class X | 11.36% | | MFS International Equity Fund Class 7E | 23.37% | | State Street Global All Cap Equity Ex-U.S. Index Securities Lending Series Fund Class X | 32.69% | | ADM 401(K) Plans Stable Value Fund | 2.68% | | State Street Target Retirement 2025 Securities Lending Series Fund Class XI | 13.67% | | State Street Target Retirement 2030 Securities Lending Series Fund Class XI | 16.23% | | State Street Target Retirement 2035 Securities Lending Series Fund Class XI | 18.19% | | State Street Target Retirement 2040 Securities Lending Series Fund Class XI | 19.39% | | State Street Target Retirement 2045 Securities Lending Series Fund Class XI | 20.28% | | State Street Target Retirement 2050 Securities Lending Series Fund Class XI | 21.04% | | State Street Target Retirement 2055 Securities Lending Series Fund Class XI | 21.43% | | State Street Target Retirement 2060 Securities Lending Series Fund Class XI | 21.43% | | State Street Target Retirement 2065 Securities Lending Series Fund Class XI | 21.37% | | State Street Target Retirement 2070 Securities Lending Series Fund Class XI | 21.36% | | State Street Target Retirement Securities Lending Series Fund Class XI | 11.72% |

  177. Nonqualified Deferred Compensation

    | | EXECUTIVE COMPENSATION — Termination of Employment and Change in Control Arrangements |

  178. Termination of Employment and Change in Control Arrangements

    | | EXECUTIVE COMPENSATION — CEO Pay Ratio |

  179. CEO Pay Ratio

    CEO Pay Ratio For our fiscal year 2025 pay ratio analysis, we identified a new median employee because we last identified a median employee for pay ratio analysis purposes over three years ago. Therefore, we completed a review of our global employee population as detailed below to determine a new median employee. Our median employee’s annual total compensation for fiscal year 2025 was $85,460. The annual total compensation of our Board Chair and CEO for fiscal year 2025 was $23,886,978. The ratio between the Board Chair and CEO’s annual total compensation to the annual total compensation of our median employee is 280:1. We determined our median employee for fiscal year 2025 by using a consistently applied compensation measure of total cash compensation paid to our global employee population (including full-time, part-time, temporary, and seasonal employees) other than our Board Chair and CEO, as of December 31, 2025, with 43% of these individuals located in the United States. We define “total cash compensation” as base salary for salaried colleagues, base hourly compensation and overtime for hourly permanent employees, actual compensation for seasonal or temporary colleagues, sales commission (if applicable), and any annual cash incentive compensation for the year ended on December 31, 2025. For purposes of the pay ratio, their compensation is converted to U.S. dollars using the exchange rate as of December 31, 2025 to determine the median employee. With respect to our median employee, we identified and calculated the elements of the employee’s annual total compensation for 2025 in accordance with the requirements of Item 402(c)(2)(x) of Regulation S-K and also included $18,328 as the estimated value of the median employee’s 2025 employer-paid health care and basic life insurance premiums. With respect to the annual total compensation of our Board Chair and CEO, we used the amount reported in the Summary Compensation Table and also included $20,571 as the estimated value of our Board Chair and CEO’s 2025 employer-paid health care and basic life insurance premiums.

  180. SUPPLEMENTAL PAY RATIO

    SUPPLEMENTAL PAY RATIO Our global footprint drives the median pay level at ADM. Approximately 57% of our workforce is employed outside the United States. We aim to provide competitive pay and benefits for each employee’s role in every business segment and geography. To be consistent with our compensation philosophy, all global colleagues are paid based upon their local market as reviewed on an annual basis to ensure they are paid competitively. We believe this information is useful to put the SEC-required pay ratio provided above into context. In addition, as in prior years, we are also providing a supplemental pay ratio that includes our domestic employees only. We identified the median employee for purposes of the 2025 supplemental pay ratio analysis using the same methodology as the 2025 required pay ratio analysis. Applying this methodology to our employees located in the United States only (other than our Board Chair and CEO), we determined that our median employee in fiscal year 2025 had annual total compensation in the amount of $108,469. As a result, the fiscal year 2025 ratio of the total annual compensation of our Board Chair and CEO to the total annual compensation of our median employee in the United States, each as calculated above to include 2025 employer-paid health care and basic life insurance premiums, is 220:1. This supplemental pay ratio is not a substitute for the required CEO pay ratio, but we believe it is helpful in fully evaluating the ratio of our Board Chair and CEO’s annual total compensation to that of our median employee.

  181. SUPPLEMENTAL PAY RATIO

    | | PAY VERSUS PERFORMANCE — Pay Versus Performance Table |

  182. Pay Versus Performance

    Pay Versus Performance

  183. PAY VERSUS PERFORMANCE TABLE

    PAY VERSUS PERFORMANCE TABLE The following table sets forth compensation information of our CEO (the “PEO”) and other NEOs (the “Non-PEO NEOs”), on an average basis, along with total shareholder return, net income, and ROIC performance results for our fiscal years 2025, 2024, 2023, 2022, and 2021. For additional information regarding the Company’s pay-for-performance philosophy and compensation objectives, including emphasizing multiple performance factors tied to stockholder value creation over short- and long-term time horizons, refer to the Compensation Discussion and Analysis (“CD&A”).

  184. PAY VERSUS PERFORMANCE TABLE

    | Fiscal Year | Summary Compensation Table (SCT) Total For PEO (1 ) ($) | Compensation Actually Paid (CAP) to PEO (2) ($) | Average Summary Compensation Table Total for Non-PEO NEOs (1) ($) | Average Compensation Actually Paid to Non-PEO NEOs (2) ($) | Value of Initial Fixed $100 Investment Based On: | | Net Income ($) | Company Selected Measure: Adjusted ROIC (4) | | | | | | | Total Shareholder Return (TSR) (3) ($) | Peer Group TSR (3) ($) | | | | 2025 | 23,886,978 | 10,686,678 | 6,557,045 | 4,485,883 | 131.07 | 214.08 | 1,078,000,000 | 6.3% | | 2024 | 21,569,894 | (13,224,711) | 6,292,328 | 2,346,088 | 110.83 | 178.19 | 1,800,000,000 | 8.3% | | 2023 | 24,414,668 | (271,382) | 5,497,139 | 2,081,427 | 152.93 | 136.08 | 3,483,000,000 | 12.2% | | 2022 | 24,749,178 | 65,662,660 | 5,891,112 | 14,567,967 | 192.14 | 102.37 | 4,340,000,000 | 13.6% | | 2021 | 23,508,841 | 60,063,855 | 6,078,204 | 15,161,710 | 137.31 | 129.36 | 2,709,000,000 | 10.0% |

  185. PAY VERSUS PERFORMANCE TABLE

    | (1) For each of 2025, 2024, 2023, 2022, and 2021 our PEO was Juan Luciano. For 2021, the Non-PEO NEOs were Ray Young, Vincent Macciocchi, Gregory Morris, and Joseph Taets. For 2022, the Non-PEO NEOs included the same NEOs as in 2021, as well as Vikram Luthar and Christopher Cuddy. For 2023, the Non-PEO NEOs were Vikram Luthar, Regina Jones, Gregory Morris, Christopher Cuddy and Vincent Macciocchi. For 2024, the Non-PEO NEOs were Monish Patolawala, Ismael Roig, Greg Morris, Christopher Cuddy, Ian Pinner and Vikram Luthar. For 2025, the Non-PEO NEOs were Monish Patolawala, Greg Morris, Christopher Cuddy, and Ian Pinner. |

  186. PAY VERSUS PERFORMANCE TABLE

    | (2) The dollar amounts reported represent the Compensation Actually Paid (“CAP”) to Mr. Luciano and the Non-PEO NEOs in accordance with, and using the adjustments set forth in, Item 402(v) of Regulation S-K. The following adjustments related to pension plans and equity awards were made to their total compensation each year as reported in the SCT to determine the CAP: |

  187. PAY VERSUS PERFORMANCE TABLE

    | Reconciliation of PEO Summary Compensation Table Total to Compensation Actually Paid |

  188. PAY VERSUS PERFORMANCE TABLE

    | Fiscal Year | Reported SCT Total ($) | Reported Value of Equity Awards ($) | Equity Award Adjustments ($) | Dividends Paid or Accrued on Unvested Shares and Stock Options ($) | Reported Change in the Actuarial Present Value of Pension Benefits ($) | Pension Benefit Adjustments ($) | Compensation Actually Paid ($) | | 2025 | 23,886,978 | (17,700,055) | 2,918,444 | 1,646,739 | (114,406) | 48,978 | 10,686,678 | | 2024 | 21,569,894 | (17,700,074) | (18,189,770) | 1,084,138 | (37,857) | 48,958 | (13,224,711) | | 2023 | 24,414,668 | (17,919,686) | (7,597,412) | 902,498 | (117,551) | 46,100 | (271,382) | | 2022 | 24,749,178 | (17,727,259) | 57,902,844 | 689,008 | — | 48,889 | 65,662,660 | | 2021 | 23,508,841 | (15,939,571) | 51,787,958 | 718,567 | (59,843) | 47,903 | 60,063,855 |

  189. PAY VERSUS PERFORMANCE TABLE

    | | PAY VERSUS PERFORMANCE — Pay Versus Performance Table |

  190. PAY VERSUS PERFORMANCE TABLE

    | Reconciliation of Non-PEO NEOs Summary Compensation Table Total to Compensation Actually Paid |

  191. PAY VERSUS PERFORMANCE TABLE

    | Fiscal Year | Reported SCT Total ($) | Reported Value of Equity Awards ($) | Equity Award Adjustments ($) | Dividends Paid or Accrued on Unvested Shares and Stock Options ($) | Reported Change in the Actuarial Present Value of Pension Benefits ($) | Pension Benefit Adjustments ($) | Compensation Actually Paid ($) | | 2025 | 6,557,045 | (4,131,293) | 1,764,290 | 402,335 | (129,446) | 22,952 | 4,485,883 | | 2024 | 6,292,328 | (4,758,392) | 625,835 | 170,347 | (2,473) | 18,443 | 2,346,088 | | 2023 | 5,497,139 | (3,746,208) | 288,332 | 132,976 | (107,675) | 16,864 | 2,081,427 | | 2022 | 5,891,112 | (3,657,711) | 12,165,647 | 143,963 | — | 24,956 | 14,567,967 | | 2021 | 6,078,204 | (3,533,337) | 12,401,366 | 184,138 | (14,810) | 46,149 | 15,161,710 |

  192. PAY VERSUS PERFORMANCE TABLE

    | (3) Our peer group for the calculation of TSR is the S&P 100, which is the industry index used to show our performance in our CD&A. TSR, in the case of both the Company and our peer group, reflects the cumulative return on $100 as if invested on December 31, 2020, including reinvestment of any dividends, and is rounded to the nearest tenth. |

  193. PAY VERSUS PERFORMANCE TABLE

    | (4) Our Company selected measure, which we believe represents the most important financial performance measure (that is not otherwise required to be disclosed in the table) used by the Company to link CAP to the NEOs for 2025 to company performance, is Adjusted ROIC. Adjusted ROIC is one of the metrics under the 2025 PSUs. PSUs make up for over 40% of our NEOs annual target total compensation for 2025. Adjusted ROIC (return on invested capital, adjusted to exclude the impact of certain items) is a non-GAAP financial measure. Annex A to this proxy statement provides a more detailed definition of this term, a reconciliation to the most directly comparable GAAP financial measure, and related disclosures about the use of this non-GAAP financial measure. |

  194. PAY VERSUS PERFORMANCE TABLE

    | In order to calculate CAP, the following amounts were excluded from or added to the SCT total compensation: |

  195. PAY VERSUS PERFORMANCE TABLE

    | Reconciliation of the Pension and Equity Award Adjustments for the PEO’s Compensation Actually Paid |

  196. PAY VERSUS PERFORMANCE TABLE

    | Fiscal Year | Reported SCT Total ($) | Pension & Equity amounts reported in SCT ($) | Pension value attributable to covered years’ service and any change in pension value attributable to plan amendments made in covered year ($) | Dividends paid or accrued on unvested shares and stock options ($) | Change in fair value related to equity awards a,b ($) | CAP ($) | | 2025 | 23,886,978 | (17,814,461) | 48,978 | 1,646,739 | 2,918,444 | 10,686,678 | | 2024 | 21,569,894 | (17,737,931) | 48,958 | 1,084,138 | (18,189,770) | (13,224,711) | | 2023 | 24,414,668 | (18,037,237) | 46,100 | 902,498 | (7,597,412) | (271,382) | | 2022 | 24,749,178 | (17,727,259) | 48,889 | 689,008 | 57,902,844 | 65,662,660 | | 2021 | 23,508,841 | (15,999,414) | 47,903 | 718,567 | 51,787,958 | 60,063,855 |

  197. PAY VERSUS PERFORMANCE TABLE

    | | PAY VERSUS PERFORMANCE — Pay Versus Performance Table |

  198. PAY VERSUS PERFORMANCE TABLE

    | Reconciliation of the Pension and Equity Award Adjustments for the Average of Non-PEO NEOs’ Compensation Actually Paid |

  199. PAY VERSUS PERFORMANCE TABLE

    | Fiscal Year | Reported SCT Total ($) | Pension & Equity amounts reported in SCT ($) | Pension value attributable to covered years’ service and any change in pension value attributable to plan amendments made in covered year ($) | Dividends paid or accrued on unvested shares and stock options ($) | Change in fair value related to equity awards a,b ($) | CAP ($) | | 2025 | 6,557,045 | (4,260,738) | 22,952 | 402,335 | 1,764,290 | 4,485,883 | | 2024 | 6,292,328 | (4,760,865) | 18,443 | 170,347 | 625,835 | 2,346,088 | | 2023 | 5,497,139 | (3,853,883) | 16,864 | 132,976 | 288,332 | 2,081,427 | | 2022 | 5,891,112 | (3,657,711) | 24,956 | 143,963 | 12,165,647 | 14,567,967 | | 2021 | 6,078,204 | (3,548,148) | 46,149 | 184,138 | 12,401,366 | 15,161,710 |

  200. PAY VERSUS PERFORMANCE TABLE

    | (a) With respect to performance-based equity awards, change in fair value is based on the probable outcome of the related performance metrics. |

  201. PAY VERSUS PERFORMANCE TABLE

    | (b) The amounts deducted or added are as follows to determine the equity award adjustments for year-over-year change in fair value: |

  202. PEO

    | | PAY VERSUS PERFORMANCE — Pay Versus Performance Table |

  203. FINANCIAL PERFORMANCE MEASURES

    | | PAY VERSUS PERFORMANCE — Pay Versus Performance Table |

  204. Compensation Actually Paid versus Net Income

    Compensation Actually Paid versus Net Income

  205. Compensation Actually Paid versus Company TSR and Peer Group TSR*

    Compensation Actually Paid versus Company TSR and Peer Group TSR*

  206. Compensation Actually Paid versus Company TSR and Peer Group TSR*

    | * TSR valuations are based upon a fixed value initial investment of $100 as of December 31, 2020 for determination of both peer group and Company TSR from 2021 through 2025. |

  207. Compensation Actually Paid versus Company TSR and Peer Group TSR*

    | | PAY VERSUS PERFORMANCE — Pay Versus Performance Table |

  208. Compensation Actually Paid versus Adjusted ROIC*

    Compensation Actually Paid versus Adjusted ROIC*

  209. Compensation Actually Paid versus Adjusted ROIC*

    | * Adjusted ROIC is a non-GAAP financial measure. See Annex A to this proxy statement for a reconciliation to the most directly comparable GAAP financial measure. |

  210. Compensation Actually Paid versus Adjusted ROIC*

    Executive Stock Ownership