Andersons, Inc.

9. Commitments and Contingencies

Litigation activities

The Company is party to litigation, or threats thereof, both as defendant and plaintiff with some regularity, although individual cases that are material in size occur infrequently. As a defendant, the Company establishes reserves for claimed amounts that are considered probable and capable of estimation. If those cases are resolved for lesser amounts, the excess reserves are taken into income and, conversely, if those cases are resolved for larger than the amount the Company has accrued, the Company records additional expense. The Company believes that the outcome of its current legal proceedings in which it is a defendant, other than those described below, is not expected to be material, even if resolved unfavorably. As a plaintiff, amounts that are collected can also result in sudden, non-recurring income.

Litigation results depend upon a variety of factors, including the availability of evidence, the credibility of witnesses, the performance of counsel, the state of the law, and the impressions of judges and jurors, any of which can be critical in importance, yet difficult, if not impossible, to predict. Consequently, cases currently pending, or future matters, may result in unexpected, non-recurring losses or income from time to time. Finally, litigation results are often subject to judicial reconsideration, appeal and further negotiation by the parties, and as a result, the final impact of a particular judicial decision may be unknown for some time or may result in continued reserves to account for the potential of such post-verdict actions.

The Company is a defendant in a putative class action lawsuit pending in a United States District Court alleging violations of federal commodities and antitrust laws arising from past trading activity. As previously disclosed, the parties have reached an agreement to settle the matter, subject to final court approval. The payment was made into escrow and the Company does not expect any material additional loss related to this matter. No additional amounts were incurred during the third quarter of 2026. The Company denies the allegations and the settlement contains no admission of liability or wrongdoing.

The Company was also party to litigation related to the receivership of its former consolidated subsidiary. The parties reached an agreement to settle the matter, which was paid in October 2026. No additional material amounts were incurred during the third quarter of 2026. The Company denies the allegations and the settlement contains no admission of liability or wrongdoing.

10. Subsequent Events

On November 3, 2026, the Company entered into a definitive agreement to acquire Harvestone Low Carbon Partners, an industry leader in low-carbon ethanol that owns and operates three ethanol production facilities in North Dakota and Indiana, for total consideration of approximately $915 million, subject to customary adjustments and closing conditions. The Company intends to finance the transaction with debt. The transaction is expected to close in the fourth quarter of 2026 or early in the first quarter of 2027, subject to applicable regulatory approvals. The resulting financial statement effects of the acquisition cannot be reasonably estimated at this time.