Form 8-K

8-K — Archer-Daniels-Midland Co

Accession: 0001193125-26-314103

Filed: 2026-07-23

Period: 2026-07-17

CIK: 0000007084

SIC: 2070 (FATS & OILS)

Item: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers

Item: Regulation FD Disclosure

Item: Financial Statements and Exhibits

Documents

8-K — d168542d8k.htm (Primary)

EX-10.1 (d168542dex101.htm)

EX-99.1 (d168542dex991.htm)

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8-K

8-K (Primary)

Filename: d168542d8k.htm · Sequence: 1

8-K

Archer-Daniels-Midland Co false 0000007084 0000007084 2026-07-17 2026-07-17

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D. C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported) July 17, 2026

ARCHER-DANIELS-MIDLAND COMPANY

(Exact name of registrant as specified in its charter)

Delaware

1-44

41-0129150

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

77 West Wacker Drive, Suite 4600

Chicago, Illinois

60601

(Address of principal executive offices)

(Zip Code)

Registrant’s telephone number, including area code: (312) 634-8100

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

☐

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

☐

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

☐

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

☐

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

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

Title of each class

Trading

Symbol(s)

Name of each exchange

on which registered

Common Stock, no par value

ADM

NYSE

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

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.02.

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On July 20, 2026, Archer-Daniels-Midland Company (the “Company”) announced the appointment of Jeffrey Rowe to serve as the Company’s Executive Vice President and Chief Operating Officer, effective August 17, 2026.

Mr. Rowe, age 53, will be stepping down as Chief Executive Officer of Syngenta Group effective August 1, 2026, a role he has held since January 2024. Mr. Rowe served as President of Syngenta Crop Protection from July 2022 to December 2023 and President of Syngenta Seeds from September 2016 to June 2022. Prior to Syngenta Group, he served as Vice President, Strategic Services and Planning at DuPont Pioneer from July 2015 to September 2016 and served on the company’s leadership team.

There are no arrangements or understandings between Mr. Rowe and any other persons pursuant to which Mr. Rowe was selected as an officer of the Company, Mr. Rowe has no family relationships with any of the Company’s directors or executive officers, and Mr. Rowe is not a party to and does not have any direct or indirect material interest in, any transaction requiring disclosure under Item 404(a) of Regulation S-K under the Securities Act of 1933, as amended.

Mr. Rowe has accepted a written offer letter from the Company establishing his compensation as the Company’s Executive Vice President and Chief Operating Officer. Pursuant to the offer letter, Mr. Rowe will be entitled to the following:

•

initial annual base salary of $1,200,000;

•

participation in the Company’s annual cash incentive plan (target 175% of annual base salary), which for 2026 will be on a pro rata basis and based on the higher of (a) target level 2026 company and individual performance or (b) actual 2026 performance and will be paid in the first quarter of 2027; provided, however, that in the event Mr. Rowe is terminated without “Cause” (as defined in ADM’s 2020 Incentive Compensation Plan (the “2020 Plan”)) prior to such payment date, ADM will pay Mr. Rowe his 2026 pro-rated cash bonus based on target 2026 company and individual performance within 30 days of such termination;

•

an annual target equity award opportunity of $12,500,000;

•

a 2026 equity award with a grant date value of $11,100,000, granted in the form of 60% performance stock units (“PSUs”) with the same terms as the Company’s annual 2026 PSU awards for other executive officers, and 40% restricted stock units (“RSUs”), vesting one-third each year over a three-year period on the grant date anniversary;

•

one-time make-whole awards, intended to replace the cash incentives and equity awards that Mr. Rowe will forfeit from his prior employer that were scheduled to vest by the end of 2027:

•

cash bonus of $2,200,000 payable in January 2027, provided Mr. Rowe remains employed by the Company or his employment is terminated without Cause by the Company or by Mr. Rowe for “Good Reason” (as defined the 2020 Plan); and

•

equity award of RSUs with a grant date value of $16,690,000, vesting (i) 40% at 5 months from grant date, and (ii) 60% at 17 months from grant date, provided Mr. Rowe remains employed by the company on the applicable vesting dates and with accelerated vesting of any unvested RSUs if Mr. Rowe’s employment is terminated without Cause or he terminates his employment for Good Reason within that 17-month period.

•

relocation benefits under the Company’s relocation policy; and

•

participation in all employee benefit plans and programs, including executive-level plans, programs and severance guidelines, to the extent that he meets the eligibility requirements for each.

The foregoing summary of the offer letter does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the offer letter, attached as Exhibit 10.1 and incorporated herein by reference.

Item 7.01.

Regulation FD Disclosure.

On July 20, 2026, the Company issued a press release announcing the appointment of Mr. Rowe. A copy of the press release is furnished herewith as Exhibit 99.1. The information in this Item 7.01, including Exhibit 99.1, is being furnished and shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed to be incorporated by reference into any of the Company’s filings under the Securities Act or the Exchange Act, whether made before or after the date hereof and regardless of any general incorporation language in such filings, except to the extent expressly set forth by specific reference in such a filing.

Item 9.01.

Financial Statements and Exhibits.

(d) Exhibits. The following exhibits are furnished or filed, as applicable, herewith:

10.1

Offer Letter dated as of July 17, 2026 by and between Archer-Daniels-Midland Company and Jeffrey Rowe

99.1

Press Release dated July 20, 2026

104

Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

ARCHER-DANIELS-MIDLAND COMPANY

Date: July 23, 2026

/s/ Regina B. Jones

Regina B. Jones

Senior Vice President, Chief Legal Officer, and Secretary

EX-10.1

Filename: d168542dex101.htm · Sequence: 2

EX-10.1

Exhibit 10.1

Juan Luciano

Chair of the Board, President and

Chief Executive Officer

77 W. Wacker Drive - Suite 4600

Chicago, Illinois 60601

312-634-8100

July 17, 2026

Jeffrey Rowe

Via E-mail

Subject: Job Offer: Executive Vice President, Chief Operating Officer

Dear Jeff:

I am delighted to offer you the position of

Executive Vice President, Chief Operating Officer, Archer Daniels Midland Company (“ADM”), located at ADM’s global headquarters and reporting to me. On behalf of the Board of Directors, we are delighted to welcome you to ADM and

are confident in the value you will drive for customers, shareholders and our colleagues. Your first date of employment will be Monday, August 17, 2026.

Please find below a summary of the compensation, benefits package and onboarding requirements applicable to this role.

•

Annual Base Salary: $1,200,000

Your annual salary will be paid on a semi-monthly basis, generally on the 15th and last day of each month by close of business, or sooner as

determined by state law, subject to all applicable withholding taxes. You will receive your base salary through direct deposit, if elected.

•

Short-Term Incentive Target (Annual Cash Bonus): 175% of annual base salary

Based on your position, you will be eligible to participate in ADM’s Performance Incentive Plan (PIP). Your annual cash bonus under this

plan is determined based upon the achievement of pre-established company-wide financial and performance goals (75%) and your individual performance (25%), as determined by the Compensation and Succession

Committee (the “Committee”) of the ADM Board of Directors. You will also be required to complete compliance training and must be employed by ADM on the payment date to be eligible for any payout.

Under the current PIP, your target annual bonus opportunity will be $2,100,000. Depending on company results and your performance, your actual

bonus could range from $0.00 to a maximum of $4,200,000.

For 2026, you will participate in the PIP on a

pro-rata basis based upon your hire date. 2026 performance goals are based on ADM’s adjusted EBITDA and adjusted Free Cash Flow. Your 2026 pro-rated cash bonus

will be determined based on the higher of (a) target level 2026 company and individual performance or (b) actual 2026 performance, and will be paid in the first quarter of 2027; provided, however, that in the event you are terminated

without “Cause” (as defined in ADM’s 2020 Incentive Compensation Plan (the “2020 Plan”)) prior to such payment date, ADM will pay you your 2026 pro-rated cash bonus based on

target 2026 company and individual performance within 30 days of such termination.

•

Long-Term Incentive Target (Equity): $12,500,000

Your annual target equity award opportunity will be $12,500,000. The form of the annual award is determined each year by the Committee, and

currently is granted in the form of 60% Performance Share Units (“PSUs”), vesting based upon company performance at the end of the 3-year performance period, and 40% Restricted Stock Units

(“RSUs”), vesting one-third each year on the grant date anniversary.

•

Target Total Annual Compensation Summary

Base salary

1,200,000

Annual cash bonus target

2,100,000

Equity target

12,500,000

Total annual compensation at target

15,800,000

•

One-Time Make-Whole Cash Bonus

ADM will pay you $2,200,000 in January 2027 to make up the bonus you will forego from your previous employer, subject to all applicable

withholding taxes, provided you remain employed by ADM on the payment date, or your employment was terminated without Cause or you terminate your employment for “Good Reason” (as defined in the 2020 Plan) prior to such date.

•

One-Time Make-Whole Award for Unvested Long-Term Incentive Grants

Subject to approval by the Committee, you will be granted effective as of your hire date an award of RSUs with a

value of $16,690,000, vesting in two tranches: (i) 40% at 5 months from grant date, and (ii) 60% at 17 months from grant date, subject to you remaining employed by ADM on each respective vesting date. This amount is intended to make up the long-term

incentive value that would have vested by the end of 2027 at your previous employer. In the event you are terminated without Cause, or you terminate your employment for Good Reason prior to the 17-month

anniversary of the grant, the unvested portion of the grant shall accelerate and become fully vested. You will be required to sign an RSU award agreement and the grant is subject to the terms of the 2020 Plan.

•

2026 Long-Term Incentive Grant

Subject to approval by the Committee, you will be granted effective as of your hire date a long-term incentive award with a value of

$11,100,000 in the form of 60% PSUs based on the company’s 2026-2028 performance period and vesting in February 2029, and 40% RSUs, vesting one-third each year over a

3-year period on the grant date anniversary. You will be required to sign award agreements and these grants are subject to the terms of the 2020 Plan.

•

Relocation Benefits

You will be eligible to receive relocation benefits per ADM’s relocation policy. Relocation benefits include, among other things,

interim living while you relocate, participation in a home sale program, and assistance to locate a new residence and professional packing and shipment of household goods. In the event you voluntarily resign your employment within 24 months

following your hire date, certain relocation expenses may be subject to repayment in accordance with the terms of the policy.

•

Benefits for Senior Executives

You will be offered the same benefits and perquisites available to other similarly situated senior executives of ADM. ADM offers a competitive

benefit package that includes: a cash balance pension plan, 401(k) plan, medical, dental, vision, life and disability insurance, and vacation time. The Committee has adopted severance guidelines that may be provided to senior executives. The

guidelines would currently provide payment to you of two times your annualized base salary and target annual cash bonus, subject to entering into a comprehensive separation and release of claims agreement, in the event of a termination without

Cause.

•

Onboarding Requirements

This offer is contingent upon your successful completion of ADM’s pre-employment process,

including verification of your eligibility to work in the United States. Your background check was successfully completed. Acceptance of this offer obligates you to complete a set of required trainings so that you learn the values of our company and

do not inadvertently put yourself or the company at risk of violating policies, competition laws or data security practices. This training needs to be completed within the first few days of your hire date. You represent that you are not bound by any

employment contract, restrictive covenant or other restrictions preventing you from entering into employment with or fulfilling your responsibilities at ADM.

If you accept this offer, you will become an at-will employee of ADM. This means that your employment with ADM will

have no specific or definite term, and that either you or ADM may terminate the relationship at any time for any reason, or no reason at all, and with or without cause or notice. This letter constitutes the sole understanding between you and ADM

concerning your employment with ADM and does not constitute a guarantee of employment. Your at-will employment relationship with ADM may be modified only by a written agreement signed by the Chief People

Officer.

The compensation and benefits described in this letter are provided under and subject to the terms and conditions of the applicable ADM plans,

programs and policies, for example but not limited to stock ownership guidelines, Code of Conduct, etc. Nothing in this letter in any way limits our right to amend or terminate those plans, programs or policies.

Jeff, we are excited you will be joining Team ADM and are confident that your leadership will add tremendous value.

Best regards,

/s/ Juan Luciano

Juan Luciano

Chair of the Board, President and

Chief

Executive Officer

/s/ Jeffrey Rowe

Accepted by Jeffrey Rowe

7/18/2026

Acceptance Date

EX-99.1

Filename: d168542dex991.htm · Sequence: 3

EX-99.1

Exhibit 99.1

ADM Appoints Jeff Rowe as Executive Vice President and Chief Operating Officer

Industry Leader in Science-Based Agriculture Brings More than 30 Years of Experience Driving Growth Strategies and Operational Excellence

CHICAGO, July 20, 2026— ADM (NYSE: ADM) (ADM or “the Company”), a global leader in innovative solutions from nature, today announced

that it has appointed Jeff Rowe to the newly created role of Executive Vice President and Chief Operating Officer, effective August 17, 2026. This strategic appointment complements ADM’s leadership bench and positions the Company to

further advance its growth strategy and business priorities.

In this role, Rowe will oversee ADM’s commercial businesses, global manufacturing and

R&D efforts. Rowe will report to Juan Luciano, Chair of the Board and Chief Executive Officer.

Rowe joins ADM from Syngenta Group, a leading,

science-based, agriculture company headquartered in Basel, Switzerland, where he has held a series of senior leadership roles since joining the company in September 2016. Appointed CEO in January 2024, he has led efforts to advance sustainable

farming and AI-powered innovation, helping drive modern, tailored solutions for stakeholders worldwide. Prior to Syngenta Group, he spent more than 20 years at DuPont Pioneer in a variety of executive

positions spanning strategy, international operations, biotech and regulatory affairs.

Luciano said, “Jeff has an outstanding reputation in the

industry as a proven leader with a strong track record of advancing innovation and operational excellence. I am confident that he will be a wonderful addition to ADM’s global family of leaders. On behalf of all of us at ADM, I am delighted to

welcome Jeff to the Company and look forward to working alongside him as we capitalize on new opportunities and build on our momentum to drive ADM’s long-term growth agenda.”

Rowe added, “I am honored to join ADM and drive continued innovation at a global, agricultural leader. I have long admired ADM for its rich history and

strong values. I look forward to partnering with the Company’s talented team to build on that foundation, advancing ADM’s growth strategy, supporting farmers and creating value for customers and shareholders.”

About Jeff Rowe

Before being appointed CEO in January

2024 of Syngenta Group, one of the world’s largest agricultural technology companies with more than 50,000 employees in over 90 countries, Rowe served as President of Syngenta Crop Protection from July 2022 to December 2023 and President of

Syngenta Seeds from September 2016 to June 2022. Prior to Syngenta Group, he served as Vice President, Strategic Services and Planning at DuPont Pioneer from July 2015 to September 2016 and sat on the company’s leadership team. Before that,

Rowe was Regional Director for DuPont Pioneer Europe from March 2011 to July 2015, Vice President of Biotech Affairs and Regulatory from 2008 to 2011 and Corporate Counsel from January 2001 to January 2008. He started his career with DuPont Pioneer

in 1995 in Supply Management and is a former board member of Wayne Farms LLC.

Rowe is also a fifth-generation farmer, helping to run his family’s operation in Illinois. The farm

employs regenerative agriculture practices to reduce environmental impact and improve sustainability, productivity and profitability.

He has a Bachelor

of Science in Agricultural Economics from Iowa State University, a Juris Doctorate from Drake Law School and a Global Executive MBA from the NYU Stern School of Business and the London School of Economics.

About ADM

ADM unlocks the power of nature to enrich the

quality of life. We’re an essential global agricultural supply chain manager and processor, providing food security by connecting local needs with global capabilities. We’re a premier human and animal nutrition provider, offering one of

the industry’s broadest portfolios of ingredients and solutions from nature. We’re a trailblazer in health and well-being, with an industry-leading range of products for consumers looking for new ways to live healthier lives. We’re

a cutting-edge innovator, guiding the way to a future of new bio-based consumer and industrial solutions. And we’re leading in business-driven sustainability efforts that support a strong agricultural

sector, resilient supply chains, and a vast and growing bioeconomy. Around the globe, our expertise and innovation are meeting critical needs from harvest to home. Learn more at www.adm.com.

ADM Investor Relations

Kate Walsh

Kathryn.Walsh@adm.com

ADM Media Relations

Jackie Anderson

media@adm.com

312-634-8484

Source: Corporate Release

Source: ADM

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Name of the Exchange on which a security is registered.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection d1-1

+ Details

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dei_SecurityExchangeName

Namespace Prefix:

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Data Type:

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Period Type:

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- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14a

-Subsection 12

+ Details

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Namespace Prefix:

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Balance Type:

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- Definition

Trading symbol of an instrument as listed on an exchange.

+ References

No definition available.

+ Details

Name:

dei_TradingSymbol

Namespace Prefix:

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Data Type:

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Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Securities Act

-Number 230

-Section 425

+ Details

Name:

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Namespace Prefix:

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