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$40M SEC penalty settles ADM (NYSE: ADM) case as DOJ exits

Filing Impact
(Moderate)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Archer-Daniels-Midland Company announced it has reached a settlement with the SEC over issues related to intersegment sales involving its Nutrition, Agriculture Services & Oilseeds, and Carbohydrate Solutions segments. The company will pay a $40 million civil penalty and consent to a cease-and-desist order covering multiple antifraud, reporting, and books-and-records provisions of the federal securities laws, without admitting or denying wrongdoing.

The company states that the settlement amount is not expected to have a material adverse effect on its results of operations or financial position. The DOJ has also informed the company that it is no longer a subject of its investigation, and these outcomes bring the SEC and DOJ investigations to an end.

Positive

  • Regulatory investigations concluded: The DOJ has notified the company it is no longer a subject of its investigation, and both the SEC and DOJ inquiries are now ended, removing ongoing federal investigative uncertainty.

Negative

  • SEC enforcement action and $40 million penalty: The company agreed to pay a $40 million civil penalty and accept a cease-and-desist order covering antifraud, reporting, and books-and-records provisions, highlighting prior compliance and disclosure deficiencies.

Insights

ADM resolves SEC case with $40M penalty; DOJ probe ends.

Archer-Daniels-Midland has settled an SEC investigation tied to intersegment sales among its Nutrition, Agriculture Services & Oilseeds, and Carbohydrate Solutions segments. The settlement includes a $40 million civil penalty and a cease-and-desist order addressing antifraud, reporting, and internal controls provisions.

The company states the $40 million penalty is not expected to be materially adverse to its financial position, suggesting limited balance sheet impact for a business of its scale. However, the enforcement action underscores past compliance and reporting weaknesses in financial controls and disclosures.

The DOJ has notified the company that it is no longer a subject of its investigation, and both SEC and DOJ inquiries are now concluded. Future company filings will be important for understanding any changes to internal controls, segment reporting practices, and ongoing compliance efforts following this settlement.

Archer-Daniels-Midland Co false 0000007084 0000007084 2026-01-27 2026-01-27
 
 

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) January 27, 2026

 

 

 

 

LOGO

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

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

 

 

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))

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 (§230.12b-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 8.01

Other Events.

As previously disclosed, Archer-Daniels-Midland Company (the “Company”) had been under investigation by the United States Securities and Exchange Commission (“SEC”) and the Department of Justice (“DOJ”) relating to, among other things, intersegment sales between the Company’s Nutrition segment and the Company’s Agriculture Services & Oilseeds and Carbohydrate Solutions segments.

On January 27, 2026, the Company issued a press release announcing that it has reached a settlement with the SEC, resolving its investigation in its entirety. Under the terms of the settlement, the Company, without admitting or denying any wrongdoing, has agreed to pay a civil penalty of $40 million and to cease and desist from committing or causing any violations and any future violations of Section 17(a) of the Securities Act and Sections 10(b), 13(a), 13(b)(2)(A), and 13(b)(2)(B) of the Exchange Act and Rules 10b-5, 12b-20, 13a-1, 13a-11, and 13a-13 thereunder. The settlement amount is not expected to have a material adverse effect on the Company’s results of operations or financial position.

In addition, the DOJ has notified the Company that it is no longer a subject of its investigation. These outcomes end the investigations of the Company by the SEC and DOJ.

 

Item 9.01

Financial Statements and Exhibits.

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

 

Exhibit

  

Description

99.1    Press release dated January 27, 2026
104    Cover Page Interactive Data File (formatted as Inline XBRL)

 


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: January 27, 2026     By  

/s/ R. B. Jones

      R. B. Jones
      Senior Vice President, Chief Legal Officer, and Secretary

FAQ

What did ADM (ADM) announce regarding the SEC investigation?

ADM announced it reached a settlement with the SEC, fully resolving the investigation. The case involved intersegment sales between its Nutrition, Agriculture Services & Oilseeds, and Carbohydrate Solutions segments and resulted in a civil penalty and cease-and-desist order.

How much will ADM (ADM) pay under the SEC settlement?

ADM agreed to pay a $40 million civil penalty under the SEC settlement. The company stated this amount is not expected to have a material adverse effect on its results of operations or financial position, indicating limited direct financial strain from the payment.

Which laws and rules are covered by ADM’s SEC cease-and-desist order?

ADM consented to cease and desist from violations of Section 17(a) of the Securities Act and Sections 10(b), 13(a), 13(b)(2)(A), and 13(b)(2)(B) of the Exchange Act, plus related Rules 10b-5, 12b-20, 13a-1, 13a-11, and 13a-13.

Did ADM (ADM) admit wrongdoing in its SEC settlement?

No. ADM agreed to the SEC settlement without admitting or denying wrongdoing. This standard language allows the company to resolve the enforcement action while accepting the penalty and cease-and-desist obligations specified in the agreement.

What is the status of the DOJ investigation into ADM (ADM)?

The DOJ has notified ADM that it is no longer a subject of its investigation. Along with the SEC settlement, this communication means federal investigations by both agencies tied to the described issues have now concluded for the company.

Will the $40 million SEC penalty materially affect ADM’s finances?

ADM states the $40 million civil penalty is not expected to have a material adverse effect on its results of operations or financial position. This suggests the company believes it can absorb the payment within its existing financial resources.
Archer Daniels Midland Co

NYSE:ADM

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