Steven Oakland joins The Andersons (NASDAQ: ANDE) board as new director

Rhea-AI Filing Summary

The Andersons, Inc. reported that its Board of Directors elected Steven Oakland as a new director on August 21, 2025. His initial term will run until the company’s 2026 Annual Meeting of Stockholders, unless he resigns or is removed earlier.

Oakland will receive the same compensation as the company’s other non-employee directors, consistent with the compensation program described in the March 12, 2025 proxy statement. The company states there is no arrangement with any other person behind his selection and that he has no material interest in related-party transactions requiring disclosure. He will enter into the company’s standard director indemnification agreement.

August 21, 20250000821026false00008210262025-08-212025-08-21

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

______________________

FORM 8-K

______________________

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported): August 21, 2025

__________________________________________

The Andersons, Inc.

__________________________________________

(Exact name of registrant as specified in its charter)

Ohio

000-20557

34-1562374

(State of incorporation or organization)

(Commission File Number)

(I.R.S. Employer Identification No.)

1947 Briarfield Boulevard

Maumee, Ohio 43537

(Address of principal executive offices) (Zip Code)

(419) 893-5050

(Registrant’s telephone number, including area code)

__________________________________________

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

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

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

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

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

__________________________________________

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

Title of each class:

Trading Symbol

Name of each exchange on which registered:

Common stock, $0.00 par value, $0.01 stated value

ANDE

The NASDAQ Stock Market LLC

__________________________________________

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

[☐] Emerging growth company

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

Item 5.02 - Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On August 21, 2025, the Board of Directors of The Andersons, Inc. (the "Company") elected Steven Oakland as a new director, effective August 21, 2025, for an initial term ending at the Company’s 2026 Annual Meeting of Stockholders or until his earlier resignation or removal.

Mr. Oakland will receive compensation in the same manner as the Company’s other non-employee directors previously disclosed in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on March 12, 2025.

There is no arrangement or understanding between Mr. Oakland and any other persons pursuant to which he was selected as a director. Mr. Oakland has no direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K. Mr. Oakland and the Company will enter into the standard Company director indemnification agreement, whereby the Company agrees to indemnify, defend and hold its directors harmless from and against losses and expenses incurred as a result of their board service, subject to the terms and conditions provided in the agreement.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits:

Exhibit No.						Description
99.1						Press Release, Dated August 21, 2025
104						Inline XBRL for the cover page of this Current Report on Form 8-K

SIGNATURES

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

						The Andersons, Inc.
August 21, 2025						By:			/s/ Brian A. Valentine
									Brian A. Valentine
									Executive Vice President and Chief Financial Officer

FAQ

What did The Andersons, Inc. (ANDE) disclose in this 8-K?

The Andersons, Inc. disclosed that its Board elected Steven Oakland as a new director effective August 21, 2025. His initial term runs until the 2026 Annual Meeting of Stockholders, unless he resigns or is removed earlier under the company’s governance rules.

Who is the new director elected to The Andersons, Inc. (ANDE) board?

The Board of The Andersons, Inc. elected Steven Oakland as a new director effective August 21, 2025. He will serve an initial term ending at the 2026 Annual Meeting, receiving standard non-employee director compensation and entering into the company’s customary indemnification agreement.

How long will Steven Oakland serve on The Andersons, Inc. (ANDE) board?

Steven Oakland will serve as a director from August 21, 2025 until The Andersons, Inc.’s 2026 Annual Meeting of Stockholders. His service could end earlier if he resigns or is removed, consistent with the company’s normal board and corporate governance provisions.

How will Steven Oakland be compensated as a director of The Andersons, Inc. (ANDE)?

Steven Oakland will receive compensation in the same manner as other non-employee directors of The Andersons, Inc. The filing notes this program was previously described in the definitive proxy statement filed March 12, 2025, aligning his pay with existing independent director compensation practices.

Does Steven Oakland have related-party transactions with The Andersons, Inc. (ANDE)?

The filing states that Steven Oakland has no direct or indirect material interest in any transaction that must be disclosed under Item 404(a) of Regulation S-K. This indicates no disclosable related-party transactions between him and The Andersons, Inc. at the time of his election.

Will The Andersons, Inc. (ANDE) indemnify new director Steven Oakland?

Yes. The company and Steven Oakland will enter into The Andersons, Inc.’s standard director indemnification agreement. Under this agreement, the company agrees to indemnify, defend, and hold its directors harmless against losses and expenses arising from board service, subject to the agreement’s specific terms and conditions.