Andersons (ANDE) Director Amends Form 4 After 9.65-Share Vesting

Rhea-AI Filing Summary

Catherine M. Kilbane, a director of Andersons, Inc. (ANDE), reported an amended Form 4 disclosing an internal equity transaction dated 05/09/2025 and amended on 05/12/2025. The filing shows a Code V transaction (typically vesting of restricted stock) that acquired 9.65 shares at a reported price of $0. After the reported transaction, the filing lists 50,029.232 shares beneficially owned in a direct ownership form. The Form 4 is signed via a limited power of attorney.

Positive

• Director increased direct ownership through a Code V vesting event, reinforcing alignment with shareholders
• Amendment filed to correct or clarify the original disclosure, demonstrating compliance with reporting rules

Negative

• None.

Insights

Corporate Governance Expert

TL;DR: Routine director vesting increases direct ownership modestly; no sale or external transaction disclosed.

The filing documents a Code V event, which the SEC treats as a vesting of previously granted equity rather than an open-market purchase or sale. That maintains alignment between the director and shareholders without introducing immediate liquidity or dilution events. The amended filing corrects or clarifies the original report, which is a common compliance action. No derivative positions, dispositions, or changes in ownership form are shown.

Securities Analyst

TL;DR: Small internal acquisition recorded; impact on shares outstanding and control is immaterial per this disclosure alone.

The record shows an acquisition of 9.65 shares at $0 and a post-transaction beneficial ownership of 50,029.232 shares held directly. There are no reported sales, option exercises, or cash transactions in this filing. As a standalone disclosure, this is a routine insider vesting report and does not indicate a change in trading intent or liquidity events.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

KILBANE CATHERINE M

(Last) (First) (Middle)

1947 BRIARFIELD BLVD.

(Street)

MAUMEE OH 43537

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Andersons, Inc. [ ANDE ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
05/09/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)
05/12/2025

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	05/09/2025		A		9.65	A	$0	50,029.232	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

Remarks:

	Catherine M. Kilbane, by Melissa Trippel, Limited Power of Attorney	08/29/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What transaction did Catherine M. Kilbane report on Form 4 for ANDE?

The Form 4 reports a Code V transaction dated 05/09/2025 showing an acquisition of 9.65 shares at a reported price of $0.

How many Andersons (ANDE) shares does the reporting person own after the transaction?

The filing lists 50,029.232 shares beneficially owned following the reported transaction, held in a direct ownership form.

Was this Form 4 filed as an amendment and when?

Yes. The transaction date is 05/09/2025 and the Form 4 was amended on 05/12/2025.

Does the filing report any sales or derivative transactions for ANDE?

No. The Form 4 discloses only a Code V acquisition and shows no sales, derivative instruments, or disposals.

Who signed the Form 4 filing for Catherine Kilbane?

The filing is signed by Catherine M. Kilbane via Melissa Trippel under a Limited Power of Attorney, dated 08/29/2025.