Andersons (ANDE) Director Reports Dividend‑In‑Kind Share Receipt on Amended Form 4

Rhea-AI Filing Summary

John T. Stout Jr., a director of Andersons, Inc. (ANDE), amended a Form 4 to report a non‑derivative acquisition dated 05/09/2025. The filing indicates shares were received in lieu of a cash dividend (marked as Acquisition, price $0). Following the reported transaction the filing shows 45,935.3086 shares beneficially owned and an additional 4,219 shares held indirectly in trust. The amendment date is 05/12/2025, and the Form 4 was signed by limited power of attorney on 08/29/2025. The report lists Mr. Stout's address in Maumee, Ohio, and his relationship to the issuer as a director.

Insights

Financial Analyst

TL;DR: Routine insider receipt of shares in lieu of cash dividend increases reported ownership; no cash purchase or option exercises.

The Form 4/A shows a non‑derivative acquisition dated 05/09/2025 where shares were issued in lieu of a cash dividend, recorded at a price of $0. The reporter's total beneficial ownership after the transaction is reported as 45,935.3086 shares with 4,219 shares held indirectly in trust. This type of transaction typically reflects dividend reinvestment or in‑kind issuance and does not indicate market purchases or option exercises that would signal active trading by the insider.

Corporate Governance Expert

TL;DR: Amended disclosure corrects insider holdings; transaction appears administrative rather than governance‑changing.

The amendment filed 05/12/2025 updates the original Form 4 to reflect the in‑lieu dividend issuance. The reporting person is identified as a director, and the filing was executed via limited power of attorney. There are no indications of director departures, related‑party transfers, or corrective governance actions; the disclosure aligns with routine insider reporting requirements under Section 16.

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

OMB APPROVAL

OMB Number:			3235-0287
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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^*

Stout John T Jr

(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(1)		9.65	A	$0	45,935.3086	D
Common Stock								4,219	I	Held in Trust

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:

1. Shares in lieu of cash dividend.

Remarks:

	John T. Stout, 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 did John T. Stout Jr. report on Form 4/A for ANDE?

The Form 4/A reports a non‑derivative acquisition dated 05/09/2025 where shares were received in lieu of a cash dividend; beneficial ownership after the transaction is shown as 45,935.3086 shares plus 4,219 shares held indirectly in trust.

Was there any cash paid for the shares in the reported transaction (ANDE)?

No. The filing lists the price as $0 and explains the shares were received in lieu of a cash dividend.

When was the Form 4 amended and who signed it?

The amendment date is 05/12/2025, and the Form 4 was signed by a limited power of attorney on 08/29/2025.

What is John T. Stout Jr.'s relationship to Andersons, Inc. (ANDE)?

The filing identifies John T. Stout Jr. as a Director of Andersons, Inc.

How many shares does the Form 4 show as indirectly held and in what form?

The filing reports 4,219 shares held indirectly in trust.