Equity moves at Andersons (NASDAQ: ANDE) as VP Walz gains RSUs, withholds shares for tax

Rhea-AI Filing Summary

Andersons, Inc. VP & Treasurer Brian K. Walz reported multiple equity compensation transactions. On March 2, 2026, he was granted 1,031 restricted share units, each representing one future share, as part of the company’s annual equity grant with three-year graded vesting. He also exercised earlier RSU awards, converting 521, 402, and 627 units into common stock at no cash cost, and received an additional 37.840 common shares as a dividend equivalent. To cover tax obligations, 483 common shares were withheld at $65.290 per share, a non-market tax-withholding disposition. After these transactions, Walz directly holds 21,087.501 shares of Andersons common stock.

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^*

Walz Brian K.

(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)

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

3. Date of Earliest Transaction (Month/Day/Year)
03/02/2026

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

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	03/02/2026		M		521	A	$0	20,503.661	D
Common Stock	03/02/2026		M		402	A	$0	20,905.661	D
Common Stock	03/02/2026		M		627	A	$0	21,532.661	D
Common Stock	03/02/2026		A		37.84(1)	A	$0	21,570.501	D
Common Stock	03/02/2026		F		483(2)	D	$65.29	21,087.501	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
RESTRICTED SHARE UNIT (2029)	(3)	03/02/2026		A		1,031		(4)	(4)	Common Stock	1,031	(3)	1,031	D
RESTRICTED SHARE UNIT (2028)	(3)	03/02/2026		M			521	(5)	(5)	Common Stock	521	(3)	1,041	D
RESTRICTED SHARE UNIT (2027)	(3)	03/02/2026		M			402	(6)	(6)	Common Stock	402	(3)	401	D
RESTRICTED SHARE UNIT (2026)	(3)	03/02/2026		M			627	(7)	(7)	Common Stock	627	(3)	0	D

Explanation of Responses:

1. Dividend equivalent received.

2. Shares withheld to cover tax liability.

3. Each restricted share unit represents the right to receive, upon vesting, one share of the Issuer's common stock.

4. Restricted share units were granted on March 2, 2026 as part of the Issuer's annual equity grant. Restricted share units have a graded vesting schedule over the three-year period from date of grant.

5. Restricted share units were granted on March 3, 2025 as part of the Issuer's annual equity grant. Restricted share units have a graded vesting schedule over the three-year period from date of grant.

6. Restricted share units were granted on March 1, 2024 as part of the Issuer's annual equity grant. Restricted share units have a graded vesting schedule over the three-year period from date of grant.

7. Restricted share units were granted on March 1, 2023 as part of the Issuer's annual equity grant. Restricted share units have a graded vesting schedule over the three-year period from date of grant.

Remarks:

	Brian K. Walz, by Melissa Trippel, Limited Power of Attorney	03/04/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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FAQ

What equity awards did Andersons (ANDE) VP Brian K. Walz receive?

Brian K. Walz received a grant of 1,031 restricted share units on March 2, 2026. Each RSU represents the right to receive one share of Andersons common stock upon vesting under a three-year graded vesting schedule.

How many Andersons (ANDE) shares did Walz acquire through RSU conversions?

Walz converted earlier RSU awards into 521, 402, and 627 shares of common stock on March 2, 2026. These exercises were recorded at a price of $0.0000 per share, reflecting non-cash conversions of previously granted equity awards.

Why were 483 Andersons (ANDE) shares disposed of in Walz’s Form 4?

The disposition of 483 Andersons common shares at $65.290 per share was to cover tax liability. The transaction is coded “F,” indicating shares were withheld for tax withholding, not an open-market sale by Brian K. Walz.

What does the dividend equivalent entry mean in the Andersons (ANDE) Form 4?

The Form 4 notes a dividend equivalent received, corresponding to 37.840 additional common shares. Dividend equivalents provide extra shares so RSU holders receive value similar to cash dividends paid on outstanding common stock during the vesting period.

How many Andersons (ANDE) shares does Brian K. Walz own after these transactions?

Following the reported RSU grants, conversions, and tax withholding, Brian K. Walz directly owns 21,087.501 shares of Andersons common stock. This figure reflects his updated direct holdings after all March 2, 2026 equity compensation-related movements.

How do Andersons (ANDE) restricted share units for Walz vest over time?

The RSUs granted to Walz on March 2, 2026 and in prior years follow a three-year graded vesting schedule. Portions of each grant vest over that period, after which each vested unit converts into one share of Andersons common stock.