Why were some Andersons (ANDE) performance share units for Mark D. Simmons cancelled?

The filing explains that PSU vesting occurred for fewer than the originally allocated shares, so 460 excess PSUs were cancelled. These awards convert to common stock only to the extent performance targets based on total shareholder return are achieved over the three-year period.

Andersons, Inc. (ANDE) EVP receives shares from PSU vesting

Filing Impact

(Neutral)

Filing Sentiment

(Neutral)

Form Type

Rhea-AI Filing Summary

Andersons, Inc. Executive VP Renewables Mark D. Simmons reported equity award vesting and related share movements. On February 11, 2026, performance share units converted into 730 and 270 shares of common stock at an exercise price of $0, reflecting vesting of long‑term incentive awards tied to earnings per share and total shareholder return.

He also received 33.99 dividend-equivalent common shares and had 359 shares withheld at $69.11 to cover tax liabilities. After these transactions, Simmons directly owned 21,512.41 shares of Andersons common stock. Some performance units vested for fewer than the allocated shares, with 460 excess units cancelled.

Insider Trade Summary

1,000 shares exercised/converted

Mixed 7 txns

Insider Simmons Mark D

Role Executive VP, Renewables

Type	Security	Shares	Price	Value
Exercise	PERFORMANCE SHARE UNIT (EPS) (2026)	730	$0.00	--
Exercise	PERFORMANCE SHARE UNIT (TSR) (2026)	270	$0.00	--
Disposition	PERFORMANCE SHARE UNIT (TSR) (2026)	460	$0.00	--
Exercise	Common Stock	730	$0.00	--
Exercise	Common Stock	270	$0.00	--
Grant/Award	Common Stock	33.99	$0.00	--
Tax Withholding	Common Stock	359	$69.11	$25K

Holdings After Transaction: PERFORMANCE SHARE UNIT (EPS) (2026) — 0 shares (Direct); PERFORMANCE SHARE UNIT (TSR) (2026) — 460 shares (Direct); Common Stock — 21,567.42 shares (Direct)

Footnotes (1)

Dividend equivalent received. Shares withheld to cover tax liability. Performance share units (PSUs) represent the right to receive common stock following a 3 year performance period. Number of underlying shares are determined by the three-year cumulative fully diluted EPS for the performance period. Each PSU vests and converts to common stock as of February 11, 2026. Performance share units (PSUs) represent the right to receive common stock following a 3 year performance period. Number of underlying shares are based upon the level of satisfaction of the total shareholder return for the performance period. PSU Vesting for fewer than allocated shares. Excess shares are being cancelled.

Form 4 Insider Transactions: What Each Field Means →

02/13/2026 - 01:51 PM

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
Estimated average burden
hours per response:			0.5

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^*

Simmons Mark D

(Last)

(First)

(Middle)

P.O. BOX 119

(Street)

MAUMEE

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)
	Executive VP, Renewables

3. Date of Earliest Transaction (Month/Day/Year)
02/11/2026

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	02/11/2026		M		730	A	$0	21,567.42	D
Common Stock	02/11/2026		M		270	A	$0	21,837.42	D
Common Stock	02/11/2026		A		33.99⁽¹⁾	A	$0	21,871.41	D
Common Stock	02/11/2026		F		359⁽²⁾	D	$69.11	21,512.41	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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
PERFORMANCE SHARE UNIT (EPS) (2026)	⁽³⁾	02/11/2026		M			730	⁽⁴⁾	⁽⁴⁾	Common Stock	730	⁽³⁾	0	D
PERFORMANCE SHARE UNIT (TSR) (2026)	⁽⁵⁾	02/11/2026		M			270	⁽⁴⁾	⁽⁴⁾	Common Stock	270	⁽⁵⁾	460	D
PERFORMANCE SHARE UNIT (TSR) (2026)	⁽⁵⁾	02/11/2026		D			460	⁽⁶⁾	⁽⁶⁾	Common Stock	460	⁽⁵⁾	0	D

Explanation of Responses:

1. Dividend equivalent received.

2. Shares withheld to cover tax liability.

3. Performance share units (PSUs) represent the right to receive common stock following a 3 year performance period. Number of underlying shares are determined by the three-year cumulative fully diluted EPS for the performance period.

4. Each PSU vests and converts to common stock as of February 11, 2026.

5. Performance share units (PSUs) represent the right to receive common stock following a 3 year performance period. Number of underlying shares are based upon the level of satisfaction of the total shareholder return for the performance period.

6. PSU Vesting for fewer than allocated shares. Excess shares are being cancelled.

Remarks:

	Mark D. Simmons, by Melissa Trippel, Limited Power of Attorney	02/13/2026
	** 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.

Source: View Original Filing on SEC EDGAR

FAQ

What insider transactions did Andersons, Inc. (ANDE) report for Mark D. Simmons?

Andersons, Inc. reported that Executive VP Renewables Mark D. Simmons had performance share units convert into 730 and 270 common shares, received 33.99 dividend-equivalent shares, and had 359 shares withheld to cover taxes, leaving him with 21,512.41 directly owned shares.

How many Andersons (ANDE) shares does Mark D. Simmons own after these Form 4 transactions?

After the reported transactions, Mark D. Simmons directly owns 21,512.41 shares of Andersons common stock. This balance reflects PSU conversions into 1,000 shares, a 33.99-share dividend-equivalent grant, and 359 shares withheld at $69.11 per share for tax obligations.

What type of equity awards vested for Andersons (ANDE) executive Mark D. Simmons?

The awards were performance share units (PSUs) that convert to common stock after a three-year performance period. One grant depends on three-year cumulative fully diluted EPS, and another on total shareholder return, with some excess units cancelled upon vesting on February 11, 2026.

Did Mark D. Simmons buy or sell Andersons (ANDE) shares on the open market?

The Form 4 shows derivative conversions and equity awards, not open-market trades. Shares were acquired through PSU vesting and a dividend-equivalent grant, while 359 shares were disposed of solely to satisfy tax liabilities at $69.11 per share.

What does the Form 4 say about tax withholding on Andersons (ANDE) shares?

The Form 4 notes that 359 common shares were withheld at $69.11 per share to cover tax liabilities arising from PSU vesting. This is coded as a tax-withholding disposition, meaning shares went back to the issuer rather than being sold in the market.