Andersons (ANDE) CFO logs RSU awards, unit exercises and tax share withholding

Rhea-AI Filing Summary

Andersons, Inc. EVP & Chief Financial Officer Brian A. Valentine reported equity-related transactions in company stock and restricted share units. He received a grant of 5,458 restricted share units (2029) on March 2, 2026 as part of the annual equity grant, which vest on a graded schedule over three years. Previously granted restricted share units for 2026, 2027, and 2028 were exercised or converted into common stock, increasing his direct common share holdings. He also received 169.05 common shares as a dividend equivalent. To cover tax liabilities, 2,694 common shares were withheld at a price of $65.29 per share, leaving him with 101,931.38 shares of Andersons common stock owned directly after these transactions.

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^*

Valentine Brian A

(Last) (First) (Middle)

P.O. BOX 119

(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)
	EVP & Chief Financial Officer

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		2,272	A	$0	99,852.33	D
Common Stock	03/02/2026		M		1,762	A	$0	101,614.33	D
Common Stock	03/02/2026		M		2,842	A	$0	104,456.33	D
Common Stock	03/02/2026		A		169.05(1)	A	$0	104,625.38	D
Common Stock	03/02/2026		F		2,694(2)	D	$65.29	101,931.38	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		5,458		(4)	(4)	Common Stock	5,458	(3)	5,458	D
RESTRICTED SHARE UNIT (2028)	(3)	03/02/2026		M			2,272	(5)	(5)	Common Stock	2,272	(3)	4,542	D
RESTRICTED SHARE UNIT (2027)	(3)	03/02/2026		M			1,762	(6)	(6)	Common Stock	1,762	(3)	1,761	D
RESTRICTED SHARE UNIT (2026)	(3)	03/02/2026		M			2,842	(7)	(7)	Common Stock	2,842	(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 A. Valentine, 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.
* 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.
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FAQ

What did Andersons (ANDE) executive Brian A. Valentine report on this Form 4?

Brian A. Valentine reported multiple equity transactions, including new restricted share unit awards, exercises of previously granted units into common stock, and shares withheld to cover tax liabilities. All reported holdings are held directly in Andersons, Inc. common stock or related restricted share units.

How many restricted share units did Brian A. Valentine receive from Andersons (ANDE)?

Brian A. Valentine received 5,458 new restricted share units dated 2029 on March 2, 2026 as part of Andersons’ annual equity grant program. These units vest on a graded schedule over three years, aligning compensation with continued service and long-term company performance.

How many Andersons (ANDE) common shares does Brian A. Valentine own after these transactions?

After the reported transactions, Brian A. Valentine directly owns 101,931.38 shares of Andersons common stock. This balance reflects exercises of restricted share units into common shares, a small dividend-equivalent share award, and shares withheld to satisfy associated tax obligations.

What was the tax-withholding share transaction reported for Andersons (ANDE)?

The filing shows 2,694 common shares of Andersons withheld at $65.29 per share to cover tax liabilities related to equity awards. This transaction is coded as a tax-withholding disposition rather than an open-market sale, and reduces the net shares held after settlement.

What are Andersons (ANDE) restricted share units and how do they vest for Brian A. Valentine?

Each restricted share unit represents the right to receive one Andersons common share upon vesting. Grants made in 2023, 2024, 2025, and 2026 follow a graded vesting schedule over three years from the grant date, distributing ownership over multiple annual intervals.

Did Brian A. Valentine buy or sell Andersons (ANDE) shares on the open market?

The reported transactions involve grants, dividend equivalents, exercises of restricted share units into common stock, and shares withheld for taxes. The disposition of 2,694 shares is specifically for tax withholding, not an open-market sale initiated for portfolio trading purposes.