Andersons (ANDE) CEO converts PSUs to stock and withholds shares for tax

Rhea-AI Filing Summary

The Andersons, Inc. president and CEO William E. Krueger reported several equity compensation events dated February 11, 2026. He exercised performance share units, converting 27,698 EPS-based PSUs and 10,248 TSR-based PSUs into common stock at an exercise price of $0 per share.

He also acquired 1,289.59 shares of common stock as a dividend equivalent, and 15,283 shares were disposed of at $69.11 per share to satisfy tax withholding obligations. After these transactions, he directly owned 60,208.944 shares of common stock and indirectly held 443,339 shares through the William E. Krueger Beneficiary Trust.

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^*

Krueger William E.

(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)
	President and CEO

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)
			Code	V	Amount	(A) or (D)	Price
Common Stock	02/11/2026		M		27,698	A	$0	63,954.354	D
Common Stock	02/11/2026		M		10,248	A	$0	74,202.354	D
Common Stock	02/11/2026		A		1,289.59(1)	A	$0	75,491.944	D
Common Stock	02/11/2026		F		15,283(2)	D	$69.11	60,208.944	D
Common Stock								443,339	I	William E. Krueger Beneficiary 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
PERFORMANCE SHARE UNIT (EPS) (2026)	(3)	02/11/2026		M			27,698	(4)	(4)	Common Stock	27,698	(3)	0	D
PERFORMANCE SHARE UNIT (TSR) (2026)	(5)	02/11/2026		M			10,248	(4)	(4)	Common Stock	10,248	(5)	17,450	D
PERFORMANCE SHARE UNIT (TSR) (2026)	(5)	02/11/2026		D			17,450	(6)	(6)	Common Stock	17,450	(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:

	William E. Krueger, 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.
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FAQ

What insider transactions did ANDE CEO William Krueger report on February 11, 2026?

William Krueger reported multiple equity-related transactions on February 11, 2026. He exercised performance share units into common stock, received dividend-equivalent shares, and had shares withheld to cover tax liabilities, affecting both his direct holdings and his indirect holdings through a beneficiary trust.

How many Andersons (ANDE) shares did the CEO acquire through PSU exercises?

Through the exercise of performance share units, William Krueger acquired 27,698 shares tied to EPS-based PSUs and 10,248 shares tied to TSR-based PSUs. All of these common shares were received at an exercise price of $0 per share as part of his equity compensation.

What dividend-equivalent shares did the ANDE CEO receive in this Form 4?

William Krueger received 1,289.59 shares of Andersons common stock as a dividend equivalent. These shares were granted at a price of $0 and are associated with his existing equity awards, increasing his directly held common stock before tax-related share withholding.

How many Andersons shares were withheld to pay the CEO’s tax liability and at what price?

To cover tax liabilities, 15,283 shares of Andersons common stock were disposed of at $69.11 per share. This tax-withholding disposition reduced the number of shares he retained directly after exercising performance share units and receiving dividend-equivalent shares.

What are the ANDE CEO’s direct and indirect common stock holdings after these transactions?

Following the reported transactions, William Krueger directly held 60,208.944 shares of Andersons common stock. In addition, he indirectly held 443,339 shares through the William E. Krueger Beneficiary Trust, reflecting both his personal and trust-related beneficial ownership positions.

What are performance share units (PSUs) as used in Andersons’ CEO compensation?

The Andersons’ PSUs give the right to receive common stock after a three-year performance period. EPS-based PSUs depend on three-year cumulative fully diluted EPS, while TSR-based PSUs depend on total shareholder return levels over the same period before converting into shares.

Why were some of the ANDE performance share units cancelled in this filing?

The filing notes that certain PSUs vested for fewer shares than originally allocated, and the excess shares are being cancelled. This reflects performance-based outcomes under the plan, where payout is adjusted according to the level of performance achieved during the measurement period.