Andersons director receives stock and RSU awards

Andersons, Inc. director Catherine M. Kilbane reported compensation-related stock activity.

Rhea-AI Filing Summary

Andersons, Inc. director Catherine M. Kilbane reported compensation-related stock activity. She acquired 39.089 shares of common stock in lieu of a cash dividend and received 3,376 shares through the exercise of previously granted restricted share units.

She was also granted 1,746 new restricted share units as part of the company’s annual equity grant, each representing one future share upon vesting. Following these transactions, she directly holds 53,444.321 shares of common stock and 1,746 restricted share units, reflecting routine equity-based compensation rather than open-market buying or selling.

Insider Trade Summary

3,376 shares exercised/converted

Exercise 4 txns

Insider KILBANE CATHERINE M

Role Director

Type	Security	Shares	Price	Value
Exercise	RESTRICTED SHARE UNIT (2026)	3,376	$0.00	$0.00
Grant/Award	RESTRICTED SHARE UNIT (2027)	1,746	$0.00	$0.00
Exercise	Common Stock	3,376	$0.00	$0.00
Grant/Award	Common Stock	39.089	$0.00	$0.00

Holdings After Transaction: RESTRICTED SHARE UNIT (2026) — 0 contracts (Direct); RESTRICTED SHARE UNIT (2027) — 1,746 contracts (Direct); Common Stock — 53,444.321 shares (Direct)

Footnotes (4)

1. F1. Shares in lieu of cash dividend.
2. F2. Each restricted share unit represents the right to receive, upon vesting, one share of the Issuer's common stock.
3. F3. Restricted share units were granted on May 8, 2025 as part of the Issuer's annual equity grant. Restricted share units vest one year from the date of grant.
4. F4. Restricted share units were granted on May 7, 2026 as part of the Issuer's annual equity grant. Restricted share units vest one year from the date of grant.

Key Figures

Dividend shares received: 39.089 shares RSUs exercised into stock: 3,376 shares New RSU grant: 1,746 units +3 more

6 metrics

Dividend shares received 39.089 shares Common stock received in lieu of cash dividend on 2026-05-07

RSUs exercised into stock 3,376 shares Common stock from exercise of 2026 restricted share units on 2026-05-07

New RSU grant 1,746 units Restricted share units (2027) granted on 2026-05-07 as annual equity grant

Common shares after transactions 53,444.321 shares Total Andersons, Inc. common stock directly held following Form 4 transactions

RSUs outstanding after grant 1,746 units Restricted share units directly held after 2027 RSU grant

Derivative exercises count 1 exercise, 3,376 shares Summary of derivative exercise or conversion transactions in this filing

Key Terms

restricted share unit, in lieu of cash dividend, annual equity grant, vest

4 terms

restricted share unit financial

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

A restricted share unit (RSU) is a promise by a company to give an employee a set number of company shares at a future date, typically after meeting time or performance conditions. For investors, RSUs matter because when they convert into actual shares they increase the number of shares outstanding (like unlocking more tickets in a game), which can dilute existing holders, and they align employee incentives with company performance, influencing behavior and long-term value.

in lieu of cash dividend financial

"Shares in lieu of cash dividend."

annual equity grant financial

"Restricted share units were granted on May 7, 2026 as part of the Issuer's annual equity grant."

vest financial

"Restricted share units vest one year from the date of grant."

A vest is the process by which an employee earns the right to receive certain benefits or ownership interests, such as stock or retirement funds, over time. It’s similar to earning a reward gradually, ensuring that the benefit becomes fully yours only after a set period or meeting specific conditions. This makes it important for investors because it determines when they can actually claim or use those benefits.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What insider transactions did ANDE director Catherine Kilbane report?

Director Catherine M. Kilbane reported acquiring common stock and restricted share units. She received 39.089 shares in lieu of a cash dividend, exercised 3,376 restricted share units into common stock, and was granted 1,746 new restricted share units as part of Andersons, Inc.’s annual equity compensation.

Did Catherine Kilbane buy or sell Andersons (ANDE) shares on the open market?

The transactions do not involve open-market buying or selling. They consist of stock received in lieu of a cash dividend, the exercise of previously granted restricted share units, and a new grant of restricted share units as equity compensation, all recorded at a zero dollar transaction price.

How many Andersons (ANDE) shares does Catherine Kilbane hold after these transactions?

After these transactions, Catherine M. Kilbane directly holds 53,444.321 shares of Andersons, Inc. common stock. In addition, she holds 1,746 restricted share units, each representing the right to receive one share of common stock upon vesting under the company’s equity plans.

What restricted share unit grants did ANDE disclose for Catherine Kilbane?

The filing shows 1,746 restricted share units granted on May 7, 2026 as part of Andersons, Inc.’s annual equity grant. Footnotes state each unit converts into one share of common stock and that restricted share units vest one year from their respective grant dates under the company’s program.

What does “shares in lieu of cash dividend” mean in the ANDE Form 4?

“Shares in lieu of cash dividend” means that instead of receiving a cash dividend, the director received additional common shares. In this case, Catherine M. Kilbane received 39.089 shares of Andersons, Inc. common stock as an alternative to a cash dividend payment from the company.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 05/08/2026 - 11:46 AM Learn about SEC filing dates

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^*

KILBANE CATHERINE M

(Last) (First) (Middle)

1947 BRIARFIELD BLVD.

(Street)

MAUMEE OHIO 43537

(City) (State) (Zip)

UNITED STATES

(Country)

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)

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
05/07/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

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

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	05/07/2026		M		3,376	A	$0	53,405.232	D
Common Stock	05/07/2026		A(1)		39.089	A	$0	53,444.321	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 (2026)	(2)	05/07/2026		M			3,376	(3)	(3)	Common Stock	3,376	(2)	0	D
RESTRICTED SHARE UNIT (2027)	(2)	05/07/2026		A		1,746		(4)	(4)	Common Stock	1,746	(2)	1,746	D

Explanation of Responses:

1. Shares in lieu of cash dividend.

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

3. Restricted share units were granted on May 8, 2025 as part of the Issuer's annual equity grant. Restricted share units vest one year from the date of grant.

4. Restricted share units were granted on May 7, 2026 as part of the Issuer's annual equity grant. Restricted share units vest one year from the date of grant.

Remarks:

	Catherine M. Kilbane, by Melissa Trippel, Limited Power of Attorney	05/08/2026
	** 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.
* Form 4: SEC 1474 (03-26)