Andersons, Inc. (ANDE) director logs PSU vesting, dividend and tax shares

Rhea-AI Filing Summary

Andersons, Inc. director Patrick E. Bowe reported equity award activity involving performance share units and common stock on February 11, 2026. He acquired 39,360 shares of common stock from EPS-based performance share units and 14,563 shares from TSR-based performance share units, both through derivative conversions at $0 per share.

He also received 1,832.57 shares as a dividend equivalent and had 22,558 shares of common stock disposed of at $69.11 per share to cover tax liability. Following these transactions, he directly beneficially owned 165,937.3424 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^*

Bowe Patrick E.

(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)

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

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		39,360	A	$0	172,099.7724	D
Common Stock	02/11/2026		M		14,563	A	$0	186,662.7724	D
Common Stock	02/11/2026		A		1,832.57(1)	A	$0	188,495.3424	D
Common Stock	02/11/2026		F		22,558(2)	D	$69.11	165,937.3424	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
PERFORMANCE SHARE UNIT (EPS) (2026)	(3)	02/11/2026		M			39,360	(4)	(4)	Common Stock	39,360	(3)	0	D
PERFORMANCE SHARE UNIT (TSR) (2026)	(5)	02/11/2026		M			14,563	(4)	(4)	Common Stock	14,563	(5)	24,797	D
PERFORMANCE SHARE UNIT (TSR) (2026)	(5)	02/11/2026		D			24,797	(6)	(6)	Common Stock	24,797	(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:

	Patrick E. Bowe, 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).
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FAQ

What insider transactions did Andersons, Inc. (ANDE) director Patrick Bowe report?

Patrick E. Bowe reported several transactions on February 11, 2026, including performance share unit conversions into common stock, a dividend-equivalent stock grant, and a tax-withholding share disposition, all related to his equity compensation awards at Andersons, Inc.

How many Andersons (ANDE) shares did Patrick Bowe acquire from performance share units?

He acquired 39,360 shares of common stock from EPS-based performance share units and 14,563 shares from TSR-based performance share units. These were derivative conversions executed at $0 per share as part of his long-term incentive awards.

Why were 22,558 Andersons (ANDE) shares disposed of in Patrick Bowe’s Form 4?

The 22,558 shares of Andersons common stock were withheld and disposed of at $69.11 per share to cover tax liability. This tax-withholding disposition used shares rather than cash to satisfy the related tax obligation on his equity awards.

What is a dividend equivalent in Patrick Bowe’s Andersons (ANDE) Form 4?

The filing notes that Bowe received 1,832.57 shares of Andersons common stock as a dividend equivalent. This represents additional shares granted in lieu of cash dividends that would have been paid on underlying performance share units during the performance period.

How many Andersons (ANDE) shares does Patrick Bowe own after these transactions?

After completing the February 11, 2026 transactions, Patrick E. Bowe directly beneficially owned 165,937.3424 shares of Andersons common stock. This figure reflects the net impact of the performance share unit conversions, dividend-equivalent grant, and tax-withholding share disposition.

What happened to Patrick Bowe’s 2026 TSR performance share units in Andersons (ANDE)?

For the 2026 TSR performance share units, 14,563 underlying shares converted into common stock, while 24,797 units were disposed of back to the issuer. A footnote explains that vesting occurred for fewer than allocated shares and the excess units were cancelled.