Andersons HR chief vests 1,944 RSUs, withholds 602

Andersons, Inc. (ANDE) reported that EVP & Chief HR Officer Sarah Zibbel had restricted share units vest and convert into common stock and related tax withholding transactions.

Rhea-AI Filing Summary

Andersons, Inc. (ANDE) reported that EVP & Chief HR Officer Sarah Zibbel had restricted share units vest and convert into common stock and related tax withholding transactions. On September 2, 2026, 1,944 restricted share units vested into an equal number of common shares, exhausting that RSU award. Of these, 602 shares of common stock were withheld at $64.87 per share to cover tax liability, with the balance remaining as stock. On September 1, 2026, she also acquired 69.675 shares of common stock as shares in lieu of a cash dividend. No Rule 10b5-1 trading plan is reported.

Insider Trade Summary

1,944 shares exercised/converted

Exercise 4 txns

Insider Zibbel Sarah

Role EVP & Chief HR Officer

Type	Security	Shares	Price	Value
Exercise	RESTRICTED SHARE UNIT (2026) F3, F4	1,944	--	--
Tax Withholding	Common Stock F2	602	$64.87	$39K
Exercise	Common Stock	1,944	$0.00	$0.00
Grant/Award	Common Stock F1	69.675	$0.00	$0.00

Holdings After Transaction: RESTRICTED SHARE UNIT (2026) — 0 contracts (Direct); Common Stock — 5,470.424 shares (Direct)

Footnotes (4)

1. F1. Shares in lieu of cash dividend.
2. F2. Shares withheld to cover tax liability.
3. F3. Each restricted share unit represents the right to receive, upon vesting, one share of the Issuer's common stock.
4. F4. Restricted share units were granted on September 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.

Key Figures

RSUs vested and converted: 1,944 units/shares Shares withheld for taxes: 602 shares Tax withholding price: $64.87 per share +3 more

6 metrics

RSUs vested and converted 1,944 units/shares Restricted share units vesting into common stock on September 2, 2026

Shares withheld for taxes 602 shares Common stock withheld to cover tax liability on September 2, 2026

Tax withholding price $64.87 per share Price applied to the 602 withheld shares on September 2, 2026

Dividend shares received 69.675 shares Common stock received in lieu of cash dividend on September 1, 2026

RSUs remaining from this grant 0 units Restricted share unit position after the 1,944-unit conversion

RSU grant date September 1, 2023 Original grant date of the restricted share units with three-year graded vesting

Key Terms

restricted share unit, graded vesting schedule, shares in lieu of cash dividend, tax liability

4 terms

restricted share unit financial

"Each restricted share unit represents the right to receive, upon vesting"

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.

graded vesting schedule financial

"Restricted share units have a graded vesting schedule over the three-year period"

shares in lieu of cash dividend financial

"Shares in lieu of cash dividend."

tax liability financial

"Shares withheld to cover tax liability."

FAQ

What equity transactions did ANDE executive Sarah Zibbel report on this Form 4?

She reported 1,944 restricted share units vesting into common stock on September 2, 2026, with a related 602-share tax withholding, and an additional 69.675 shares of common stock acquired on September 1, 2026 as shares in lieu of a cash dividend.

How many Andersons, Inc. (ANDE) RSUs vested for Sarah Zibbel?

On September 2, 2026, 1,944 restricted share units vested, each converting into one share of Andersons, Inc. common stock. This exhausted that RSU award, leaving 0 restricted share units remaining from this particular grant.

How many ANDE shares were withheld for taxes and at what price?

The filing states that 602 shares of Andersons, Inc. common stock were withheld to cover tax liability at a price of $64.87 per share on September 2, 2026, in connection with the RSU vesting.

What dividend-related share acquisition did ANDE disclose for Sarah Zibbel?

On September 1, 2026, Sarah Zibbel acquired 69.675 shares of Andersons, Inc. common stock described as “shares in lieu of cash dividend.” This represents stock received instead of a cash dividend payment.

Were Sarah Zibbel’s ANDE transactions made under a Rule 10b5-1 trading plan?

The filing indicates that no Rule 10b5-1 trading plan is reported. The document-level checkbox for affirming trades under a Rule 10b5-1 plan is marked false, and no footnote describes these transactions as pursuant to such a plan.

What are the vesting terms of the ANDE restricted share units involved?

The restricted share units were granted on September 1, 2023 as part of Andersons, Inc.’s annual equity grant. They have a graded vesting schedule over three years from the grant date, with each unit converting into one share of common stock upon vesting.

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

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Available on EDGAR 09/03/2026 - 01:23 PM Accepted by SEC EDGAR 09/03/2026 - 01:23 PM 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^*

Zibbel Sarah

(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)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	EVP & Chief HR Officer

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
09/01/2026

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	09/01/2026		A(1)		69.675	A	$0	4,128.424	D
Common Stock	09/02/2026		F(2)		602	D	$64.87	3,526.424	D
Common Stock	09/02/2026		M		1,944	A	$0	5,470.424	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)	(3)	09/02/2026		M			1,944	(4)	(4)	Common Stock	1,944	(3)	0	D

Explanation of Responses:

1. Shares in lieu of cash dividend.

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 September 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:

	Sarah J. Zibbel, by Melissa Trippel, Limited Power of Attorney	09/03/2026
	** 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)