Andersons (ANDE) EVP Sarah Zibbel reports RSU grants, conversions and tax share withholding

Rhea-AI Filing Summary

Andersons, Inc. executive Sarah Zibbel reported multiple equity transactions involving restricted share units and common stock. She received a grant of 1,865 restricted share units dated 2029 as part of an annual equity award, each unit representing one share of common stock upon vesting.

On the same date, she exercised 758 restricted share units from a 2028 award and 602 units from a 2027 award, acquiring equivalent shares of common stock at a reported price of $0.00 per share. She also received 23.4 common shares as a dividend equivalent, while 487 common shares at $65.29 per share were withheld to cover tax liabilities.

Following these transactions, her directly held common stock position increased to 4,058.749 shares, and she continued to hold multiple tranches of restricted share units that vest over three-year graded schedules tied to prior grant 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

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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^*

Zibbel Sarah

(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)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	EVP & Chief HR 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		758	A	$0	3,920.349	D
Common Stock	03/02/2026		M		602	A	$0	4,522.349	D
Common Stock	03/02/2026		A		23.4(1)	A	$0	4,545.749	D
Common Stock	03/02/2026		F		487(2)	D	$65.29	4,058.749	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		1,865		(4)	(4)	Common Stock	1,865	(3)	1,865	D
RESTRICTED SHARE UNIT (2028)	(3)	03/02/2026		M			758	(5)	(5)	Common Stock	758	(3)	1,514	D
RESTRICTED SHARE UNIT (2027)	(3)	03/02/2026		M			602	(6)	(6)	Common Stock	602	(3)	602	D
RESTRICTED SHARE UNIT (2026)	(3)							(7)	(7)	Common Stock	1,944		1,944	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 September 7, 2023 in connection with Ms. Zibbel's hiring. 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	03/04/2026
	** Signature of Reporting Person	Date
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FAQ

What insider transactions did Sarah Zibbel report at Andersons, Inc. (ANDE)?

Sarah Zibbel reported several equity transactions, including new restricted share unit grants, exercises of earlier RSU awards into common stock, a dividend-equivalent stock award, and shares withheld to cover tax liabilities, all dated March 2, 2026 under Andersons, Inc.’s equity compensation programs.

How many restricted share units did Sarah Zibbel receive in the latest Andersons (ANDE) grant?

She received 1,865 restricted share units dated 2029, granted March 2, 2026 as part of Andersons’ annual equity grant. Each restricted share unit represents the right to receive one share of common stock upon vesting, subject to the award’s three-year graded vesting schedule.

What common stock did Sarah Zibbel acquire through RSU exercises at Andersons (ANDE)?

She acquired 758 common shares from 2028 restricted share units and 602 common shares from 2027 restricted share units, each at a reported exercise price of $0.00 per share, reflecting conversions of previously granted equity awards into directly held common stock.

Why were some Andersons (ANDE) shares disposed of in Sarah Zibbel’s Form 4 filing?

487 common shares at $65.29 per share were withheld as a tax-withholding disposition to satisfy tax liabilities arising from her equity transactions. This disposition was reported with transaction code F, indicating payment of tax obligations by delivering a portion of the acquired shares.

What is Sarah Zibbel’s common stock holding after these Andersons (ANDE) transactions?

After the reported transactions, she directly holds 4,058.749 shares of Andersons’ common stock. This balance reflects RSU conversions into shares, the dividend-equivalent award, and the reduction from shares withheld to cover tax liabilities associated with the equity grants and exercises.

How do Andersons (ANDE) restricted share units for Sarah Zibbel vest over time?

Her restricted share units, including grants from 2023, 2024, 2025, and 2026, follow a graded vesting schedule over three years from each grant date. As units vest, each converts into one share of Andersons’ common stock, increasing her potential share ownership over the vesting period.