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Andersons (ANDE) director exercises 3,376 RSUs and adds common shares

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

Andersons, Inc. director John T. Stout Jr. reported equity-related transactions in the company’s common stock. On May 7, 2026, he received 39.089 shares as stock in lieu of a cash dividend and exercised 3,376 restricted share units into an equal number of common shares at no cash cost.

Following these transactions, he directly holds 26,855.6609 common shares and indirectly holds 4,219 shares in a trust. The RSU exercise eliminated that 3,376-unit RSU position, converting it fully into common stock and modestly increasing his direct ownership stake.

Positive

  • None.

Negative

  • None.
Insider Stout John T Jr
Role null
Type Security Shares Price Value
Exercise RESTRICTED SHARE UNIT (2026) 3,376 $0.00 --
Exercise Common Stock 3,376 $0.00 --
Grant/Award Common Stock 39.089 $0.00 --
holding Common Stock -- -- --
Holdings After Transaction: RESTRICTED SHARE UNIT (2026) — 0 shares (Direct, null); Common Stock — 26,816.572 shares (Direct, null); Common Stock — 4,219 shares (Indirect, Held in Trust)
Footnotes (1)
  1. Shares in lieu of cash dividend. Each restricted share unit represents the right to receive, upon vesting, one share of the Issuer's common stock. 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.
RSUs exercised 3,376 units Restricted share units converted to common stock on May 7, 2026
Dividend shares 39.089 shares Shares received in lieu of cash dividend on May 7, 2026
Direct holdings after transactions 26,855.6609 shares Common stock directly owned after May 7, 2026 transactions
Indirect trust holdings 4,219 shares Common stock held indirectly in trust as reported
Exercise price $0.00 per share Reported price per share for RSU conversion
restricted share unit financial
"Each restricted share unit represents the right to receive, upon vesting, one share"
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.
shares in lieu of cash dividend financial
"Shares in lieu of cash dividend."
Held in Trust financial
"nature_of_ownership: "Held in Trust""
Form 4 Insider Transactions: What Each Field Means →
SEC Form 4
FORM 4UNITED 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
X
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*
Stout John T Jr
(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)
XDirector10% 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)
XForm 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)
CodeVAmount(A) or (D)Price
Common Stock05/07/2026M3,376A$026,816.5719D
Common Stock05/07/2026A(1)39.089A$026,855.6609D
Common Stock4,219IHeld in 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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
RESTRICTED SHARE UNIT (2026)(2)05/07/2026M3,376 (3) (3)Common Stock3,376(2)0D
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.
Remarks:
John T. Stout, by Melissa Trippel, Limited Power of Attorney05/08/2026
** Signature of Reporting PersonDate
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)

Source: View Original Filing on SEC EDGAR

FAQ

What insider transactions did Andersons (ANDE) director John T. Stout Jr. report?

John T. Stout Jr. reported receiving 39.089 Andersons common shares as stock in lieu of a cash dividend and exercising 3,376 restricted share units into common stock, all dated May 7, 2026, with no cash purchase or sale involved.

How many Andersons (ANDE) shares does John T. Stout Jr. own after the Form 4 filing?

After the reported transactions, John T. Stout Jr. directly owns 26,855.6609 Andersons common shares and indirectly holds 4,219 shares in a trust, according to the Form 4, reflecting his total reported equity position in the company.

What does the 3,376 restricted share unit exercise mean for Andersons (ANDE)?

The 3,376 restricted share unit exercise converted those units into 3,376 Andersons common shares for John T. Stout Jr. It removed that RSU balance and increased his direct share ownership without an open-market purchase or sale being reported in this filing.

Why did Andersons (ANDE) director receive 39.089 shares at a zero price per share?

The 39.089 Andersons shares were issued as shares in lieu of a cash dividend, so they appear at a zero price per share. This represents a dividend paid in stock rather than cash, modestly increasing the director’s direct common share holdings.

Are any of John T. Stout Jr.’s Andersons (ANDE) shares held indirectly?

Yes. The Form 4 notes 4,219 Andersons common shares held indirectly in a trust. These are reported as “Held in Trust,” indicating an indirect ownership form separate from his 26,855.6609 directly held common shares.