Equity awards and RSU vesting reported by Andersons (NASDAQ: ANDE) VP

Rhea-AI Filing Summary

Andersons, Inc. VP Michael T. Hoelter reported multiple equity-related transactions involving restricted share units (RSUs) and common stock. On March 2, 2026 he received a grant of 971 RSUs as part of the company’s annual equity program, each convertible into one share of common stock upon vesting.

On the same date, previously granted RSUs from 2023, 2024, and 2025 vested and were converted into 364, 556, and 482 shares of common stock, respectively, at no cash cost. He also received a 33.98-share dividend equivalent. To cover tax liabilities, 419 shares of common stock were withheld and disposed of at $65.29 per share. After these transactions, he directly owned 17,033.2014 shares of common stock and 971 RSUs.

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^*

Hoelter Michael T.

(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)
	VP, Corp Controller & IR

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		364	A	$0	16,380.2214	D
Common Stock	03/02/2026		M		556	A	$0	16,936.2214	D
Common Stock	03/02/2026		M		482	A	$0	17,418.2214	D
Common Stock	03/02/2026		A		33.98(1)	A	$0	17,452.2014	D
Common Stock	03/02/2026		F		419(2)	D	$65.29	17,033.2014	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		971		(4)	(4)	Common Stock	971	(3)	971	D
RESTRICTED SHARE UNIT (2028)	(3)	03/02/2026		M			482	(5)	(5)	Common Stock	482	(3)	962	D
RESTRICTED SHARE UNIT (2027)	(3)	03/02/2026		M			364	(6)	(6)	Common Stock	364	(3)	363	D
RESTRICTED SHARE UNIT (2026)	(3)	03/02/2026		M			556	(7)	(7)	Common Stock	556	(3)	0	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 March 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:

	Michael T. Hoelter, by Melissa Trippel, Limited Power of Attorney	03/04/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What insider transactions did ANDE executive Michael T. Hoelter report?

Michael T. Hoelter reported RSU grants, RSU conversions, and tax-related share withholding. He received 971 new RSUs, multiple prior RSU grants vested into common stock, and 419 shares were withheld to satisfy tax liabilities, leaving him with 17,033.2014 common shares and 971 RSUs.

How many restricted share units did ANDE grant to Michael T. Hoelter?

He received a grant of 971 restricted share units. Each RSU represents the right to receive one share of Andersons, Inc. common stock upon vesting, under a graded three-year vesting schedule beginning from the March 2, 2026 grant date.

How many ANDE common shares does Michael T. Hoelter own after these transactions?

After the reported transactions, Michael T. Hoelter directly owns 17,033.2014 shares of Andersons, Inc. common stock. In addition, he holds 971 restricted share units that may convert into common shares as they vest over the scheduled three-year period.

What is the nature of the RSU vesting and conversion for ANDE’s Michael T. Hoelter?

Previously granted RSUs from 2023, 2024, and 2025 vested and converted into common stock. The vesting follows a graded three-year schedule from each grant date, with each vested RSU delivering one share of Andersons, Inc. common stock to the executive.

Why were 419 shares of ANDE common stock disposed of in Hoelter’s Form 4?

The 419 shares of common stock were withheld and disposed of to cover tax liabilities associated with equity awards. The disposition was recorded at a price of $65.29 per share and reflects tax-withholding, not an open-market sale by the executive.

Did Michael T. Hoelter receive any dividend equivalents on ANDE stock?

Yes, he received a 33.98-share dividend equivalent in common stock. Dividend equivalents provide additional shares based on dividends paid on underlying stock, aligning RSU holders more closely with regular shareholders’ dividend-based returns over time.