Equity awards boost Andersons (ANDE) director Bowe’s holdings, shares withheld for taxes

Rhea-AI Filing Summary

Andersons, Inc. director Patrick E. Bowe reported equity transactions involving restricted share units and common stock. On March 2, 2026, he acquired 6,776 and 8,746 shares of common stock through exercises of restricted share units at $0.00 per share. He also received a grant of 468.29 shares of common stock at $0.00 per share, including a dividend equivalent. To cover tax liabilities, 7,053 shares of common stock were disposed of at $65.29 per share as a tax-withholding transaction rather than an open-market sale. Following these transactions, Bowe directly owned 174,874.6324 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)
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		6,776	A	$0	172,713.3424	D
Common Stock	03/02/2026		M		8,746	A	$0	181,459.3424	D
Common Stock	03/02/2026		A		468.29(1)	A	$0	181,927.6324	D
Common Stock	03/02/2026		F		7,053(2)	D	$65.29	174,874.6324	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 (2027)	(3)	03/02/2026		M			6,776	(4)	(4)	Common Stock	6,776	(3)	6,775	D
RESTRICTED SHARE UNIT (2026)	(3)	03/02/2026		M			8,746	(5)	(5)	Common Stock	8,746	(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 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.

5. 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:

	Patrick E. Bowe, 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.
* 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 did Andersons (ANDE) director Patrick E. Bowe report on this Form 4?

Patrick E. Bowe reported multiple equity transactions involving restricted share units and common stock. He converted vested restricted share units into shares, received an additional share grant, and had shares withheld to cover tax obligations related to these awards.

How many Andersons (ANDE) shares did Patrick E. Bowe acquire through RSU exercises?

Bowe acquired 6,776 and 8,746 shares of Andersons common stock through exercises of restricted share units. These conversions occurred at $0.00 per share, reflecting equity compensation vesting rather than open-market purchases of the stock.

What is the size of Patrick E. Bowe’s new share grant from Andersons (ANDE)?

He received a grant of 468.29 shares of Andersons common stock at $0.00 per share. Footnotes indicate this includes a dividend equivalent and forms part of his ongoing annual equity compensation package from the company.

Why were some Andersons (ANDE) shares disposed of in Patrick E. Bowe’s Form 4?

7,053 shares of Andersons common stock were disposed of at $65.29 per share to cover tax liabilities. This is a tax-withholding transaction tied to equity awards, not an open-market sale initiated for portfolio or trading purposes.

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

After all reported transactions, Bowe directly owns 174,874.6324 shares of Andersons common stock. This figure reflects the net result of restricted share unit conversions, new grants, and shares withheld to satisfy associated tax obligations.

Are the Andersons (ANDE) Form 4 transactions open-market buys or sells?

No open-market trades are reported. The Form 4 shows exercises of restricted share units into common stock, a new share grant, and a tax-withholding disposition where shares were delivered to cover tax liabilities tied to these equity awards.