What are performance share units (PSUs) in The Andersons (ANDE) Form 4 filing?

The filing describes PSUs as rights to receive The Andersons common stock after a three-year performance period. Some PSUs depend on cumulative fully diluted EPS; others depend on total shareholder return, with vesting on February 11, 2026, and excess unearned shares cancelled if performance targets are not met.

Equity awards vest for The Andersons (ANDE) VP & Treasurer Walz

Filing Impact

(Neutral)

Filing Sentiment

(Neutral)

Form Type

Rhea-AI Filing Summary

The Andersons VP & Treasurer Brian K. Walz reported equity award vesting and related share movements. On February 11, 2026, he acquired 1,884 and 697 shares of common stock at $0 per share through the conversion of performance share units tied to earnings and total shareholder return.

He also received 87.72 dividend-equivalent common shares at $0 and had 922 shares withheld at $69.11 per share to cover tax liabilities. After these transactions, he directly owned 19,982.661 shares of The Andersons common stock.

Insider Trade Summary

2,581 shares exercised/converted

Mixed 7 txns

Insider Walz Brian K.

Role VP & Treasurer

Type	Security	Shares	Price	Value
Exercise	PERFORMANCE SHARE UNIT (EPS) (2026)	1,884	$0.00	--
Exercise	PERFORMANCE SHARE UNIT (TSR) (2026)	697	$0.00	--
Disposition	PERFORMANCE SHARE UNIT (TSR) (2026)	1,187	$0.00	--
Exercise	Common Stock	1,884	$0.00	--
Exercise	Common Stock	697	$0.00	--
Grant/Award	Common Stock	87.72	$0.00	--
Tax Withholding	Common Stock	922	$69.11	$64K

Holdings After Transaction: PERFORMANCE SHARE UNIT (EPS) (2026) — 0 shares (Direct); PERFORMANCE SHARE UNIT (TSR) (2026) — 1,187 shares (Direct); Common Stock — 20,119.941 shares (Direct)

Footnotes (1)

Dividend equivalent received. Shares withheld to cover tax liability. Performance share units (PSUs) represent the right to receive common stock following a 3 year performance period. Number of underlying shares are determined by the three-year cumulative fully diluted EPS for the performance period. Each PSU vests and converts to common stock as of February 11, 2026. Performance share units (PSUs) represent the right to receive common stock following a 3 year performance period. Number of underlying shares are based upon the level of satisfaction of the total shareholder return for the performance period. PSU Vesting for fewer than allocated shares. Excess shares are being cancelled.

Form 4 Insider Transactions: What Each Field Means →

02/13/2026 - 01:52 PM

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^*

Walz Brian K.

(Last)

(First)

(Middle)

1947 BRIARFIELD BLVD

(Street)

MAUMEE

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 & Treasurer

3. Date of Earliest Transaction (Month/Day/Year)
02/11/2026

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	02/11/2026		M		1,884	A	$0	20,119.941	D
Common Stock	02/11/2026		M		697	A	$0	20,816.941	D
Common Stock	02/11/2026		A		87.72⁽¹⁾	A	$0	20,904.661	D
Common Stock	02/11/2026		F		922⁽²⁾	D	$69.11	19,982.661	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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
PERFORMANCE SHARE UNIT (EPS) (2026)	⁽³⁾	02/11/2026		M			1,884	⁽⁴⁾	⁽⁴⁾	Common Stock	1,884	⁽³⁾	0	D
PERFORMANCE SHARE UNIT (TSR) (2026)	⁽⁵⁾	02/11/2026		M			697	⁽⁴⁾	⁽⁴⁾	Common Stock	697	⁽⁵⁾	1,187	D
PERFORMANCE SHARE UNIT (TSR) (2026)	⁽⁵⁾	02/11/2026		D			1,187	⁽⁶⁾	⁽⁶⁾	Common Stock	1,187	⁽⁵⁾	0	D

Explanation of Responses:

1. Dividend equivalent received.

2. Shares withheld to cover tax liability.

3. Performance share units (PSUs) represent the right to receive common stock following a 3 year performance period. Number of underlying shares are determined by the three-year cumulative fully diluted EPS for the performance period.

4. Each PSU vests and converts to common stock as of February 11, 2026.

5. Performance share units (PSUs) represent the right to receive common stock following a 3 year performance period. Number of underlying shares are based upon the level of satisfaction of the total shareholder return for the performance period.

6. PSU Vesting for fewer than allocated shares. Excess shares are being cancelled.

Remarks:

	Brian K. Walz, by Melissa Trippel, Limited Power of Attorney	02/13/2026
	** 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.

Source: View Original Filing on SEC EDGAR

FAQ

What insider transactions did The Andersons (ANDE) executive Brian Walz report?

Brian K. Walz reported equity award activity, including performance share unit conversions into common stock, a dividend-equivalent share grant, and shares withheld for taxes. These actions are tied to existing compensation programs rather than open-market buying or selling of The Andersons (ANDE) shares.

How many The Andersons (ANDE) shares did Brian Walz acquire on February 11, 2026?

On February 11, 2026, Brian Walz acquired 1,884 and 697 The Andersons common shares via performance share unit conversions, plus 87.72 dividend-equivalent shares. All were recorded at $0 per share, reflecting stock-based compensation rather than cash purchases in the open market.

Why were 922 The Andersons (ANDE) shares disposed of in Brian Walz’s Form 4?

The Form 4 shows 922 The Andersons common shares disposed of at $69.11 per share as a tax-withholding transaction. These shares were withheld to satisfy tax liabilities related to equity awards, not sold as a discretionary open-market transaction by Brian Walz.

How many The Andersons (ANDE) shares does Brian Walz own after these transactions?

After the reported February 11, 2026 transactions, Brian Walz directly owned 19,982.661 The Andersons common shares. This balance reflects PSU conversions, dividend-equivalent share credits, and the 922-share tax-withholding disposition recorded at a price of $69.11 per share.