Andersons (ANDE) VP gets RSU grant as shares withheld for taxes

Rhea-AI Filing Summary

Andersons, Inc. vice president of strategy, planning and development Anne G. Rex reported several equity transactions. She received a grant of 1,031 restricted share units on March 2, 2026, plus a dividend-equivalent award of 37.84 common shares. Previously granted restricted share units from 2023–2025 were partially exercised, delivering common stock at no cash cost and bringing her direct common stock holdings to 26,453.33 shares. To cover tax liabilities, 463 common shares were withheld at a price of $65.29 per share.

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^*

Rex Anne G

(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, Strategy, Planning and Dev

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		521	A	$0	25,849.49	D
Common Stock	03/02/2026		M		402	A	$0	26,251.49	D
Common Stock	03/02/2026		M		627	A	$0	26,878.49	D
Common Stock	03/02/2026		A		37.84(1)	A	$0	26,916.33	D
Common Stock	03/02/2026		F		463(2)	D	$65.29	26,453.33	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		1,031		(4)	(4)	Common Stock	1,031	(3)	1,031	D
RESTRICTED SHARE UNIT (2028)	(3)	03/02/2026		M			521	(5)	(5)	Common Stock	521	(3)	1,041	D
RESTRICTED SHARE UNIT (2027)	(3)	03/02/2026		M			402	(6)	(6)	Common Stock	402	(3)	803	D
RESTRICTED SHARE UNIT (2026)	(3)	03/02/2026		M			627	(7)	(7)	Common Stock	627	(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:

	Anne G. Rex, 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).
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FAQ

What insider transactions did Andersons (ANDE) report for Anne G. Rex?

Anne G. Rex reported multiple 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 transactions occurred on March 2, 2026, and are reported as direct ownership changes.

How many restricted share units were granted to Anne G. Rex at Andersons (ANDE) in 2026?

She received 1,031 restricted share units on March 2, 2026. The footnotes explain these units were granted as part of Andersons’ annual equity grant program and follow a graded vesting schedule over three years from the grant date, aligning compensation with multi-year company performance.

What is the vesting schedule for Andersons (ANDE) restricted share units granted to Anne G. Rex?

Restricted share units granted in 2023, 2024, 2025, and 2026 vest on a graded schedule over three years from each grant date. Upon vesting, each unit converts into one share of Andersons common stock, directly linking long-term compensation to share value over time.

How many Andersons (ANDE) shares were withheld to cover Anne G. Rex’s tax obligations?

A total of 463 common shares were disposed of through withholding at $65.29 per share to cover tax liabilities. This transaction is coded as “F,” indicating payment of tax obligations by delivering shares rather than an open-market sale, and reduced her reported holdings accordingly.

What is Anne G. Rex’s direct common stock ownership in Andersons (ANDE) after these transactions?

After the March 2, 2026 transactions, her direct ownership stands at 26,453.33 common shares. This figure reflects shares received from restricted share unit conversions, the dividend-equivalent stock award, and the 463 shares withheld to satisfy tax obligations associated with the equity awards.

How do Andersons (ANDE) restricted share units held by Anne G. Rex convert into common stock?

Each restricted share unit represents the right to receive one share of Andersons common stock upon vesting. As units from the 2023–2026 grants vest under their three-year graded schedules, they are exercised or converted, increasing her common stock holdings without requiring a cash purchase.