Director at Andersons (ANDE) granted additional restricted share units

Rhea-AI Filing Summary

Andersons, Inc. director Gary A. Douglas reported small equity-based awards tied to his existing grants. On January 27, 2026, he received 10.638 restricted share units (2024 grant) and 7.795 restricted share units (2025 grant), both at a price of $0 as awards of dividend equivalents.

Each restricted share unit represents the right to receive one share of Andersons common stock upon vesting, with the 2023 and 2024 annual equity grants vesting one year from their respective grant dates. After these transactions, Douglas directly holds 3,215.248 RSUs from the 2024 grant, 2,355.945 RSUs from the 2025 grant, and 9,002.612 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^*

Douglas Gary A.

(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)
01/27/2026

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								9,002.612	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 (2024)	(1)	01/27/2026		A		10.638		(2)	(2)	Common Stock	10.638(3)	$0(1)	3,215.248	D
RESTRICTED SHARE UNIT (2025)	(1)	01/27/2026		A		7.795		(4)	(4)	Common Stock	7.795(3)	$0(1)	2,355.945	D

Explanation of Responses:

1. Each restricted share unit represents the right to receive, upon vesting, one share of the Issuer's common stock.

2. Restricted share units were granted on May 5, 2023 as part of the Issuer's annual equity grant. Restricted share units vest one year from the date of grant

3. Dividend equivalent received.

4. Restricted share units were granted on May 9, 2024 as part of the Issuer's annual equity grant. Restricted share units vest one year from the date of grant.

Remarks:

	Gary A. Douglas, by Melissa Trippel, Limited Power of Attorney	01/29/2026
	** 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 transaction did Andersons (ANDE) report for Gary A. Douglas?

Andersons reported that director Gary A. Douglas received additional restricted share units on January 27, 2026. These awards were small dividend-equivalent grants linked to his existing 2024 and 2025 annual equity grants, with no cash price per unit.

How many new restricted share units did Gary A. Douglas receive at Andersons (ANDE)?

Douglas received 10.638 restricted share units tied to his 2024 grant and 7.795 units tied to his 2025 grant. Both awards were granted at a price of $0 as dividend-equivalent additions to prior equity grants.

What does each restricted share unit for Andersons (ANDE) represent for Gary A. Douglas?

Each restricted share unit gives Douglas the right to receive one share of Andersons common stock when it vests. The filing notes these units come from the company’s annual equity grants, which vest one year from their original grant dates in 2023 and 2024.

How many Andersons (ANDE) restricted share units does Gary A. Douglas hold after this Form 4?

After the reported transactions, Douglas holds 3,215.248 restricted share units from the 2024 grant and 2,355.945 units from the 2025 grant. These figures reflect cumulative awards, including the small dividend-equivalent additions reported on January 27, 2026.

How many Andersons (ANDE) common shares does Gary A. Douglas own directly?

Douglas directly owns 9,002.612 shares of Andersons common stock following the reported transactions. This holding is separate from his restricted share units, which will convert into additional common shares only if and when they vest under the equity grant terms.

Were the Andersons (ANDE) restricted share unit awards to Gary A. Douglas purchased or granted?

The restricted share units were granted at a price of $0 per unit, not purchased in the market. The filing describes them as part of annual equity grants and as dividend-equivalent awards that increase the number of units tied to prior grants.