Executive VP at The Andersons (NASDAQ: ANDE) reports PSU vesting, tax share withholding

Rhea-AI Filing Summary

The Andersons, Inc. executive Weston Heide reported equity award vesting and related share movements. On February 11, 2026, performance share units converted into 1,458 and 539 shares of common stock at an exercise price of $0 per share, reflecting PSU vesting tied to earnings and total shareholder return goals.

He also acquired 67.87 dividend-equivalent shares and had 713 shares withheld at $69.11 per share to cover tax liabilities. A block of 919 TSR-linked PSUs was cancelled after vesting for fewer than the originally allocated shares. Following these transactions, Heide directly owned 18,246.483 Andersons common shares.

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^*

Heide Weston

(Last) (First) (Middle)

P.O. BOX 119

(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)
	Executive VP, Agribusiness

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)
			Code	V	Amount	(A) or (D)	Price
Common Stock	02/11/2026		M		1,458	A	$0	18,352.613	D
Common Stock	02/11/2026		M		539	A	$0	18,891.613	D
Common Stock	02/11/2026		A		67.87(1)	A	$0	18,959.483	D
Common Stock	02/11/2026		F		713(2)	D	$69.11	18,246.483	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
PERFORMANCE SHARE UNIT (EPS) (2026)	(3)	02/11/2026		M			1,458	(4)	(4)	Common Stock	1,458	(3)	0	D
PERFORMANCE SHARE UNIT (TSR) (2026)	(5)	02/11/2026		M			539	(4)	(4)	Common Stock	539	(5)	919	D
PERFORMANCE SHARE UNIT (TSR) (2026)	(5)	02/11/2026		D			919	(6)	(6)	Common Stock	919	(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:

	Weston Heide, by Melissa Trippel, Limited Power of Attorney	02/13/2026
	** Signature of Reporting Person	Date
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FAQ

What insider transactions did ANDE executive Weston Heide report on February 11, 2026?

Weston Heide reported PSU vesting that converted into 1,458 and 539 common shares at $0 per share, a 67.87-share dividend equivalent, and 713 shares withheld at $69.11 for taxes. After these actions, he directly held 18,246.483 Andersons common shares.

How many Andersons (ANDE) shares does Weston Heide own after the reported Form 4 transactions?

After the reported transactions, Executive VP, Agribusiness Weston Heide directly owns 18,246.483 shares of Andersons common stock. This balance reflects PSU conversions, a small dividend-equivalent share grant, tax withholding of 713 shares, and cancellation of 919 performance share units that did not fully vest.

What performance share units vested for Andersons (ANDE) executive Weston Heide in 2026?

Two types of PSUs vested: EPS-based 2026 units converting into 1,458 common shares, and TSR-based 2026 units converting into 539 shares. Both were tied to a three-year performance period, with vesting and conversion to common stock occurring as of February 11, 2026.

Why were 713 Andersons (ANDE) shares disposed of in Weston Heide’s Form 4 filing?

The 713 shares were not an open-market sale; they were withheld at $69.11 per share to satisfy tax liabilities arising from the vesting and conversion of performance share units. This tax-withholding disposition reduced his post-transaction direct holdings to 18,246.483 shares.

What happened to the 919 TSR performance share units reported by Andersons (ANDE) executive Weston Heide?

The filing shows 919 TSR-linked performance share units as a disposition to the issuer. A footnote explains PSU vesting for fewer than allocated shares, with excess units being cancelled after the performance period, leaving no remaining TSR PSUs of that 2026 grant.

How are Andersons (ANDE) performance share units structured for Weston Heide’s awards?

The EPS and TSR PSUs give the right to receive common stock after a three-year performance period. EPS units depend on three-year cumulative fully diluted EPS, while TSR units depend on total shareholder return. Each PSU vests and converts to common stock as of February 11, 2026.