Andersons (NASDAQ: ANDE) director boosts stake with RSU exercise and new grant

Rhea-AI Filing Summary

Andersons, Inc. director Douglas Gary A. reported routine equity compensation activity involving common stock and restricted share units. On May 7, 2026, he received 39.089 shares of common stock as shares in lieu of a cash dividend, increasing his direct common stock holdings to 12,441.941 shares.

He also exercised 3,376 restricted share units (2026) into common stock and received a new annual equity grant of 1,746 restricted share units (2027), each unit representing the right to one share of common stock upon vesting. Additional restricted share units from 2024 and 2025 remain outstanding and continue to represent future rights to common shares.

Insider Trade Summary

3,376 shares exercised/converted

Mixed 6 txns

Insider Douglas Gary A.

Role null

Type	Security	Shares	Price	Value
Exercise	RESTRICTED SHARE UNIT (2026)	3,376	$0.00	--
Grant/Award	RESTRICTED SHARE UNIT (2027)	1,746	$0.00	--
Exercise	Common Stock	3,376	$0.00	--
Grant/Award	Common Stock	39.089	$0.00	--
holding	RESTRICTED SHARE UNIT (2025)	--	--	--
holding	RESTRICTED SHARE UNIT (2024)	--	--	--

Holdings After Transaction: RESTRICTED SHARE UNIT (2026) — 0 shares (Direct, null); RESTRICTED SHARE UNIT (2027) — 1,746 shares (Direct, null); Common Stock — 12,402.852 shares (Direct, null); RESTRICTED SHARE UNIT (2025) — 2,362.169 shares (Direct, null); RESTRICTED SHARE UNIT (2024) — 3,223.743 shares (Direct, null)

Footnotes (1)

1. Shares in lieu of cash dividend. Each restricted share unit represents the right to receive, upon vesting, one share of the Issuer's common stock. Restricted share units were granted on May 8, 2025 as part of the Issuer's annual equity grant. Restricted share units vest one year from the date of grant. Restricted share units were granted on May 7, 2026 as part of the Issuer's annual equity grant. Restricted share units vest one year from the date of grant. 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. 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.

Key Figures

Dividend-equivalent shares: 39.089 shares RSUs exercised (2026 grant): 3,376 shares New RSU grant (2027): 1,746 units +3 more

6 metrics

Dividend-equivalent shares 39.089 shares Shares in lieu of cash dividend on May 7, 2026

RSUs exercised (2026 grant) 3,376 shares Exercise or conversion of restricted share units into common stock

New RSU grant (2027) 1,746 units Restricted share units granted as annual equity award

Common stock held after transactions 12,441.941 shares Direct holdings of Andersons, Inc. common stock after May 7, 2026

Outstanding RSUs (2024 grant) 3,223.743 underlying shares Restricted share units representing future rights to common stock

Outstanding RSUs (2025 grant) 2,362.169 underlying shares Restricted share units representing future rights to common stock

Key Terms

restricted share unit, shares in lieu of cash dividend, annual equity grant, derivative security

4 terms

restricted share unit financial

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

A restricted share unit (RSU) is a promise by a company to give an employee a set number of company shares at a future date, typically after meeting time or performance conditions. For investors, RSUs matter because when they convert into actual shares they increase the number of shares outstanding (like unlocking more tickets in a game), which can dilute existing holders, and they align employee incentives with company performance, influencing behavior and long-term value.

shares in lieu of cash dividend financial

"Shares in lieu of cash dividend."

annual equity grant financial

"Restricted share units were granted on May 7, 2026 as part of the Issuer's annual equity grant."

derivative security financial

"Exercise or conversion of derivative security"

A derivative security is a financial contract whose value comes from the price or performance of something else, such as a stock, bond, commodity, or market index. For investors it acts like an insurance policy or a wager: it can be used to protect against losses, lock in prices, or amplify gains and losses, so it can change a portfolio’s risk and potential return without owning the underlying asset directly.

Form 4 Insider Transactions: What Each Field Means →

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^*

Douglas Gary A.

(Last) (First) (Middle)

1947 BRIARFIELD BLVD

(Street)

MAUMEE OHIO 43537

(City) (State) (Zip)

UNITED STATES

(Country)

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)

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
05/07/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

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	05/07/2026		M		3,376	A	$0	12,402.852	D
Common Stock	05/07/2026		A(1)		39.089	A	$0	12,441.941	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 (2026)	(2)	05/07/2026		M			3,376	(3)	(3)	Common Stock	3,376	(2)	0	D
RESTRICTED SHARE UNIT (2027)	(2)	05/07/2026		A		1,746		(4)	(4)	Common Stock	1,746	(2)	1,746	D
RESTRICTED SHARE UNIT (2025)	(2)							(5)	(5)	Common Stock	2,362.169		2,362.169	D
RESTRICTED SHARE UNIT (2024)	(2)							(6)	(6)	Common Stock	3,223.743		3,223.743	D

Explanation of Responses:

1. Shares in lieu of cash dividend.

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

3. Restricted share units were granted on May 8, 2025 as part of the Issuer's annual equity grant. Restricted share units vest one year from the date of grant.

4. Restricted share units were granted on May 7, 2026 as part of the Issuer's annual equity grant. Restricted share units vest one year from the date of grant.

5. 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.

6. 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.

Remarks:

	Gary A. Douglas, by Melissa Trippel, Limited Power of Attorney	05/08/2026
	** 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.
* Form 4: SEC 1474 (03-26)

FAQ

What insider activity did Andersons, Inc. (ANDE) report for Douglas Gary A.?

Andersons, Inc. director Douglas Gary A. reported routine equity compensation activity, including a small stock dividend, an option-style exercise of restricted share units, and a new restricted share unit grant as part of the company’s annual equity grant program.

How many Andersons, Inc. (ANDE) shares does Douglas Gary A. hold after this Form 4?

Following the reported transactions, Douglas Gary A. directly holds 12,441.941 shares of Andersons, Inc. common stock. This figure reflects his position after receiving dividend-equivalent shares and exercising certain restricted share units into common shares.

What new equity awards did Douglas Gary A. receive from Andersons, Inc. (ANDE)?

He received a new grant of 1,746 restricted share units (2027). Each unit represents the right to receive one share of Andersons, Inc. common stock upon vesting, as part of the issuer’s regular annual equity grant program.

Did the Andersons, Inc. (ANDE) director sell any shares in this Form 4?

The Form 4 does not show any open-market sales by the director. Reported transactions are grants, dividend-equivalent shares, and an exercise of restricted share units, all of which increase or maintain his exposure to Andersons, Inc. common stock.

What restricted share units remain outstanding for the Andersons, Inc. (ANDE) director?

Outstanding awards include restricted share units tied to 2024 and 2025 grants, covering 3,223.743 and 2,362.169 underlying common shares respectively, plus the new 1,746-unit 2027 grant, which vest according to each grant’s one-year vesting terms.

What does “shares in lieu of cash dividend” mean for Andersons, Inc. (ANDE) insiders?

“Shares in lieu of cash dividend” means the director received company shares instead of a cash dividend payment. In this filing, he was credited with 39.089 common shares, slightly increasing his direct ownership instead of receiving cash.