Andersons (ANDE) VP logs PSU vesting, share awards and tax withholding

Rhea-AI Filing Summary

The Andersons, Inc. vice president Anne G. Rex reported multiple equity award transactions involving common stock and performance share units. On February 11, 2026, 1,884 EPS-based and 697 TSR-based performance share units were exercised and converted into common shares at $0 per share, along with 87.72 dividend-equivalent shares.

To cover tax liabilities, 889 common shares were withheld at $69.11 per share. After these vesting, conversion, award, and tax-withholding transactions, Rex directly held 25,328.49 shares of Andersons common stock as reported.

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)
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		1,884	A	$0	25,432.77	D
Common Stock	02/11/2026		M		697	A	$0	26,129.77	D
Common Stock	02/11/2026		A		87.72(1)	A	$0	26,217.49	D
Common Stock	02/11/2026		F		889(2)	D	$69.11	25,328.49	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			1,884	(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:

	Anne G. Rex, 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.
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FAQ

What did Anne G. Rex report in this Form 4 for ANDE?

Anne G. Rex reported vesting and conversion of performance share units into common stock and related tax-withholding. Transactions included EPS- and TSR-based PSUs converting to shares, a dividend-equivalent share award, and shares withheld to satisfy tax obligations, all on February 11, 2026.

How many Andersons (ANDE) shares did Anne G. Rex acquire from PSU conversions?

Anne G. Rex acquired 1,884 common shares from EPS-based performance share units and 697 common shares from TSR-based performance share units. These units converted to stock at $0 per share following a three-year performance period and vesting on February 11, 2026.

Why were some Andersons (ANDE) shares withheld in this Form 4 filing?

The filing shows 889 common shares were disposed of under transaction code F to cover tax liabilities. These shares were withheld at a price of $69.11 per share as part of the settlement of vested equity awards rather than an open-market sale.

What is Anne G. Rex’s reported Andersons (ANDE) share ownership after these transactions?

Following the reported vesting, conversions, awards, and tax-withholding disposition, Anne G. Rex directly held 25,328.49 shares of Andersons common stock. This figure reflects her updated direct beneficial ownership after all February 11, 2026 transactions recorded in the Form 4.

How were Andersons (ANDE) performance share units structured for Anne G. Rex?

The performance share units represent rights to receive common stock after a three-year performance period. EPS-based PSUs depend on three-year cumulative fully diluted EPS, while TSR-based PSUs depend on total shareholder return levels over the same period before converting to shares.

What happened to the remaining TSR performance share units in the ANDE filing?

The filing shows a disposition of 1,187 TSR performance share units back to the issuer. A footnote explains that vesting occurred for fewer than the originally allocated shares, so excess units were cancelled rather than converted into Andersons common stock.