Andersons (NASDAQ: ANDE) VP converts PSUs, withholds shares for taxes

Rhea-AI Filing Summary

The Andersons, Inc. executive Michael T. Hoelter reported multiple equity compensation transactions on February 11, 2026. He exercised performance share units (PSUs) that converted into 1,672 shares of common stock tied to EPS performance and 619 shares tied to total shareholder return.

After these PSU conversions, a dividend equivalent award added 77.86 shares at no cost. To satisfy tax obligations, 804 shares of common stock were withheld at a price of $69.11 per share. Following all transactions, Hoelter directly owned 16,016.2214 shares of Andersons common stock.

In the derivative table, the EPS-based PSU award of 1,672 units and a 1,053-unit TSR PSU tranche were fully converted or cancelled, leaving zero EPS PSUs and 1,053 TSR PSUs before that TSR portion was then disposed of back to the issuer.

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^*

Hoelter Michael T.

(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, Corp Controller & IR

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		1,672	A	$0	16,123.3614	D
Common Stock	02/11/2026		M		619	A	$0	16,742.3614	D
Common Stock	02/11/2026		A		77.86(1)	A	$0	16,820.2214	D
Common Stock	02/11/2026		F		804(2)	D	$69.11	16,016.2214	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			1,672	(4)	(4)	Common Stock	1,672	$0(3)	0	D
PERFORMANCE SHARE UNIT (TSR) (2026)	(5)	02/11/2026		M			619	(4)	(4)	Common Stock	619	$0(5)	1,053	D
PERFORMANCE SHARE UNIT (TSR) (2026)	(5)	02/11/2026		D			1,053	(6)	(6)	Common Stock	1,053	$0(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:

	Michael T. Hoelter, 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 Michael Hoelter report?

Michael Hoelter reported PSU conversions into common stock, a dividend equivalent share award, and tax-related share withholding. He converted 1,672 EPS-based PSUs and 619 TSR-based PSUs into common shares, received 77.86 additional shares as a dividend equivalent, and had 804 shares withheld at $69.11 to cover tax liability.

How many Andersons (ANDE) shares does Michael Hoelter own after these Form 4 transactions?

After the reported transactions, Michael Hoelter directly owns 16,016.2214 shares of Andersons common stock. This balance reflects PSU conversions into stock, the 77.86-share dividend equivalent award, and the withholding of 804 shares to satisfy associated tax obligations on the equity compensation.

What equity awards were exercised or converted in the ANDE Form 4 filing?

Hoelter exercised performance share units that converted into common stock. These included 1,672 EPS-based PSUs and 619 TSR-based PSUs, both with a three-year performance period. The filing notes that PSU vesting depended on cumulative fully diluted EPS and total shareholder return over the performance period.

Why were 804 Andersons (ANDE) shares disposed of in the Form 4 filing?

The 804 shares were withheld to cover tax liability related to the equity awards. The filing identifies this as a tax-withholding disposition at a price of $69.11 per share, meaning shares were delivered to satisfy taxes instead of Hoelter paying cash to the company or tax authorities.

What happened to the TSR-based performance share units in this ANDE Form 4?

TSR-based PSUs were partially converted and partially cancelled. A 619-unit TSR PSU award converted to common stock, while 1,053 TSR PSUs were later disposed of to the issuer. A footnote explains that PSU vesting occurred for fewer than allocated shares, and the excess units were cancelled.

How do Andersons (ANDE) performance share units work according to this filing?

The filing explains that PSUs give the right 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. Each PSU vests and converts to common stock as of February 11, 2026.