ANDE Form 4: Director logs RSU dividend equivalents and holdings

Rhea-AI Filing Summary

Andersons, Inc. (ANDE) director Pamela S. Hershberger filed a Form 4 for transactions on 10/22/2025. She reported additional restricted share units credited as dividend equivalents: 130.61 tied to a 2023 award and 78.15 tied to a 2024 award. Each unit represents the right to receive one share upon vesting.

Following these entries, she reported 14,275.402 shares of common stock beneficially owned directly. The 2023 and 2024 RSU awards vested one year from grant, and she has deferred distribution of these RSUs until her retirement date.

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

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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^*

Hershberger Pamela S

(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)
10/22/2025

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								14,275.402	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)	10/22/2025		A		130.61		(2)	(2)	Common Stock	130.61	$0(1)	3,204.61	D
RESTRICTED SHARE UNIT (2025)	(1)	10/22/2025		A		78.15		(3)	(3)	Common Stock	78.15	$0(1)	2,348.15	D

Explanation of Responses:

1. Each restricted share unit represents the right to receive, upon vesting, one share of the Issuer's common stock. These additional restricted share units represent dividends earned on the awards from vesting date through October 2025.

2. Restricted share units were granted on May 5, 2023 as part of the Issuer's annual equity grant. Restricted share units vested one year from the date of grant. Ms. Hershberger has deferred distribution of these RSUs until her retirement date.

3. Restricted share units were granted on May 9, 2024 as part of the Issuer's annual equity grant. Restricted share units vested one year from the date of grant. Ms. Hershberger has deferred distribution of these RSUs until her retirement date.

Remarks:

	Pamela S. Hershberger, by Melissa Trippel, Limited Power of Attorney	10/23/2025
	** 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.

FAQ

What did Andersons (ANDE) report in this Form 4?

A director reported RSU dividend-equivalent accruals of 130.61 (2023 award) and 78.15 (2024 award) on 10/22/2025.

How many ANDE common shares does the reporting person now hold?

She reported 14,275.402 shares of common stock beneficially owned directly after the reported transactions.

What do the RSU amounts 130.61 and 78.15 represent?

They represent dividends earned on prior RSU awards from vesting date through October 2025; each unit equals one share upon vesting.

When were the underlying RSU awards granted?

The 2023 award was granted on May 5, 2023, and the 2024 award on May 9, 2024, as part of annual equity grants.

What is the vesting and distribution status of these RSUs?

The awards vested one year from grant, and the director has deferred distribution until her retirement date.

What was the price listed for the RSU accrual transactions?

The RSU entries show a price of $0, consistent with dividend-equivalent accruals.