Andersons (ANDE) CEO logs RSU grant, vesting and tax share withholding

Rhea-AI Filing Summary

Andersons, Inc. President and CEO William E. Krueger reported a series of equity-compensation transactions dated March 2, 2026. He received a grant of 22,920 restricted share units as part of the annual equity award, which vest over three years. Several prior restricted share unit awards were exercised into common stock, and 9,239 common shares were withheld at a price of 65.2900 per share to cover tax liabilities. After these transactions, he directly held 71,799.244 common shares, in addition to 443,339 common shares held indirectly through the William E. Krueger Beneficiary Trust.

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^*

Krueger William E.

(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)
	President and CEO

3. Date of Earliest Transaction (Month/Day/Year)
03/02/2026

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	03/02/2026		M		9,464	A	$0	69,672.944	D
Common Stock	03/02/2026		M		4,768	A	$0	74,440.944	D
Common Stock	03/02/2026		M		6,154	A	$0	80,594.944	D
Common Stock	03/02/2026		A		443.3(1)	A	$0	81,038.244	D
Common Stock	03/02/2026		F		9,239(2)	D	$65.29	71,799.244	D
Common Stock								443,339	I	William E. Krueger Beneficiary Trust

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 (2029)	(3)	03/02/2026		A		22,920		(4)	(4)	Common Stock	22,920	(3)	22,920	D
RESTRICTED SHARE UNIT (2028)	(3)	03/02/2026		M			9,464	(5)	(5)	Common Stock	9,464	(3)	18,925	D
RESTRICTED SHARE UNIT (2027)	(3)	03/02/2026		M			4,768	(6)	(6)	Common Stock	4,768	(3)	4,768	D
RESTRICTED SHARE UNIT (2026)	(3)	03/02/2026		M			6,154	(7)	(7)	Common Stock	6,154	(3)	0	D

Explanation of Responses:

1. Dividend equivalent received.

2. Shares withheld to cover tax liability.

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

4. Restricted share units were granted on March 2, 2026 as part of the Issuer's annual equity grant. Restricted share units have a graded vesting schedule over the three-year period from date of grant.

5. Restricted share units were granted on March 3, 2025 as part of the Issuer's annual equity grant. Restricted share units have a graded vesting schedule over the three-year period from date of grant.

6. Restricted share units were granted on March 1, 2024 as part of the Issuer's annual equity grant. Restricted share units have a graded vesting schedule over the three-year period from date of grant.

7. Restricted share units were granted on March 1, 2023 as part of the Issuer's annual equity grant. Restricted share units have a graded vesting schedule over the three-year period from date of grant.

Remarks:

	William E. Krueger, by Melissa Trippel, Limited Power of Attorney	03/04/2026
	** 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 insider transactions did ANDE CEO William E. Krueger report on March 2, 2026?

Krueger reported equity-compensation activity on March 2, 2026. He received a grant of 22,920 restricted share units and exercised several prior awards into common stock, while shares were also withheld to cover related tax liabilities.

How many restricted share units did the ANDE CEO receive in the latest grant?

William E. Krueger received 22,920 restricted share units on March 2, 2026. The filing notes this was part of Andersons’ annual equity grant program, with the units vesting on a graded schedule over three years from the grant date.

Were any ANDE shares sold by the CEO in the open market in this Form 4?

The Form 4 shows no open-market sales by the CEO. Instead, 9,239 common shares were disposed of under code “F,” meaning they were withheld at a price of $65.29 per share solely to satisfy tax liabilities on equity awards.

What is William E. Krueger’s direct common stock holding in Andersons after these transactions?

After the reported transactions, Krueger directly held 71,799.244 shares of Andersons common stock. This reflects the net impact of restricted share unit exercises, the new stock grant, and shares withheld to cover associated tax obligations.

How many ANDE shares are held for William E. Krueger through the Beneficiary Trust?

The filing reports 443,339 Andersons common shares held indirectly through the William E. Krueger Beneficiary Trust. These shares are listed as indirect ownership, separate from the CEO’s directly held common stock position disclosed in the same Form 4.

How do the ANDE CEO’s restricted share units vest over time?

The restricted share units granted to Krueger vest on a graded basis over three years. Footnotes explain that the 2023, 2024, 2025, and 2026 annual equity grants each follow this three-year graded vesting schedule from their respective grant dates.