Andersons CFO (ANDE) converts PSUs to stock and uses shares for taxes

Rhea-AI Filing Summary

Andersons, Inc. EVP & Chief Financial Officer Brian A. Valentine reported equity compensation activity. On February 11, 2026 he converted 8,528 EPS-based and 3,155 TSR-based performance share units into common stock at $0 per share following a three-year performance period.

He also received 397.05 dividend-equivalent common shares and used 3,542 shares at $69.11 per share to cover tax withholding, leaving 97,580.33 common shares held directly after these transactions.

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^*

Valentine Brian A

(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)
	EVP & Chief Financial Officer

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		8,528	A	$0	97,570.28	D
Common Stock	02/11/2026		M		3,155	A	$0	100,725.28	D
Common Stock	02/11/2026		A		397.05(1)	A	$0	101,122.33	D
Common Stock	02/11/2026		F		3,542(2)	D	$69.11	97,580.33	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			8,528	(4)	(4)	Common Stock	8,528	(3)	0	D
PERFORMANCE SHARE UNIT (TSR) (2026)	(5)	02/11/2026		M			3,155	(4)	(4)	Common Stock	3,155	(5)	5,373	D
PERFORMANCE SHARE UNIT (TSR) (2026)	(5)	02/11/2026		D			5,373	(6)	(6)	Common Stock	5,373	(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:

	Brian A. Valentine, 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 insider transaction did Andersons, Inc. (ANDE) report for its CFO?

Andersons, Inc. reported that EVP & CFO Brian A. Valentine converted performance share units into common stock and handled related tax withholding on February 11, 2026. The activity reflects equity compensation vesting rather than an open-market stock purchase or sale.

How many performance share units did the Andersons (ANDE) CFO convert into common stock?

The CFO converted 8,528 EPS-based and 3,155 TSR-based performance share units into common stock at $0 per share. These units vested after a three-year performance period tied to earnings per share and total shareholder return metrics disclosed in the filing footnotes.

How many Andersons (ANDE) shares does the CFO own after the reported Form 4 transactions?

After the reported transactions, the CFO directly owns 97,580.33 shares of Andersons common stock. This figure reflects PSU conversions, dividend-equivalent shares, and shares withheld to cover taxes, all occurring on February 11, 2026, as detailed in the Form 4 tables.

What was the purpose of the 3,542 Andersons (ANDE) shares disposed of by the CFO?

The CFO disposed of 3,542 common shares at $69.11 per share to satisfy tax withholding obligations. The transaction is coded “F,” meaning payment of tax liability by delivering securities, rather than an ordinary open-market sale for investment or diversification purposes.

What are the performance conditions on Andersons (ANDE) EPS and TSR performance share units?

The EPS PSUs depend on three-year cumulative fully diluted EPS, while TSR PSUs depend on total shareholder return over the same period. Upon vesting on February 11, 2026, each vested PSU converts into common stock, with any excess TSR units cancelled if performance thresholds are not fully met.

Did Andersons (ANDE) CFO receive any dividend-equivalent shares in this Form 4?

Yes. The CFO received 397.05 common shares as a dividend equivalent, recorded as an acquisition at $0 per share. Dividend equivalents provide additional shares reflecting dividends that would have been paid on underlying awards during the performance period.