Andersons (ANDE) Insider: Zibbel Receives RSUs, Shares Withheld for Taxes

Rhea-AI Filing Summary

Sarah J. Zibbel, EVP & Chief HR Officer and director of Andersons, Inc. (ANDE), reported transactions dated 09/02/2025. She was credited with 1,945 restricted share units (RSUs) (recorded as common stock), received 72.759 shares in lieu of a cash dividend, and 618 shares were withheld to satisfy tax withholding at a price of $40.90 per share. After these transactions, her reported beneficial ownership totaled 3,162.349 shares. The RSUs were originally granted on 09/01/2023 with a graded vesting schedule over three years. The Form 4 was signed by a limited power of attorney on 09/04/2025.

Positive

• RSU grant and vesting disclosed, including original grant date (09/01/2023) and graded three-year vesting schedule
• Dividend reinvestment into 72.759 shares demonstrates ongoing equity alignment with shareholders
• Complete transaction details provided: dates, share amounts, withholding amount, and price ($40.90) for withheld shares

Negative

• Shares withheld for taxes (618 shares) reduced reported beneficial ownership
• Net decrease in holdings compared with pre-transaction level (resulting in 3,162.349 shares)

Insights

Financial Analyst

TL;DR: Routine executive compensation-related transactions with modest net share change; no new market-moving information.

The filing documents standard compensation mechanics: grant vesting, dividend reinvestment in shares, and tax withholding via share disposition. The net reduction from withholding (618 shares) partially offsets the grant and dividend credits, resulting in a reported holding of 3,162.349 shares. No option exercises, loans, or unusual dispositions are shown. This appears to be administrative execution of vested compensation rather than a signal of material change in ownership or corporate strategy.

Corporate Governance Expert

TL;DR: Disclosure complies with Section 16 reporting norms; details on RSU grant and vesting are provided.

The Form 4 identifies the reporting persons role and the nature of transactions: RSU vesting, dividend issuance in shares, and withholding for taxes. Grant date and graded vesting schedule (09/01/2023 over three years) are disclosed, which supports transparency on executive compensation realization. The signature via limited power of attorney is noted, consistent with standard filing practice.

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^*

Zibbel Sarah

(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)
	EVP & Chief HR Officer

3. Date of Earliest Transaction (Month/Day/Year)
09/02/2025

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	09/02/2025		M		1,945	A	$0	3,707.59	D
Common Stock	09/02/2025		A(1)		72.759	A	$0	3,780.349	D
Common Stock	09/02/2025		F(2)		618	D	$40.9	3,162.349	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 (2026)	(3)	09/02/2025		M			1,945	(4)	(4)	Common Stock	1,945	(3)	1,944	D

Explanation of Responses:

1. Shares in lieu of cash dividend.

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 September 1, 2023, in conjunction with Ms. Zibbel's hiring. Restricted share units have a graded vesting schedule over the three-year period from date of grant.

Remarks:

	Sarah J. Zibbel, by Melissa Trippel, Limited Power of Attorney	09/04/2025
	** 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 transactions did Sarah J. Zibbel report on Form 4 for ANDE?

The Form 4 reports receipt of 1,945 RSUs, 72.759 shares in lieu of a cash dividend, and 618 shares withheld for taxes at $40.90 per share, all dated 09/02/2025.

How many shares does Sarah Zibbel beneficially own after the reported transactions (ANDE)?

After the reported transactions, her beneficial ownership is 3,162.349 shares.

When were the RSUs granted and what is their vesting schedule?

The RSUs were granted on 09/01/2023 in conjunction with hiring and have a graded vesting schedule over three years.

What price was used for the shares withheld to cover tax liability?

The shares withheld to cover tax liability were reported at a price of $40.90 per share.

Who signed the Form 4 filing for Sarah J. Zibbel?

The Form 4 was signed on behalf of Sarah J. Zibbel by Melissa Trippel under a Limited Power of Attorney on 09/04/2025.