The Andersons Inc.

02/13/2026 | Press release | Distributed by Public on 02/13/2026 12:47

Statement of Changes in Beneficial Ownership (Form 4)

FORM 4
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 that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES 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
OMB Number: 3235-0287
Estimated average burden hours per response... 0.5
(Print or Type Responses)
1. Name and Address of Reporting Person *
Heide Weston
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)
Executive VP, Agribusiness
(Last) (First) (Middle)
P.O. BOX 119
3. Date of Earliest Transaction (Month/Day/Year)
02/11/2026
(Street)
MAUMEE, OH 43537
4. If Amendment, Date 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
(City) (State) (Zip)
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 1,458 A $ 0 18,352.613 D
Common Stock 02/11/2026 M 539 A $ 0 18,891.613 D
Common Stock 02/11/2026 A 67.87(1) A $ 0 18,959.483 D
Common Stock 02/11/2026 F 713(2) D $69.11 18,246.483 D
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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 control number. SEC 1474 (9-02)
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 Underlying Securities
(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 of Derivative Security: 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 1,458 (4) (4) Common Stock 1,458 (3) 0 D
PERFORMANCE SHARE UNIT (TSR) (2026) (5) 02/11/2026 M 539 (4) (4) Common Stock 539 (5) 919 D
PERFORMANCE SHARE UNIT (TSR) (2026) (5) 02/11/2026 D 919 (6) (6) Common Stock 919 (5) 0 D

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Heide Weston
P.O. BOX 119
MAUMEE, OH 43537
Executive VP, Agribusiness

Signatures

Weston Heide, by Melissa Trippel, Limited Power of Attorney 02/13/2026
**Signature of Reporting Person Date

Explanation of Responses:

* 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).
(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.
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.
The Andersons Inc. published this content on February 13, 2026, and is solely responsible for the information contained herein. Distributed via EDGAR on February 13, 2026 at 18:47 UTC. If you believe the information included in the content is inaccurate or outdated and requires editing or removal, please contact us at [email protected]