Andersons (ANDE) EVP Sarah Zibbel Exercises RSUs, Withholds Shares

What Happened
Sarah Zibbel, EVP & Chief Human Resources Officer of Andersons, converted/redeemed restricted share units (RSUs) into common stock and had shares withheld to cover taxes. On 2026-09-02 she recorded an exercise/conversion (code M) that resulted in 1,944 shares being acquired (listed at $0.00). To satisfy tax obligations, 602 of those shares were withheld and disposed at $64.87 each for a total tax payment of $39,052 (code F). Separately, on 2026-09-01 she received 69.675 shares in lieu of a cash dividend (code F).

Key Details

• Dates and transactions:
  • 2026-09-01: 69.675 shares received in lieu of cash dividend (F) — $0.00 price listed.
  • 2026-09-02: 1,944 shares acquired via exercise/conversion of derivative (M) — $0.00 listed.
  • 2026-09-02: 602 shares withheld/disposed to cover tax liability (F) — 602 shares x $64.87 = $39,052.
  • Filing accession: 0000821026-26-000128; filed 2026-09-03.
• Shares owned after transaction: Not reported in the provided excerpt of the filing.
• Footnotes of note:
  • F1: Shares in lieu of cash dividend.
  • F2: Shares withheld to cover tax liability.
  • F3: Each restricted share unit (RSU) converts to one common share upon vesting.
  • F4: The RSUs were granted Sept 1, 2023 and vest on a graded schedule over three years.
• Timeliness: Transactions occurred Sept 1–2, 2026 and the Form 4 was filed Sept 3, 2026; this appears to be a timely filing (Form 4 is due within two business days of the transaction).

Context
This filing reflects RSU vesting/conversion and routine tax withholding rather than an open-market buy or voluntary sale. The 602-share disposition was a tax-withholding event (common on vesting), which should not be interpreted as an active decision to sell shares for investment reasons. RSUs convert to shares when they vest; here those vested units were converted and a portion was surrendered to cover taxes.