Valentine Brian A 4
4 · Andersons, Inc. · Filed Feb 13, 2026
Research Summary
AI-generated summary of this filing
Andersons (ANDE) CFO Brian A. Valentine Exercises Options; Shares Withheld
What Happened
Brian A. Valentine, Chief Financial Officer of Andersons, Inc. (ANDE), exercised/converted derivatives and received vested performance share units (PSUs) on February 11, 2026. The filing reports exercises/conversions of 8,528 and 3,155 derivative units and a grant/award conversion of 397.05 shares. To satisfy tax withholding and issuer surrender requirements, 3,542 shares were withheld (valued at $69.11 each, totaling $244,788) and 5,373 shares were surrendered to the issuer. Netting the acquired and surrendered shares from the filing data yields approximately 3,165.05 shares retained by Valentine after the transactions.
Key Details
- Transaction date: February 11, 2026; Form filed February 13, 2026 (filing marked late).
- Reported acquisitions: 8,528 shares (exercise/conversion), 3,155 shares (exercise/conversion), and 397.05 shares (grant/award) — total acquired 12,080.05 shares.
- Reported dispositions/withholdings: 3,542 shares withheld for tax liability at $69.11/share (total $244,788) and 5,373 shares surrendered to issuer.
- Net retained (based on reported entries): ~3,165.05 shares (12,080.05 acquired − 8,915 surrendered/withheld).
- Footnotes: PSUs were performance-based (EPS and TSR references), PSUs vested/converted on Feb 11, 2026; some allocated PSUs were cancelled (excess shares cancelled); shares were withheld to cover tax liability and dividend equivalents may apply.
- Timeliness: Filing designated late (transactionTimeliness = 'L'), which delays public visibility of the trade.
Context
- These were derivative/award transactions (PSUs and option/derivative conversions) rather than open-market purchases or voluntary sales. The filing shows a net share settlement / share-withholding to cover taxes and issuer surrender — a common, administrative outcome when awards vest or options are exercised.
- PSUs are performance-based awards that convert to common stock after a multi-year performance period; the number actually received depends on performance measures (EPS, TSR) and here were converted as of Feb 11, 2026.
- No speculative conclusions about motivation should be drawn — withholding and issuer surrender are routine for tax and settlement purposes.
Insider Transaction Report
- Exercise/Conversion
Common Stock
2026-02-11+8,528→ 97,570.28 total - Exercise/Conversion
Common Stock
2026-02-11+3,155→ 100,725.28 total - Award
Common Stock
[F1]2026-02-11+397.05→ 101,122.33 total - Tax Payment
Common Stock
[F2]2026-02-11$69.11/sh−3,542$244,788→ 97,580.33 total - Exercise/Conversion
PERFORMANCE SHARE UNIT (EPS) (2026)
[F3][F4]2026-02-11−8,528→ 0 total→ Common Stock (8,528 underlying) - Exercise/Conversion
PERFORMANCE SHARE UNIT (TSR) (2026)
[F5][F4]2026-02-11−3,155→ 5,373 total→ Common Stock (3,155 underlying) - Disposition to Issuer
PERFORMANCE SHARE UNIT (TSR) (2026)
[F5][F6]2026-02-11−5,373→ 0 total→ Common Stock (5,373 underlying)
Footnotes (6)
- [F1]Dividend equivalent received.
- [F2]Shares withheld to cover tax liability.
- [F3]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.
- [F4]Each PSU vests and converts to common stock as of February 11, 2026.
- [F5]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.
- [F6]PSU Vesting for fewer than allocated shares. Excess shares are being cancelled.