Valentine Brian A 4

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.