Bowe Patrick E. 4

What Happened
Patrick E. Bowe, a director of Andersons, Inc. (ANDE), had performance-based awards (PSUs) vest and convert to common stock on February 11, 2026. The filing shows acquisition of 39,360 and 14,563 shares via exercise/conversion (M), plus 1,832.57 shares granted/awarded (A). To cover tax liability, 22,558 shares were withheld/disposed at $69.11 per share for $1,558,983 (F). In addition, 24,797 shares were surrendered/disposed to the issuer (D). Net shares retained from this vesting event equal about 8,400.57 shares (total acquired ~55,755.57 minus 47,355 disposed).

Key Details

• Transaction date: February 11, 2026; Form 4 filed February 13, 2026 (timely filing).
• Acquired: 39,360 + 14,563 shares by exercise/conversion (M) and 1,832.57 shares awarded (A).
• Disposed: 22,558 shares withheld for taxes at $69.11/share = $1,558,983 (F2); 24,797 shares surrendered to issuer (D).
• Net newly held from this event: ~8,400.57 shares (55,755.57 acquired − 47,355 disposed).
• Footnotes of note: F3–F6 describe PSUs that vest after a 3-year performance period and convert based on EPS/TSR; F4 confirms conversion/vesting date was Feb 11, 2026; F1 notes a dividend equivalent; F2 indicates shares were withheld to cover tax liability; F6 notes fewer than allocated PSUs vested and excess were cancelled.
• Post-transaction total beneficial ownership: not reported in the provided Form 4 excerpt.

Context
This was not an open-market purchase but the vesting/conversion of performance share units (derivatives) into common stock. The withholding of 22,558 shares to cover taxes and the surrender of 24,797 shares to the issuer are routine cashless/tax-withholding actions commonly associated with PSU vesting, not necessarily a directional buy/sell signal by the insider.