Hoelter Michael T. 4

4 · Andersons, Inc. · Filed Feb 13, 2026

AI-generated summary of this filing

Updated Feb 13, 2026

Andersons (ANDE) VP Michael Hoelter Exercises PSUs, Withholds Shares

What Happened

Michael T. Hoelter, VP, Corporate Controller & Investor Relations at Andersons (ANDE), had equity awards/derivatives convert and PSUs vest on Feb 11, 2026. The filing shows he acquired 1,672 and 619 shares via exercise/conversion and received 77.86 shares from an award (total ≈ 2,368.86 shares).
As part of the settlement, 804 shares were withheld to cover tax liability at $69.11 per share (proceeds/value shown as $55,564). Additional derivative-related dispositions and a return/cancellation of shares to the issuer are reported as part of the award/settlement process.

Key Details

Transaction date: February 11, 2026; Filing date: February 13, 2026. Price(s): conversion/exercise and award reported at $0.00; tax-withheld shares valued at $69.11 each.
Tax withholding: 804 shares were withheld to satisfy taxes (footnote F2). The filing reports $55,564 for that withholding.
Awards: Performance Share Units (PSUs) vested and converted as of Feb 11, 2026 (footnotes F3–F6). PSU payout is performance-based (EPS and TSR) and some excess shares were canceled.
Other dispositions: Several derivative-related dispositions (including 1,672, 619 and 1,053-share entries) reflect the mechanics of conversion/settlement or cancellation rather than open-market sales.
Shares owned after the transaction: Not provided in the supplied filing.

Context

This appears to be a routine equity-award settlement: PSUs vested after a multi-year performance period and converted to common stock; some shares were withheld or cancelled to satisfy tax obligations or plan terms.
Such filings often reflect internal award settlement mechanics rather than a manager buying or selling stock on the open market; withholding/cancellations are common and do not necessarily signal a change in insider sentiment.

Form 4

Period: 2026-02-11

VP, Corp Controller & IR

Transactions

Exercise/Conversion
Common Stock
2026-02-11+1,672→ 16,123.361 total
Exercise/Conversion
Common Stock
2026-02-11+619→ 16,742.361 total
Award
Common Stock
[F1]
2026-02-11+77.86→ 16,820.221 total
Tax Payment
Common Stock
[F2]
2026-02-11$69.11/sh−804$55,564→ 16,016.221 total
Exercise/Conversion
PERFORMANCE SHARE UNIT (EPS) (2026)
[F3][F4]
2026-02-11−1,672→ 0 total
→ Common Stock (1,672 underlying)
Exercise/Conversion
PERFORMANCE SHARE UNIT (TSR) (2026)
[F5][F4]
2026-02-11−619→ 1,053 total
→ Common Stock (619 underlying)
Disposition to Issuer
PERFORMANCE SHARE UNIT (TSR) (2026)
[F5][F6]
2026-02-11−1,053→ 0 total
→ Common Stock (1,053 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.

Signature

Michael T. Hoelter, by Melissa Trippel, Limited Power of Attorney|2026-02-13

2 files