Hoelter Michael T. 4

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.