Walz Brian K. 4

What Happened
Brian K. Walz, VP & Treasurer of Andersons, Inc., had performance-based awards convert to common stock on Feb 11, 2026. The filing shows conversion/exercise entries for 1,884 and 697 shares (total 2,581) plus a grant/award of 87.72 shares (combined ≈2,669 shares acquired at $0.00 as PSUs converted). To satisfy tax obligations, 922 shares were withheld/treated as a payment of tax liability (reported at $69.11 per share, totaling $63,719). The filing also reports derivative-related dispositions and a disposition to the issuer of 1,187 shares; footnotes indicate some PSU shares were cancelled because fewer shares vested than initially allocated.

Key Details

• Transaction date: Feb 11, 2026; Form 4 filed Feb 13, 2026 (timely filing).
• Acquisitions: Exercise/conversion (code M) of 1,884 and 697 shares; award (code A) of 87.72 shares — all reported at $0.00 (PSUs converting to stock).
• Tax withholding: 922 shares disposed (code F) at $69.11 each = $63,719 (footnote F2: shares withheld to cover tax liability).
• Other dispositions: derivative-related disposals of 1,884 and 697 shares and a disposition to the issuer of 1,187 shares; footnote F6 notes excess PSUs were cancelled.
• Shares owned after the transactions: not specified in the filing.
• Relevant footnotes: F3–F6 describe PSUs vesting/conversion rules (3‑year performance periods tied to EPS and TSR); F1 notes dividend equivalents; F2 confirms withholding for taxes.

Context
These were vesting/performance-unit conversions (PSUs), not open-market buys or voluntary cash sales. Withholding shares to pay taxes is a routine administrative step following PSU vesting and does not necessarily indicate a buy/sell signal. The filing shows some allocated PSUs did not vest in full (excess shares cancelled), per the footnotes.