Heide Weston 4

What Happened

• Heide Weston, Executive Vice President — Agribusiness at Andersons, exercised/converted performance-based equity and related derivative awards that converted into roughly 2,065 shares of common stock (1,458 + 539 + a 67.87-share award) on Feb 11, 2026.
• To cover tax withholding on the vested awards, 713 shares were surrendered at $69.11 per share, generating about $49,275 in withholding value. Additionally, 919 shares were returned/disposed to the issuer (per the filing), and some excess PSU shares were cancelled.

Key Details

• Transaction date: February 11, 2026; Form 4 filed February 13, 2026 (routine, two days after transaction date).
• Exercise/award pricing: converted at $0.00 per share (these were awards/PSUs, not open-market purchases).
• Tax withholding: 713 shares withheld at $69.11 = $49,275 (footnote: shares withheld to cover tax liability).
• PSU specifics: PSUs vest/convert as of Feb 11, 2026; PSU payout amounts were determined by multi-year performance metrics (EPS and/or total shareholder return per footnotes).
• Shares owned after transaction: not specified in the supplied summary (refer to the full Form 4 for the insider’s post-transaction holdings).

Context

• These were award/PSU conversions and derivative exercises (transaction codes A and M), not open-market purchases or voluntary sales. The withholding of shares to satisfy tax obligations is a common administrative step and does not necessarily signal a buy/sell decision by the insider.
• Footnotes indicate PSUs were subject to a three-year performance period and some excess shares were cancelled where fewer shares vested than originally allocated.