Andersons Inc. Director Gary Douglas Acquires Additional Shares Through Dividend Reinvestment and Equity Grants

Director's Common Stock Purchase via Dividend Reinvestment

On July 21, 2026, Gary A. Douglas, a director of Andersons Inc., acquired 31.976 shares of common stock at a price of $77.816 per share. The transaction was coded as a "J" transaction, which the filing indicates represents dividend reinvestment. This type of transaction typically reflects the automatic reinvestment of cash dividends received on existing shareholdings back into additional shares of the company's stock. The acquisition expanded Douglas's direct beneficial ownership position in the company.

Following this common stock purchase, Douglas's total beneficial ownership of Andersons Inc. common stock increased to 12,473.917 shares held directly. This figure represents all shares beneficially owned after giving effect to the dividend reinvestment transaction. The mechanism of dividend reinvestment demonstrates Douglas's continued confidence in maintaining and expanding his stake in the company through the reinvestment of distributions rather than taking cash proceeds.

Vesting of 2024 Restricted Share Units

The disclosure indicates that Douglas received 8.282 restricted share units on July 22, 2026, representing dividend equivalent payments on previously granted restricted share units. The filing notes that these restricted share units were originally granted on May 5, 2023, as part of Andersons Inc.'s annual equity grant program to directors and executives. According to the terms disclosed, the restricted share units vest one year from the date of grant, which would align with May 2024 for those granted in May 2023.

Each restricted share unit granted to Douglas represents the contractual right to receive one share of Andersons Inc. common stock upon vesting. The company's equity compensation structure includes the accrual of dividend equivalents on unvested restricted share units, which are then paid out or reinvested in additional restricted share units. The 8.282 units acquired represent the accumulated dividend equivalent value for the 2024 grant cycle, adding to Douglas's equity stake in the company through the equity compensation program.

Vesting of 2025 Restricted Share Units

In addition to the 2024 restricted share unit activity, Douglas also received 6.068 restricted share units on July 22, 2026, derived from dividend equivalents on 2025 grants. The filing indicates these restricted share units were granted on May 9, 2024, as part of the company's annual equity grant program. Like the 2023 grants, these units are subject to a one-year vesting schedule from the date of grant, meaning the May 2024 grants would vest in May 2025.

The accumulation of restricted share units across multiple grant cycles demonstrates the ongoing nature of Andersons Inc.'s equity compensation program for board members. The dividend equivalent features allow for the compounding of equity positions over time, as distributions on unvested units generate additional fractional units. By July 22, 2026, Douglas's total beneficial ownership of restricted share units reached approximately 5,600.262 units when combining both the 2024 and 2025 grant tranches after accounting for dividend equivalents received.

Douglas's Role and Beneficial Ownership Structure

Gary A. Douglas is identified in the filing as a director of Andersons Inc. and holds no additional officer titles within the company. His beneficial ownership is held entirely in direct form, meaning he owns the securities personally rather than through trusts, family partnerships, or other indirect vehicles. The filing shows no indication of Douglas holding a 10% or greater ownership stake in the company, which would require separate disclosure under securities regulations.

The disclosure provides Douglas's residential address as 1947 Briarfield Boulevard, Maumee, Ohio 43537, consistent with Andersons Inc.'s operational base in the Midwest agricultural region. The filing was signed by limited power of attorney on behalf of Douglas by Melissa Trippel on July 27, 2026, which is three business days after the latest transaction date and within the standard reporting window for beneficial ownership changes by company insiders and directors.

Andersons Inc.'s Equity Compensation Program Structure

The restricted share unit grants disclosed in this filing reflect Andersons Inc.'s systematic approach to director compensation. The company grants restricted share units annually to board members as part of their overall compensation package, typically in May of each year. These grants are designed to align director interests with shareholder interests by providing equity-based incentives tied to company performance and shareholder returns over the vesting period.

The inclusion of dividend equivalent features on restricted share units is a common practice among publicly traded companies. These features ensure that participants receive the economic benefit of dividends paid during the vesting period, either through cash distribution or reinvestment in additional units. For directors like Douglas, this structure creates a progressive accumulation of equity over multiple grant cycles, as demonstrated by the parallel vesting schedules for the 2024 and 2025 grant tranches occurring on the same date in July 2026.

Timing and Transaction Execution

The transactions disclosed occurred on two consecutive business days, July 21 and 22, 2026. The July 21 common stock purchase through dividend reinvestment represents an affirmative acquisition decision or the automatic execution of a standing reinvestment instruction. The July 22 vesting events for the two restricted share unit tranches reflect the scheduled maturation of equity grants and the distribution of accrued dividend equivalents associated with those grants. Both transaction dates fall within normal business operations for the company.

The filing was submitted to the Securities and Exchange Commission on July 27, 2026, which is the standard four-business-day reporting window for beneficial ownership changes by insiders and directors under SEC Rule 16(a)-3(f). This timing is consistent with regulatory requirements that directors and officers file Form 4 statements disclosing changes in beneficial ownership within two business days of the transaction, though the four-day submission window allows for document preparation and filing logistics.

Immediate Share Price Impact and Market Context

The immediate share price impact of Douglas's transactions was not clear from available public information. The acquisition of approximately 32 shares of common stock through dividend reinvestment and the vesting of restricted share units representing dividend equivalents are relatively modest in scale compared to Andersons Inc.'s overall capitalization and trading volumes. These transactions reflect routine, programmatic activity rather than significant discrete purchases or sales that would typically move equity prices.

Douglas's continued acquisition of company stock through both dividend reinvestment and equity compensation vesting may be viewed by some investors as a positive signal regarding director confidence in the company's prospects. However, the transactions disclosed are largely mechanical in nature—the dividend reinvestment occurs through established programs, and the restricted share unit vesting follows predetermined grant schedules. Investors analyzing insider transactions should distinguish between these routine equity compensation activities and significant discretionary purchases or sales that might indicate stronger conviction regarding future company performance.

Regulatory Context and Disclosure Requirements

This filing constitutes a Form 4 statement of changes in beneficial ownership required under Section 16(a) of the Securities Exchange Act of 1934. The Securities and Exchange Commission requires directors, officers, and significant shareholders of publicly traded companies to disclose all changes in their beneficial ownership of company securities within specified timeframes. These disclosures are intended to provide transparency to investors regarding insider trading activity and the equity stakes held by company leadership.

The filing includes detailed coding and categorization of transactions according to SEC instructions, which allows standardized processing and public accessibility of insider trading data. The notation of dividend reinvestment, restricted share unit vesting, and dividend equivalent distributions provides clarity regarding the nature of each transaction. These regulatory disclosures are publicly available through the SEC's EDGAR database and are monitored by investors, analysts, and market participants as a source of information regarding insider perspectives on company value and prospects.