Form 4: Andersons CEO Krueger's Equity Changes Post-PSU Vesting

Andersons President and CEO William E. Krueger reported changes in his beneficial ownership of common stock following the vesting of performance share units on February 11, 2026.

Summary

• William E. Krueger, President and CEO of The Andersons, Inc., reported changes in his beneficial ownership of common stock.
• On February 11, 2026, 27,698 performance share units (PSUs) tied to Earnings Per Share (EPS) performance vested and converted into common stock.
• On the same date, 10,248 performance share units (PSUs) tied to Total Shareholder Return (TSR) performance vested and converted into common stock.
• An additional 1,289.59 shares of common stock were received as dividend equivalents.
• 15,283 shares were withheld to cover tax liabilities at a price of $69.11 per share.
• Following these transactions, Krueger directly owns 60,208.944 shares of common stock.
• An additional 443,339 shares are indirectly owned through the William E. Krueger Beneficiary Trust.
• 17,450 TSR-based PSUs were cancelled due to vesting for fewer than allocated shares, indicating that the full performance targets for these units were not met.

Sentiment

Score: 6

Explanation: StockSavvy.ai views this as a neutral to slightly positive event. While some PSUs were cancelled, the vesting of a significant number of performance-based shares indicates that certain company performance targets were met, which is generally positive for shareholder alignment.

Positives

• The vesting of 27,698 EPS-based performance share units indicates that specific company performance targets related to earnings per share were met.
• The vesting of 10,248 TSR-based performance share units indicates that certain total shareholder return targets were achieved.
• The receipt of 1,289.59 shares as dividend equivalents further increases direct share ownership.

Negatives

• 15,283 shares were withheld to cover tax liabilities, reducing the net number of shares acquired.
• 17,450 TSR-based performance share units were cancelled because the performance targets were not fully met, resulting in fewer shares vesting than initially allocated for those units.

Risks

• The cancellation of a portion of the TSR-based performance share units suggests that the company's Total Shareholder Return did not fully meet the highest performance thresholds set for those awards, which could be a minor concern regarding market performance relative to internal targets.

Future Outlook

The filing primarily reports past transactions related to equity compensation vesting and does not contain forward-looking statements or guidance regarding the company's future financial performance or strategic direction.

Industry Context

StockSavvy.ai notes that Form 4 filings are routine disclosures for corporate insiders, reflecting compensation structures and personal investment decisions. The vesting of performance-based equity awards is a common practice in executive compensation, aligning management incentives with shareholder value creation. The specific performance metrics (EPS and TSR) are standard for such awards in the agricultural and commodity trading industry, similar to peers like Archer-Daniels-Midland (ADM) or Bunge (BG).

Comparison to Industry Standards

• The use of Performance Share Units (PSUs) tied to both EPS and Total Shareholder Return (TSR) is a common and widely accepted practice in executive compensation across various industries, including agriculture.
• Companies like Archer-Daniels-Midland (ADM) and Bunge (BG) also frequently utilize performance-based equity awards to incentivize executives, often incorporating similar financial and market-based metrics.
• The withholding of shares to cover tax liabilities upon vesting is a standard procedure for equity compensation, ensuring compliance with tax obligations.
• The partial vesting and cancellation of PSUs due to not fully meeting performance targets (as seen with the TSR units) is an expected outcome of performance-based compensation plans, demonstrating that the hurdles are genuinely challenging and not always fully achieved, which is a positive sign for shareholders regarding the rigor of the compensation plan.

Corporate Governance

Related Party Transactions

• William E. Krueger indirectly owns 443,339 shares through the William E. Krueger Beneficiary Trust, which is a related party.

Stakeholder Impact

• Shareholders: The vesting of performance-based equity awards aligns the interests of the CEO with shareholders, as the awards are tied to company performance (EPS and TSR). The partial cancellation of PSUs for not meeting targets demonstrates the rigor of the compensation plan.
• Management: William E. Krueger's direct and indirect ownership stake remains substantial, reinforcing his vested interest in the company's long-term success.

Key Dates

Recommendation

This Form 4 filing details routine insider transactions related to the vesting of performance share units and subsequent tax withholding. It does not provide new information regarding the company's operational performance, financial health, or strategic direction that would warrant a change in investment recommendation. The vesting of PSUs indicates past performance targets were met, which is a neutral to slightly positive signal, but not enough to alter a fundamental investment thesis.

Keywords

Andersons Inc, ANDE, William E. Krueger, Form 4, Insider Trading, Beneficial Ownership, Performance Share Units, PSU Vesting, Equity Compensation, CEO Stock Holdings, Tax Withholding, Total Shareholder Return, Earnings Per Share