8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

______________________

FORM 8-K

______________________

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported): August 21, 2025

__________________________________________

The Andersons, Inc.

__________________________________________

(Exact name of registrant as specified in its charter)

Ohio	000-20557	34-1562374
(State of incorporation or organization)	(Commission File Number)	(I.R.S. Employer Identification No.)

1947 Briarfield Boulevard

Maumee, Ohio 43537

(Address of principal executive offices) (Zip Code)

(419) 893-5050

(Registrant’s telephone number, including area code)

__________________________________________

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

[☐] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[☐] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[☐] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[☐] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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Securities registered pursuant to Section 12(b) of the Act:

Title of each class:	Trading Symbol	Name of each exchange on which registered:
Common stock, $0.00 par value, $0.01 stated value	ANDE	The NASDAQ Stock Market LLC

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Indicate by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

[☐] Emerging growth company

[☐] If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

Item 5.02 - Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On August 21, 2025, the Board of Directors of The Andersons, Inc. (the "Company") elected Steven Oakland as a new director, effective August 21, 2025, for an initial term ending at the Company’s 2026 Annual Meeting of Stockholders or until his earlier resignation or removal.

Mr. Oakland will receive compensation in the same manner as the Company’s other non-employee directors previously disclosed in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on March 12, 2025.

There is no arrangement or understanding between Mr. Oakland and any other persons pursuant to which he was selected as a director. Mr. Oakland has no direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K. Mr. Oakland and the Company will enter into the standard Company director indemnification agreement, whereby the Company agrees to indemnify, defend and hold its directors harmless from and against losses and expenses incurred as a result of their board service, subject to the terms and conditions provided in the agreement.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits:

Exhibit No.	Description
99.1	Press Release, Dated August 21, 2025
104	Inline XBRL for the cover page of this Current Report on Form 8-K

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	The Andersons, Inc.
August 21, 2025	By:	/s/ Brian A. Valentine
		Brian A. Valentine
		Executive Vice President and Chief Financial Officer

EX-99.1

Exhibit 99.1

NEWS RELEASE

Contact:

Mike Hoelter    

Vice President, Corporate Controller and Investor Relations

Phone: 419-897-6715

E-mail: investorrelations@andersonsinc.com

The Andersons, Inc. Names Steven Oakland to Board of Directors

MAUMEE, OHIO, August 21, 2025 – The Andersons, Inc. (Nasdaq: ANDE) has named Steven Oakland to the company's board of directors, effective August 21, 2025.

Mr. Oakland is chairman, CEO, and president of TreeHouse Foods, Inc., North America’s largest private label food and beverage producer focused on customer brands and custom products, with a network of manufacturing facilities across the United States and Canada. He has served as a director of TreeHouse since March 2018, and was appointed CEO and president effective March 26, 2018. He became chairman in April 2023.

His nearly 40 years of experience in the food and beverage industry include serving as vice chair and president of U.S. food and beverage for The J.M. Smucker Company (Smucker’s), a manufacturer of branded food products. Mr. Oakland served in increasingly senior positions during his time with Smucker’s, including president of coffee and food service, president of international food service, president of U.S. retail-Smucker’s Jif and Hungry Jack, and general manager of Smucker’s Canadian operations.

Mr. Oakland’s board experience includes several community, private, and public company boards. He served on the board of Foot Locker from 2014 to 2025, where he was chair of multiple committees. He is currently on the board of directors of TreeHouse Foods, Inc. and FMI, The Food Industry Association.

“Steve brings a vast amount of industry knowledge and a strong tenure of leadership experience that make him an excellent addition to our board of directors,” said Chairman Pat Bowe. “We look forward to his contributions and are pleased to welcome him as The Andersons continues its focus on strategic growth opportunities.”

About The Andersons, Inc.

The Andersons, Inc., is a North American agriculture company that conducts business in the agribusiness and renewables sectors. Guided by its Statement of Principles, The Andersons is committed to providing extraordinary service to its customers, helping its employees improve, supporting its communities, and increasing the value of the company. For more information, please visit www.andersonsinc.com.

XML

Cover page	Aug. 21, 2025
Entity Information [Line Items]
Document Type	8-K
Document Period End Date	Aug. 21, 2025
Entity Registrant Name	Andersons, Inc.
Entity Incorporation, State or Country Code	OH
Entity File Number	000-20557
Entity Tax Identification Number	34-1562374
Entity Address, Address Line One	1947 Briarfield Boulevard
Entity Address, City or Town	Maumee
Entity Address, State or Province	OH
Entity Address, Postal Zip Code	43537
City Area Code	419
Local Phone Number	893-5050
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common stock, $0.00 par value, $0.01 stated value
Trading Symbol	ANDE
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	false
Entity Central Index Key	0000821026
Amendment Flag	false