Buyout deal puts Alexander & Baldwin (NYSE: ALEX) and its Hawai‘i REIT in focus
Filing Impact
Filing Sentiment
Form Type
10-K
Rhea-AI Filing Summary
Alexander & Baldwin, Inc., a Hawai‘i-focused commercial real estate REIT, reports a 95.6% leased occupancy rate in its roughly four‑million‑square‑foot portfolio of 22 retail centers, 14 industrial assets, four office properties and 145 acres of commercial land as of December 31, 2025.
The company has entered into a Merger Agreement under which it will merge into a subsidiary of a joint venture formed by MW Group and funds affiliated with Blackstone Real Estate and DivcoWest, with closing expected in the first quarter of 2026, subject to shareholder approval and other conditions.
A&B emphasizes its strategy of concentrating on Hawai‘i’s high‑barrier market, pursuing accretive acquisitions, redevelopment and ground‑up development, while maintaining moderate leverage and a preference for fixed‑rate, unsecured debt. It also highlights sustainability investments, including 2.5 megawatts of rooftop photovoltaic systems, and a small, locally based workforce of 91 employees.
The filing outlines extensive risks, including potential failure or delay of the Merger, geographic concentration in Hawai‘i, inflation and interest‑rate pressures, tenant and anchor‑store risk, construction and development risk, cybersecurity and climate‑related threats, and the possibility of losing REIT status or facing adverse tax law changes.
Positive
- None.
Negative
- None.
Insights
Merger plan dominates outlook for this Hawai‘i-focused REIT.
Alexander & Baldwin presents as a mature, concentrated Hawai‘i REIT with high occupancy and a grocery‑anchored retail focus, but the central development is its signed Merger Agreement with a private buyer group led by MW Group and Blackstone‑affiliated funds.
The transaction, expected to close in
Until closing, operating flexibility is constrained by covenants limiting acquisitions, dispositions, capital spending, indebtedness and dividends, while deal uncertainty may affect employees, tenants and partners. Investors weighing this story must focus on execution of the Merger, the disclosed litigation risks, and the company’s heavy economic exposure to Hawai‘i’s tourism‑ and government‑driven economy.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31 , 2025
OR
THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from [_______ to _______]
Commission file number 001-35492
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of | (I.R.S. Employer | ||||
| incorporation or organization) | Identification No.) | ||||
(Address of principal executive offices and zip code)
(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☒ No ☐
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐ No ☒
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and "emerging growth company" in Rule 12b-2 of the Exchange Act.
| ☒ | Accelerated filer | ☐ | |||||||||||||||
| Non-accelerated filer | ☐ | Smaller reporting company | |||||||||||||||
| 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. ☐
Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☒
If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to § 240.10D-1(b). ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒
Aggregate market value of Common Stock held by non-affiliates computed by reference to the price at which the Common Stock was last sold, or the average bid and asked price of such Common Stock, as of the last business day of the most recently completed second fiscal quarter June 30, 2025: $1,297,190,804
Number of shares of Common Stock outstanding as of latest practicable date (February 13, 2026): 72,875,492
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TABLE OF CONTENTS
PART I
| Page | ||||||||||||||
| Item 1. | Business | 1 | ||||||||||||
| Item 1A. | Risk Factors | 6 | ||||||||||||
| Item 1B. | Unresolved Staff Comments | 22 | ||||||||||||
| Item 1C. | Cybersecurity | 22 | ||||||||||||
| Item 2. | Description of Properties by Segment | 24 | ||||||||||||
| Item 3. | Legal Proceedings | 27 | ||||||||||||
| Item 4. | Mine Safety Disclosures | 27 | ||||||||||||
PART II
| Item 5. | Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities | 28 | |||||||||
| Item 6. | Reserved | 29 | |||||||||
| Item 7. | Management’s Discussion and Analysis of Financial Condition and Results of Operations | 30 | |||||||||
| Item 7A. | Quantitative and Qualitative Disclosures About Market Risk | 47 | |||||||||
| Item 8. | Financial Statements and Supplementary Data | 48 | |||||||||
| Item 9. | Changes in and Disagreements With Accountants on Accounting and Financial Disclosure | 92 | |||||||||
| Item 9A. | Controls and Procedures | 93 | |||||||||
| Item 9B. | Other Information | 94 | |||||||||
| Item 9C. | Disclosure Regarding Foreign Jurisdictions That Prevent Inspections | 94 | |||||||||
PART III
| Item 10. | Directors, Executive Officers and Corporate Governance | 95 | |||||||||
| Directors | 95 | ||||||||||
| Executive Officers | 97 | ||||||||||
| Corporate Governance | 97 | ||||||||||
| Code of Ethics | 99 | ||||||||||
Code of Conduct | 99 | ||||||||||
Insider Trading Policy | 99 | ||||||||||
| Item 11. | Executive Compensation | 99 | |||||||||
| Item 12. | Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters | 130 | |||||||||
| Item 13. | Certain Relationships and Related Transactions, and Director Independence | 131 | |||||||||
| Item 14. | Principal Accounting Fees and Services | 131 | |||||||||
PART IV
| Item 15. | Exhibits and Financial Statement Schedules | 133 | |||||||||
| Financial Statements | 133 | ||||||||||
| Financial Statement Schedules | 134 | ||||||||||
| Exhibits Required by Item 601 of Regulation S-K | 136 | ||||||||||
| Item 16. | Form 10-K Summary | 140 | |||||||||
| Signatures | 141 | ||||||||||
ALEXANDER & BALDWIN, INC.
FORM 10-K
Annual Report for the Fiscal Year
Ended December 31, 2025
PART I
ITEM 1. BUSINESS
Overview
Alexander & Baldwin, Inc. ("A&B," the "Company," "we," "our," or "us") is a fully integrated real estate investment trust ("REIT") whose history in Hawai‘i dates back to 1870. Over time, the Company has evolved from a 571-acre sugar plantation on Maui to become one of Hawai‘i's premier commercial real estate companies and the owner of the largest grocery-anchored, neighborhood shopping center portfolio in the state. The Company's commercial real estate portfolio is geographically focused in Hawai‘i, where it benefits from its deep local roots, broad experience base, and strong relationships and reputation in the islands.
The Company's commercial real estate portfolio consists of 22 retail centers, 14 industrial assets, and four office properties, representing approximately four million square feet of gross leasable area ("GLA"), as well as 145 acres of commercial land in Hawai‘i, of which substantially all is leased pursuant to urban ground leases. As of December 31, 2025, the improved portfolio leased occupancy was at 95.6%, which is leased to a mix of national, regional, and local retailers and businesses.
Agreement and Plan of Merger
On December 8, 2025, the Company entered into an Agreement and Plan of Merger (the "Merger Agreement") with Tropic Purchaser LLC, a Delaware limited liability company ("Parent"), and Tropic Merger Sub LLC, a Hawaii limited liability company and wholly owned subsidiary of Parent ("Merger Sub"). Parent is a joint venture formed by MW Group and funds affiliated with Blackstone Real Estate and DivcoWest. The Merger Agreement provides that, upon the terms and subject to the conditions set forth therein, the Company will merge with and into Merger Sub (the "Merger") and the separate existence of the Company will cease and Merger Sub will survive as a wholly owned subsidiary of Parent. The Merger is expected to close in the first quarter of 2026, subject to customary closing conditions, including approval of the Company's shareholders. For additional information regarding the Merger and the terms of the Merger Agreement, see (i) Part I, Item 1A, “Risk Factors,” Part II, Item 7, “Management's Discussion and Analysis of Financial Condition and Results of Operations,” and Note 1 of the Notes to Consolidated Financial Statements included in this Annual Report on Form 10-K, (ii) the Current Report on Form 8-K that the Company filed with the SEC on December 8, 2025, and (iii) the definitive proxy statement on Schedule 14A that the Company filed with the SEC on January, 23, 2026 (as it may be amended or supplemented from time to time).
Business Objectives and Strategies
The Company's business objective is to create long-term shareholder value and sustainable income by strategically acquiring, managing, and enhancing a premier portfolio of commercial real estate properties in Hawai‘i. The Company intends to achieve its objective through the following strategies:
Geographic Focus - The Company's commercial real estate strategy focuses on Hawai‘i, where it benefits from its broad experience base, deep relationships and strong reputation in the islands. The Company believes the geographic focus on the Hawai‘i market provides a foundation for strong financial and operational performance and future growth, including showing resilience during economic down cycles.
•High Barriers to Entry - The Hawai‘i market offers high value opportunities for the Company to pursue attractive growth and position itself for long-term stability given its geographic location, high barriers to entry, and lack of urban-entitled lands (at about 5% of land in the state). The entitlement process is lengthy and complex, taking between 9-15 years to complete.
•Stable and Resilient Economy - The Hawai‘i economy benefits both directly and indirectly from stable and consistently high levels of government spending compared to the U.S. Mainland due to Hawai‘i's strategic defense location between the continental U.S. and Asia. The state also benefits from a tourism industry that holds a unique brand that appeals to tourists from varying geographies (e.g., U.S. East Coast, U.S. West Coast, Canada, Asia, Europe).
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•Market Knowledge and Deep Local Roots - A&B’s management team is physically in the islands which provides direct insight into the needs of the communities the Company serves. Being geographically focused allows A&B to create and cultivate unique relationships that lead to value creating opportunities in leasing, vendor relationships, and growth.
Balance Sheet Management and Financing Strategy Positioned for External Growth - The Company intends to grow its commercial real estate portfolio by pursuing accretive acquisitions in its preferred asset classes and other commercial property investment opportunities when they are strategically consistent with the value creation objectives of the Company and have attractive risk-adjusted returns relative to the Company’s cost of capital, while maintaining a moderate leverage profile and flexible balance sheet. The Company strives to maintain an appropriate debt profile to include well-laddered debt maturities, favorable leverage ratios, a high proportion of fixed-rate debt, and a general preference for unsecured debt.
Increase Income and Optimize Returns through Internal Growth - The Company strives to be the landlord of choice by providing desirable locations, quality properties, community amenities, and effective leasing and management of commercial properties; as well as create value through property development and redevelopment in order to increase recurring income streams and optimize returns.
•Development and Redevelopment - The Company employs strong investment, development, and asset management teams to capitalize on embedded internal investment opportunities through the repositioning and redevelopment of existing assets, as well as ground-up development of new commercial properties at an appropriate risk-adjusted return on capital.
•Leasing - With the Company’s in-house leasing capabilities and tenant demand in submarkets in which A&B operates, the Company is positioned to achieve internal growth through increased rental rates on the renewal of expiring leases or the leasing of space to new tenants at higher rental rates while limiting vacancy and down-time. Additionally, the Company is able to drive incremental growth and enhance portfolio returns through attracting high-quality tenants and managing the merchandising mix of the tenant base.
•Property Management - The Company oversees all aspects of asset and property management including execution of effective marketing and leasing strategies to attract quality tenants, and increase occupancy and the effective and efficient management of property operations focused on reducing operating expenses and maximizing property cash flows over the long term, thereby enhancing the value of the Company’s properties.
Segment Reporting
The Company operates two segments: Commercial Real Estate ("CRE") and Land Operations. A description of the Company's reportable segments is as follows:
•Commercial Real Estate - This segment functions as a vertically integrated real estate investment company. The Company's preferred asset classes include improved properties in retail and industrial spaces and also urban ground leases. Its focus within improved retail properties, in particular, is on grocery-anchored neighborhood shopping centers that meet the daily needs of Hawai‘i communities. Income from this segment is principally generated by owning, operating, and leasing real estate assets.
•Land Operations - This segment includes the Company's legacy landholdings, joint venture investments, and liabilities that are subject to the Company's simplification and monetization effort. Financial results from this segment are principally derived from real estate development and unimproved land sales and joint venture activity.
Revenue Concentration
As of December 31, 2025, the Company's three largest tenants by annualized base rent (“ABR”) were Albertsons Companies (Safeway), Windward City Shopping Center, and City and County of Honolulu, with no single tenant accounting for more than 10% of total commercial real estate revenue in any of the three years ended December 31, 2025, 2024, and 2023. Pearl Highlands Center accounted for approximately 10.9%, 11.1%, and 11.6% of total Commercial Real Estate segment revenues for the three years ended December 31, 2025, 2024, and 2023, respectively. Kailua Retail accounted for approximately 11.1%, 10.5%, and 10.4% of total Commercial Real Estate segment revenues for the three years ended December 31, 2025, 2024, and 2023, respectively.
Discontinued Operations
In November 2023, the Company completed the sale of its interests in Grace Pacific LLC, a materials and construction company, Company-owned quarry land on Maui, and Grace Pacific’s 50% interest in a paving company (collectively, the
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“Grace Disposal Group”). Refer to Note 20 – Sale of Business and Note 21 – Held for Sale and Discontinued Operations included within the Notes to Consolidated Financial Statements included in Item 8 of Part II of this Annual Report on Form 10-K for additional information regarding the Grace Disposal Group, including income from discontinued operations.
Compliance with Government Regulations
The Company is subject to a number of federal, state and local laws and regulations. The CRE segment must comply with state and local regulations surrounding the brokering of deals and the management of its commercial real estate portfolio. With respect to land development in both its CRE and Land Operations segments, the Company is subject to laws and regulations that affect the land development process, including zoning and permitted land uses which may impact the Company's development costs. Additionally, the Company is subject to various other regulations such as Occupational Safety and Health Administration regulations, Environmental Protection Agency regulations, and state and county permitting requirements.
The Company is also subject to a number of tax laws and regulations that could materially impact its financial condition and results of operations. For example, the Company utilizes §1031 of the Internal Revenue Code of 1986, as amended (the "Code"), to obtain tax-deferral treatment when it sells qualifying real estate assets and reinvests the resulting proceeds in replacement properties within the required time period. This may occur when the Company sells bulk parcels of land in Hawai‘i or commercial properties in Hawai‘i, many of which may have a low tax basis. Failure to comply with, or a repeal of, or adverse amendment to, §1031 of the Code could impose significant additional costs on the Company in the event of a future transaction with an associated gain.
Sustainability
While recent years have seen intense focus on sustainability topics, these principles have been an integral part of the Company's corporate culture and values since its founding over 155 years ago. The Company's deep Hawai‘i roots offer the obligation and privilege to exceed the baseline of corporate responsibility. The Company believes that doing what is right for its employees and communities is critical in achieving its goal to deliver long-term growth and to create value for shareholders.
Additional information regarding the Company’s sustainability initiatives is available in the Company’s Corporate Responsibility Report (“CRR”), which can be found on the Company’s website. Information on the Company’s website, including its CRR, is not incorporated by reference into this Annual Report on Form 10-K or in any other report or document filed with the SEC.
Environmental Stewardship
The Company understands the importance of environmental stewardship and throughout its history, has worked to protect and preserve Hawai‘i's unique and precious land and water resources. Today, the Company recognizes the risks that climate change poses to Hawai‘i's island communities and businesses, and strives to own, operate, and develop properties in ways that contribute to a more sustainable future. Its employee-led environmental council, which is comprised of a cross-functional team of individuals from all levels of the Company, develops and implements strategies to address sustainability and environmental stewardship, with a focus on energy efficiency, climate change, water conservation, waste management, and sustainable transportation. The Company is committed to addressing climate risks, and mitigating potential risks and vulnerabilities associated with its real estate portfolio. The Company also recognizes the importance of outreach to its tenants to promote sustainability initiatives, as tenant practices are beyond the Company's control and are a significant contributor of utility consumption and greenhouse gas ("GHG") emissions at its properties. The Company’s leases include terms that encourage sustainable practices in order to align tenant activity with the Company’s sustainability priorities.
The Company highlights the following environmental sustainability achievements:
•Implemented a CRE benchmarking program that compiles energy and water data in ENERGY STAR Portfolio Manager. This enables the Company to better track and understand energy and water consumption throughout the CRE portfolio. In addition, the Company collaborated with the City & County of Honolulu and other stakeholders to establish a county-wide energy and water building benchmarking program.
•The Company partnered with Carbon Lighthouse to increase energy efficiency and reduce GHG emissions within the CRE portfolio. Under this partnership, approximately 22% of the Company's portfolio (based on GLA) has undergone performance updates to lighting, heating, and cooling systems, driving energy reductions.
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•The Company continues to implement sustainable energy and conservation features at its properties, including installing energy efficient LED lighting, rooftop photovoltaic (“PV”) systems and electric vehicle (“EV”) charging stations, as well as incorporating the use of cool roofs, water efficient fixtures and reclaimed water, pedestrian friendly open spaces, ride and bike share transportation options, and native Hawaiian and environmentally friendly landscaping, among other initiatives.
•As of December 31, 2025, the Company has completed the installation of five PV systems totaling 2.5-megawatts, including a 1.3-megawatt rooftop system in 2022 at Pearl Highlands Center, the Company's largest retail asset by GLA, and a 0.5-megawatt rooftop system in 2023 at Kaka‘ako Commerce Center, the Company's second largest industrial asset by GLA, and three PV systems totaling 0.7-megawatts at various Oahu retail properties in 2024 and 2025. Additionally, the Company has three PV systems under construction on Oahu and Hawai‘i Island that are scheduled for completion in early 2026 and are expected to increase capacity by 0.5-megawatts.
Social Responsibility - Human Capital Resources
As "Partners for Hawai‘i," the Company is dedicated to its employees, collectively the A&B family, who play a vital role in achieving our mission to serve the communities in which it lives and operates, while creating value for all stakeholders. The Company strives to attract, develop, and retain employees with a wide range of backgrounds and perspectives, and support them in their pursuit to advance their careers, provide for their families, enjoy their work, and give back to the community.
The Company does the following to support these efforts:
•Offers a competitive compensation and benefits program;
•Maintains a hybrid onsite/remote work environment with flexible scheduling and incentives for onsite work;
•Utilizes leading industry software and other technology to facilitate communication, document management, collaboration, and other business processes;
•Brings the A&B family together and fosters an inclusive environment by hosting in-person and virtual engagement activities through an employee-led social council, and well-being tools and resources through an employee-led wellness program;
•Invests in learning and development opportunities to support the personal and professional development of employees.
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Recruitment, Development, and Retention
The Company had 91 employees (including 3 part-time employees) as of December 31, 2025, compared to 99 employees (including 3 part-time employees) in the prior year. The Company has maintained a hybrid onsite/remote work environment and 94.5% of our employees are based in Hawai'i.
The Company recognizes that employees drive its success and are one of its most valuable resources. To expand its reach for talent, the Company utilizes a variety of resources to recruit employees that embody A&B's core values of integrity, collaboration, respect, decisiveness, adaptability, and accountability. The Company's compensation and benefits program is designed to attract, reward, and retain talented individuals who possess the skills necessary to support its business objectives, assist in the achievement of strategic goals, and create long-term value for shareholders. The Company provides employees with competitive total rewards packages that include, in addition to base compensation, meaningful benefits such as health (medical, dental, drug, and vision), life, long-term disability, and long-term care insurance, paid time off, flexible spending reimbursement accounts, a corporate wellness program, gain sharing opportunities, and a 401(k) plan with a Company contribution and Company match. Certain employees are eligible to receive annual incentive bonuses and long-term equity awards tied to the value of the Company's common stock price. In addition, the Company provides meaningful learning and development opportunities for employees to encourage both personal and professional growth, offering a wide variety of formal and informal training programs and professional development stipends to be used towards qualified workshops, conferences, forums, and classes. The Company also offers a tuition reimbursement program that is available to employees wishing to obtain a qualified higher education degree.
The Company believes that a fair and competitive compensation and benefits program with both short-term and long-term features aligns employee and shareholder interests by incentivizing business and individual performance (i.e., pay for performance), motivating based on long-term company performance, and integrating compensation with its business plans. Our employees have an average tenure of approximately 10 years and, for the year ended December 31, 2025, overall voluntary turnover was 10.7% which is lower than the average of 12% for REITs participating in the 2025 National Association of Real Estate Investment Trusts (“Nareit”) Compensation and Benefits Survey.
Engagement, Community, and Culture
The Company strives to keep employees engaged by communicating regularly through various channels, including town halls, learning and development trainings, community and social events, and frequent communication through an employee intranet, employee newsletters, and email updates. Since 2023, the Company has held an annual collaboration and learning day, an all-day event for employees that provided an opportunity to revitalize A&B’s corporate culture, foster connections with colleagues, and enhance professional development. The Company also conducts a confidential, annual employee survey to better understand employee perspectives on topics including employee experience, workplace culture, employee engagement and the direction and leadership of the Company. In 2025, the Company had an 81% participation rate. Results of the survey are reviewed carefully by senior leadership and have resulted in specific actions, including increased recognition programs and the development of the Company’s vision, mission, and values statements.
The Company has a long-standing commitment to giving back to the communities it serves and where its employees live, and it believes this dedication supports its ability to attract and retain talent. The Company also facilitates employee engagement in their communities through its matching gifts program, which supplements employees' contributions with Company donations to eligible community non-profit organizations; through volunteer initiatives that provide employees paid time off for community service and cash grants to qualifying organizations; and through corporate sponsorship of charities supported by its employees.
The Company has an employee-led social council, which is comprised of cross-functional teams of individuals from all levels of the Company and focused on workplace culture and community impact. The Company maintains an employee-led wellness program to support the health and wellness of employees. The program provides support and resources to employees on a variety of topics including mental, physical, and emotional health; sleep, fitness, and nutrition habits; stress and change-management; self-care; financial well-being, and other wellness topics with programs, presentations, and challenges throughout the year. Employees can access tools, activities, and online courses through a Company-sponsored wellness platform, and track their progress toward earning wellness incentives.
Inclusion and Belonging
The Company believes that an inclusive environment fosters more creativity and produces more opportunities to create value through its assets, people, and relationships, and is crucial to its efforts to attract and retain key talent. The Company is focused on building an inclusive culture through a variety of initiatives. This commitment starts at the top, with Board members having a wide range of experiences, skills and backgrounds.
Corporate Governance and Compliance
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The Company prioritizes sound principles of corporate governance. The Company's Board of Directors, which is entirely independent, with the exception of the Chief Executive Officer ("CEO"), stand for re-election every year and is comprised of a group of directors with broad and complementary skill sets. The Company has been recognized with a "1" ranking, which is the highest score available, in governance by Institutional Shareholder Services.
The Company is committed to conducting its business in accordance with the highest ethical standards. The Company has adopted a Code of Ethics that applies to the CEO, Chief Financial Officer, and Controller, and a Code of Conduct which is applicable to all directors, officers, and employees, establishing the importance of ethical behavior and compliance with all federal, state, and local laws and regulations. All directors and employees sign and reaffirm their understanding of the Code of Conduct on an annual basis. In order to ensure a fair workplace for our employees, the Company also has strict policies to protect against unlawful discrimination and harassment. Employees have access to a 24-hours ethics hotline that allows for anonymous reporting of suspected violations of the Code of Conduct, or other ethical or legal violations. The Audit Committee receives a report on hotline calls at each meeting.
The Company's leadership team and the Board of Directors are committed to sustainability issues. Sustainability consideration is a meaningful component of the Company's operating and strategic plans and is integrated into its operations and informs how the Company pursues opportunities and manage risks. The Board of Directors provides oversight and receives regular reports on sustainability topics, including climate risk, at both its Nominating and Corporate Governance Committee meetings and Board meetings. The Company also values the views of its shareholders and regularly seeks input from its investors on sustainability and other topics.
Available Information
The Company files reports with the Securities and Exchange Commission (the “SEC”). The reports and other information filed include annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and other reports and information filed under the Securities Exchange Act of 1934 (the “Exchange Act”).
The SEC maintains a website at www.sec.gov, which contains reports, proxy and information statements, and other information regarding the Company and other issuers that file electronically with the SEC.
The Company makes available, free of charge, on or through its Internet website, its annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Exchange Act as soon as reasonably practicable after it electronically files such material with, or furnishes it to, the SEC. The Company’s website address is www.alexanderbaldwin.com. The information found on the Company's website, including the Company's CRR, is not incorporated by reference into this Annual Report on Form 10-K or in any other report or document filed with the SEC.
ITEM 1A. RISK FACTORS
The risks described below could materially and adversely affect our shareholders and our results of operations, financial condition, liquidity and cash flows. Moreover, we operate in a very competitive and rapidly changing environment. New risk factors emerge from time to time and it is not possible for us to predict all such risk factors, nor can we assess the impact of all such risk factors on our business or the extent to which any factor, or combination of factors, may affect our business. You should carefully consider the risks and uncertainties described below, together with all of the other information in this Form 10-K and the Company’s filings with the U.S. Securities and Exchange Commission.
Risk Factors Summary
Our business is subject to numerous risks and uncertainties and an investment in our common stock may involve various risks. Such risks, including, but not limited to, the following summarized risks, should be carefully considered before making an investment in our common stock:
Summary of risks related to the Merger
•The Merger is subject to approval of our shareholders as well as the satisfaction of other closing conditions, some or all of which may not be satisfied (or waived, if applicable) within the expected timeframe, if at all.
•We may not complete the Merger within the timeframe anticipated or at all, which could have an adverse effect on our business, financial results and/or operations.
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•We will be subject to various uncertainties while the Merger is pending that may cause disruption and may make it more difficult to maintain relationships, including but not limited to relationships with existing and prospective employees, tenants, and other third-party business partners.
•In certain instances, the Merger Agreement requires us to pay a termination fee to Parent, which could affect the decisions of a third party considering making an alternative acquisition proposal.
•Pending litigation related to the Merger could result in substantial costs and may delay or prevent the Merger from being completed.
•If the Merger is completed, our shareholders will forgo potential future appreciation in the Company's value.
Summary of risks related to our Business and Operations
•Our business is geographically concentrated in Hawai‘i and is dependent upon regional and local economic conditions, which may cause us to be more susceptible to adverse developments than if we owned a more geographically diverse portfolio.
•Significant inflation and related volatility could adversely affect our business and financial results.
•An increase in fuel prices and energy costs may adversely affect our operating environment and costs.
•Our remaining non-strategic assets that we intend to sell are relatively illiquid, and it may not be possible to dispose of such assets in a timely manner or on favorable terms, which could adversely affect our financial condition, operating results, cash flows and may result in additional non-cash impairment charges.
Summary of risks related to our Investments in Real Estate
•There are risks relating to investments in real estate that could adversely affect our financial condition, cash flows, results of operations, and ability to satisfy our debt service obligations and make distributions to our shareholders.
•Commercial real estate investments are relatively illiquid.
•Increases in real estate ownership costs and operating expenses, including property taxes, insurance, and common area maintenance costs, would adversely affect our operating results.
•The bankruptcy or loss of key tenants in our commercial real estate portfolio may adversely affect our cash flows and profitability.
•A shift in retail shopping from brick and mortar stores to online shopping may have an adverse impact on our cash flow, financial condition and results of operations.
•We may be unable to renew leases, lease vacant space, or re-lease space as leases expire, thereby increasing or prolonging vacancies, which would adversely affect our financial condition, results of operations and cash flows.
•Our retail centers may depend on anchor stores or major tenants to attract shoppers and could be adversely affected by the loss of, or a store closure by, one or more of these tenants.
•Certain of our leases at our retail centers contain “co-tenancy” or “go-dark” provisions, which, if triggered, may allow tenants to pay reduced rent, cease operations, or terminate their leases, which could adversely affect our performance or the value of the applicable retail property.
•A decline in real estate values could result in impairment of the carrying values of our long-lived assets and have a material and adverse effect on our operating results.
•Instability in the financial industry could negatively impact our ability to sell our real estate holdings.
•We are subject to risks associated with real estate construction and development.
•Real estate development projects are subject to warranty and construction defect claims, in the ordinary course of business, that can be significant.
•We face competition for the acquisition, development, and management and leasing of real estate properties, which may impede our ability to grow our operations or may increase the cost of these activities.
•We may be unable to identify and complete acquisitions of properties that meet our criteria, which may impede our growth.
Summary of risks related to our Financing
•We may need to incur additional indebtedness, in the future, which could adversely affect our business, financial condition, and ability to make distributions to our shareholders.
•We may face potential difficulties in obtaining operating and development capital.
•We may raise additional capital in the future on terms that are more stringent to us, which could provide holders of new issuances rights, preferences and privileges that are senior to those currently held by our common shareholders, or that could result in dilution of common stock ownership.
•Failure to comply with certain restrictive financial covenants contained in our credit facilities could impose restrictions on our business segments, capital availability or the ability to pursue other activities.
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•Covenants in our loan agreements may restrict our operations and adversely affect our financial condition and ability to make distributions to our shareholders.
•Increasing interest rates would increase our overall interest expense.
•Hedging activity may expose us to risks, including the risks that a counterparty will not perform and that the hedge will not yield the economic benefits we anticipate, which may adversely affect our financial condition, cash flows, and results of operations.
Summary of risks related to our Business Continuity
•Security breaches through cyber attacks or intrusions, or other significant disruptions of the Company's information technology ("IT") networks, communications, and related systems could impair our ability to operate, adversely affect our financial condition, and damage our reputation.
•The Company's business and operations could suffer in the event of system failures or interruptions.
•Weather, natural disasters and the impacts of climate change may adversely affect our business.
•Political crises, public health crises and other events beyond our control may adversely impact our operations and profitability.
Summary of risks related to our REIT Status
•Because qualification as a REIT involves highly technical and complex provisions of the Code, there can be no assurance that we will remain qualified as a REIT for U.S. federal income tax purposes.
•U.S. federal, state and local legislative, judicial or regulatory tax changes could have an adverse effect on our shareholders and us.
•Complying with the REIT requirements may cause us to sell assets or forgo otherwise attractive investment opportunities.
•We may be required to borrow funds, sell assets or raise equity to satisfy our REIT distribution requirements, which could adversely affect our ability to execute our business plan and grow.
•Dividends payable by REITs generally do not qualify for the reduced tax rates available for some dividends.
•The REIT ownership limitations and transfer restrictions contained in our articles of incorporation may restrict or prevent certain transfers of our common stock, could have unintended antitakeover effects and may not be successful in preserving our qualification for taxation as a REIT.
•Our cash distributions are not guaranteed and may fluctuate.
•Certain of our business activities may be subject to corporate-level income tax and other taxes, which would reduce our cash flows, and would cause potential deferred and contingent tax liabilities.
•The tax imposed on REITs engaging in “prohibited transactions” may limit our ability to engage in transactions that would be treated as sales for U.S. federal income tax purposes.
•The ability of our Board of Directors to revoke our REIT qualification, without shareholder approval, may cause adverse consequences to our shareholders.
Summary of Regulatory and Legal Risks
•Governmental entities have adopted or may adopt regulatory requirements that may restrict our development activity.
•Governmental entities have adopted or may adopt regulatory requirements related to dams, reservoirs, and other water infrastructure that may adversely affect our operations.
•Changes to federal, state or local law or regulations, including environmental laws and regulations, may adversely affect our business.
•We are subject to, and may in the future be subject to, disputes, legal or other proceedings, or government inquiries or investigations, that could have an adverse effect on us.
Risks Related to the Merger
The Merger is subject to approval of our shareholders as well as the satisfaction of other closing conditions, some or all of which may not be satisfied (or waived, if applicable) within the expected timeframe, if at all.
Completion of the Merger is subject to a number of closing conditions, including, among others, (i) approval of the Merger Agreement by the affirmative vote of the holders of a majority of the outstanding shares of the Company's common stock entitled to vote on the Merger Agreement, (ii) the absence of a law or order restraining, enjoining, rendering illegal or otherwise prohibiting the consummation of the Merger and (iii) the absence of a Company Material Adverse Effect (as defined in the
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Merger Agreement). We can provide no assurance that all required consents and approvals will be obtained or that all closing conditions will otherwise be satisfied (or waived, if applicable), and, even if all required consents and approvals can be obtained and all closing conditions are satisfied (or waived, if applicable), we can provide no assurance as to the terms, conditions, and timing of such consents and approvals or the timing of the completion of the Merger. Many of the conditions to completion of the Merger are not within our control and we cannot predict when or if these conditions will be satisfied (or waived, if applicable). Additionally, under circumstances specified in the Merger Agreement, we or Parent may terminate the Merger Agreement. Any adverse consequence of the pending Merger could be exacerbated by any delays in completion of the Merger or termination of the Merger Agreement.
Each party’s obligation to consummate the Merger is also subject to the accuracy of the representations and warranties of the other party (subject to customary materiality qualifications) and compliance in all material respects with the covenants and agreements contained in the Merger Agreement as of the closing of the Merger, including, with respect to the Company, covenants to conduct its business in the ordinary course and to not engage in certain kinds of material transactions prior to closing. In addition, the Merger Agreement may be terminated under certain specified circumstances, including, but not limited to, in connection with a change in the recommendation of our Board of Directors to enter into an agreement for a Superior Proposal (as defined in the Merger Agreement). As a result, we cannot assure you that the Merger will be completed, even if our shareholders approve the Merger Agreement, or that, if completed, it will be exactly on the terms set forth in the Merger Agreement or within the expected timeframe.
We may not complete the Merger within the timeframe anticipated or at all, which could have an adverse effect on our business, financial results and/or operations.
The Merger may not be completed within the expected timeframe, or at all, as a result of various factors and conditions, some of which may be beyond our control. If the Merger is not completed for any reason, including as a result of our shareholders failing to approve the Merger Agreement, our shareholders will not receive any payment for their shares of our common stock in connection with the Merger. Instead, we will remain a public company, our common stock will continue to be listed and traded on the New York Stock Exchange (the "NYSE") and registered under the Exchange Act, and we will be required to continue to file periodic reports with the SEC. Moreover, our ongoing business may be materially adversely affected, and we would be subject to a number of risks, including the following:
•we may experience negative reactions from the financial markets, including negative impacts on stock price, and it is uncertain when, if ever, the price of the shares would return to the price at which the shares currently trade;
•we may experience negative publicity, which could have an adverse effect on our ongoing operations including, but not limited to, retaining and attracting employees and those with whom we do business;
•we will still be required to pay certain significant costs relating to the Merger, such as legal, accounting, financial advisory, regulatory, printing and other professional services fees, which may relate to activities that we would not have undertaken other than in connection with the Merger;
•we may be required to pay a cash termination fee to Parent of $50.5 million, as required under the Merger Agreement under certain circumstances;
•while the Merger Agreement is in effect, we are subject to restrictions on our business activities, including, among other things, restrictions on our ability to engage in certain kinds of material transactions, including, subject to certain exceptions, acquiring other properties or disposing of currently owned properties, making capital expenditures, incurring indebtedness, and declaring and paying regular quarterly cash dividends on common stock, which could prevent us from pursuing strategic business opportunities, taking actions with respect to the business that we may consider advantageous and responding effectively and/or timely to competitive pressures and industry developments, and may as a result materially adversely affect our business, results of operations, and financial condition;
•matters relating to the Merger require substantial commitments of time and resources by management, which could result in the distraction of management from ongoing business operations and pursuing other opportunities that could have been beneficial to the Company; and
•our exclusive remedy against the counterparties to the Merger Agreement with respect to any breach of the Merger Agreement is to seek payment by Parent of the parent termination fee in the amount of $155.3 million, which may not be adequate to cover our damages.
If the Merger is not consummated, the risks described above may materialize, and they may have a material adverse effect on our business operations, financial results, and stock price, particularly to the extent that the current market price of our common stock reflects an assumption that the Merger will be completed.
We will be subject to various uncertainties while the Merger is pending that may cause disruption and may make it more difficult to maintain relationships, including but not limited to relationships with existing and prospective employees, tenants, and other third-party business partners.
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The Company’s efforts to complete the Merger could cause substantial disruptions in, and create uncertainty surrounding, the business, which may materially adversely affect results of operation and the business. Uncertainty as to whether the Merger will be completed may affect our ability to recruit prospective employees or to retain and motivate existing employees. Employee retention may be particularly challenging while the Merger is pending because employees may experience uncertainty about their roles following the Merger. As mentioned above, a substantial amount of our management’s and employees’ attention is being directed toward the completion of the Merger and thus is being diverted from our day-to-day operations. Uncertainty as to the future could adversely affect our business and our relationships with tenants and potential tenants. For example, tenants and other third parties may defer decisions concerning working with us, or seek to change existing business relationships with us. Changes to or termination of existing business relationships could adversely affect our revenue, earnings, and financial condition, as well as the market price of our common stock. The adverse effects of the pendency of the Merger could be exacerbated by any delays in completion of the Merger or termination of the Merger Agreement.
In certain instances, the Merger Agreement requires us to pay a termination fee to Parent, which could affect the decisions of a third party considering making an alternative acquisition proposal.
Under the terms of the Merger Agreement, the Company may be required to pay a termination fee to Parent of $50.5 million if the Merger Agreement is terminated under specific circumstances set forth in the Merger Agreement. This payment could affect the structure, pricing, and terms proposed by a third party considering an acquisition of the Company and could discourage a third party from making a competing acquisition proposal or inquiry, including a proposal that would be more favorable to our shareholders than the Merger. For these and other reasons, termination of the Merger Agreement could materially and adversely affect business operations and financial results, which in turn would materially and adversely affect the price of our common stock.
Pending litigation related to the Merger could result in substantial costs and may delay or prevent the Merger from being completed.
Lawsuits are often brought against public companies that have entered into merger agreements. Purported shareholders of the Company have filed, and may file in the future, lawsuits against the Company and/or our Board of Directors in connection with the Merger. Even if the lawsuits are without merit, defending against these claims can result in substantial costs to us and divert management time and resources. Additionally, if a plaintiff is successful in obtaining an injunction prohibiting consummation of the Merger, then that injunction may delay or prevent the Merger from being completed.
If the Merger is completed, our shareholders will forgo potential future appreciation in the Company's value.
If the Merger is consummated, the Company will no longer exist as an independent public company and our existing shareholders will not participate in any potential future appreciation in the value of the Company’s common stock. Such potential future appreciation depends on the Company’s future performance, and that the Company’s business plan is based, in part, on projections for a number of variables that are difficult to project and subject to a high level of uncertainty and volatility, including real estate values, interest rates, ongoing operating costs and necessary capital expenditures. Additionally, the receipt of the cash consideration in the Merger would (i) be taxable to our U.S. shareholders for U.S. federal income tax purposes and (ii) generally not be taxable to our non-U.S. shareholders for U.S. federal income tax purposes unless they have certain connections to the U.S.
Risks Related to Our Business and Operations
Our business is geographically concentrated in Hawai‘i and is dependent upon regional and local economic conditions, which may cause us to be more susceptible to adverse developments than if we owned a more geographically diverse portfolio.
Our business, including our portfolio of properties and operations, is located exclusively in Hawai‘i. While we believe this geographic focus provides a foundation for strong financial and operational performance, future growth, and resilience during economic down cycles, we may be more exposed to certain economic risks than if we owned a more geographically diverse portfolio. We may be particularly susceptible to adverse economic or other conditions and developments impacting Hawai‘i (such as periods of state-wide economic slowdown, businesses downsizing or exiting the Hawai‘i market, industry slowdowns, trade disputes, such as the imposition of new of increased sanctions or tariffs, changes in the local or global tourism industry, reductions or other changes in government spending or strategic defense priorities, relocations of businesses, increases in real estate and other taxes and the cost of complying with governmental regulations or increased regulation, including as a result of executive orders), as well as to natural disasters that occur in this market (such as hurricanes, wildfires, tropical storms, volcanic eruptions, and other events). If there is a downturn in the economy or weakening of economic drivers in Hawai‘i, which include tourism, government, military and consumer spending, public and private construction starts and spending, personal income
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growth, and employment, our operations and our revenue and cash available for distribution, including cash available to pay distributions to our shareholders, could be materially adversely affected. We cannot assure that this market will grow or that underlying real estate fundamentals will be favorable to owners and operators of retail, industrial, or office properties. Any adverse economic or real estate developments in Hawaii, or any decrease in demand for retail, industrial, or office space resulting from the regulatory environment or business climate could adversely impact our financial condition, results of operations, cash flow, our ability to satisfy our debt service obligations and our ability to pay distributions to shareholders.
Significant inflation and related volatility could adversely affect our business and financial results
High inflation, inflation volatility, and future inflation uncertainty could have a pronounced negative impact on operating expenses, general and administrative costs, our mortgage and debt interest, development and redevelopment construction costs (including tenant improvements and other capital projects), and real estate acquisition costs, as such costs and expenses could increase at a rate higher than our rents. In recent periods, central banks have responded to rapidly rising inflation by tightening monetary policies, which could create headwinds to economic growth. Despite recent rate cuts, previous rate hikes enacted by the Federal Reserve have had a significant impact on interest rate indexes, such as SOFR. See “Risks Related to Financing”. Most of our leases require tenants to pay an allocable portion of operating expenses, including common area maintenance, real estate taxes and insurance, thereby reducing our exposure to increases in costs and operating expenses resulting from inflation. While these provisions partially mitigate the impact of inflation, these provisions do not mitigate increases in operating expenses that are not reimbursable. Increased inflation could also have an adverse effect on consumer spending, which could impact our tenants’ sales and, in turn, our average rents, and in some cases, our percentage rents, where applicable. In addition, renewals of leases or future leases may not be negotiated on current terms, in which event we may recover a smaller percentage of our operating expenses.
An increase in fuel prices and energy costs may adversely affect our operating environment and costs.
Fuel prices have a direct impact on the health of the Hawai‘i economy. Increases in the price of fuel may result in higher transportation costs to Hawai‘i and adversely affect visitor counts and the cost of goods shipped to Hawai‘i, thereby affecting the strength of the Hawai‘i economy and its consumers. Increases in energy costs for our leased real estate portfolio are typically recovered from lessees, although our share of energy costs increases as a result of lower occupancies, and higher operating cost reimbursements impact the ability to increase underlying rents. Rising fuel prices also may increase the cost of construction, including delivery costs to Hawai‘i, and the cost of materials that are petroleum-based, thus affecting our real estate development projects and margins.
Our remaining non-strategic assets that we intend to sell are relatively illiquid, and it may not be possible to dispose of such assets in a timely manner or on favorable terms, which could adversely affect our financial condition, operating results, cash flows and may result in additional non-cash impairment charges.
Our ability to dispose of non-strategic assets on advantageous terms, including pricing, depends on factors beyond our control, including but not limited to, competition from other sellers, insufficient infrastructure capacity or availability (e.g., water, sewer and roads) for real estate assets, the availability of attractive financing for potential buyers and market conditions. As a result, we may be unable to realize our strategy through dispositions, we may be unable to do so on advantageous terms, or we may not be able to execute the strategy in a timely manner, which could adversely affect our financial condition, operating results and/or cash flows and may result in additional non-cash impairment charges.
In addition, many of the non-strategic assets are relatively illiquid. Illiquid assets typically experience greater price volatility, as a ready market does not exist, and can be more difficult to value. In addition, validating third party pricing for illiquid assets may be more subjective than more liquid assets. As a result, we may record additional non-cash impairment charges and/or realize significantly less than the value at which we have previously recorded such assets.
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Risks Related to Our Investments in Real Estate
There are risks relating to investments in real estate that could adversely affect our financial condition, cash flows, results of operations, and ability to satisfy our debt service obligations and make distributions to our shareholders.
Real property investments are subject to multiple risks. Real estate values are affected by several factors, including changes in the general economic climate, local conditions (such as an oversupply of space or a reduction in demand), the quality and philosophy of management, competition from other available space, and the ability to provide adequate maintenance and insurance and to control variable operating costs. Retail properties, in particular, may be affected by changing perceptions of retailers or shoppers regarding the convenience and attractiveness of the property and by the overall climate for the retail industry. Real estate values are also affected by such factors as government regulations, interest rate levels, the availability of financing and potential liability under, and changes in, environmental, zoning, tax, and other laws. The majority of our income is derived from rental income from real property. Our income and cash flow would be adversely affected if (i) a significant number of our tenants are unable to meet their obligations; (ii) we incur increases in non-recoverable operating and ownership costs; (iii) we are unable to lease space at our properties when the space becomes available; (iv) the rental rates upon a renewal or a new lease are significantly lower than prior rents or do not increase sufficiently to cover increases in operating and ownership costs; (v) increased lease concessions, such as free or discounted rents and tenant improvement allowances are offered to tenants to secure deals; and (vi) there is a discovery of hazardous or toxic substances, or other environmental, culturally-sensitive, or related issues at the property.
Declines in real estate values, among other factors, could result in a determination that the Company’s assets have been impaired. If the Company determines that an impairment has occurred, the Company would be required to make an adjustment to the net carrying value of the asset which could have an adverse effect on its results of operations in the period in which the non-cash impairment charge is recorded.
Increases in real estate ownership costs and operating expenses, including property taxes, insurance, and common area maintenance costs, would adversely affect our operating results.
Our operating expenses include, but are not limited to, property taxes, insurance, utilities, repairs, and the maintenance of the common areas of our commercial real estate. We may experience increases in our operating expenses, some or all of which may be out of our control. Most of our leases require that tenants pay for a share of property taxes, insurance, and common area maintenance and utility costs. However, if any property is not fully occupied, or if recovery income from tenants is not sufficient to cover operating expenses, then we could be required to expend our own funds for operating expenses. In addition, we may be unable to renew leases or negotiate new leases with terms requiring our tenants to pay all the property tax, insurance, and common area maintenance and utility costs that tenants currently pay, which would adversely affect our operating results.
Commercial real estate investments are relatively illiquid.
Our ability to promptly sell one or more properties in our portfolio in response to changing economic, financial and investment conditions is limited. The real estate market is affected by many factors, such as general economic conditions, supply and demand, availability of financing, interest rates and other factors that are beyond our control. We cannot be certain that we will be able to sell any property for the price and other terms we seek, or that any price or other terms offered by a prospective purchaser would be acceptable to us. We also cannot estimate with certainty the length of time needed to find a willing purchaser and to complete the sale of a property. Factors that impede our ability to dispose of properties could adversely affect our financial condition and operating results.
The bankruptcy or loss of key tenants in our commercial real estate portfolio may adversely affect our cash flows and profitability.
We may derive significant cash flows and earnings from certain key tenants. If one or more of these tenants declares bankruptcy or voluntarily vacates from the leased premise and we are unable to re-lease such space (or to re-lease it on comparable or more favorable terms), we may be adversely impacted. Additionally, we may be further adversely impacted by an impairment or “write-down” of intangible assets, such as lease-in-place value, favorable lease asset, or a deferred asset related to straight-line lease rent, associated with a tenant bankruptcy or vacancy.
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A shift in retail shopping from brick and mortar stores to online shopping may have an adverse impact on our cash flow, financial condition and results of operations.
Although many of the retailers operating at our properties sell groceries and other necessity-based soft goods or provide services, the shift to online shopping may cause declines in brick-and-mortar sales generated by certain of our tenants and/or may cause certain of our tenants to reduce the size or number of their retail locations in the future. As a result, our cash flow, financial condition and results of operations could be adversely affected.
We may be unable to renew leases, lease vacant space, or re-lease space as leases expire, thereby increasing or prolonging vacancies, which would adversely affect our financial condition, results of operations and cash flows.
We may not be able to renew leases, lease vacant space, or re-let space as leases expire. In addition, we may need to offer substantial rent abatements, tenant improvements, early termination rights, or below-market renewal options to retain existing tenants or attract new tenants. If the rental rates for our properties decrease, our existing tenants do not renew their leases, or we do not re-let our available space, our financial condition, results of operations, and cash flows would be adversely affected.
Our retail centers may depend on anchor stores or major tenants to attract shoppers and could be adversely affected by the loss of, or a store closure by, one or more of these tenants.
Some of our retail centers are anchored by large tenants. At any time, our tenants may experience a downturn in their business that may significantly weaken their financial condition. As a result, our tenants, including our anchor and other major tenants, may fail to comply with their contractual obligations to us, seek concessions in order to continue operations, or declare bankruptcy, any of which could result in the termination of such tenants’ leases and the loss of rental income attributable to the terminated leases. In addition, certain of our tenants may cease operations while continuing to pay rent, which could decrease customer traffic, thereby decreasing sales for our other tenants at the applicable retail property. In addition, mergers or consolidations among retail establishments could result in the closure of existing stores or the duplication or geographic overlapping of store locations, which could include stores at our retail centers.
Loss of, or a store closure by, an anchor store or major tenant could significantly reduce our occupancy level or the rent that we receive from our retail centers. We may be unable to re-lease vacated space or to re-lease it on comparable or more favorable terms, or at all. In the event of default by an anchor store or major tenant, we may experience delays and costs in enforcing our rights as landlord to recover amounts due to us under the terms of our agreements with such parties.
Certain of our leases at our retail centers contain “co-tenancy” or “go-dark” provisions, which, if triggered, may allow tenants to pay reduced rent, cease operations, or terminate their leases, which could adversely affect our performance or the value of the applicable retail property.
Certain of the leases at our retail centers contain “co-tenancy” provisions that establish conditions related to a tenant’s obligation to remain open, the amount of rent payable, or a tenant’s obligation to continue occupying space, including (i) the presence of an anchor tenant, (ii) the continued operation of an anchor tenant’s store, and (iii) minimum occupancy levels at the applicable property. If a co-tenancy provision is triggered by a failure of any of these conditions, a tenant could have the right to cease operations, to terminate its lease early, or to a reduction of its rent. In addition, certain of the leases at our retail centers contain “go-dark” provisions that allow the tenant to cease operations while continuing to pay rent. This could result in decreased customer traffic at the property, thereby decreasing sales for our other tenants at such property, which may result in our other tenants being unable to pay their minimum rents or expense recovery charges. Such provisions may also result in lower rental revenue generated under the applicable leases. To the extent co-tenancy or go-dark provisions in our leases result in lower revenue or tenant sales, tenants’ rights to terminate their leases early, or to a reduction of their rent, our performance and/or the value of the applicable retail center could be adversely affected.
A decline in real estate values could result in impairment of the carrying values of our long-lived assets and have a material and adverse effect on our operating results.
We have significant investments in various commercial real estate properties. Declines in real estate values from weakness in the real estate sector, especially in Hawai‘i, difficulty in obtaining or renewing financing, a prolonged economic slowdown or recession, as well as competition and advances in technology, adverse changes in the regulatory environment, or other factors leading to reduction in expected profitability, or changes in our investment and redevelopment strategy, among other factors, may affect the fair value of these real estate assets. If the undiscounted cash flows of our commercial properties, or redevelopment projects, were to decline below the carrying value of those assets, we would be required to recognize a non-cash impairment loss if the fair value of those assets were below their carrying value,
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Instability in the financial industry could negatively impact our ability to sell our real estate holdings.
Significant instability in the financial industry may result in declining property values and increasing defaults on loans. This, in turn, could lead to increased regulations, tightened credit requirements, reduced liquidity and increased credit risk premiums for virtually all borrowers. Fewer loan products and strict loan qualifications make it more difficult for borrowers to finance the purchase of our development lots or unimproved land. Additionally, more stringent requirements to obtain financing for buyers of commercial real estate properties make it significantly more difficult for us to sell commercial real estate properties and may negatively impact the sales prices and other terms of such sales. Deterioration in the credit environment may also impact us in other ways, including the credit or solvency of customers, vendors, tenants, or joint venture partners, the ability of partners to fund their financial obligations to joint ventures and our access to mortgage financing for our own properties.
We are subject to risks associated with real estate construction and development.
Our redevelopment, development-for-hold, and development-for-sale projects are subject to risks relating to our ability to complete our projects on time and on budget. Factors that may result in a development project exceeding budget or being prevented from completion include, but are not limited to: (i) our inability to secure sufficient financing or insurance on favorable terms, or at all; (ii) construction delays, defects, or cost overruns, which may increase project development costs; (iii) an increase in commodity or construction costs, including labor costs; (iv) the discovery of hazardous or toxic substances, or other environmental, culturally-sensitive, or related issues; (v) an inability to obtain, or a significant delay in obtaining, zoning, construction, occupancy and other required governmental permits and authorizations; (vi) difficulty in complying with local, city, county and state rules and regulations regarding permitting, zoning, subdivision, utilities, and water quality, as well as federal rules and regulations regarding air and water quality and protection of endangered species and their habitats; (vii) insufficient infrastructure capacity or availability (e.g., water, sewer and roads) to serve the needs of our projects; (viii) an inability to secure tenants necessary to support the project or maintain compliance with debt covenants; (ix) failure to achieve or sustain anticipated occupancy levels; (x) condemnation of all or parts of development or operating properties, which could adversely affect the value or viability of such projects; and (xi) instability in the financial industry could reduce the availability of financing.
Real estate development projects are subject to warranty and construction defect claims, in the ordinary course of business, that can be significant.
In our development-for-sale projects, we are subject to warranty and construction defect claims arising in the ordinary course of business. The amounts payable under these claims, both in legal fees and remedying any construction defects, can be significant and could exceed the profits made from the project. As a consequence, we may maintain liability insurance, obtain indemnities and certificates of insurance from contractors generally covering claims related to workmanship and materials, and create warranty and other reserves for projects based on historical experience and qualitative risks associated with the type of project built. Because of the uncertainties inherent in these matters, we cannot provide any assurance that our insurance coverage, contractor arrangements and reserves will be adequate to address some or all of our warranty and construction defect claims in the future. For example, contractual indemnities may be difficult to enforce, we may be responsible for applicable self-insured retentions, and certain claims may not be covered by insurance or may exceed applicable coverage limits. Additionally, the coverage offered, and the availability of liability insurance for construction defects, could be limited or costly. Accordingly, we cannot provide any assurance that such coverage will be adequate, available at an acceptable cost, or available at all.
We face competition for the acquisition, development, and management and leasing of real estate properties, which may impede our ability to grow our operations or may increase the cost of these activities.
There are numerous other developers, buyers, managers and owners of commercial real estate and undeveloped land that compete or may compete with us for management and leasing revenues, land for development, properties for acquisition and disposition, and for tenants and purchasers of properties, including other REITs, private institutional investors, and other owner-operators of commercial real estate. Larger REITs may enjoy competitive advantages that result from a lower cost of capital. Intense competition may increase the market price we would have to pay to acquire properties or could lead to increased supply of space, which could then increase vacancies, the need for increased tenant incentives, decreased rents, sales prices or sales volume, or lack of development opportunities.
We may be unable to identify and complete acquisitions of properties that meet our criteria, which may impede our growth.
Our business strategy involves the acquisition of retail, industrial, and other properties. These activities require us to identify suitable acquisition candidates or investment opportunities that meet our criteria. We evaluate the market of available properties and may attempt to acquire properties when strategic opportunities exist. We may be unable to acquire properties that we have
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identified as potential acquisition opportunities due to various factors, including but not limited to, the inability to (i) negotiate terms agreeable to the parties involved, (ii) satisfy conditions to closing, or (iii) finance the acquisition on favorable terms, or at all. In addition, we may incur significant costs and divert management attention in connection with evaluating and negotiating potential acquisitions, including ones that we are subsequently not able to complete. If we are unable to acquire properties on favorable terms, or at all, our financial condition, results of operations, and cash flow, as well as our ability to grow could be adversely affected.
Risks Related to Our Financing
We may need to incur additional indebtedness, in the future, which could adversely affect our business, financial condition, and ability to make distributions to our shareholders.
We have obtained, and may continue to obtain, lines of credit, and other long-term financing that may be secured by our real estate assets. In connection with executing our business strategies, we expect to evaluate additional acquisitions and strategic investments, and we may elect to finance these endeavors by incurring additional indebtedness. We may also incur mortgage debt on real estate assets that we already own as a source of liquidity. In addition, we may borrow as necessary to ensure that we maintain our qualification as a REIT for U.S. federal income tax purposes, including borrowings to satisfy the REIT requirement that we distribute at least 90% of our annual REIT taxable income to our shareholders (computed without regard to the dividends-paid deduction and excluding net capital gain). However, we cannot guarantee that we will be able to obtain any such borrowings on satisfactory terms. Additionally, if we have insufficient income to service any recourse debt obligations, our lenders could institute proceedings against us to foreclose upon our assets.
High debt levels could have material adverse consequences for the Company, including hindering our ability to adjust to changing market, industry, or economic conditions; limiting our ability to access the capital markets to refinance maturing debt or to fund acquisitions; requiring the use of a substantial portion of our cash flows for the payment of principal and interest on our debt, thereby limiting the amount of free cash flow available for future operations, acquisitions, distributions, stock repurchases, or other uses; making us more vulnerable to economic or industry downturns, including interest rate increases; and placing us at a competitive disadvantage compared to less leveraged competitors.
We may face potential difficulties in obtaining operating and development capital.
The successful execution of our strategy requires substantial amounts of operating and development capital. Sources of such capital could include banks, life insurance companies, public and private offerings of debt or equity, including rights offerings, sale of certain assets and joint venture partners. If our investment or credit profile deteriorates significantly, our access to the debt or equity capital markets may become restricted, our cost of capital may increase, or we may not be able to refinance debt at the same levels or on the same terms. Further, we rely on our ability to obtain and draw on a revolving credit facility to support our operations. Volatility in the credit and financial markets or deterioration in our credit profile may prevent us from accessing funds. There is no assurance that any capital will be available on terms acceptable to us, or at all, to satisfy our short or long-term cash needs.
We may raise additional capital in the future on terms that are more stringent to us, which could provide holders of new issuances rights, preferences and privileges that are senior to those currently held by our common shareholders, or that could result in dilution of common stock ownership.
As noted above, the successful execution of our strategy requires substantial amounts of operating and development capital. If our capital needs are not able to be filled through our existing liquidity sources (e.g., our revolving credit facility), we may require additional capital. If we incur additional debt or raise equity, the terms of the debt or equity issued may give the holders rights, preferences and privileges senior to those of holders of our common stock, particularly in the event of liquidation. The terms of any new debt may also impose additional and more stringent restrictions on our operations than currently in place. If we issue additional common equity, either through public or private offerings or rights offerings, existing common shareholders' percentage ownership in us would decline if they do not participate on a ratable basis.
Failure to comply with certain restrictive financial covenants contained in our credit facilities could impose restrictions on our business segments, capital availability or the ability to pursue other activities.
Our credit facilities and term debt contain certain restrictive financial covenants. If we breach any of the covenants and such breach is not cured in a timely manner or waived by the lenders, and such event results in default, our access to credit may be limited or terminated and the lenders could declare any outstanding amounts immediately due and payable. We further may be limited in our ability to make distributions to our shareholders in event of default.
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Covenants in our loan agreements may restrict our operations and adversely affect our financial condition and ability to make distributions to our shareholders.
When providing financing, a lender may impose restrictions on us that affect operating policies and our ability to incur additional debt. Our loan agreements may contain covenants that limit our ability to further mortgage a property. In addition, loan agreements may limit our ability to enter into or terminate certain operating or lease agreements related to a property. These or other limitations would decrease our operating flexibility and our ability to achieve our operating objectives, which may adversely affect our financial condition and ability to make distributions to our shareholders.
Increasing interest rates would increase our overall interest expense.
Although a significant amount of our outstanding debt has fixed interest rates, we borrow funds at variable interest rates under our revolving credit facility. Interest expense on our floating-rate debt increases as interest rates rise. Additionally, the interest expense associated with fixed-rate debt could rise in future periods when the debt matures and is refinanced. Furthermore, the value of our commercial real estate portfolio and the market price of our stock could decline if market interest rates increase and investors seek alternative investments with higher distribution rates.
Hedging activity may expose us to risks, including the risks that a counterparty will not perform and that the hedge will not yield the economic benefits we anticipate, which may adversely affect our financial condition, cash flows, and results of operations.
From time to time, we manage our exposure to interest rate volatility by using interest rate hedging arrangements that involve risk, including but not limited to, the risk that counterparties may fail to honor their obligations under these arrangements, that these arrangements may not be effective in reducing our exposure to interest rate changes, and that we may be required to pay the counterparty if interest rates decrease in the future below the hedged amount. There can be no assurance that our hedging arrangements will qualify for hedge accounting or that our hedging activities will have the desired beneficial impact on our results of operations. Should we desire to terminate a hedging agreement, there may be significant costs and cash requirements involved to fulfill our obligations under the hedging agreement. Failure to hedge effectively against interest rate changes may adversely affect our financial condition, cash flows, and results of operations.
Risks Related to Our Business Continuity
Security breaches through cyber attacks or intrusions, or other significant disruptions of the Company's information technology ("IT") networks, communications, and related systems could impair our ability to operate, adversely affect our financial condition, and damage our reputation.
We rely extensively on IT and communication systems to process transactions and to operate and manage our business and face risks associated with security breaches, whether through cyber attacks or cyber intrusions over the Internet, malware, computer viruses, attachments to e-mails, persons inside the Company or persons with access to systems inside the Company. The risk of a security breach or disruption, particularly through cyber attack or cyber intrusion, including by computer hackers, foreign governments and cyber terrorists, has generally increased as the number, intensity and sophistication of attempted attacks and intrusions from around the world have increased. The Company’s IT networks and related systems are essential to the operation of its business and its ability to perform day-to-day operations. Furthermore, a significant subset of our employees partially operate in a remote work environment, which may exacerbate certain risks to our businesses, including an increased risk of cybersecurity attacks and increased risk of unauthorized dissemination of proprietary or confidential information.
Despite our implementation of security measures, there can be no assurance that our efforts to maintain the security and integrity of our systems will be effective or that attempted security breaches or disruptions would not be successful or damaging. A security breach or other significant disruption involving our systems could result in improper uses of our systems and interruptions in our operations, which in turn could have a material adverse effect on our income, cash flow, results of operations, financial condition, liquidity, the ability to service debt obligations, the market price of our common stock and our ability to pay dividends and other distributions to shareholders. We may also incur significant costs to remedy damages caused by security breaches.
These risks require continuous and likely increasing attention and other resources to identify and quantify these risks, upgrade, and expand the Company’s technologies, systems and processes to adequately address them and provide periodic training for the Company’s employees to assist them in detecting phishing, malware and other schemes. Such attention diverts time and other resources from other activities and there is no assurance that the Company’s efforts will be effective. Additionally, the Company relies on third-party service providers for certain aspects of the Company’s business. The Company can provide no assurance that the networks and systems that the Company’s third-party vendors have established or use will be effective. As
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the Company’s reliance on technology has increased, so have the risks posed to the Company’s information systems, both internal and those provided by the Company and third-party service providers.
In the normal course of business, the Company and its service providers collect and retain certain personal information provided by employees, tenants and vendors, and relies extensively on IT systems to process transactions and manage its business. The Company can provide no assurance that the data security measures designed to protect confidential information on the Company’s systems established by the Company and the Company’s service providers will be able to prevent unauthorized access to this personal information or that attempted security breaches or disruptions would not be successful or damaging.
The Company's business and operations could suffer in the event of system failures or interruptions.
The Company’s internal IT systems are vulnerable to damage from any number of sources, including computer viruses, unauthorized access, energy blackouts, natural disasters, terrorism, war, telecommunication failures, reliability issues, and integration and compatibility concerns. Further, we may experience failures caused by the intentional or inadvertent acts and errors by our employees or vendors. The Company has implemented policies and procedures around its IT systems, including security measures, employee training, system redundancies, and the existence of a disaster recovery plan. However, any system failure or accident that causes interruptions in the Company’s operations could result in a material disruption to its business. The Company may incur additional costs to remedy damages caused by such disruptions, as well as increased demand for IT resources to support employees operating in a partially remote work environment.
Weather, natural disasters and the impacts of climate change may adversely affect our business.
As a result of climate change, we may experience extreme weather and changes in precipitation and temperature, including natural disasters. Should the impact of climate change be significant or occur for lengthy periods of time, our financial condition or results of operations would be adversely affected.
Our real estate assets are vulnerable to natural disasters, such as hurricanes, earthquakes, tsunamis, floods, sea level rise, wildfires, tornadoes and unusually heavy or prolonged rain, which could cause personal injury and loss of life. In addition, natural disasters could damage our real estate holdings, including dams and reservoirs within our Land Operations segment, which could result in substantial repair or replacement costs to the extent not covered by insurance, a reduction in property values, or a loss of revenue, and could have an adverse effect on our ability to develop, lease and sell properties. The occurrence of natural disasters could also cause increases in property insurance rates and deductibles, which could reduce demand for, or increase the cost of, owning or developing our properties.
We maintain casualty insurance under policies we believe to be adequate and appropriate. These policies are generally subject to large retentions and deductibles. Some types of losses, such as losses resulting from physical damage to dams, generally are not insured. In some cases, we retain the entire risk of loss because it is not economically prudent to purchase insurance coverage or because of the perceived remoteness of the risk. Other risks are uninsured because insurance coverage may not be commercially available. Finally, we retain all risk of loss that exceeds the limits of our insurance.
Political crises, public health crises and other events beyond our control may adversely impact our operations and profitability.
Political crises (including but not limited to heightened security measures, war, actual or threatened terrorist attacks, efforts to combat terrorism or other acts of violence) and public health crises (including, but not limited to, pandemics) may cause consumer confidence and spending to decrease, or may affect the ability or willingness of tourists to travel to Hawai‘i, thereby adversely affecting Hawai‘i’s economy and us. Further, as our business is concentrated in Hawai‘i, an attack on Hawai‘i as a result of war or terrorism may severely or irreparably harm the Company.
Such events beyond our control could adversely affect trade and global and local economies and may lead to actions limiting trade and population movement and the movement of goods through the supply chain, as well as other impacts to business and consumer demand, which may adversely affect the Company’s business, operating results and financial condition.
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Risks Related to Our REIT Status
Because qualification as a REIT involves highly technical and complex provisions of the Code, there can be no assurance that we will remain qualified as a REIT for U.S. federal income tax purposes.
We have determined that we operated in compliance with the REIT requirements commencing with the taxable year ended December 31, 2017. However, qualification as a REIT involves the application of highly technical and complex provisions of the Code, for which there may be only limited judicial or administrative interpretations, and depends on our ability to meet, on a continuing basis, various requirements concerning, among other things, the sources of our income, the nature of our assets, the diversity of our share ownership and the amounts we distribute to our shareholders. Our ability to satisfy the asset tests depends upon our analysis of the characterization and fair market values of our assets, some of which are not susceptible to a precise determination, and for which we will not obtain independent appraisals. The determination of various factual matters and circumstances not entirely within our control can potentially affect our ability to continue to qualify as a REIT. In addition, no assurance can be given that future legislation, regulations, administrative interpretations or court decisions will not significantly change the requirements for qualification as a REIT or adversely affect the U.S. federal income tax consequences of such qualification. In addition, our ability to satisfy the requirements to qualify as a REIT depends, in part, on the actions of third parties, over which we have no control or only limited influence. Even a technical or inadvertent violation could jeopardize our REIT qualification.
Although we intend to operate in a manner consistent with the REIT requirements, we cannot be certain that we will remain so qualified. Under current law, if we fail to qualify as a REIT in any taxable year, we would not be allowed a deduction for dividends paid to shareholders in computing our net taxable income. In addition, our taxable income would be subject to U.S. federal and state income tax at the regular corporate rates. Also, unless we are entitled to relief under certain Code provisions, we would also be disqualified from re-electing REIT status for the four taxable years following the year during which we failed to qualify as a REIT. Cash available for distribution to our shareholders would be significantly reduced for each year in which we do not qualify as a REIT. In that event, we would not be required to continue to make distributions.
Although we currently intend to continue to qualify as a REIT, it is possible that future economic, market, legal, tax or other considerations may cause us, without the consent of our shareholders, to revoke the REIT election or to otherwise take action that would result in disqualification.
U.S. federal, state and local legislative, judicial or regulatory tax changes could have an adverse effect on our shareholders and us.
The present U.S. federal income tax treatment of REITs and their shareholders may be modified, possibly with retroactive effect, by legislative, judicial or administrative action at any time, which could affect the U.S. federal income tax treatment of an investment in us. The U.S. federal income tax rules dealing with REITs are constantly under review by persons involved in the legislative process, the Internal Revenue Service ("IRS") and the U.S. Treasury Department, which results in statutory changes as well as frequent revisions to regulations and interpretations. We cannot predict how changes in the tax laws might affect our investors or us. Revisions in U.S. federal income tax laws and interpretations thereof could significantly and negatively affect our ability to qualify as a REIT and the tax considerations relevant to an investment in us, or could cause us to change our investments and commitments.
At the state level, the Hawai‘i State legislature has repeatedly considered, and is currently considering, legislation that would (i) eliminate (i.e., repeal) the REIT dividends paid deduction for Hawai‘i State income tax purposes related to income generated in Hawai‘i for a number of years or permanently, and/or (ii) mandate withholding of Hawai‘i State income tax on dividends paid to out-of-state shareholders. These provisions could result in double taxation of REIT income in Hawai‘i under the Hawai‘i tax code, reduce returns to shareholders and make our stock less attractive to investors, which could in turn lower the value of our stock.
You are urged to consult with your tax advisor with respect to the status of legislative, regulatory or administrative developments and proposals and their potential effect on an investment in our stock.
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Complying with the REIT requirements may cause us to sell assets or forgo otherwise attractive investment opportunities.
To maintain our qualification as a REIT, we must continually satisfy various requirements concerning, among other things, the nature of our assets, the sources of our income and the amounts we distribute to our shareholders. For example, we must ensure that, at the end of each calendar quarter, at least 75% of the value of our total assets consists of some combination of “real estate assets” (as defined in the Code), cash, cash items and U.S. government securities. The remainder of our investments (other than government securities, qualified real estate assets and securities issued by a taxable REIT subsidiary ("TRS")) generally cannot include more than 10% of the outstanding voting securities of any one issuer or more than 10% of the total value of the outstanding securities of any one issuer. In addition, in general, no more than 5% of the value of our total assets (other than government securities, qualified real estate assets and securities issued by a TRS) can consist of the securities of any one issuer, and no more than 20% of the value of our total assets can be represented by securities of one or more TRS. If we fail to comply with these requirements at the end of any calendar quarter, we must correct the failure within 30 days after the end of the calendar quarter or qualify for certain statutory relief provisions to avoid losing our REIT qualification and suffering adverse tax consequences. As a result, we may be required to sell assets or forgo otherwise attractive investment opportunities. These actions could have the effect of reducing our income, amounts available for distribution to our shareholders and amounts available for making payments on our indebtedness.
We may be required to borrow funds, sell assets or raise equity to satisfy our REIT distribution requirements, which could adversely affect our ability to execute our business plan and grow.
We generally must distribute annually at least 90% of our REIT taxable income, determined without regard to the dividends paid deduction and excluding any net capital gains, to maintain our qualification as a REIT. To the extent that we satisfy this distribution requirement and qualify as a REIT but distribute less than 100% of our REIT taxable income, including any net capital gains, we will be subject to tax at ordinary corporate tax rates on the retained portion. In addition, we will be subject to a 4% nondeductible excise tax if the actual amount that we distribute to our shareholders in a calendar year is less than a minimum amount specified under U.S. federal tax laws. We intend to make distributions to our shareholders to comply with the REIT requirements of the Code and avoid corporate income tax and the 4% annual excise tax.
From time to time, we may generate taxable income greater than our cash flow as a result of differences in timing between the recognition of taxable income and the actual receipt of cash or the effect of nondeductible capital expenditures, the creation of reserves or required debt or amortization payments. If we do not have other funds available in these situations, we could be required to borrow funds on unfavorable terms, sell assets at disadvantageous prices or distribute amounts that would otherwise be invested in future acquisitions, to make distributions sufficient to enable us to pay out enough of our taxable income to satisfy the REIT distribution requirement and to avoid corporate income tax and the 4% excise tax in a particular year. These alternatives could increase our costs or reduce our equity or adversely impact our ability to raise short- and long- term debt. Furthermore, the REIT distribution requirements may increase the financing we need to fund capital expenditures and further growth and expansion initiatives. Thus, compliance with the REIT requirements may hinder our ability to grow, which could adversely affect the value of our common stock.
Whether we issue equity, at what price and the amount and other terms of any such issuances will depend on many factors, including alternative sources of capital, our then-existing leverage, our need for additional capital, market conditions and other factors beyond our control. If we raise additional funds through the issuance of equity securities or debt convertible into equity securities, the percentage of stock owned by our existing shareholders may be reduced. In addition, new equity securities or convertible debt securities could have rights, preferences and privileges senior to those of our current shareholders, which could substantially decrease the value of our securities owned by them. Depending on the share price we are able to obtain, we may have to sell a significant number of shares to raise the capital we deem necessary to execute our long-term strategy, and our shareholders may experience dilution in the value of their shares as a result.
Dividends payable by REITs generally do not qualify for the reduced tax rates available for some dividends.
The maximum U.S. federal income tax rate applicable to income from “qualified dividends” payable to U.S. shareholders that are individuals, trusts and estates is currently 20%, exclusive of the 3.8% net investment income tax. Dividends payable by REITs, however, generally are not eligible for the reduced rates applicable to qualified dividends. Although these rules do not adversely affect the taxation of REITs, the more favorable rates applicable to regular corporate qualified dividends could cause investors who are individuals, trusts and estates to perceive investments in REITs to be relatively less attractive than investments in the stocks of non-REIT corporations that pay dividends, which could adversely affect the value of the stock of REITs, including our common stock. Shareholders that are individuals, trusts or estates are generally entitled to a deduction equal to 20% of the aggregate amount of ordinary income dividends received from a REIT, subject to certain limitations.
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The REIT ownership limitations and transfer restrictions contained in our articles of incorporation may restrict or prevent certain transfers of our common stock, could have unintended antitakeover effects and may not be successful in preserving our qualification for taxation as a REIT.
For us to remain qualified for taxation as a REIT, among other requirements, not more than 50% of the value of outstanding shares of our capital stock may be owned, beneficially or constructively, by five or fewer individuals (as defined in the Code to include certain entities) at any time during the last half of each taxable year beginning with our 2018 taxable year. Also, such shares must be beneficially owned by 100 or more persons during at least 335 days of a taxable year of 12 months or during a proportionate part of a shorter taxable year beginning with our 2018 taxable year. In addition, a person actually or constructively owning 10% or more of the vote or value of the shares of our capital stock could lead to a level of affiliation between the Company and one or more of its tenants that could cause our revenues from such affiliated tenants to not qualify as rents from real property. Our articles of incorporation include certain restrictions regarding transfers of our shares of capital stock and ownership limits that are intended to assist us in satisfying these limitations, among other purposes.
Subject to certain exceptions, our articles of incorporation prohibit any shareholder from owning, beneficially or constructively, more than (i) 9.8% in value of the outstanding shares of all classes or series of our capital stock or (ii) 9.8% in value or number, whichever is more restrictive, of the outstanding shares of any class or series of our capital stock. Additionally, the constructive ownership rules for these limits are complex and groups of related individuals or entities may be deemed a single owner and consequently in violation of the share ownership limits. As a result, the acquisition of less than 9.8% of our outstanding common stock (or the outstanding shares of any class or series of our stock) by an individual or entity could cause that individual or entity, or another individual or entity, to own constructively in excess of the relevant ownership limits. Any attempt to own or transfer shares of our common stock, or of any of our other capital stock in violation of these restrictions, may result in the shares being automatically transferred to a charitable trust or may be void. As a result, if a violative transfer were made, the recipient of the shares would not acquire any economic or voting rights attributable to the transferred shares.
The transfer restrictions and ownership limits may prevent certain transfers of our common stock. These restrictions and limits may not be adequate in all cases, however, to prevent our qualification for taxation as a REIT from being jeopardized, including under the affiliated tenant rule. Furthermore, there can be no assurance that we will be able to enforce the ownership limits. If the restrictions in our articles of incorporation are not effective and, as a result, we fail to satisfy the REIT tax rules described above, then absent an applicable relief provision, we will fail to remain qualified for taxation as a REIT.
The ownership limits contained in our articles of incorporation may have the effect of delaying, deterring or preventing a change of control of us that might involve a premium price for our stock or otherwise be in the best interests of our shareholders. As a result, the overall effect of the ownership limitations and transfer restrictions may be to render more difficult or discourage any attempt to acquire us, even if such acquisition may be favorable to the interests of our shareholders. This potential inability to obtain a premium could reduce the price of our common stock.
Our cash distributions are not guaranteed and may fluctuate.
A REIT generally is required to distribute at least 90% of its REIT taxable income to its shareholders (determined without regard to the dividends paid deduction and excluding any net capital gains). Generally, we expect to distribute all, or substantially all, of our REIT taxable income, including net capital gains, so as to not be subject to the income or excise tax on undistributed REIT taxable income. Our Board of Directors, in its sole discretion, will determine on a quarterly basis the amount of cash to be distributed to our shareholders based on a number of factors including, but not limited to, our results of operations, cash flow and capital requirements, economic conditions, tax considerations, borrowing capacity and other factors, including debt covenant restrictions, that may impose limitations on cash payments and plans for future acquisitions and divestitures. Consequently, our distribution levels may fluctuate.
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Certain of our business activities may be subject to corporate-level income tax and other taxes, which would reduce our cash flows, and would cause potential deferred and contingent tax liabilities.
Our TRS assets and operations are subject to U.S. federal income taxes at regular corporate rates. We also may be subject to a variety of other taxes, including payroll taxes and state, local, and foreign income, property, transfer and other taxes on assets and operations. In addition, we could, in certain circumstances, be required to pay an excise or penalty tax, which could be significant in amount, to utilize one or more relief provisions under the Code to maintain qualification for taxation as a REIT. We also could incur a 100% excise tax on transactions with a TRS, if they are not conducted on an arm’s length basis, or we also could be subject to tax in situations and on transactions not presently contemplated. Any of these taxes would decrease our earnings and our available cash.
The tax imposed on REITs engaging in “prohibited transactions” may limit our ability to engage in transactions that would be treated as sales for U.S. federal income tax purposes.
A REIT’s net income from prohibited transactions is subject to a 100% penalty tax. The term “prohibited transaction” generally includes a sale or other disposition of property (including mortgage loans, but other than foreclosure property, as discussed below) that is held primarily for sale to customers in the ordinary course of a REIT's trade or business. We might be subject to this tax if we were to dispose of or securitize loans in a manner that was treated as a prohibited transaction for U.S. federal income tax purposes.
We intend to conduct our operations so that no asset that we own (or are treated as owning) will be treated as, or as having been, held for sale to customers, and that a sale of any such asset will not be treated as having been in the ordinary course of our business. As a result, we may choose not to engage in certain sales of loans at the REIT level, and may limit the structures we utilize for our securitization transactions, even though such sales or structures might otherwise be beneficial to us. In addition, whether property is held “primarily for sale to customers in the ordinary course of a trade or business” depends on the particular facts and circumstances. No assurance can be given that any property that we sell will not be treated as property held for sale to customers, or that we can comply with certain safe-harbor provisions of the Code that would prevent such treatment. The 100% prohibited transaction tax does not apply to gains from the sale of property that is held through a TRS or other taxable corporation, although such income will be subject to tax in the hands of the corporation at regular corporate rates. We intend to structure our activities to prevent prohibited transaction characterization.
The ability of our Board of Directors to revoke our REIT qualification, without shareholder approval, may cause adverse consequences to our shareholders.
Our articles of incorporation provide that the Board of Directors may revoke or otherwise terminate our REIT election, without the approval of our shareholders, if it determines that it is no longer in our best interests to continue to qualify as a REIT. If we cease to be a REIT, we will not be allowed a deduction for dividends paid to shareholders in computing our taxable income, and we will be subject to U.S. federal income tax at regular corporate rates, which may have adverse consequences on our total return to our shareholders.
Regulatory and Legal Risks
Governmental entities have adopted or may adopt regulatory requirements that may restrict our development activity.
We are subject to laws and regulations that affect the land development process, including zoning and permitted land uses. Government entities have adopted or may approve regulations or laws that could negatively impact the availability of land and development opportunities. It is possible that requirements will be imposed on developers that could adversely affect our ability to develop projects in the affected markets or could require that we satisfy additional administrative and regulatory requirements, which could delay development progress or increase the development costs to us.
Governmental entities have adopted or may adopt regulatory requirements related to dams, reservoirs, and other water infrastructure that may adversely affect our operations.
We are subject to inspections and regulations that apply to certain of our dams, reservoirs, and other water infrastructure. Certain of these facilities have deficiencies noted by the State of Hawai‘i, which we are working with the regulators to resolve. It is possible that current or future requirements imposed on landowners and dam owners/operators may require that we satisfy additional administrative and regulatory requirements and thereby increase the holding costs to us and/or decrease the operational utility of the subject facilities.
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Changes to federal, state or local law or regulations, including environmental laws and regulations, may adversely affect our business.
We are subject to federal, state and local laws and regulations, including government rate, land use, environmental, climate-related and tax laws and regulations. Compliance or noncompliance with, or changes to, the laws and regulations governing our business, including as a result of executive orders, could impose significant additional costs on us and adversely affect our financial condition and results of operations. For example, our real estate-related segments are subject to numerous federal, state and local laws and regulations, which, if changed or not complied with, may adversely affect our business.
We frequently utilize §1031 of the Code to defer taxes when selling qualifying real estate and reinvesting the proceeds in replacement properties. This often occurs when we sell bulk parcels of land in Hawai‘i or commercial properties in Hawai‘i, all of which typically have a very low tax basis. A repeal of, or adverse amendment to, §1031 of the Code could impose significant additional costs on us.
The Company’s operations and properties are subject to various federal, state and local laws and regulations concerning the protection of the environment, including Occupational Safety and Health Administration regulations; Environmental Protection Agency regulations; and state and county permits related to our operations. Under some environmental laws, a current or previous owner or operator of real estate may be required to investigate and clean up hazardous or toxic substances released at a property. The owner or operator may also be held liable to a governmental entity or to third parties for property damage or personal injuries and for investigation and clean-up costs incurred by those parties because of the contamination. These laws often impose liability without regard to whether the owner or operator knew of the release of the substances or caused the release. The presence of contamination or the failure to remediate contamination may impair the Company’s ability to sell or lease real estate or to borrow using the real estate as collateral. Other laws and regulations govern indoor and outdoor air quality including those that can require the abatement or removal of asbestos-containing materials in the event of damage, demolition, renovation or remodeling and also govern emissions of and exposure to asbestos fibers in the air. The maintenance and removal of lead paint and certain electrical equipment containing polychlorinated biphenyls (“PCBs”) and underground storage tanks are also regulated by federal and state laws. The Company is also subject to risks associated with human exposure to chemical or biological contaminants such as molds, pollens, viruses and bacteria which, above certain levels, can be alleged to be connected to allergic or other health effects and symptoms in susceptible individuals. The Company could incur fines for environmental compliance and be held liable for the costs of remedial action with respect to the foregoing regulated substances or tanks or related claims arising out of environmental contamination or human exposure to contamination at or from its properties. Identification of compliance concerns or undiscovered areas of contamination, changes in the extent or known scope of contamination, discovery of additional sites, human exposure to the contamination or changes in cleanup or compliance requirements could result in significant costs to the Company. Moreover, compliance with new laws or regulations such as those related to climate change, including compliance with “green” building codes, or more stringent laws or regulations or stricter interpretations of existing laws may require material expenditures by the Company.
We are subject to, and may in the future be subject to, disputes, legal or other proceedings, or government inquiries or investigations, that could have an adverse effect on us.
The nature of our business exposes us to the potential for disputes, legal or other proceedings, or government inquiries or investigations, relating to labor and employment matters, contractual disputes, personal injury and property damage, environmental matters, construction litigation, business practices, and other matters, as discussed in the other risk factors disclosed in this section. These disputes could harm our business by distracting our management from the operation of our business. If these disputes develop into proceedings, these proceedings could result in significant expenditures or losses by us. Further, as a real estate developer, we may face warranty and construction defect claims, as described under “Risks Related to Our Investments in Real Estate.”
ITEM 1B. UNRESOLVED STAFF COMMENTS
None.
ITEM 1C. CYBERSECURITY
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ITEM 2. DESCRIPTION OF PROPERTIES BY SEGMENT
Commercial Real Estate
Asset classes
The Company owns and operates a portfolio of improved properties within three asset classes in Hawai‘i (retail, industrial and office). The following table presents a summary of GLA square footage ("SF") by the improved property asset class and location as of December 31, 2025:
| Oahu | Maui | Kauai | Hawai‘i Island | Total | |||||||||||||||||||
| Retail | 1,723,300 | 288,600 | 228,600 | 222,100 | 2,462,600 | ||||||||||||||||||
| Industrial | 1,037,600 | 163,600 | 64,600 | 86,700 | 1,352,500 | ||||||||||||||||||
| Office | 37,100 | 108,500 | — | — | 145,600 | ||||||||||||||||||
| Total | 2,798,000 | 560,700 | 293,200 | 308,800 | 3,960,700 | ||||||||||||||||||
The Company also owns 145 acres of land in Hawai‘i, primarily on Oahu and Maui, of which substantially all is leased pursuant to urban ground leases as of December 31, 2025.
Improved properties
Most of the Company's improved retail, industrial and office properties are located on Oahu and Maui, with a smaller number of holdings on Hawai‘i (island) and Kauai. The occupancy for the improved properties portfolio (i.e., the percentage of square footage leased and commenced to gross leasable space at the end of the period reported, "Leased Occupancy") was 95.6% as of December 31, 2025, and 94.6% as of December 31, 2024. For properties in the portfolio, the Company presents annualized base rent ("ABR") for each of its improved properties on a total and per-square-foot ("PSF") basis; ABR is calculated by multiplying the current month's contractual base rent by twelve.
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As of December 31, 2025, the Company's commercial real estate improved property assets were as follows (dollars in thousands, except PSF data):
| Property | Island | Year Built/ Renovated | Current GLA (SF) | Leased/Economic Occupancy | ABR | ABR PSF | ||||||||||||||||||||
| Retail: | ||||||||||||||||||||||||||
| 1 | Pearl Highlands Center | Oahu | 1992-1994 | 412,200 | 99.8% | 99.7% | $ | 11,571 | $ | 28.14 | ||||||||||||||||
| 2 | Kailua Retail | Oahu | 1947-2014 | 338,200 | 97.0% | 96.0% | 13,897 | 43.12 | ||||||||||||||||||
| 3 | Laulani Village | Oahu | 2012 | 175,300 | 97.8% | 97.8% | 7,356 | 42.92 | ||||||||||||||||||
| 4 | Waianae Mall | Oahu | 1975 | 170,800 | 96.2% | 96.2% | 4,078 | 25.02 | ||||||||||||||||||
| 5 | Manoa Marketplace | Oahu | 1977, 2023 | 142,500 | 95.4% | 92.1% | 5,091 | 39.29 | ||||||||||||||||||
| 6 | Queens' MarketPlace | Hawai‘i Island | 2007 | 133,700 | 86.3% | 79.3% | 5,091 | 57.05 | ||||||||||||||||||
| 7 | Kaneohe Bay Shopping Center (Leasehold) | Oahu | 1971 | 125,500 | 99.5% | 99.5% | 3,549 | 28.42 | ||||||||||||||||||
| 8 | Hokulei Village | Kauai | 2015 | 119,000 | 100.0% | 100.0% | 4,830 | 40.59 | ||||||||||||||||||
| 9 | Pu‘unene Shopping Center | Maui | 2017 | 118,000 | 78.4% | 78.4% | 4,941 | 53.41 | ||||||||||||||||||
| 10 | Waipio Shopping Center | Oahu | 1986, 2004 | 113,800 | 98.6% | 98.6% | 3,914 | 34.98 | ||||||||||||||||||
| 11 | Aikahi Park Shopping Center | Oahu | 1971, 2022 | 97,300 | 92.2% | 89.1% | 3,522 | 41.48 | ||||||||||||||||||
| 12 | Lanihau Marketplace | Hawai‘i Island | 1987 | 88,400 | 95.5% | 94.3% | 1,649 | 19.79 | ||||||||||||||||||
| 13 | The Shops at Kukui`ula | Kauai | 2009 | 86,000 | 96.7% | 92.3% | 4,161 | 54.92 | ||||||||||||||||||
| 14 | Ho‘okele Shopping Center | Maui | 2019 | 71,400 | 98.7% | 96.1% | 2,908 | 42.40 | ||||||||||||||||||
| 15 | Kunia Shopping Center | Oahu | 2004 | 60,600 | 86.5% | 84.8% | 2,187 | 43.65 | ||||||||||||||||||
| 16 | Kahului Shopping Center1 | Maui | 1951 | 49,100 | 84.1% | 84.1% | 800 | 19.39 | ||||||||||||||||||
| 17 | Lau Hala Shops | Oahu | 2018 | 46,300 | 100.0% | 100.0% | 2,756 | 59.57 | ||||||||||||||||||
| 18 | Napili Plaza | Maui | 1991 | 45,600 | 100.0% | 89.9% | 1,460 | 36.71 | ||||||||||||||||||
| 19 | Gateway Mililani Mauka | Oahu | 2008, 2013 | 34,900 | 96.8% | 91.7% | 2,098 | 65.61 | ||||||||||||||||||
| 20 | Port Allen Marina Center | Kauai | 2002 | 23,600 | 76.3% | 76.3% | 650 | 36.08 | ||||||||||||||||||
| 21 | The Collection | Oahu | 2017 | 5,900 | 100.0% | 100.0% | 369 | 62.54 | ||||||||||||||||||
| 22 | 22 Hana Highway1 | Maui | 1999 | 4,500 | 100.0% | 100.0% | 151 | 33.50 | ||||||||||||||||||
| Subtotal – Retail | 2,462,600 | 95.4% | 94.0% | $ | 87,029 | $ | 38.08 | |||||||||||||||||||
| Industrial: | ||||||||||||||||||||||||||
| 1 | Komohana Industrial Park | Oahu | 1990 | 222,000 | 100.0% | 100.0% | $ | 3,614 | $ | 16.28 | ||||||||||||||||
| 2 | Kaka`ako Commerce Center | Oahu | 1969 | 201,100 | 96.9% | 96.9% | 2,720 | 14.09 | ||||||||||||||||||
| 3 | Waipio Industrial | Oahu | 1988-1989 | 158,400 | 99.4% | 99.4% | 3,043 | 19.33 | ||||||||||||||||||
| 4 | Opule Industrial | Oahu | 2005-2006, 2018 | 151,500 | 100.0% | 100.0% | 2,787 | 18.40 | ||||||||||||||||||
| 5 | P&L Warehouse | Maui | 1970 | 104,100 | 100.0% | 100.0% | 1,788 | 17.17 | ||||||||||||||||||
| 6 | Kapolei Enterprise Center | Oahu | 2019 | 93,100 | 100.0% | 100.0% | 1,799 | 19.33 | ||||||||||||||||||
| 7 | Honokohau Industrial | Hawai‘i Island | 2004-2006, 2008 | 86,700 | 96.0% | 96.0% | 1,421 | 17.08 | ||||||||||||||||||
| 8 | Waihona Industrial1 | Oahu | 1981,1988,2001,2008 | 81,500 | 100.0% | 100.0% | 1,620 | 19.88 | ||||||||||||||||||
| 9 | Kailua Industrial / Other | Oahu | 1951-1974 | 68,900 | 97.8% | 95.2% | 1,281 | 19.54 | ||||||||||||||||||
| 10 | Port Allen Center | Kauai | 1983, 1993 | 64,600 | 97.8% | 97.8% | 870 | 13.77 | ||||||||||||||||||
| 11 | Harbor Industrial1 | Maui | 1930 | 51,100 | 62.0% | 62.0% | 482 | 15.19 | ||||||||||||||||||
| 12 | Kaomi Loop Industrial | Oahu | 2005 | 33,200 | 100.0% | 100.0% | 559 | 16.82 | ||||||||||||||||||
| 13 | Kahai Street Industrial | Oahu | 1973 | 27,900 | 100.0% | 100.0% | 435 | 15.60 | ||||||||||||||||||
| 14 | Maui Lani Industrial | Maui | 2010 | 8,400 | 100.0% | 100.0% | 165 | 19.64 | ||||||||||||||||||
| Subtotal – Industrial | 1,352,500 | 97.6% | 97.4% | $ | 22,584 | $ | 17.16 | |||||||||||||||||||
| Office: | ||||||||||||||||||||||||||
| 1 | Kahului Office Building1 | Maui | 1974 | 59,000 | 70.7% | 69.2% | $ | 1,264 | $ | 31.00 | ||||||||||||||||
| 2 | Gateway at Mililani Mauka South | Oahu | 1992, 2006 | 37,100 | 100.0% | 100.0% | 1,925 | 51.82 | ||||||||||||||||||
| 3 | Kahului Office Center | Maui | 1991 | 35,800 | 94.1% | 92.2% | 1,103 | 33.43 | ||||||||||||||||||
| 4 | Lono Center1 | Maui | 1973 | 13,700 | 37.2% | 37.2% | 129 | 32.23 | ||||||||||||||||||
| Subtotal – Office | 145,600 | 80.8% | 79.7% | $ | 4,421 | $ | 38.47 | |||||||||||||||||||
| Total – Improved Portfolio | 3,960,700 | 95.6% | 94.7% | $ | 114,034 | $ | 30.69 | |||||||||||||||||||
1Property is currently not included in the same-store ("Same-Store") pool. The Same-Store pool excludes properties under development, and properties acquired or sold during either of the comparable reporting periods. The Same-Store pool may also exclude properties that are fully or partially taken out of service for the purpose of redevelopment or repositioning. Management judgment is involved in the classification of properties for exclusion from the Same-Store pool when they are no longer considered stabilized due to redevelopment or other factors. Properties are moved into the Same-Store pool after one full calendar year of stabilized operation. | ||||||||||||||||||||||||||
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Ground leases
The Company's portfolio of commercial ground leases at December 31, 2025, was as follows (dollars in thousands):
| Property Name | Location (City, Island) | Acres | Property Type | Exp. Year | Current ABR | ||||||||||||||||||
| 1 | Windward City Shopping Center | Kaneohe, Oahu | 15.4 | Retail | 2035 | $ | 3,886 | ||||||||||||||||
| 2 | Owner/Operator | Kapolei, Oahu | 36.4 | Industrial | 2025 | 3,540 | |||||||||||||||||
| 3 | Owner/Operator | Honolulu, Oahu | 9.0 | Retail | 2045 | 2,283 | |||||||||||||||||
| 4 | Kaimuki Shopping Center | Honolulu, Oahu | 2.8 | Retail | 2040 | 2,039 | |||||||||||||||||
| 5 | S&F Industrial | Kahului, Maui | 52.0 | Industrial | 2059 | 1,433 | |||||||||||||||||
| 6 | Owner/Operator | Kaneohe, Oahu | 3.7 | Retail | 2048 | 1,059 | |||||||||||||||||
| 7 | Pali Palms Plaza | Kailua, Oahu | 3.3 | Office | 2037 | 992 | |||||||||||||||||
| 8 | Windward Town and Country Plaza I | Kailua, Oahu | 3.4 | Retail | 2062 | 963 | |||||||||||||||||
| 9 | Windward Town and Country Plaza II | Kailua, Oahu | 2.2 | Retail | 2062 | 621 | |||||||||||||||||
| 10 | Owner/Operator | Kailua, Oahu | 1.9 | Retail | 2034 | 470 | |||||||||||||||||
| 11 | Owner/Operator | Honolulu, Oahu | 0.5 | Retail | 2028 | 404 | |||||||||||||||||
| 12 | Owner/Operator | Honolulu, Oahu | 0.5 | Retail | 2028 | 381 | |||||||||||||||||
| 13 | Seven-Eleven Kailua Center | Kailua, Oahu | 0.9 | Retail | 2033 | 344 | |||||||||||||||||
| 14 | Owner/Operator | Kahului, Maui | 0.8 | Retail | 2026 | 289 | |||||||||||||||||
| 15 | Owner/Operator | Honolulu, Oahu | 0.7 | Industrial | 2030 | 275 | |||||||||||||||||
| 16 | Owner/Operator | Kahului, Maui | 0.8 | Industrial | MTM2 | 249 | |||||||||||||||||
| 17 | Owner/Operator | Kahului, Maui | 0.4 | Retail | 2027 | 195 | |||||||||||||||||
| 18 | Owner/Operator | Kailua, Oahu | 0.4 | Retail | 2030 | 194 | |||||||||||||||||
| 19 | Owner/Operator | Kahului, Maui | 0.9 | Retail | 2030 | 155 | |||||||||||||||||
| 20 | Wendy's | Kailua, Oahu | 0.5 | Retail | 2046 | 142 | |||||||||||||||||
Remainder1 | Various | 8.5 | Various | Various | 674 | ||||||||||||||||||
| Total - Ground Leases | 145.0 | $ | 20,588 | ||||||||||||||||||||
1A portion of these properties are currently not included in the Same-Store pool. The Same-Store pool excludes properties under development, and properties acquired or sold during either of the comparable reporting periods. The Same-Store pool may also exclude properties that are fully or partially taken out of service for the purpose of redevelopment or repositioning. Management judgment is involved in the classification of properties for exclusion from the Same-Store pool when they are no longer considered stabilized due to redevelopment or other factors. Properties are moved into the Same-Store pool after one full calendar year of stabilized operation. | |||||||||||||||||||||||
2Lease is currently month-to-month. | |||||||||||||||||||||||
Land Operations
The Company's Land Operations segment primarily consists of the Company's legacy landholdings and other legacy assets and liabilities.
Real Estate Investments
At December 31, 2025, the Company's real estate investments related to its Land Operations segment were as follows (amounts in thousands):
| Carrying Value | |||||||||||
| ASSETS | |||||||||||
| Real estate investments | |||||||||||
| Real estate property | $ | 1,278 | |||||||||
| Accumulated depreciation | (158) | ||||||||||
| Real estate property, net | 1,120 | ||||||||||
| Real estate developments | 41,566 | ||||||||||
| Investments in real estate joint ventures and partnerships | 5,907 | ||||||||||
| Real estate investments, net | $ | 48,593 | |||||||||
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Core Real Estate Development Projects
As of December 31, 2025, the Company's Land Operations segment has one remaining active, core real estate development-for-sale project, Maui Business Park (Phase II) ("Maui Business Park"). Maui Business Park represents the second phase of the Company's Maui Business Park project in Kahului, Maui, Hawai‘i and is zoned for light industrial, retail, and office use. A summary of the project as of December 31, 2025, is as follows:
| (in millions) | ||||||||||||||||||||
| Project | Location | Product Type | Remaining Sellable Acres1 | Acres Under Contract2 | Estimated Total Project Cost | Total Project Costs Incurred to Date | ||||||||||||||
| Maui Business Park | Kahului, Maui | Light industrial lots | 24.0 | 12.5 | $ | 92.1 | $ | 65.5 | ||||||||||||
1 Remaining sellable acres may change due to updates in overall development plan that results in modification of planned roads and easements. The remaining sellable acres provide potential to add up to 520,000 sq. ft. of industrial GLA to the improved portfolio if developed. | ||||||||||||||||||||
2 Includes 12.5 acres under contract with a delayed closing pending subdivision completion. | ||||||||||||||||||||
ITEM 3. LEGAL PROCEEDINGS
The information set forth under the "Legal proceedings and other contingencies" section in Note 10 – Commitments and Contingencies of Notes to Consolidated Financial Statements, included in Part II, Item 8 of this report, is incorporated herein by reference.
ITEM 4. MINE SAFETY DISCLOSURES
Not applicable.
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PART II
ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
Market Information
The common stock of Alexander & Baldwin, Inc. ("A&B" or the "Company") is listed on the New York Stock Exchange under the ticker symbol "ALEX". As of February 13, 2026, there were approximately 1,636 shareholders of record. In addition, Cede & Co., which appears as a single record holder, represents the holdings of thousands of beneficial owners of the Company's common stock.
Dividends
The Company elected to be taxed as a real estate investment trust ("REIT") for U.S. federal income tax purposes under the Internal Revenue Code of 1986, as amended (the "Code"), commencing with its taxable year ended December 31, 2017. As a REIT, the Company is generally required to distribute at least 90% of its REIT taxable income to its shareholders (determined without regard to the dividends paid deduction and excluding any net capital gains). The Company has distributed and intends to continue to distribute REIT taxable income, including net capital gains, to its shareholders that will enable the Company to meet the distribution requirements applicable to REITs under the Code. The Company's Board of Directors, in its sole discretion, determines on a quarterly basis the amount of cash to be distributed to the Company's shareholders based on a number of factors including, but not limited to, the Company's results of operations, cash flow and capital requirements, economic conditions, tax considerations, borrowing capacity and other factors, including debt covenant restrictions, that may impose limitations on cash payments and plans for future acquisitions and divestitures. Notwithstanding, during the term of the Merger Agreement, the Company may not pay dividends, except as reasonably necessary to avoid incurring entity-level income or excise taxes or to maintain its tax status as a real estate investment trust, and any such dividends would result in an offsetting decrease to the per-share merger consideration paid to our shareholders under the Merger Agreement at the closing of the Merger.
Issuer Purchases and Sales of Equity Securities
In October 2023, the Company's Board of Directors authorized the Company to repurchase up to $100.0 million of its common stock beginning on January 1, 2024, and ending on December 31, 2025. During the quarter ended December 31, 2025, the Company purchased 120,041 shares of its common stock. In October 2025, the Company's Board of Directors authorized the Company to repurchase up to $100.0 million of its common stock beginning on January 1, 2026, and ending on December 31, 2027.
The following summarizes the Company's purchases of equity securities and use of proceeds for the fourth quarter of fiscal year 2025.
| Issuer Purchases of Equity Securities | |||||||||||||||||
| Execution Date | Total Number of Shares Purchased | Average Price Paid per Share¹ | Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs | Approximate Dollar Value of Shares that May Yet Be Purchased Under the Plans or Programs | |||||||||||||
| (in thousands) | |||||||||||||||||
| October 1-31, 2025 | — | $ | — | 5,830 | $ | 99,908 | |||||||||||
| November 1-30, 2025 | 120,041 | $ | 15.72 | 125,871 | $ | 98,021 | |||||||||||
| December 1-31, 2025 | — | $ | — | 125,871 | $ | 98,021 | |||||||||||
1The average price paid per share includes $0.03 commission fee per share.
There were no unregistered equity securities sold by the Company during 2025 or 2024.
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The graph below compares the cumulative total return on the Company’s common stock with that of the Standard & Poor's 500 Stock Index (“S&P 500”) and two industry peer group indices, FTSE Nareit All Equity REITs and FTSE Nareit Equity Shopping Centers, from December 31, 2020, through December 31, 2025. The stock price performance graph assumes that an investor invested $100 in each of the Company and the indices, and the reinvestment of any dividends. The comparisons in the graph are provided in accordance with the SEC disclosure requirements and are not intended to forecast or be indicative of the future performance of the Company's shares of common stock.
ITEM 6. RESERVED
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ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Forward-Looking Statements
Statements in this Form 10-K that are not historical facts are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 and involve a number of risks and uncertainties that could cause actual results to differ materially from those contemplated by the relevant forward-looking statements. These forward-looking statements include, but are not limited to, statements that relate to future events or conditions, including without limitation, the statements in Part I, Item 1. “Business” and Item 1A. “Risk Factors,” Part II, Item 7. “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” and Note 1 of the Notes to Consolidated Financial Statements included in this Form 10-K, regarding the pending merger (the “Merger”) of Alexander & Baldwin, Inc. ("A&B" or the "Company") with and into a wholly owned subsidiary of a joint venture formed by MW Group and funds affiliated with Blackstone Real Estate and DivcoWest (the “Merger”); the likelihood of the satisfaction of the conditions to the completion of the Merger and whether and when the Merger will be consummated; any anticipated effects of the announcement or pendency of the Merger on the Company’s business, expenses related to the Merger and any potential future costs; and statements regarding possible or assumed future results of operations, business strategies, growth opportunities and competitive positions. In addition, words such as “believes,” “expects,” “anticipates,” “intends,” “plans,” “estimates,” “projects,” “forecasts,” and future or conditional verbs such as “will,” “may,” “could,” “should,” and “would,” as well as any other statement that necessarily depends on future events, are intended to identify forward-looking statements. Such forward-looking statements speak only as of the date the statements were made and are not guarantees of future performance. Forward-looking statements are subject to a number of risks, uncertainties, assumptions and other factors that could cause actual results and the timing of certain events to differ materially from those expressed in or implied by the forward-looking statements. These factors include, but are not limited to, prevailing market conditions and other factors related to the Company's REIT status and the Company's business, and those discussed in Part I, Item 1A of this Form 10-K under the heading "Risk Factors." The information in this Form 10-K should be evaluated in light of these important risk factors. The Company does not undertake any obligation to update any forward-looking statements.
The risk factors discussed in "Risk Factors" could cause our results to differ materially from those expressed in forward-looking statements. There may be other risks and uncertainties that we are unable to predict at this time or that we currently do not expect to have a material adverse effect on our financial position, results of operations or cash flows. Any such risks could cause our results to differ materially from those expressed in forward-looking statements.
Introduction and Objective
This Management's Discussion and Analysis of Financial Condition and Results of Operations ("MD&A") should be read in conjunction with the Consolidated Financial Statements and related Notes included in Part II, Item 8. Financial Statements and Supplementary Data, of this Annual Report on Form 10-K, our Current Reports on Form 8-K and our other filings with the Securities and Exchange Commission. This section generally discusses 2025 and 2024 items and year-to-year comparisons between 2025 and 2024; and provides additional material information about the Company's business, recent developments and financial condition; its results of operations at a consolidated and segment level; its liquidity and capital resources including an evaluation of the amounts and certainty of cash flows from operations and from outside sources; and how certain accounting principles, policies, and estimates affect its financial statements. Discussions of 2023 items and year-to-year comparisons between 2024 and 2023 that are not included in this Form 10-K can be found in Management's Discussion and Analysis of Financial Condition and Results of Operations in Part II, Item 7 of the Company's Annual Report on Form 10-K for the year ended December 31, 2024. MD&A is organized as follows:
•Business Overview: This section provides a general description of the Company's business, as well as recent developments that management believes are important in understanding its results of operations and financial condition or in understanding anticipated future trends.
•Consolidated Results of Operations: This section provides an analysis of the Company's consolidated results of operations.
•Analysis of Operating Revenue and Profit by Segment: This section provides an analysis of the Company's results of operations by business segment.
•Liquidity and Capital Resources: This section provides a discussion of the Company's liquidity, financial condition and an analysis of its cash flows, including a discussion of the Company's ability to fund its future commitments and ongoing operating activities in the short-term (i.e., over the next twelve months from the most recent fiscal period end)
30
and in the long-term (i.e., beyond the next twelve months) through internal and external sources of capital. It includes an evaluation of the amounts and certainty of cash flows from operations and from outside sources.
•Critical Accounting Estimates: This section identifies and summarizes the significant judgments or estimates on the part of management in preparing the Company's consolidated financial statements that may materially impact the Company's reported results of operations and financial condition.
Amounts in the MD&A section are rounded to the nearest thousand. Accordingly, a recalculation of totals and percentages, if based on the reported data, may be slightly different.
Business Overview
Reportable segments
The Company operates two segments: Commercial Real Estate and Land Operations. A description of each of the Company's reportable segments is as follows:
•Commercial Real Estate ("CRE") - This segment functions as a vertically integrated real estate investment company with core competencies in property management and in-house leasing (i.e., executing new and renegotiating renewal lease arrangements, managing its properties' day-to-day operations and maintaining positive tenant relationships); investments and acquisitions (i.e., identifying opportunities and acquiring properties); and construction and development (i.e., designing and ground-up development of new properties or repositioning and redevelopment of existing properties). The Company's preferred asset classes include improved properties in retail and industrial spaces, and also urban ground leases. Its focus within improved retail properties, in particular, is on grocery-anchored neighborhood shopping centers that meet the daily needs of Hawai‘i communities. Through its core competencies and with its experience and relationships in Hawai‘i, the Company seeks to create places that enhance the lives of Hawai‘i residents and to provide venues and opportunities that enable its tenants to thrive. Income from this segment is principally generated by owning, operating, and leasing real estate assets.
•Land Operations - This segment includes the Company's legacy landholdings, joint venture investments, and liabilities that are subject to the Company's simplification and monetization effort. Financial results from this segment are principally derived from real estate development and unimproved land sales and joint venture activity.
Agreement and Plan of Merger
On December 8, 2025, the Company entered into an Agreement and Plan of Merger (the "Merger Agreement") with Tropic Purchaser LLC, a Delaware limited liability company ("Parent"), and Tropic Merger Sub LLC, a Hawaii limited liability company and wholly owned subsidiary of Parent ("Merger Sub"). Parent is a joint venture formed by MW Group and funds affiliated with Blackstone Real Estate and DivcoWest. The Merger Agreement provides that, upon the terms and subject to the conditions set forth therein, the Company will merge with and into Merger Sub (the "Merger") and the separate existence of the Company will cease and Merger Sub will survive as a wholly owned subsidiary of Parent. The Merger is expected to close in the first quarter of 2026, subject to customary closing conditions, including approval of the Company's shareholders.
At the effective time of the Merger (the "Effective Time"), each share of common stock, without par value, of the Company that is issued and outstanding immediately prior to the Effective Time (other than (i) shares of common stock held by the Company or any subsidiary of the Company or by Parent or Merger Sub immediately prior to the Effective Time and (ii) shares of common stock with respect to which dissenters’ rights have been properly exercised in accordance with Part XIV of the Hawaii Business Corporation Act and perfected and not withdrawn) will be automatically cancelled and converted into the right to receive $21.20 in cash, without interest and less any applicable withholding taxes and our fourth quarter 2025 dividend of $0.35 per share (resulting in a net payment at closing of $20.85 less any applicable withholding taxes).
If the Merger is consummated, the shares of the Company's common stock currently listed on the New York Stock Exchange (the "NYSE") will be delisted from the NYSE and will subsequently be deregistered under the Securities Exchange Act of 1934, as amended (the “Exchange Act”).
The consummation of the Merger is subject to certain customary closing conditions, including, among others, (i) approval of the Merger Agreement by the affirmative vote of the holders of a majority of the outstanding shares of the Company common stock entitled to vote on the Merger Agreement, (ii) the absence of a law or order restraining, enjoining, rendering illegal or otherwise prohibiting the consummation of the Merger, and (iii) the absence of a Company Material Adverse Effect (as defined in the Merger Agreement). The Merger is expected to close in the first quarter of 2026.
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The foregoing description of the Merger Agreement is qualified in its entirety by reference to the full text of the Merger Agreement, which has been filed as Exhibit 2.1 to the Current Report on Form 8-K that the Company filed with the SEC on December 8, 2025. For additional information regarding the Merger and the terms of the Merger Agreement, see also the definitive proxy statement on Schedule 14A that the Company filed with the SEC on January 23, 2026 (as it may be amended or supplemented from time to time).
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Consolidated Results of Operations
For an understanding of the significant factors that influenced our performance during fiscal 2025 and 2024, the following analysis of the consolidated financial condition and results of operations of the Company and its subsidiaries should be read in conjunction with the Consolidated Financial Statements and related Notes included in Part II, Item 8 of this Annual Report on Form 10-K.
| Favorable (Unfavorable) Change | ||||||||||||||||||||||||||
| (amounts in thousands, except percentage data and per share data) | 2025 | 2024 | $ | % | ||||||||||||||||||||||
| Operating revenue | $ | 206,673 | $ | 236,641 | $ | (29,968) | (12.7) | % | ||||||||||||||||||
| Cost of operations | (110,566) | (128,995) | 18,429 | 14.3 | % | |||||||||||||||||||||
| Selling, general, and administrative | (28,126) | (29,822) | 1,696 | 5.7 | % | |||||||||||||||||||||
| Merger transaction costs | (7,101) | — | (7,101) | 0 | NM | |||||||||||||||||||||
| Impairment of assets | — | (256) | 256 | 0 | 100.0 | % | ||||||||||||||||||||
| Gain (loss) on commercial real estate transactions | 7,454 | 51 | 7,403 | 145X | ||||||||||||||||||||||
Gain (loss) on disposal of assets and settlements, net | 11,685 | 2,148 | 9,537 | 4X | ||||||||||||||||||||||
| Operating income (loss) | 80,019 | 79,767 | 252 | 0.3 | % | |||||||||||||||||||||
| Income (loss) related to joint ventures and partnerships | 8,288 | 4,556 | 3,732 | 81.9 | % | |||||||||||||||||||||
| Impairment of equity method investment | (406) | — | (406) | NM | ||||||||||||||||||||||
| Interest and other income (expense), net | 416 | 3,023 | (2,607) | (86.2) | % | |||||||||||||||||||||
| Interest expense | (23,801) | (23,169) | (632) | (2.7) | % | |||||||||||||||||||||
| Income tax benefit (expense) | 69 | (174) | 243 | NM | ||||||||||||||||||||||
| Income (loss) from continuing operations | 64,585 | 64,003 | 582 | 0.9 | % | |||||||||||||||||||||
| Income (loss) from discontinued operations (net of income taxes) | 89 | (3,466) | 3,555 | NM | ||||||||||||||||||||||
| Net income (loss) | 64,674 | 60,537 | 4,137 | 6.8 | % | |||||||||||||||||||||
| Earnings per share: | ||||||||||||||||||||||||||
| Basic earnings (loss) per share - continuing operations | $ | 0.89 | $ | 0.88 | $ | 0.01 | 1.1 | % | ||||||||||||||||||
| Basic earnings (loss) per share - discontinued operations | — | (0.05) | 0.05 | 100.0 | % | |||||||||||||||||||||
| Basic earnings (loss) per share of common stock: | $ | 0.89 | $ | 0.83 | $ | 0.06 | 7.2 | % | ||||||||||||||||||
| Diluted earnings (loss) per share - continuing operations | $ | 0.89 | $ | 0.88 | $ | 0.01 | 1.1 | % | ||||||||||||||||||
| Diluted earnings (loss) per share - discontinued operations | — | (0.05) | 0.05 | 100.0 | % | |||||||||||||||||||||
| Diluted earnings (loss) per share of common stock: | $ | 0.89 | $ | 0.83 | $ | 0.06 | 7.2 | % | ||||||||||||||||||
| Continuing operations available to A&B common shareholders | $ | 64,585 | $ | 63,980 | $ | 605 | 0.9 | % | ||||||||||||||||||
| Discontinued operations available to A&B common shareholders | 89 | (3,466) | 3,555 | NM | ||||||||||||||||||||||
| Net income (loss) available to A&B common shareholders | $ | 64,674 | $ | 60,514 | $ | 4,160 | 6.9 | % | ||||||||||||||||||
Funds From Operations ("FFO")1 | $ | 95,251 | $ | 100,006 | $ | (4,755) | (4.8) | % | ||||||||||||||||||
Adjusted FFO1 | $ | 75,129 | $ | 80,064 | $ | (4,935) | (6.2) | % | ||||||||||||||||||
| FFO per diluted share | $ | 1.30 | $ | 1.37 | $ | (0.07) | (5.1) | % | ||||||||||||||||||
Weighted average diluted shares outstanding (FFO)2 | 73,047 | 72,752 | ||||||||||||||||||||||||
1 For definitions of capitalized terms and a discussion of management's use of non-GAAP financial measures and the required reconciliations of non-GAAP measures to GAAP measures, refer to page 39. | ||||||||||||||||||||||||||
2 May differ from figure used in the consolidated statements of operations based on differing dilutive effects for net income (loss) versus FFO. | ||||||||||||||||||||||||||
The causes of material changes in the consolidated statements of operations for the year ended December 31, 2025, as compared to the year ended December 31, 2024, are described below or in the Analysis of Operating Revenue and Profit by Segment sections below.
Operating revenue for 2025 decreased 12.7%, or $30.0 million, to $206.7 million primarily due to lower revenues from the Land Operations segment's land sales, partially offset by increases in rental and recovery revenues from the Commercial Real Estate segment. During the current year, the Company sold approximately 130 acres of legacy land holdings on Maui, and no development lots at Maui Business Park, compared to approximately 430 acres of legacy land holdings on Maui and Kauai, including an 81-acre residential-zoned parcel on Maui, as well as six development lots at Maui Business Park and two industrial-zoned development lots on Oahu in the prior year.
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Cost of operations for 2025 decreased 14.3%, or $18.4 million, to $110.6 million, due primarily to the Land Operations segment's lower cost of sales associated with the reduced land sales activity in the current year.
Selling, general, and administrative costs for 2025 decreased 5.7%, or $1.7 million, to $28.1 million due primarily to lower software and technology costs, charitable giving, personnel-related expenses, insurance and professional service fees.
Merger transaction costs of $7.1 million for the year ended December 31, 2025, relates to the Merger and consists primarily of legal consulting and financial advisory fees.
Gain (loss) on commercial real estate transactions of $7.5 million for the year ended December 31, 2025, is due primarily to two leases that met the criteria for classification as sales-type leases during the first and third quarters of 2025. Accordingly, the Company derecognized the associated real estate property and recognized $6.7 million in selling profit from sales-type leases. In addition, the Company recognized a gain of $0.8 million from the repossession of a CRE property located in Maui.
Gain (loss) on disposal of assets and settlements, net of $11.7 million for 2025 is primarily related to a contract modification and favorable resolution of the remaining rights and obligations from a land sale in a prior year. Gain (loss) on disposal of assets and settlements, net of $2.1 million for 2024 was related to the favorable resolution of contingent liabilities related to a prior year sale of a legacy business.
Income (loss) related to joint ventures and partnerships of $8.3 million for the year ended December 31, 2025, is primarily composed of earnings from the Company's unconsolidated investment in a materials company and a release of reserves held at a legacy real estate joint venture. The increase of $3.7 million from $4.6 million for the year ended December 31, 2024, is due primarily to the release of reserves.
Interest and other income (expense), net of $3.0 million for the year ended December 31, 2024, was due primarily to a gain on the fair value adjustment for two forward interest rate swaps and interest income related to a note receivable that was collected in 2024, partially offset by a one-time financing-related charge.
Loss from discontinued operations (net of income taxes) of $3.5 million for the year ended December 31, 2024, primarily relates to the resolution of cessation related liabilities associated with the Company's former sugar operations that did not reoccur in the current year.
34
Analysis of Operating Revenue and Profit by Segment
The following analysis should be read in conjunction with the consolidated financial statements and related notes thereto.
Commercial Real Estate
Financial results
Results of operations for the years ended December 31, 2025 and 2024, were as follows:
| Favorable (Unfavorable) Change | ||||||||||||||||||||||||||
| (amounts in thousands, except percentage data and acres; unaudited) | 2025 | 2024 | $ | % | ||||||||||||||||||||||
| Commercial Real Estate operating revenue | $ | 202,861 | $ | 197,365 | $ | 5,496 | 2.8 | % | ||||||||||||||||||
| Commercial Real Estate operating costs and expenses | (106,030) | (102,535) | (3,495) | (3.4) | % | |||||||||||||||||||||
| Selling, general and administrative | (5,997) | (5,372) | (625) | (11.6) | % | |||||||||||||||||||||
Intersegment operating revenue1 | — | 25 | (25) | (100.0) | % | |||||||||||||||||||||
| Impairment of assets | — | (256) | 256 | 100.0 | % | |||||||||||||||||||||
| Interest and other income (expense), net | 95 | 184 | (89) | (48.4) | % | |||||||||||||||||||||
| Commercial Real Estate operating profit (loss) | $ | 90,929 | $ | 89,411 | $ | 1,518 | 1.7 | % | ||||||||||||||||||
Net Operating Income ("NOI")2 | $ | 132,529 | $ | 127,478 | $ | 5,051 | 4.0 | % | ||||||||||||||||||
Same-Store Net Operating Income ("Same-Store NOI")2 | $ | 129,183 | $ | 124,707 | $ | 4,476 | 3.6 | % | ||||||||||||||||||
| Gross Leasable Area ("GLA") in square feet ("SF") for improved properties at end of period | 3,961 | 3,957 | 4 | 0.1 | % | |||||||||||||||||||||
| Ground leases (acres at end of period) | 145.0 | 142.0 | 3.0 | 2.1 | % | |||||||||||||||||||||
1 Intersegment operating revenue for Commercial Real Estate is primarily from the Land Operations segment and is eliminated in the consolidated results of operations. | ||||||||||||||||||||||||||
2 For a discussion of management's use of non-GAAP financial measures and the required reconciliations of non-GAAP measures to GAAP measures, refer to page 39. | ||||||||||||||||||||||||||
Commercial Real Estate operating revenue increased 2.8% or $5.5 million, to $202.9 million for the year ended December 31, 2025, as compared to the year ended December 31, 2024. Operating profit increased 1.7%, or $1.5 million, to $90.9 million for the year ended December 31, 2025, as compared to the year ended December 31, 2024. The increase in operating revenue from the prior year was due primarily to higher rental revenue, largely driven by the acquisition of Waihona Industrial in September 2024, the sales-type leases entered into in the first and third quarters of 2025 and increased overall occupancy, partially offset by higher depreciation expense primarily due to the Waihona Industrial acquisition, a $19.7 million anchor tenant improvement that was placed in service in first quarter of 2025, and accelerated depreciation that resulted from a revised economic life for an industrial asset identified for redevelopment.
Commercial Real Estate portfolio transactions
During the year ended December 31, 2025, the Company's commercial real estate transactions were as follows (dollars in millions):
Transactions | ||||||||||||||||||||||||||||||||
| Property | Location | Transaction Type | Date (Month/Year) | Purchase Price | GLA (SF) | |||||||||||||||||||||||||||
| Maui Business Park - 4.7-acre parcel subject to ground lease | Maui | Transfer-in | 3/25 | N/A1 | N/A2 | |||||||||||||||||||||||||||
22 Hana Highway3 | Maui | Repossession | 12/25 | N/A3 | 4,500 | |||||||||||||||||||||||||||
1 Represents an intercompany transaction. Land and land improvements transferred from the Land Operations segment. During the year ended December 31, 2025, the Company entered into a ground lease agreement for the transferred land, and the agreement was determined to meet the classification as a sales-type lease. | ||||||||||||||||||||||||||||||||
2 Transfer of land and land improvements only. | ||||||||||||||||||||||||||||||||
3 In December 2025, the Company took possession of a 4,500 square foot retail building for which the ground lease tenant was in default. In conjunction with the repossession, the Company recognized a gain on commercial real estate transactions equal to the fair value of the building of $0.8 million. Additionally, the ground asset was moved from the ground lease portfolio to the retail asset class within the Company's improved portfolio. | ||||||||||||||||||||||||||||||||
35
The Company made no acquisitions or dispositions of CRE improved properties or ground lease interests in land during the year ended December 31, 2025.
Leasing activity
During the year ended December 31, 2025, the Company signed 64 new leases and 136 renewal leases for its improved properties across its three asset classes, covering 722,700 square feet of GLA. The 64 new leases consist of 249,300 square feet with an average annual base rent of $27.16 per-square-foot. Of the 64 new leases, 28 leases with a total GLA of 45,600 square feet were considered comparable (i.e., leases executed for units that have been vacated in the previous 12 months for comparable space and comparable lease terms) and, for these 28 leases, resulted in a 10.2% average base rent increase over comparable expiring leases. The 136 renewal leases consist of 473,400 square feet with an average annual base rent of $29.29 per square foot. Of the 136 renewal leases, 115 leases with a total GLA of 329,600 were considered comparable and resulted in a 6.3% average base rent increase over comparable expiring leases. The Company signed three new ground lease renewals during the year ended December 31, 2025, of which two were considered comparable and resulted in a 3.4% base rent increase over the comparable expiring lease.
Leasing activity summarized by asset class for the year ended December 31, 2025, was as follows:
| Year Ended December 31, 2025 | ||||||||||||||
| Leases | GLA (SF) | ABR2,4/SF | Rent Spread3 | |||||||||||
| Retail | 133 | 295,419 | $40.69 | 7.6% | ||||||||||
| Industrial | 55 | 397,130 | $17.98 | 7.1% | ||||||||||
| Office | 12 | 30,176 | $48.90 | 2.1% | ||||||||||
| Subtotal - Improved | 200 | 722,725 | $28.55 | 6.8% | ||||||||||
Ground4,5 | 3 | N/A1 | $637 | 3.4% | ||||||||||
1 Not applicable for ground leases as such leases would not be comparable from a GLA (SF) perspective. | ||||||||||||||
2Annualized Base Rent ("ABR") as is relates to new and renewal leases is the first monthly contractual base rent multiplied by 12. Base rent is presented without consideration of percentage rent that may, in some cases, be significant. | ||||||||||||||
3 Rent spread is calculated for comparable leases, a subset of the total population of leases for the period presented (described above). | ||||||||||||||
4 Current ABR, in thousands, is presented for ground leases. | ||||||||||||||
5 During the year ended December 31, 2025, the Company entered into a non-comparable ground lease for a 4.7 acre land parcel located within Maui Business Park. As rent has not yet commenced for the lease, the ABR presented is the expected economic ABR. | ||||||||||||||
Occupancy
The Company reports three types of occupancy: "Leased Occupancy," "Physical Occupancy," and "Economic Occupancy."
The Leased Occupancy percentage calculates the square footage leased (i.e., the space has been committed to by a lessee under a signed lease agreement) as a percentage of total available improved property square footage as of the end of the period reported.
The Physical Occupancy percentage calculates the square footage leased and commenced (i.e., measured when the lessee has physical access to the space) as a percentage of total available improved property space at the end of the period reported.
The Economic Occupancy percentage calculates the square footage under leases for which the lessee is contractually obligated to make lease-related payments (i.e., subsequent to the rent commencement date) to total available improved property square footage as of the end of the period reported.
The Company's improved portfolio occupancy metrics as of December 31, 2025 and 2024, were as follows:
| As of | Basis Point Change | |||||||||||||||||||
| December 31, 2025 | December 31, 2024 | |||||||||||||||||||
| Leased Occupancy | 95.6% | 94.6% | 100 | |||||||||||||||||
| Physical Occupancy | 95.2% | 93.7% | 150 | |||||||||||||||||
| Economic Occupancy | 94.7% | 92.9% | 180 | |||||||||||||||||
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For further context, the Company's Leased Occupancy and Economic Occupancy metrics for its improved portfolio summarized by asset class – and the corresponding occupancy metrics for a category of properties that were owned and operated for the entirety of the prior calendar year and current period, to date ("Same-Store" as more fully described below) – as of December 31, 2025 and 2024, were as follows:
| Leased Occupancy | ||||||||||||||||||||
| As of | ||||||||||||||||||||
| December 31, 2025 | December 31, 2024 | Basis Point Change | ||||||||||||||||||
| Retail | 95.4% | 95.2% | 20 | |||||||||||||||||
| Industrial | 97.6% | 95.2% | 240 | |||||||||||||||||
| Office | 80.8% | 79.8% | 100 | |||||||||||||||||
| Total Leased Occupancy | 95.6% | 94.6% | 100 | |||||||||||||||||
| Economic Occupancy | ||||||||||||||||||||
| As of | ||||||||||||||||||||
| December 31, 2025 | December 31, 2024 | Basis Point Change | ||||||||||||||||||
| Retail | 94.0% | 92.8% | 120 | |||||||||||||||||
| Industrial | 97.4% | 95.0% | 240 | |||||||||||||||||
| Office | 79.7% | 74.7% | 500 | |||||||||||||||||
| Total Economic Occupancy | 94.7% | 92.9% | 180 | |||||||||||||||||
Same-Store Leased Occupancy1 | ||||||||||||||||||||
| As of | ||||||||||||||||||||
| December 31, 2025 | December 31, 2024 | Basis Point Change | ||||||||||||||||||
| Retail | 95.7% | 95.4% | 30 | |||||||||||||||||
| Industrial | 98.9% | 95.1% | 380 | |||||||||||||||||
| Office | 97.1% | 94.4% | 270 | |||||||||||||||||
| Total Same-Store Leased Occupancy | 96.8% | 95.3% | 150 | |||||||||||||||||
Same-Store Economic Occupancy1 | ||||||||||||||||||||
| As of | ||||||||||||||||||||
| December 31, 2025 | December 31, 2024 | Basis Point Change | ||||||||||||||||||
| Retail | 94.2% | 93.0% | 120 | |||||||||||||||||
| Industrial | 98.7% | 94.8% | 390 | |||||||||||||||||
| Office | 96.2% | 94.4% | 180 | |||||||||||||||||
| Total Same-Store Economic Occupancy | 95.8% | 93.6% | 220 | |||||||||||||||||
1The Same-Store pool excludes properties under development, and properties acquired or sold during either of the comparable reporting periods. The Same-Store pool may also exclude properties that are fully or partially taken out of service for the purpose of redevelopment or repositioning. Management judgment is involved in the classification of properties for exclusion from the Same-Store pool when they are no longer considered stabilized due to redevelopment or other factors. Properties are moved into the Same-Store pool after one full calendar year of stabilized operation. | ||||||||||||||||||||
Land Operations
Trends, events and uncertainties
The asset class mix of real estate sales in any given period can be diverse and may include developable subdivision lots, undeveloped land or property sold under threat of condemnation. Further, the timing of property or parcel sales can significantly affect operating results in a given period.
37
Operating profit reported in each period for the Land Operations segment does not necessarily follow a percentage of sales trend because the cost basis of property sold can differ significantly between transactions. For example, the sale of undeveloped land and vacant parcels in Hawai‘i may result in higher margins than the sale of developed property due to the low historical cost basis of the Company's Hawai‘i landholdings.
As a result, direct year-over-year comparison of the Land Operations segment results may not provide a consistent, measurable indicator of future performance. Further, Land Operations revenue trends, cash flows from the sales of real estate, and the amount of real estate available for sale on the Company's consolidated balance sheet do not necessarily indicate future profitability trends for this segment.
Financial results
Results of operations for the years ended December 31, 2025 and 2024, were as follows:
| (amounts in thousands; unaudited) | 2025 | 2024 | ||||||||||||
| Development sales revenue | $ | — | $ | 18,328 | ||||||||||
| Unimproved/other property sales revenue | 3,362 | 20,265 | ||||||||||||
Other operating revenue1 | 450 | 683 | ||||||||||||
| Total Land Operations operating revenue | 3,812 | 39,276 | ||||||||||||
Land Operations operating costs and expenses2 | (4,536) | (26,490) | ||||||||||||
| Selling, general, and administrative | (1,056) | (1,310) | ||||||||||||
Gain (loss) on disposal of assets and settlements, net | 11,748 | 2,148 | ||||||||||||
| Impairment of equity method investment | (406) | — | ||||||||||||
| Income (loss) related to joint ventures and partnerships | 8,288 | 4,556 | ||||||||||||
| Interest and other income (expense), net | (23) | 742 | ||||||||||||
| Total Land Operations operating profit (loss) | $ | 17,827 | $ | 18,922 | ||||||||||
1 Other operating revenue primarily includes revenue related to licensing and leasing of legacy agricultural lands during the twelve months ended December 31, 2025 and 2024. | ||||||||||||||
2 Includes intersegment operating charges for Land Operations that are from the Commercial Real Estate segment and are eliminated in the consolidated results of operations. | ||||||||||||||
2025: Land Operations operating revenue of $3.8 million for the year ended December 31, 2025, is primarily related to the sale of unimproved and other land holdings on the island of Maui.
Land Operations operating profit of $17.8 million during the year ended December 31, 2025, is primarily composed of the gain related to a contract modification and favorable resolution of remaining rights and obligations from a land sale in a prior year, equity earnings from joint ventures driven by earnings from the Company's unconsolidated investment in a materials company and a release of reserves held at a legacy real estate joint venture, and the margins resulting from unimproved land sales in the current year.
2024: Land Operations operating revenue of $39.3 million and related costs of sales of $26.5 million for the year ended December 31, 2024, are primarily related to the sale of approximately 430 acres of unimproved and other land holdings on Maui and Kauai for $20.3 million, including an 81-acre residential-zoned parcel on Maui, as well as six development lots at Maui Business Park for $10.2 million and two industrial-zoned development lots on Oahu for $8.1 million.
Land Operations operating profit of $18.9 million for the year ended December 31, 2024, is primarily composed of the margins resulting from land sales noted above, equity in earnings from joint ventures of $4.6 million primarily related to the Company's unconsolidated investment in a materials company, and the gain from disposals of assets of $2.1 million due to the favorable resolution of contingent liabilities related to the sale of a legacy business in a prior year, and charges related to legacy business environmental remediation activities.
38
Use of Non-GAAP Financial Measures
The Company uses non-GAAP measures when evaluating operating performance because management believes that they provide additional insight into the Company's and segments' operating results, and/or the underlying business trends affecting performance on a consistent and comparable basis from period to period. These measures generally are provided to investors as an additional means of evaluating the performance of ongoing operations. The non-GAAP financial information presented herein should be considered supplemental to, and not as a substitute for or superior to, financial measures calculated in accordance with GAAP.
Funds from Operations and Adjusted Funds From Operations
FFO is presented by the Company as a widely used non-GAAP measure of operating performance for real estate companies. FFO is computed in accordance with standards established by the National Association of Real Estate Investment Trusts (“Nareit”) and is calculated as follows: net income (loss) available to A&B common shareholders (calculated in accordance with GAAP), excluding (1) depreciation and amortization related to real estate, (2) gains and losses from the sale of certain real estate assets and selling profit or loss recognized on sales-type leases, (3) gains and losses from change in control, (4) impairment write-downs of certain real estate assets and investments in entities when the impairment is directly attributable to decreases in the value of depreciable real estate held by the entity, and (5) income (loss) from discontinued operations related to legacy business operations.
FFO serves as a supplemental measure to net income calculated in accordance with GAAP and management believes is useful for comparing the Company’s performance and operations to those of other REITs because it excludes items included in net income that do not relate to or are not indicative of its operating and financial performance, such as depreciation and amortization related to real estate, which assumes that the value of real estate assets diminishes predictably over time instead of fluctuating with market conditions, and items that can make periodic or peer analysis more difficult, such as gains and losses from the sale of CRE properties, impairment losses related to CRE properties, and income (loss) from discontinued operations. Management believes that FFO more accurately provides an investor an indication of the Company’s ability to incur and service debt, make capital expenditures and fund other needs.
FFO related to CRE and Corporate is a supplemental non-GAAP measure that refines FFO to reflect the operating performance of the Company's commercial real estate business. FFO related to CRE and Corporate is calculated by adjusting FFO to exclude the operating performance of the Company’s Land Operations segment. The Company also provides a reconciliation from CRE Operating Profit to FFO related to CRE and Corporate by including corporate, interest, and income tax expenses attributable to its commercial real estate business, and by excluding gains or losses on and depreciation and amortization of CRE properties, as well as distributions to participating securities. Management believes that FFO related to CRE and Corporate provides an additional measure to compare the Company’s performance by excluding legacy items from the Land Operations segment.
Adjusted FFO serves as a supplemental measure to net income calculated in accordance with GAAP and management believes may be more useful than FFO in evaluating the operating performance of the Company’s properties over the long term because it excludes from FFO the effects of certain items that do not relate to or are not indicative of the Company’s ongoing property operations, and by enhancing comparability to other REITs by enabling investors and analysts to assess property operating performance in comparison to other real estate companies.
Adjusted FFO is calculated by excluding from FFO certain items not related to ongoing property operations including share-based compensation, Merger transaction costs, straight-line lease adjustments and other non-cash adjustments, such as amortization of market lease adjustments, non-cash income related to sales-type leases, debt premium or discount and deferred financing cost amortization, maintenance capital expenditures, leasing commissions, provision for current expected credit losses and other non-comparable and non-operating items, including certain gains, losses, income, and expenses related to the Company’s legacy business operations and assets.
FFO, FFO related to CRE and Corporate, and Adjusted FFO do not represent alternatives to net income calculated in accordance with GAAP and should not be viewed as more prominent measures of performance than net income (loss) or cash flows from operations prepared in accordance with GAAP. In addition, FFO, FFO related to CRE and Corporate, and Adjusted FFO do not represent and should not be considered alternatives to cash generated from operating activities determined in accordance with GAAP, nor should they be used as measures of the Company’s liquidity, or cash available to fund the Company’s needs or pay distributions. FFO, FFO related to CRE and Corporate, and Adjusted FFO should be considered only as supplements to net income as a measure of the Company’s performance.
The Company reconciles FFO, FFO related to CRE and Corporate and Adjusted FFO to the most directly-comparable GAAP measure, Net Income (Loss) available to A&B common shareholders. The Company's FFO, FFO related to CRE and Corporate and Adjusted FFO may not be comparable to such metrics reported by other REITs due to possible differences in the
39
interpretation of the current Nareit definition used by such REITs. Reconciliations of net income (loss) available to A&B common shareholders to FFO, FFO related to CRE and Corporate, and Adjusted FFO for the years ended December 31, 2025 and 2024, are as follows (in thousands):
| 2025 | 2024 | |||||||||||||
| Net Income (Loss) available to A&B common shareholders | $ | 64,674 | $ | 60,514 | ||||||||||
| Depreciation and amortization of commercial real estate properties | 38,120 | 36,077 | ||||||||||||
(Gain) loss on commercial real estate transactions1 | (7,454) | (51) | ||||||||||||
| (Income) loss from discontinued operations, net of income taxes | (89) | 3,466 | ||||||||||||
| FFO | 95,251 | 100,006 | ||||||||||||
| Add (deduct) Adjusted FFO defined adjustments | ||||||||||||||
| Impairment losses - abandoned development costs | — | 256 | ||||||||||||
(Gain) loss on sale of legacy business2 | — | (2,125) | ||||||||||||
Non-cash changes to liabilities related to legacy operations3 | (10,957) | 2,028 | ||||||||||||
| Provision for (reversal of) current expected credit losses | 45 | (628) | ||||||||||||
| Impairment of equity method investment | 406 | — | ||||||||||||
Legacy joint venture (income) loss4 | (8,466) | (4,556) | ||||||||||||
| (Gain) loss on fair value adjustments related to interest rate swaps | — | (3,675) | ||||||||||||
Non-recurring financing and Merger transaction-related charges | 7,101 | 2,350 | ||||||||||||
| Amortization of share-based compensation | 5,912 | 4,795 | ||||||||||||
Maintenance capital expenditures5 | (12,716) | (15,103) | ||||||||||||
| Leasing commissions paid | (1,328) | (1,272) | ||||||||||||
Sales-type lease interest income adjustments | (701) | — | ||||||||||||
| Straight-line lease adjustments | (757) | (2,736) | ||||||||||||
| Amortization of net debt premiums or discounts and deferred financing costs | 1,694 | 1,095 | ||||||||||||
| Favorable (unfavorable) lease amortization | (355) | (371) | ||||||||||||
| Adjusted FFO | $ | 75,129 | $ | 80,064 | ||||||||||
1 Includes selling profits from sales-type leases. | ||||||||||||||
2 Amounts in 2024 are primarily due to the favorable resolution of contingent liabilities related to the prior year sale of a legacy business. | ||||||||||||||
3 Amounts in 2025 are mainly related to the favorable resolution of rights and obligations from a land sale in a prior year, partially offset by transfer of the Company's interest in a joint venture of $2.7 million. Amounts in 2024 are primarily related to environmental reserves associated with legacy business activities in the Land Operations segment. | ||||||||||||||
4 Includes joint ventures engaged in legacy business activities within the Land Operations segment. | ||||||||||||||
5 Includes ongoing maintenance capital expenditures only. | ||||||||||||||
| 2025 | 2024 | |||||||||||||
| Net Income (Loss) available to A&B common shareholders | $ | 64,674 | $ | 60,514 | ||||||||||
| Depreciation and amortization of commercial real estate properties | 38,120 | 36,077 | ||||||||||||
(Gain) loss on commercial real estate transactions1 | (7,454) | (51) | ||||||||||||
| (Income) loss from discontinued operations, net of income taxes | (89) | 3,466 | ||||||||||||
Land Operations operating (profit) loss | (17,827) | (18,922) | ||||||||||||
| FFO related to CRE and Corporate | $ | 77,424 | $ | 81,084 | ||||||||||
1 Includes selling profits from sales-type leases. | ||||||||||||||
40
| 2025 | 2024 | |||||||||||||
| CRE Operating Profit | $ | 90,929 | $ | 89,411 | ||||||||||
| Corporate and other expense | (27,893) | (21,038) | ||||||||||||
| CRE properties depreciation and amortization | 38,120 | 36,077 | ||||||||||||
| Interest expense | (23,801) | (23,169) | ||||||||||||
| Income tax benefit (expense) | 69 | (174) | ||||||||||||
| Distributions to participating securities | — | (23) | ||||||||||||
| FFO related to CRE and Corporate | $ | 77,424 | $ | 81,084 | ||||||||||
Net Operating Income and Same-Store Net Operating Income
NOI is a non-GAAP measure used internally in evaluating the unlevered performance of the Company's Commercial Real Estate portfolio. Management believes NOI provides useful information to investors regarding the Company's financial condition and results of operations because it reflects only the contract-based income that is realizable (i.e., assuming collectability is deemed probable) and direct property-related expenses paid or payable in cash that are incurred at the property level, as well as trends in occupancy rates, rental rates and operating costs. When compared across periods, NOI can be used to determine trends in earnings of the Company's properties as this measure is not affected by non-contract-based revenue (e.g., straight-line lease adjustments required under GAAP and amortization of lease incentives and favorable/unfavorable lease assets/liabilities); by non-cash expense recognition items (e.g., the impact of depreciation related to capitalized costs for improved properties and building/tenant space improvements, amortization of leasing commissions, or impairments); by non-cash income related to sales-type leases; or by other income, expenses, gains, or losses that do not directly relate to the Company's ownership and operations of the properties (e.g., indirect selling, general, administrative and other expenses, as well as lease termination income and interest and other income (expense), net). Management believes the exclusion of these items from Commercial Real Estate operating profit (loss) is useful because it provides a performance measure of the revenue and expenses directly involved in owning and operation real estate assets. NOI should not be viewed as a substitute for, or superior to, financial measures calculated in accordance with GAAP.
The Company reports NOI and Occupancy on a Same-Store basis, which includes the results of properties that were owned, operated, and stabilized for the entirety of the prior calendar year and current reporting period, year-to-date. The Same-Store pool excludes properties under development, and properties acquired or sold during either of the comparable reporting periods. The Same-Store pool may also exclude properties that are fully or partially taken out of service for the purpose of redevelopment or repositioning. Management judgment is involved in the classification of properties for exclusion from the Same-Store pool when they are no longer considered stabilized due to redevelopment or other factors. Properties are moved into the Same-Store pool after one full calendar year of stabilized operation.
Management believes that reporting on a Same-Store basis provides investors with additional information regarding the operating performance of comparable assets separate from other factors (such as the effect of developments, redevelopments, acquisitions or dispositions).
The Company's methods of calculating non-GAAP measures may differ from methods employed by other companies and thus may not be comparable to such other companies. Reconciliations of CRE operating profit (loss) to NOI for the years ended December 31, 2025 and 2024, are as follows (in thousands):
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| 2025 | 2024 | |||||||||||||
| CRE Operating Profit | $ | 90,929 | $ | 89,411 | ||||||||||
| Depreciation and amortization | 38,133 | 36,093 | ||||||||||||
| Straight-line lease adjustments | (757) | (2,736) | ||||||||||||
| Favorable (unfavorable) lease amortization | (355) | (371) | ||||||||||||
| Sales-type lease adjustments | (656) | — | ||||||||||||
| Termination fees and other | (654) | (347) | ||||||||||||
| Interest and other (income) expense, net | (95) | (184) | ||||||||||||
| Impairment of assets | — | 256 | ||||||||||||
| Selling, general and administrative | 5,984 | 5,356 | ||||||||||||
| NOI | $ | 132,529 | $ | 127,478 | ||||||||||
| Less: NOI from acquisitions, dispositions and other adjustments | (3,346) | (2,771) | ||||||||||||
| Same-store NOI | $ | 129,183 | $ | 124,707 | ||||||||||
Liquidity and Capital Resources
Overview
The Company's principal sources of liquidity to meet its business requirements and plans, both in the short-term (i.e., the next twelve months from December 31, 2025) and long-term (i.e., beyond the next twelve months), have generally been cash provided by operating activities; available cash and cash equivalents; and borrowing capacity under its credit facility. The Company's primary liquidity needs for its business requirements and plans have generally been funding shareholder distributions, known contractual obligations, and capital expenditures (including recent commercial real estate acquisitions and real estate developments); and supporting working capital needs.
The Company's ability to retain outstanding borrowings and utilize remaining amounts available under its revolving credit facility will depend on its continued compliance with the applicable financial covenants and other terms of the Company's notes payable and other debt arrangements. The Company was in compliance with its financial covenants for all outstanding balances as of December 31, 2025, and intends to operate in compliance with these covenants or seek to obtain waivers or modifications to these financial covenants to enable the Company to maintain compliance in the future. However, due to various uncertainties and factors outside of Management's control, the Company may be unable to continue to maintain compliance with certain of its financial covenants. Failure to maintain compliance with its financial covenants or obtain waivers or agree to modifications with its lenders would have a material adverse impact on the Company's financial condition.
Based on its current outlook, the Company believes that funds generated from cash provided by operating activities; available cash and cash equivalent balances; and borrowing capacity under its credit facility will be sufficient to meet the needs of the Company's business requirements and plans both in the short-term (i.e., the next twelve months from December 31, 2025) and long-term (i.e., beyond the next twelve months). There can be no assurance, however, that the Company will continue to generate cash flows at or above current levels or that it will be able to maintain its ability to borrow under its available credit facilities. As the circumstances underlying its current outlook may change, the Company will continue to actively monitor the situation and may take further actions that it determines is in the best interest of its business, financial condition and liquidity and capital resources.
Known contractual obligations
A description of material contractual commitments as of December 31, 2025, is included in Note 8 – Notes Payable and Other Debt, Note 9 – Derivative Instruments, Note 11 – Revenue and Contract Balances, Note 13 – Leases - The Company as a Lessee, and Note 15 – Employee Benefit Plans of the Notes to Consolidated Financial Statements and Part II, Item 8 of this report, and is herein incorporated by reference.
In addition, contractual interest payments for Notes payable and other debt in the short-term (i.e., over the next twelve months from December 31, 2025) and long-term (i.e., beyond the next twelve months) is estimated to be $22.8 million and $69.8 million, respectively (includes amounts based on contractual/fixed swap interest rates applied to future principal balances based on repayment schedules for secured and unsecured debt and also estimated interest on the revolving credit facility based on the outstanding balance and the rates in effect as of December 31, 2025).
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In June 2025, the Company and certain of its subsidiaries entered into a termination agreement with Mahi Pono Holdings, LLC ("Mahi Pono") and certain of its related entities ("the Termination Agreement") in which both parties mutually agreed to generally terminate the remaining rights and performance obligations related to a 2018 sale of approximately 41,000 acres of agricultural land on Maui. Under the Termination Agreement, the Company became obligated to pay $55.3 million to Mahi Pono in installments over a period of four years with $10.0 million paid upon execution of the Termination Agreement, $12.7 million payable on each of the first and second anniversaries of the Termination Agreement, and $10.0 million payable on each of the third and fourth anniversaries of the Termination Agreement. As of December 31, 2025, the remaining $45.3 million payable under the Termination Agreement is included in Refund liability in the consolidated balance sheets.
The Company expects that its short-term capital expenditures for contractual commitments related to development projects and building and tenant improvements (i.e., over the next twelve months from December 31, 2025) is estimated to be $37.1 million. The largest of such amounts pertain to contracts for two commercial real estate development and redevelopment projects for $26.6 million. The Company expects that its long-term capital expenditures for contractual commitments related to development projects and building and tenant improvements (i.e., beyond the next twelve months from December 31, 2025) is not material. Refer to Other uses (or sources) of liquidity below for additional discussion of the Company's total anticipated capital expenditures for 2026.
A description of other commitments, contingencies and off-balance sheet arrangements as of December 31, 2025, is included in Note 10 – Commitments and Contingencies of Notes to Consolidated Financial Statements, included in Part II, Item 8 of this report, and is herein incorporated by reference.
Sources of liquidity
As noted above, the Company's principal sources of liquidity are operating cash flows from continuing operations, which were $79.6 million for the year ended December 31, 2025, primarily driven by cash generated from CRE operations. The Company's cash flows from continuing operations provided by operating activities for the year ended December 31, 2025, reflects an decrease of $22.5 million from the prior year amount of $102.1 million, due primarily to lower cash proceeds of $19.1 million from unimproved and development land sales in 2025 as compared to 2024, compounded by a $10.0 million refund liability payment during the year ended December 31, 2025. These were partially offset by $6.3 million more cash collections of financing receivables related to prior years' unimproved and development land sales, higher operating cash distributions from joint ventures, and lower carrying costs associated with legacy landholdings for the year ended December 31, 2025. Total cash flows in future periods may be subject to variation from the Land Operations segment due to, among other factors, the varying activity in completing development and unimproved/other property sales.
During the term of the Merger Agreement, the Company may not pay dividends, except as reasonably necessary to avoid incurring entity-level income or excise taxes or to maintain its tax status as a real estate investment trust, and any such dividends would result in an offsetting decrease to the per-share merger consideration paid to our shareholders under the Merger Agreement at the closing of the Merger.
The Company's other primary sources of liquidity include its cash and cash equivalents of $11.3 million as of December 31, 2025, and the Company's revolving credit facility, which provides liquidity and flexibility on a short-term (i.e., the next twelve months from December 31, 2025), as well as long-term basis. With respect to the revolving credit facility, as of December 31, 2025, the Company had $8.0 million of borrowings outstanding, no letters of credit issued against, and $442.0 million of available capacity (with a term through October 17, 2028, and two six-month extension options).
On August 13, 2024, the Company entered into an at-the-market equity distribution agreement, or ATM Agreement, pursuant to which it may sell common stock up to an aggregate sales price of $200.0 million. Sales of common stock, if any, made pursuant to the ATM Agreement may be sold in negotiated transactions or transactions that are deemed to be “at the market” offerings, as defined in Rule 415 of the Securities Act of 1933, as amended. Actual sales will depend on a variety of factors including market conditions, the trading price of the Company's common stock, capital needs, and the Company's determination of the appropriate sources of funding to meet such needs. As of December 31, 2025, the Company has not sold any shares under the at-the-market offering program, nor has any obligation to sell the shares under the at-the-market offering program.
Other uses (or sources) of liquidity
The Company may use (or, in some periods, generate) cash through various investing activities or financing activities. Cash used in investing activities from continuing operations was $45.5 million for the year ended December 31, 2025, as compared to cash used in investing activities from continuing operations of $31.1 million for the year ended December 31, 2024. The year ended December 31, 2025, included capital expenditures for continuing operations of $52.2 million, which included non-recurring major renovations and charges for initial build-outs of previously unoccupied shell space of $21.5 million, partially
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offset by $3.4 million in cash proceeds from the collection of a note related to the disposal of an improved Commercial Real Estate property in 2024. The year ended December 31, 2024, included capital expenditures for continuing operations of $50.8 million, which included the purchase of a Commercial Real Estate property for $29.8 million, partially offset by $19.0 million in cash proceeds from the disposal of assets. The 2024 acquisition was structured as a partial like-kind exchange in accordance with Code §1031.
The Company primarily uses cash in investing activities for capital expenditures related to its CRE segment. For the year ended December 31, 2025, nearly all of the Company's capital expenditures for property, plant and equipment of $52.2 million related to the CRE segment. The Company further differentiates capital expenditures as follows (based on management's perspective on discretionary versus non-discretionary areas of spending for its CRE business):
•Ongoing Maintenance Capital Expenditures: Costs necessary to maintain building value, the current income stream, and position in the market.
•Discretionary Capital Expenditures: Property acquisition, development and redevelopment activity, and tenant improvements to generate income and cash flow growth.
•Capitalized Indirect Costs: Certain costs related to the development and redevelopment of real estate properties, including: pre-construction costs; real estate taxes; insurance; construction costs; attributable interest expense; and salaries and related costs of personnel directly involved.
Capital expenditures for continuing operations are summarized as follows for the years ended:
| (in thousands, unaudited) | 2025 | 2024 | ||||||||||||
| Capital expenditures for real estate | ||||||||||||||
| Ongoing maintenance capital expenditures | ||||||||||||||
| Building/area improvements | $ | 9,633 | $ | 10,193 | ||||||||||
| Tenant space improvements | 3,083 | 4,910 | ||||||||||||
| Total ongoing maintenance capital expenditures for real estate | 12,716 | 15,103 | ||||||||||||
| Discretionary capital expenditures | ||||||||||||||
| Property acquisitions | — | 29,826 | ||||||||||||
Development and redevelopment1 | 14,413 | 2,518 | ||||||||||||
Tenant space improvements - nonrecurring2 | 21,541 | 449 | ||||||||||||
| Total discretionary capital expenditures for real estate | 35,954 | 32,793 | ||||||||||||
| Capitalized indirect costs | 3,359 | 2,784 | ||||||||||||
Total capital expenditures for real estate1 | 52,029 | 50,680 | ||||||||||||
| Corporate and other capital expenditures | 201 | 97 | ||||||||||||
Total Capital Expenditures1 | $ | 52,230 | $ | 50,777 | ||||||||||
1 Excludes capital expenditures for real estate developments to be held and sold as real estate development inventory, which are classified in the consolidated statement of cash flows as operating activities and are excluded from the tables above.
2 Includes non-recurring major renovations and first-time space build outs.
The Company regularly evaluates investment opportunities, including development-for-hold projects, commercial real estate acquisitions, joint venture investments, share repurchases, business acquisitions, and other strategic transactions to increase shareholder value. In 2026, the Company expects that its capital expenditures, not including potential commercial real estate property acquisitions, will be approximately $75.0 million - $85.0 million. The projected increase in capital expenditures for 2026 from the actual capital expenditures for the years ended December 31, 2025 and 2024, is primarily related to two development and redevelopment projects currently under construction and that are expected to be completed in 2026 and 2027. Should investment opportunities in excess of the amounts budgeted arise, the Company believes it has adequate sources of liquidity to fund these investments.
Cash used in financing activities for continuing operations was $56.1 million for the year ended December 31, 2025, a decrease from cash used in financing activities for continuing operations of $62.0 million for the year ended December 31, 2024. Cash used in financing activities is primarily composed of cash dividends paid, net payments on the Company line-of-credit agreement, and payments of notes payable and other debt which totaled $65.7 million, $142.0 million, and $40.5 million, respectively, during the year ended December 31, 2025. Partially offsetting these cash outflows were proceeds from issuance of notes payable and other debt of $198.0 million during the year ended December 31, 2025.
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Other capital resource matters
The Company utilizes §1031 or §1033 of the Code to obtain tax-deferral treatment when qualifying real estate assets are sold or become subject to involuntary conversion and the resulting proceeds are reinvested in replacement properties within the required time period. Proceeds from potential tax-deferred sales under §1031 of the Code are held in escrow (and presented as part of Restricted cash on the consolidated balance sheets) pending future reinvestment or are returned to the Company for general use if eligibility for tax-deferral treatment based on the required time period lapses. The proceeds from involuntary conversions under §1033 of the Code are held by the Company until the funds are redeployed. As of December 31, 2025, the Company has no funds from tax-deferred sales or involuntary conversions that are available for use and have not been reinvested under §1031 or §1033 of the Code.
Trends, events and uncertainties
General economic conditions and consumer spending patterns can negatively impact our operating results. Unfavorable local, regional, national, or global economic developments or uncertainties, including market volatility, supply chain and labor constraints, inflationary pressures, travel restrictions, war, natural disasters or effects of climate change, or a prolonged economic downturn could adversely affect our business. The impact of an elevated federal funds rate for a prolonged period resulted in a tightening of credit and contributed to volatility in the banking, technology, and housing industries. In an effort to improve the labor market and price stability, the Federal Reserve lowered the federal funds target rate range by 0.25% in December 2025 to a range of 3.5% to 3.75%, and is considering additional adjustments to the target rate range. The ultimate extent of the impact that these trends and events will have on the Company's business, financial condition, results of operations and liquidity and capital resources will largely depend on future developments, including the resulting impact on economic growth/recession, the impact on travel and tourism behavior and the impact on consumer confidence and discretionary and non-discretionary spending, all of which are highly uncertain and cannot be reasonably predicted.
There are a number of uncertainties related to the Merger, including that it may not be completed within the expected timeframe, or at all, as a result of various factors and conditions, some of which are beyond management's control. The Company has incurred and expects to incur non-recurring costs associated with the Merger that are payable by the Company regardless of whether or not the Merger is completed and for which it will receive little or no benefit if the Merger is not completed. These costs include financial advisory, legal, accounting, consulting and other advisory fees, severance/employee benefit-related costs, financing-related fees and costs, public company filing fees and other regulatory fees, printing costs, and other related costs. In addition, if the Merger is not completed, the Company may be required to pay a cash termination fee of $50.5 million, as required under the Merger Agreement under certain circumstances. The ultimate extent of the impact that this uncertainty could have on the Company's business, financial condition, results of operations and liquidity and capital resources will largely depend on future developments, including obtaining shareholder approvals and satisfying all other required closing conditions, which cannot be reasonably predicted.
Critical Accounting Estimates
The Company’s significant accounting policies are described in Note 2 – Significant Accounting Policies of Notes to Consolidated Financial Statements, included in Part II, Item 8 of this report. The preparation of financial statements in conformity with accounting principles generally accepted in the United States, upon which the MD&A is based, requires that management exercise judgment when making estimates and assumptions about future events that may affect the amounts reported in the financial statements and accompanying notes. Future events and their effects cannot be determined with certainty and actual results may differ from those critical accounting estimates. These differences could be material.
Management considers an accounting estimate to be critical if: (i) it requires assumptions to be made that were uncertain at the time the estimate was made; and (ii) changes in the estimate, or the use of different estimating methods that could have been selected and could have a material impact on the Company’s consolidated results of operations or financial condition. The critical accounting estimates inherent in the preparation of the Company’s financial statements are described below.
Purchase Price Allocation of Acquired Real Estate
In accordance with Accounting Standards Codification 805, Business Combinations, acquisitions of real estate properties generally do not meet the definition of a business and are treated as asset acquisitions. Upon the acquisition of a property, management assesses the fair value of acquired tangible and intangible assets and liabilities (including land, buildings, tenant improvements, above-market and below-market leases, acquired in-place leases, other identified intangible assets and assumed liabilities) and allocates the purchase price to the acquired assets and assumed liabilities on a relative fair value basis. All expenses related to an acquisition are capitalized and allocated among the identified assets. Generally, the most significant portion of the allocation is to building and land, and requires the use of market-based estimates and assumptions.
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In estimating the fair value of tangible and intangible assets acquired and liabilities assumed, management uses various valuation methods, such as estimated cash flow projections using appropriate discount and capitalization rates, analysis of recent comparable sales transactions, estimates of replacement costs net of depreciation, and other available market information. Estimates of future cash flows are based on a number of factors including historical operating results, known trends, and market and economic conditions. Management determines capitalization rates based on recent transactions and other market data and adjusts, if necessary, based on a property's specific characteristics. The fair value of land is generally based on relevant market data, such as a comparison of a property's site to similar parcels that have recently been sold or are available on the market for sale.
Acquired above-market and below-market leases are recorded at their fair values (using a discount rate that reflects the risks associated with the leases acquired) equal to the difference between (1) the contractual amounts to be paid pursuant to each in-place lease and (2) management’s estimate of fair market lease rates for each corresponding in-place lease, measured over a period equal to the remaining term of the lease for above-market leases and the initial term plus the term of any below-market fixed rate renewal options for below-market leases. Acquired in-place lease values are recorded based on an evaluation of the specific characteristics of each tenant’s lease. Factors to be considered include estimates of carrying costs during hypothetical expected lease-up periods considering current market conditions, and costs to execute similar leases. In estimating carrying costs, real estate taxes, insurance and other operating expenses and estimates of lost rentals at market rates during the expected lease-up periods are included in the estimate, as appropriate. In estimating costs to execute similar leases, leasing commissions, legal and other related expenses are included, as appropriate. Management also considers an allocation of purchase price of other acquired intangibles, including acquired in-place leases that may have a customer relationship intangible value, including, but not limited to, the nature and extent of the existing relationship with the tenants, the tenants’ credit quality and expectations of lease renewals.
Impairment
Long-lived assets held and used, including finite-lived intangible assets, are reviewed for possible impairment when events or circumstances indicate that the carrying value may not be recoverable. In such an evaluation, the estimated future undiscounted cash flows generated by the asset are compared with the amount recorded for the asset to determine if its carrying value is not recoverable. If this review determines that the recorded value will not be recovered, the amount recorded for the asset is reduced to estimated fair value. These asset impairment analyses are highly subjective because they require management to make assumptions and apply considerable judgments to, among other things, estimates of the timing and amount of future cash flows, the cash flow projection period, uncertainty about future events, including changes in economic conditions, changes in operating performance, discount rates, changes in the use of the assets and ongoing costs of maintenance and improvements of the assets, and thus, the accounting estimates may change from period to period. If management uses different assumptions or if different conditions occur in future periods, the Company’s financial condition or its future financial results could be materially impacted.
Assets held for sale are carried at the lower of their carrying values or estimated fair values less costs to sell. The fair value of a disposal group, less any costs to sell, is assessed each reporting period it remains classified as held for sale and any remeasurement to the lower of carrying value or fair value less costs to sell is reported as an adjustment to the carrying value. The estimates of fair value consider matters such as contracts, the results of negotiations with prospective purchasers, broker quotes, or recent comparable sales. These estimates are subject to revision as market conditions, and our assessment of such conditions, change.
As of December 31, 2025, one subdivided unit at a CRE improved property and an office building that houses the Company’s regional office on Maui met the criteria to be classified as held for sale. Management measured the assets at their fair values less costs to sell and found them to be in excess of their carrying values. Consequently, no fair value adjustment related to the assets held for sale was required. During the year ended December 31, 2024, the Company recorded an impairment charge of $0.3 million related to the abandonment of potential CRE development projects.
New Accounting Pronouncements
See Note 2 – Significant Accounting Policies of Notes to Consolidated Financial Statements, included in Part II, Item 8 of this report, for a full description of the impact of recently issued accounting standards, which is incorporated herein by reference, including the expected dates of adoption and estimated effects on the Company's results of operations and financial condition.
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ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
The Company is exposed to changes in interest rates, primarily as a result of its borrowing activities used to maintain liquidity and to fund business operations. In order to manage its exposure to changes in interest rates, the Company utilizes a balanced mix of debt maturities, along with both fixed-rate and variable-rate debt. The Company further manages its exposure to interest rate risk through interest rate swaps on its variable-rate debt. The nature and amount of the Company’s fixed-rate and variable-rate debt can be expected to fluctuate as a result of future business requirements, market conditions and other factors.
As of December 31, 2025, the Company’s fixed-rate debt (after the effects of interest rate swaps), excluding debt premium or discount and debt issuance costs, consisted of $486.0 million in principal term notes and other instruments. As of December 31, 2025, the Company’s variable-rate debt under its revolving credit facilities was $8.0 million. Other than in default, the Company does not have an obligation, nor the option in some cases, to prepay its fixed-rate debt prior to maturity and, as a result, interest rate fluctuations and the resulting changes in fair value would not have an impact on the Company’s financial condition or results of operations unless the Company was required to refinance such debt.
The table below summarizes the Company's estimated exposure to interest rate risk over each of the next five years and thereafter based on the expected remaining principal obligation as of the beginning of each period and the related interest rates based on the Company's debt obligations as of December 31, 2025 (dollars in thousands). The table has limited predictive value as average interest rates for variable-rate debt included in the table represent rates that existed as of December 31, 2025, and are subject to change. Furthermore, the table below incorporates only those exposures that existed as of December 31, 2025, and does not consider exposures or positions that may arise of expire after that date.
| Fair Value at | |||||||||||||||||||||||||||||||||||||||||
| Expected Remaining Obligation as of Beginning of Year | December 31, | ||||||||||||||||||||||||||||||||||||||||
| 2026 | 2027 | 2028 | 2029 | 2030 | Thereafter | 2025 | |||||||||||||||||||||||||||||||||||
| Liabilities | |||||||||||||||||||||||||||||||||||||||||
| Fixed-rate debt | $ | 485,952 | $ | 416,616 | $ | 375,461 | $ | 329,087 | $ | 260,954 | $ | 60,000 | $ | 483,700 | |||||||||||||||||||||||||||
| Weighted average interest rate on remaining fixed-rate principal | 5.87 | % | 6.16 | % | 6.32 | % | 6.59 | % | 5.01 | % | 6.09 | % | |||||||||||||||||||||||||||||
Variable-rate debt1 | $ | 8,000 | $ | 8,000 | $ | 8,000 | $ | — | $ | — | $ | — | $ | 8,000 | |||||||||||||||||||||||||||
Weighted average interest rate on remaining variable principal2 | 4.71 | % | 4.71 | % | 4.71 | % | — | % | — | % | — | % | |||||||||||||||||||||||||||||
| Fair Value at | |||||||||||||||||||||||||||||||||||||||||
| Expected Remaining Notional as of Beginning of Year | December 31, | ||||||||||||||||||||||||||||||||||||||||
| 2026 | 2027 | 2028 | 2029 | 2030 | Thereafter | 2025 | |||||||||||||||||||||||||||||||||||
Interest rate swap agreements3 | |||||||||||||||||||||||||||||||||||||||||
| Variable to fixed remaining notional and fair value of swap asset (liability) | $ | 248,989 | $ | 247,041 | $ | 245,023 | $ | 242,942 | $ | 200,000 | $ | 130,000 | $ | 1,504 | |||||||||||||||||||||||||||
| Average pay fixed rate | 4.44 | % | 4.45 | % | 4.46 | % | 4.47 | % | 4.75 | % | 4.85 | % | |||||||||||||||||||||||||||||
Average receive rate2 | 4.91 | % | 4.91 | % | 4.91 | % | 4.91 | % | 4.87 | % | 4.87 | % | |||||||||||||||||||||||||||||
1 Estimated variable-rate principal is based on the amounts outstanding and the contractual maturity date of the revolving credit facility as of December 31, 2025. Actual principal outstanding may be greater or less than the amounts indicated. | |||||||||||||||||||||||||||||||||||||||||
2 Estimated interest rates on variable-rate debt are determined based on the rate in effect on December 31, 2025. Actual interest rates may be greater or less than the amounts indicated. | |||||||||||||||||||||||||||||||||||||||||
3 The Company's interest rate derivatives are designated as cash flow hedges with changes in the fair value of the asset or liability recorded to accumulated other comprehensive income. Refer to Notes to Consolidated Financial Statements, included in Part II, Item 8 of this report, for further discussion. | |||||||||||||||||||||||||||||||||||||||||
As of December 31, 2024, the Company had $455.2 million of fixed-rate debt outstanding and $20.0 million of variable-rate debt outstanding (after the effects of interest rate swaps), with weighted average interest rates of 4.6% and 5.5%, respectively, and the aggregate fair value of its interest rate derivatives for variable to fixed interest rate swaps was an asset of $7.4 million.
Also, from time to time, the Company may invest its excess cash in higher yield accounts. Such deposits may be in excess of Federal Deposit Insurance Corporation ("FDIC") limits and are placed with high-quality institutions in order to minimize concentration of counterparty credit risk.
With respect to exposure to changes in interest rates, the Company will continue to actively monitor the economic situation and its impact on interest rates and may take further actions that it determines is in the best interest of its business, financial condition and liquidity and capital resources.
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ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
| Page | ||||||||||||||
Report of Independent Registered Public Accounting Firm (PCAOB ID No. | 49 | |||||||||||||
| Consolidated Balance Sheets | 50 | |||||||||||||
| Consolidated Statements of Operations | 51 | |||||||||||||
| Consolidated Statements of Comprehensive Income (Loss) | 52 | |||||||||||||
| Consolidated Statements of Cash Flows | 53 | |||||||||||||
| Consolidated Statements of Equity and Redeemable Noncontrolling Interest | 55 | |||||||||||||
| Notes to Consolidated Financial Statements | 56 | |||||||||||||
1. | Background and Basis of Presentation | 56 | ||||||||||||
2. | Significant Accounting Policies | 57 | ||||||||||||
3. | Real Estate Property, Net | 65 | ||||||||||||
4. | Real Estate Transactions | 65 | ||||||||||||
5. | Investments in Joint Ventures and Partnerships | 67 | ||||||||||||
6. | Other Receivables and Allowances and Other Reserves | 68 | ||||||||||||
7. | Fair Value Measurements | 69 | ||||||||||||
8. | Notes Payable and Other Debt | 71 | ||||||||||||
9. | Derivative Instruments | 73 | ||||||||||||
10. | Commitments and Contingencies | 75 | ||||||||||||
11. | Revenue and Contract Balances | 76 | ||||||||||||
12. | Leases - The Company as a Lessor | 78 | ||||||||||||
13. | Leases - The Company as a Lessee | 79 | ||||||||||||
14. | Share-based Payment Awards | 81 | ||||||||||||
15. | Employee Benefit Plans | 82 | ||||||||||||
16. | Income Taxes | 84 | ||||||||||||
17. | Earnings Per Share ("EPS") | 86 | ||||||||||||
18. | Accumulated Other Comprehensive Income (Loss) | 87 | ||||||||||||
19. | Segment Information | 87 | ||||||||||||
20. | Sale of Business | 90 | ||||||||||||
21. | Held for Sale and Discontinued Operations | 91 | ||||||||||||
48
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the shareholders and the Board of Directors of Alexander & Baldwin, Inc.
Opinion on the Financial Statements
We have audited the accompanying consolidated balance sheets of Alexander & Baldwin, Inc. and subsidiaries (the "Company") as of December 31, 2025 and 2024, the related consolidated statements of operations, comprehensive income (loss), equity and redeemable noncontrolling interest, and cash flows, for each of the three years in the period ended December 31, 2025, and the related notes and the schedule listed in the Index at Item 15 (collectively referred to as the "financial statements"). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2025 and 2024, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2025, in conformity with accounting principles generally accepted in the United States of America.
We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company's internal control over financial reporting as of December 31, 2025, based on criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated February 27, 2026, expressed an unqualified opinion on the Company's internal control over financial reporting.
Basis for Opinion
These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
Critical Audit Matters
Critical audit matters are matters arising from the current-period audit of the financial statements that were communicated or required to be communicated to the audit committee and that (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. We determined that there are no critical audit matters.
/s/ Deloitte & Touche LLP
February 27, 2026
We have served as the Company's auditor since 1950.
49
ALEXANDER & BALDWIN, INC.
CONSOLIDATED BALANCE SHEETS
(dollars in thousands)
| December 31, | December 31, | ||||||||||
| 2025 | 2024 | ||||||||||
| ASSETS | |||||||||||
| Real estate investments | |||||||||||
| Real estate property | $ | $ | |||||||||
| Accumulated depreciation | ( | ( | |||||||||
| Real estate property, net | |||||||||||
| Real estate developments | |||||||||||
Investments in sales-type leases, net of allowances (credit losses) of $ | |||||||||||
| Investments in real estate joint ventures and partnerships | |||||||||||
| Real estate intangible assets, net | |||||||||||
| Real estate investments, net | |||||||||||
| Cash and cash equivalents | |||||||||||
| Restricted cash | |||||||||||
Accounts receivable, net of allowances (credit losses and doubtful accounts) of $ | |||||||||||
| Operating lease right-of-use assets | |||||||||||
| Goodwill | |||||||||||
Other receivables, net of allowance (credit losses) of $ | |||||||||||
Straight-line rent receivable | |||||||||||
Investments in other joint ventures and partnerships | |||||||||||
| Prepaid expenses and other assets | |||||||||||
| Assets held for sale | |||||||||||
| Total assets | $ | $ | |||||||||
| LIABILITIES AND EQUITY | |||||||||||
| Liabilities: | |||||||||||
| Notes payable and other debt | $ | $ | |||||||||
| Accounts payable | |||||||||||
| Operating lease liabilities | |||||||||||
| Accrued post-retirement benefits | |||||||||||
Refund liability | |||||||||||
| Deferred revenue | |||||||||||
Accrued dividends | |||||||||||
Real estate intangible liabilities, net | |||||||||||
| Accrued and other liabilities | |||||||||||
| Total liabilities | |||||||||||
Commitments and Contingencies (Note 10) | |||||||||||
| Equity: | |||||||||||
Common stock - no par value; authorized, | |||||||||||
| Accumulated other comprehensive income (loss) | |||||||||||
| Distributions in excess of accumulated earnings | ( | ( | |||||||||
| Total shareholders' equity | |||||||||||
| Total liabilities and equity | $ | $ | |||||||||
See Notes to Consolidated Financial Statements.
50
ALEXANDER & BALDWIN, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(amounts in thousands, except per share data)
| Year Ended December 31, | ||||||||||||||||||||
| 2025 | 2024 | 2023 | ||||||||||||||||||
| Operating Revenue: | ||||||||||||||||||||
| Commercial Real Estate | $ | $ | $ | |||||||||||||||||
| Land Operations | ||||||||||||||||||||
| Total operating revenue | ||||||||||||||||||||
| Operating Costs and Expenses: | ||||||||||||||||||||
| Cost of Commercial Real Estate | ||||||||||||||||||||
| Cost of Land Operations | ||||||||||||||||||||
| Selling, general and administrative | ||||||||||||||||||||
Merger transaction costs | ||||||||||||||||||||
| Impairment of assets | ||||||||||||||||||||
| Total operating costs and expenses | ||||||||||||||||||||
| Gain (loss) on commercial real estate transactions | ||||||||||||||||||||
Gain (loss) on disposal of assets and settlements, net | ||||||||||||||||||||
Total gain (loss) on commercial real estate transactions and disposal of assets and settlements, net | ||||||||||||||||||||
| Operating Income (Loss) | ||||||||||||||||||||
| Other Income and (Expenses): | ||||||||||||||||||||
Income (loss) related to joint ventures and partnerships | ||||||||||||||||||||
| Impairment of equity method investment | ( | |||||||||||||||||||
| Interest and other income (expense), net (Note 2) | ( | |||||||||||||||||||
| Interest expense | ( | ( | ( | |||||||||||||||||
| Income (Loss) from Continuing Operations Before Income Taxes | ||||||||||||||||||||
| Income tax benefit (expense) | ( | ( | ||||||||||||||||||
| Income (Loss) from Continuing Operations | ||||||||||||||||||||
| Income (loss) from discontinued operations, net of income taxes | ( | ( | ||||||||||||||||||
| Net Income (Loss) | ||||||||||||||||||||
| Loss (income) attributable to discontinued noncontrolling interest | ( | |||||||||||||||||||
| Net Income (Loss) Attributable to A&B Shareholders | $ | $ | $ | |||||||||||||||||
| Earnings (Loss) Per Share Available to A&B Shareholders: | ||||||||||||||||||||
| Basic Earnings (Loss) Per Share of Common Stock: | ||||||||||||||||||||
| Continuing operations available to A&B shareholders | $ | $ | $ | |||||||||||||||||
| Discontinued operations available to A&B shareholders | ( | ( | ||||||||||||||||||
| Net income (loss) per share available to A&B shareholders | $ | $ | $ | |||||||||||||||||
| Diluted Earnings (Loss) Per Share of Common Stock: | ||||||||||||||||||||
| Continuing operations available to A&B shareholders | $ | $ | $ | |||||||||||||||||
| Discontinued operations available to A&B shareholders | ( | ( | ||||||||||||||||||
| Net income (loss) per share available to A&B shareholders | $ | $ | $ | |||||||||||||||||
| Weighted-Average Number of Shares Outstanding: | ||||||||||||||||||||
| Basic | ||||||||||||||||||||
| Diluted | ||||||||||||||||||||
| Amounts Available to A&B Common Shareholders (Note 17): | ||||||||||||||||||||
| Continuing operations available to A&B common shareholders | $ | $ | $ | |||||||||||||||||
| Discontinued operations available to A&B common shareholders | ( | ( | ||||||||||||||||||
| Net income (loss) available to A&B common shareholders | $ | $ | $ | |||||||||||||||||
See Notes to Consolidated Financial Statements.
51
ALEXANDER & BALDWIN, INC.
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
(amounts in thousands)
| Year Ended December 31, | ||||||||||||||||||||
| 2025 | 2024 | 2023 | ||||||||||||||||||
| Net Income (Loss) | $ | $ | $ | |||||||||||||||||
| Other Comprehensive Income (Loss), net of tax: | ||||||||||||||||||||
| Cash flow hedges: | ||||||||||||||||||||
| Unrealized interest rate derivative gain (loss) | ( | |||||||||||||||||||
| Reclassification of interest rate derivative loss (gain) to interest and other income (expense), net included in Net Income (Loss) | ||||||||||||||||||||
| Reclassification adjustment to interest expense included in Net Income (Loss) | ( | ( | ( | |||||||||||||||||
| Employee benefit plans: | ||||||||||||||||||||
| Actuarial gain (loss) | ( | |||||||||||||||||||
| Settlement recognition of net loss (gain) | ||||||||||||||||||||
| Other comprehensive income (loss), net of tax | ( | |||||||||||||||||||
| Comprehensive Income (Loss) | ||||||||||||||||||||
| Comprehensive (income) loss attributable to discontinued noncontrolling interest | ( | |||||||||||||||||||
| Comprehensive Income (Loss) Attributable to A&B Shareholders | $ | $ | $ | |||||||||||||||||
See Notes to Consolidated Financial Statements.
52
ALEXANDER & BALDWIN, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(amounts in thousands)
| Year Ended December 31, | ||||||||||||||||||||
| 2025 | 2024 | 2023 | ||||||||||||||||||
| Cash Flows from Operating Activities: | ||||||||||||||||||||
| Net income (loss) | $ | $ | $ | |||||||||||||||||
| Adjustments to reconcile net income (loss) to net cash provided by (used in) operations: | ||||||||||||||||||||
(Income) loss from discontinued operations | ( | |||||||||||||||||||
| Depreciation and amortization | ||||||||||||||||||||
| Provision for (reversal of) credit losses | ( | |||||||||||||||||||
(Gain) loss on commercial real estate transactions | ( | ( | ||||||||||||||||||
(Gain) loss on disposal of assets and settlements, net | ( | ( | ( | |||||||||||||||||
Impairment of assets and equity method investment | ||||||||||||||||||||
| (Gain) loss on de-designated interest rate swap valuation adjustment | ( | |||||||||||||||||||
| Share-based compensation expense | ||||||||||||||||||||
(Income) loss related to joint ventures, net of operating cash distributions | ( | ( | ( | |||||||||||||||||
| Changes in operating assets and liabilities: | ||||||||||||||||||||
| Trade and other receivables | ( | |||||||||||||||||||
| Prepaid expenses and other assets | ( | ( | ||||||||||||||||||
| Development/other property inventory | ( | |||||||||||||||||||
| Accrued post-retirement benefits | ( | ( | ( | |||||||||||||||||
| Accounts payable | ( | |||||||||||||||||||
Refund liability | ( | |||||||||||||||||||
| Accrued and other liabilities | ( | ( | ||||||||||||||||||
| Operating cash flows from continuing operations | ||||||||||||||||||||
| Operating cash flows from discontinued operations | ( | ( | ( | |||||||||||||||||
| Net cash provided by (used in) operations | ||||||||||||||||||||
| Cash Flows from Investing Activities: | ||||||||||||||||||||
| Capital expenditures for acquisitions | ( | ( | ||||||||||||||||||
| Capital expenditures for property, plant and equipment | ( | ( | ( | |||||||||||||||||
| Proceeds from disposal of assets | ||||||||||||||||||||
Contributions to investments in joint ventures and partnerships | ( | ( | ( | |||||||||||||||||
Distributions of capital and other receipts from investments in joint ventures and partnerships | ||||||||||||||||||||
| Investing cash flows from continuing operations | ( | ( | ( | |||||||||||||||||
| Investing cash flows from discontinued operations | ||||||||||||||||||||
| Net cash provided by (used in) investing activities | ( | ( | ||||||||||||||||||
| Cash Flows from Financing Activities: | ||||||||||||||||||||
Proceeds from issuance of notes payable and other debt, net | ||||||||||||||||||||
| Payments of notes payable and other debt and deferred financing costs | ( | ( | ( | |||||||||||||||||
| Borrowings (payments) on line-of-credit agreement, net | ( | |||||||||||||||||||
| Cash dividends paid | ( | ( | ( | |||||||||||||||||
| Repurchases of common stock and other payments | ( | ( | ( | |||||||||||||||||
| Financing cash flows from continuing operations | ( | ( | ( | |||||||||||||||||
| Financing cash flows from discontinued operations | ( | |||||||||||||||||||
| Net cash provided by (used in) financing activities | ( | ( | ( | |||||||||||||||||
Cash, Cash Equivalents, Restricted Cash, and Cash included in Assets Held for Sale | ||||||||||||||||||||
Net increase (decrease) in cash, cash equivalents, restricted cash, and cash included in assets held for sale | ( | ( | ||||||||||||||||||
| Balance, beginning of period | ||||||||||||||||||||
| Balance, end of period | $ | $ | $ | |||||||||||||||||
53
ALEXANDER & BALDWIN, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS (Continued)
(amounts in thousands)
| Year Ended December 31, | ||||||||||||||||||||
| 2025 | 2024 | 2023 | ||||||||||||||||||
| Other Cash Flow Information: | ||||||||||||||||||||
| Interest paid, net of capitalized interest, for continuing operations | $ | $ | $ | |||||||||||||||||
| Interest paid, net of capitalized interest, for discontinued operations | $ | $ | $ | |||||||||||||||||
| Income tax payments/(refunds), net | $ | $ | ( | $ | ||||||||||||||||
| Noncash Investing and Financing Activities from continuing operations: | ||||||||||||||||||||
| Capital expenditures included in accounts payable and accrued and other liabilities | $ | $ | $ | |||||||||||||||||
Operating lease liabilities arising from obtaining right-of-use assets | $ | $ | $ | |||||||||||||||||
Finance lease liabilities arising from obtaining right-of-use assets | $ | $ | $ | |||||||||||||||||
| Dividends declared but unpaid at end of period | $ | $ | $ | |||||||||||||||||
| Increase (decrease) in escrow and other receivables from dispositions | $ | $ | $ | |||||||||||||||||
Reconciliation of cash, cash equivalents, restricted cash, and cash included in assets held for sale | ||||||||||||||||||||
| Beginning of the period: | ||||||||||||||||||||
| Cash and cash equivalents | $ | $ | $ | |||||||||||||||||
| Restricted cash | ||||||||||||||||||||
| Cash included in assets held for sale | ||||||||||||||||||||
Cash, cash equivalents, restricted cash, and cash included in assets held for sale | $ | $ | $ | |||||||||||||||||
| End of the period: | ||||||||||||||||||||
| Cash and cash equivalents | $ | $ | $ | |||||||||||||||||
| Restricted cash | ||||||||||||||||||||
Cash, cash equivalents, restricted cash, and cash included in assets held for sale | $ | $ | $ | |||||||||||||||||
See Notes to Consolidated Financial Statements.
54
ALEXANDER & BALDWIN, INC.
CONSOLIDATED STATEMENTS OF EQUITY AND REDEEMABLE NONCONTROLLING INTEREST
(amounts in thousands, except per share data)
| Total Equity | ||||||||||||||||||||||||||||||||||||||
| Common Stock | Accumulated Other Comprehensive Income (Loss) | (Distribution in Excess of Accumulated Earnings) Earnings Surplus | Total | Redeemable Non- Controlling Interest | ||||||||||||||||||||||||||||||||||
| Shares | Stated Value | |||||||||||||||||||||||||||||||||||||
| Balance, January 1, 2023 | $ | $ | $ | ( | $ | $ | ||||||||||||||||||||||||||||||||
| Net income (loss) | — | — | — | |||||||||||||||||||||||||||||||||||
| Other comprehensive income (loss), net of tax | — | — | — | — | ||||||||||||||||||||||||||||||||||
Dividend on common stock ($ | — | — | — | ( | ( | — | ||||||||||||||||||||||||||||||||
| Disposal of subsidiary | — | — | — | — | — | ( | ||||||||||||||||||||||||||||||||
| Distributions to noncontrolling interest | — | — | — | — | — | ( | ||||||||||||||||||||||||||||||||
| Share-based compensation | — | — | — | — | ||||||||||||||||||||||||||||||||||
| Shares issued (repurchased), net | ( | ( | — | ( | ( | — | ||||||||||||||||||||||||||||||||
| Balance, December 31, 2023 | $ | $ | $ | ( | $ | $ | ||||||||||||||||||||||||||||||||
| Net income (loss) | — | — | — | |||||||||||||||||||||||||||||||||||
| Other comprehensive income (loss), net of tax | — | — | — | — | ||||||||||||||||||||||||||||||||||
Dividend on common stock ($ | — | — | — | ( | ( | — | ||||||||||||||||||||||||||||||||
| Disposal of subsidiary | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||
| Distributions to noncontrolling interest | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||
| Share-based compensation | — | — | — | — | ||||||||||||||||||||||||||||||||||
| Shares issued (repurchased), net | ( | — | ( | ( | — | |||||||||||||||||||||||||||||||||
| Balance, December 31, 2024 | $ | $ | $ | ( | $ | $ | ||||||||||||||||||||||||||||||||
| Net income (loss) | — | — | — | |||||||||||||||||||||||||||||||||||
| Other comprehensive income (loss), net of tax | — | — | ( | — | ( | — | ||||||||||||||||||||||||||||||||
Dividend on common stock ($ | — | — | — | ( | ( | — | ||||||||||||||||||||||||||||||||
| Share-based compensation | — | — | — | — | ||||||||||||||||||||||||||||||||||
| Shares issued (repurchased), net | ( | — | ( | ( | — | |||||||||||||||||||||||||||||||||
| Balance, December 31, 2025 | $ | $ | $ | ( | $ | $ | ||||||||||||||||||||||||||||||||
See Notes to Consolidated Financial Statements.
55
Alexander & Baldwin, Inc.
Notes to Consolidated Financial Statements
1. Background and Basis of Presentation
Description of Business: Alexander & Baldwin, Inc. ("A&B" or the "Company") is a fully integrated real estate investment trust ("REIT") headquartered in Honolulu, Hawai‘i, whose history in Hawai‘i dates back to 1870. Over time, the Company has evolved from a 571 -acre sugar plantation on Maui to become one of Hawai‘i's premier commercial real estate companies and the owner of the largest grocery-anchored, neighborhood shopping center portfolio in the state. As of December 31, 2025, the Company owns a portfolio of commercial real estate improved properties in Hawai‘i consisting of 22 retail centers, 14 industrial assets and four office properties, representing a total of four million square feet of gross leasable area, as well as 145 acres of commercial land in Hawai‘i, of which substantially all is leased pursuant to urban ground leases.
The Company operates in two
•Commercial Real Estate ("CRE") - This segment functions as a vertically integrated real estate investment company with core competencies in property management and in-house leasing (i.e., executing new and renegotiating renewal lease arrangements, managing its properties' day-to-day operations and maintaining positive tenant relationships); investments and acquisitions (i.e., identifying opportunities and acquiring properties); and construction and development (i.e., designing and ground-up development of new properties or repositioning and redevelopment of existing properties). The Company's preferred asset classes include improved properties in retail and industrial spaces, and also urban ground leases. Its focus within improved retail properties, in particular, is on grocery-anchored neighborhood shopping centers that meet the daily needs of Hawai‘i communities. Through its core competencies and with its experience and relationships in Hawai‘i, the Company seeks to create places that enhance the lives of Hawai‘i residents and to provide venues and opportunities that enable its tenants to thrive. Income from this segment is principally generated by owning, operating, and leasing real estate assets.
•Land Operations - This segment includes the Company's legacy landholdings, joint venture investments, and liabilities that are subject to the Company's simplification and monetization effort. Financial results from this segment are principally derived from real estate development and unimproved land sales and joint venture activity.
Agreement and Plan of Merger: On December 8, 2025, the Company entered into an Agreement and Plan of Merger (the "Merger Agreement") with Tropic Purchaser LLC, a Delaware limited liability company ("Parent"), and Tropic Merger Sub LLC, a Hawaii limited liability company and wholly owned subsidiary of Parent ("Merger Sub"). Parent is a joint venture formed by MW Group and funds affiliated with Blackstone Real Estate and DivcoWest. The Merger Agreement provides that, upon the terms and subject to the conditions set forth therein, the Company will merge with and into Merger Sub (the "Merger") and the separate existence of the Company will cease and Merger Sub will survive as a wholly owned subsidiary of Parent. The Merger is expected to close in the first quarter of 2026, subject to customary closing conditions, including approval of the Company's shareholders.
Basis of Presentation and Principles of Consolidation: The accompanying Consolidated Financial Statements are prepared in accordance with United States ("U.S.") generally accepted accounting principles ("GAAP") as outlined in the Financial Accounting Standard Board ("FASB") Accounting Standards Codification (the "Codification" or "ASC"), and are presented in our reporting and functional currency, the U.S. dollar. The Codification is the single source of authoritative accounting principles applied by nongovernmental entities in the preparation of financial statements in conformity with GAAP.
The consolidated financial statements include the accounts of the Company (including all wholly-owned subsidiaries), as well as all other entities in which the Company has a controlling financial interest. Intercompany transactions and balances have been eliminated in consolidation. Significant investments in businesses, partnerships, and limited liability companies in which the Company does not have a controlling financial interest, but the Company has the ability to exercise significant influence, are accounted for using the equity method.
A controlling financial interest in an entity may be established (i) through the Company holding a majority voting interest or (ii) if the Company is the primary beneficiary of an entity that qualifies as a variable interest entity ("VIE"), as defined in the Codification. The Company evaluates all partnerships, joint ventures and other arrangements with variable interests to determine if the entity or arrangement qualifies as a VIE. VIEs are entities where investors lack sufficient equity at risk for the entity to finance its activities without additional subordinated financial support or where equity investors, as a group, lack one of the following characteristics: (a) the power to direct the activities that most significantly impact the entity’s economic performance, (b) the obligation to absorb the expected losses of the entity, or (c) the right to receive the expected returns of the
56
entity. If the entity or arrangement qualifies as a VIE and the Company is determined to be the primary beneficiary, the Company is required to consolidate the assets, liabilities, and results of operations of the VIE. The Company reevaluates whether an entity is a VIE as needed (i.e., when assessing reconsideration events that result in changes in the factors mentioned above) as part of determining if the consolidation or equity method treatment remains appropriate. As of December 31, 2025, the Company had an interest in various unconsolidated joint ventures that the Company accounts for using the equity method. Obligations of the Company's joint ventures do not have recourse to the Company and the Company's maximum exposure is limited to its investment.
Use of Estimates: The preparation of the consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported. Estimates and assumptions are used for, but not limited to: (i) asset impairments, including intangible assets and liabilities, and goodwill, (ii) purchase price allocations with respect to commercial real estate asset acquisitions, (iii) the determination of the term and fair value of sales-type leases, (iv) litigation and contingencies, (v) postretirement benefits, (vi) recoverable amounts of accounts and other receivables, (vii) valuation of derivatives and their effectiveness as hedges, (viii) income taxes, and (ix) valuation of market-based and performance-based restricted stock units. Future results could be materially affected if actual results differ from these estimates and assumptions.
Rounding: Amounts in the consolidated financial statements and notes are rounded to the nearest thousand. Accordingly, a recalculation of some per-share amounts and percentages, if based on the reported data, may result in differences.
Discontinued Operations: In November 2023, the Company completed the sale of its interests in Grace Pacific LLC ("Grace Pacific"), a materials and construction company, Company-owned quarry land on Maui, and Grace Pacific's 50 % interest in a paving company (collectively, the “Grace Disposal Group”). The financial results associated with the Grace Disposal Group are classified as discontinued operations in the consolidated statements of operations for the year ended December 31, 2023, and in the consolidated statements of cash flows for the years ended December 31, 2024 and 2023. Refer to Note 21 – Held for Sale and Discontinued Operations for additional information. All footnotes exclude discontinued operations unless otherwise noted.
Reclassifications: Certain amounts presented in the prior year have been reclassified to conform to the current year presentation (e.g., captions previously presented in the prior years that, in the currently presented periods, are less than five percent of total assets or total liabilities were combined in the current year consolidated balance sheets). Operating lease right-of-use assets, Straight-line rent receivable, and Investments in other joint ventures and partnerships, which were previously presented in Prepaid expenses and other assets on the consolidated balance sheets, are now presented separately for all periods presented. Operating lease liabilities, Accrued dividends, and Real estate intangible liabilities, net, which were previously presented in Accrued and other liabilities on the consolidated balance sheets, are now presented separately for all periods presented.
Segment Reclassifications: The Company continually monitors its reportable segments for changes in facts and circumstances to determine whether changes in the identification or aggregation of operating segments are necessary. Refer to Note 19 – Segment Information for additional information.
2. Significant Accounting Policies
Real estate property, net: Real estate property, net primarily represents long-lived physical assets associated with the CRE segment's leasing activity (e.g., improved property leases and ground leases); it also includes landholdings and related assets in the Land Operations segment that the Company holds for either possible future development or future monetization as part of its simplification strategy. The balance primarily consists of land, buildings, and improvements and is recorded at cost, net of accumulated depreciation.
Expenditures for additions, improvements, and other enhancements to real estate properties are capitalized, and minor replacements, maintenance, and repairs that do not improve or extend asset lives are charged to expense as incurred. When assets related to real estate properties are retired or otherwise disposed of, the related cost and accumulated depreciation is removed from the accounts and any resulting gain or loss is included in results of operations for the respective period.
Acquisitions of real estate properties: Acquisitions of real estate properties are evaluated to determine if they should be accounted for as asset acquisitions or business combinations (acquisitions of real estate properties are generally considered asset
57
acquisitions). Under asset acquisition accounting, the Company estimates the fair value of acquired tangible assets (e.g., land, buildings, and tenant improvements), identifiable intangible assets (e.g., in-place leases and favorable leases) and liabilities (e.g., unfavorable leases and assumed debt) based on an evaluation of available information at the date of the acquisition. Based on these estimates, the purchase consideration is allocated to the acquired assets and assumed liabilities. Transaction costs incurred during the acquisition process are capitalized as a component of the purchase consideration. Upon the closing of a business combination, after identifying all tangible and intangible assets and liabilities, the excess consideration paid over the fair value of the assets and liabilities acquired and assumed, respectively, represents goodwill and transaction costs are expensed as incurred.
In estimating the fair value of the tangible and intangible assets acquired and liabilities assumed, the Company considers information obtained about each property as a result of its due diligence and marketing and leasing activities and uses various valuation methods, such as estimated cash flow projections using appropriate discount and capitalization rates, analysis of recent comparable sales transactions, estimates of replacement costs net of depreciation, and other available market information. The fair value of the tangible assets of an acquired property considers the value of the property as if it were vacant.
Values for favorable leases acquired and unfavorable leases assumed are estimated based on the present value (using a discount rate reflecting the risks associated with leases acquired) of the difference between: (i) the contractual amounts to be paid pursuant to the leases negotiated and in-place at the time of acquisition and (ii) management’s estimate of fair market lease rates for the property or an equivalent property, measured over a period equal to the remaining term of the lease for favorable leases and the initial term plus the estimated term of any below-market, fixed-rate renewal options for unfavorable leases. The assets recognized and liabilities assumed are amortized to revenue over the related lease term plus renewal options the lessee is reasonably certain to exercise, as appropriate.
The purchase price is further allocated to in-place lease values and tenant relationship values based on management's evaluation of the specific characteristics of the acquired lease portfolio and the Company's overall relationship with the anchor tenants. Such amounts are amortized to expense over the remaining lease term.
Real estate developments: Real estate developments represent certain costs capitalized and presented in the Land Operations segment that relate to (i) active real estate development projects and other land intended for sale or (ii) potential future real estate development projects intended for lease that would be part of future CRE segment operations. For potential future real estate development projects intended for lease, when management with the relevant authority has approved expenditures for activities clearly associated with the development and construction of a CRE segment project, the capitalized costs associated with such project (e.g., historical cost of land and any land improvement) will be included in Real estate property, net in the accompanying consolidated balance sheets and transferred to the CRE segment.
Certain costs capitalized relating to active real estate development projects intended for sale may include pre-construction costs (e.g., costs related to land acquisition); construction costs (e.g., grading, roads, water and sewage systems, landscaping and project amenities); direct overhead costs (e.g., insurance and real estate taxes); capitalized interest; and salaries and related costs of personnel directly involved.
For development projects, capitalized costs are allocated using the direct method for expenditures that are specifically associated with the unit being sold and the relative-sales-value method for expenditures that benefit the entire project. Direct overhead costs incurred after the development project is substantially complete and ready to be marketed are charged to expense as incurred. All indirect overhead costs are charged to expense as incurred.
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Capitalized Interest: Interest costs on developments, major redevelopments, and other projects that meet certain criteria are capitalized as part of real estate development and redevelopment projects that have not yet been placed into service. Capitalization of interest commences when development activities and expenditures begin and end when the asset is substantially complete and ready for its intended use or ready to be marketed.
Depreciation and Amortization: Depreciation and amortization is computed using the straight-line method over the estimated useful lives of the assets. Estimated useful lives of property are as follows:
| Classification | Range of Life (in years) | ||||
| Building and improvements | |||||
| Leasehold improvements | Lesser of useful life or lease term | ||||
| Water, power and sewer systems | |||||
| Machinery and equipment | |||||
| Other property improvements | |||||
In the event a lease or leases with a tenant have been, or are expected to be, terminated early, the Company evaluates the remaining useful lives of any associated depreciable or amortizable assets or liabilities related to the lease terminated (i.e., tenant improvements, above and below market lease intangibles, in-place lease value and leasing commissions). Based upon consideration of the facts and circumstances surrounding the termination, the Company may accelerate the depreciation and amortization of such associated assets and liabilities.
Cash and Cash Equivalents: Cash equivalents consist of highly liquid investments with a maturity of three months or less at the date of purchase. The Company carries these investments at cost, which approximates fair value.
Restricted Cash: The Company's restricted cash is related to cash held in trust for a self-funded workers compensation policy.
Allowance for Credit Losses: The Company estimates its allowance for credit losses for financial assets, primarily accounts receivable and notes receivable, which are included in accounts receivable and other receivables on the consolidated balance sheets, as well as its non-financial assets, including net investment in sales-type leases, within the scope of ASC Topic 326, Financial Instruments - Credit Losses ("ASC 326"). The allowance for credit losses are deducted from the respective financial asset's amortized cost basis on the consolidated balance sheets.
The general allowance for credit losses is measured on a collective (pool) basis when similar risk characteristics exist for multiple financial instruments. If similar risk characteristics do not exist, the Company measures the general allowance for credit losses on an individual instrument basis. The determination of whether a particular financial instrument should be included in a pool can change over time. If a financial asset’s risk characteristics change, the Company evaluates whether it is appropriate to continue to keep the financial instrument in its existing pool or evaluate it individually. The Company develops expected credit loss estimates for an asset or pool of assets by factoring historical loss information; information on both current conditions and reasonable and supportable forecasts of future conditions that may not be reflected in historical loss information; and other relevant credit quality information for the respective assets.
For financial instruments where the borrower is experiencing financial difficulty based on the Company’s assessment at the reporting date and the repayment is expected to be provided substantially through the sale of the collateral, the Company may elect to use as a practical expedient the fair value of the collateral at the reporting date when determining the provision for credit losses. In accordance with the practical expedient approach, the provision for credit loss is the difference between the fair value of the underlying collateral, less costs to sell, and the carrying value of the respective loan. The fair value of the underlying collateral is determined by using methods such as discounted cash flow, the market approach, or direct capitalization approach. The key unobservable inputs used to determine the fair value of the underlying collateral may vary depending on the information available and market conditions as of the valuation date. If any portion of a loan balance is deemed uncollectible, that amount is written-off.
Financing receivables are placed on nonaccrual status when management determines that the collectibility of contractual amounts is not reasonably assured. When a financing receivable is designated as nonaccrual, interest is only recognized as income when payment has been received. Generally, the Company returns a financing receivable to accrual status when all delinquent payments become current under the terms of the applicable agreement and collectibility of the remaining contractual payments is reasonably assured.
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Allowance for Doubtful Accounts: Allowances for doubtful accounts are established by management based on estimates of collectability. Estimates of collectability are principally based on an evaluation of the current financial condition of the Company’s customers and their payment history, which are regularly monitored by the Company.
Other receivables, net: Other receivables, net are primarily composed of notes receivable recorded at cost less allowance for credit losses.
Goodwill: The Company reviews goodwill for impairment at the reporting unit level annually or more frequently if events or changes in circumstances indicate potential impairment. The first step in testing goodwill for impairment is to perform a qualitative assessment to determine if events or circumstances have occurred that indicate it is more likely than not that the fair value of the assets of the reporting unit, including goodwill, are less than their carrying values. If, after assessing the totality of events or circumstances, it is determined that it is more likely than not that the fair value of a reporting unit is greater than the carrying amount, then a quantitative goodwill impairment test is not performed. If the qualitative assessment does not indicate that it is more likely than not that the fair value of a reporting unit is greater than the carrying amount, then a quantitative goodwill impairment test is performed by comparing the fair value of the reporting unit to its carrying value, including the associated goodwill.
The fair value of a reporting unit is estimated using an income approach that is based on a discounted cash flow analysis. The discounted cash flow approach relies on a number of assumptions, including future macroeconomic conditions, market factors specific to the reporting unit, the amount and timing of estimated future cash flows to be generated by the business over an extended period of time and a discount rate that considers the risks related to the amount and timing of the cash flows, among others. The Company classifies these fair value measurements as Level 3. If the results of the Company's test indicates that a reporting unit's estimated fair value is less than its carrying value, an impairment charge is recognized for the amount by which the carrying amount exceeds the reporting unit's fair value, not to exceed the total amount of goodwill allocated to that reporting unit.
The Company's goodwill balance as of December 31, 2025 and 2024, was $8.7
Assets and Liabilities Held for Sale: Assets and liabilities to be disposed of by sale ("disposal groups") are reclassified as held for sale when all the held for sale criteria have been met and are included in Assets held for sale and Accrued and other liabilities on our consolidated balance sheets, respectively. Generally, disposal groups are classified as held for sale when they are under contract for sale and the applicable due diligence period has expired prior to the end of the reporting period. Disposal groups are measured at the lower of carrying value or fair value less costs to sell and are not depreciated or amortized. The fair value of a disposal group, less any costs to sell, is assessed each reporting period it remains classified as held for sale and any remeasurement to the lower of carrying value or fair value less costs to sell is reported as an adjustment to the carrying value.
Self-Insured Liabilities: The Company is self-insured for certain losses that include, but are not limited to, workers’ compensation, general liability, real and personal property, and real estate construction warranty and defect claims. When feasible, the Company obtains third-party insurance coverage to limit its exposure to these claims. When estimating its self-insured liabilities, the Company considers a number of factors, including historical claims experience, demographic factors, and valuations provided by independent third-parties.
Fair Value Measurements: ASC Topic 820, Fair Value Measurements and Disclosures ("ASC 820"), as amended, establishes a fair value hierarchy, which requires the Company to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. The hierarchy places the highest priority on unadjusted quoted market prices in active markets for identical assets or liabilities (Level 1 measurements) and assigns the lowest priority to unobservable inputs (Level 3 measurements). The three levels of inputs within the hierarchy are defined as follows:
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Level 1: Quoted prices (unadjusted) for identical assets or liabilities in active markets.
Level 2: Significant other observable inputs other than Level 1 prices, such as quoted prices for similar assets or liabilities, quoted prices in markets that are not active, or other inputs that are observable or can be corroborated by observable market data.
Level 3: Significant unobservable inputs that reflect the Company’s own assumptions about the assumptions that market participants would use in pricing an asset or liability.
If the technique used to measure fair value includes inputs from multiple levels of the fair value hierarchy, the lowest level of significant input determines the placement of the entire fair value measurement in the hierarchy.
Revenue Recognition and Leases - The Company as a Lessor: Sources of revenue for the Company primarily include leasing of commercial real asset assets and sales of real estate development and unimproved land. The Company generates revenue from its two
Commercial Real Estate: The Commercial Real Estate segment owns, operates, leases, and manages a portfolio of retail, industrial, and office properties in Hawai‘i; it also leases urban land in Hawai‘i to third-party lessees. Commercial Real Estate revenue is recognized under lease accounting guidance with the Company as lessor.
The Company reviews its contracts to determine if they qualify as a lease. A contract is determined to be a lease when the right to substantially all of the economic benefits and to direct the use of an identified asset is transferred to a customer over a defined period of time for consideration. During this review, the Company evaluates among other items, asset specification, substitution rights, purchase options, operating rights and control over the asset during the contract period.
The Company has lease agreements with lease and non-lease components, which are generally accounted for separately under ASC Topic 606, Revenue from Contracts with Customers. The Company has elected the practical expedient to not separate non-lease components from lease components for all classes of underlying assets where the component follows the same timing and pattern as the lease component and the lease component is classified as an operating lease. Non-lease components included in rental revenue primarily consist of tenant reimbursements for common area maintenance and other services paid for by the lessor and utilized by the lessee. Under the practical expedient, the Company accounts for the single, combined component under leasing guidance as the lease component is the predominant component in the contract.
Rental revenue is primarily derived from operating leases and, therefore, is generally recognized on a straight-line basis over the term of the lease. Fixed contractual payments from the Company's leases are recognized on a straight-line basis over the terms of the respective leases. Straight-line rental revenue commences when the customer assumes control of the leased premises. The accrued straight-line receivable represents the amount by which straight-line rental revenue exceeds rents currently billed in accordance with lease agreements. Certain of the Company's lease agreements include terms for contingent rental revenue (e.g., percentage rents based on tenant sales volume) and tenant reimbursed property operating costs, which are both accounted for as variable payments.
For sales-type leases, the Company records any selling profit of loss arising from the lease at inception within Gain (loss) on disposal of commercial real estate properties in the Company's consolidated statements of operations, as well as any initial direct costs recorded as an expense if, at commencement, the fair value of the underlying asset differs from its carrying amount, otherwise they are deferred and included in the net investment in the lease. Interest income from sales-type leases is measured using the rate implicit in the lease and is recorded in Operating Revenue - Commercial Real Estate in the Company’s consolidated statements of operations over the lease term to produce a constant periodic rate of return on the Company’s net investment in the lease. Rent payments that are not fixed and determinable at lease inception, such as tenant reimbursed property operating costs, are not included in the effective interest method calculation and are accounted for as variable payments in the period earned.
Certain of the Company's leases include termination and/or extension options. Termination options allow the customer to terminate the lease prior to the end of the lease term under specific circumstances. The Company's extension options, which are exercised at the lessee's discretion, contain rent at fixed rates or require a re-negotiation at market rates. Initial direct costs, primarily commissions, related to the leasing of properties are capitalized on the balance sheet and amortized over the lease term. All other costs to negotiate or arrange a lease are expensed as incurred.
Accounts receivable related to leases are regularly evaluated for collectability, considering factors including, but not limited to, the credit quality of the customer, historical trends of the customer, and changes in customer payment terms. Upon determination that the collectability of a customer receivable is not probable, the Company will reverse the receivable and any
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accrued straight-line receivable and record a corresponding reduction of revenue previously recognized. Subsequent revenue is recorded on a cash basis until collectability on related billings becomes probable. Upon determination that portions of a tenant's receivables are not probable of collection (e.g., due to current conditions impacting specific amounts), the Company will record an allowance for doubtful accounts for the recorded operating lease receivable and record a corresponding adjustment of revenue previously recognized.
Land Operations: Revenues from the Land Operations segment are principally derived from real estate development and unimproved land sales. Revenues from real estate sales are recognized at the point in time when control of the underlying goods is transferred to the customer and the payment is due (generally on the closing date).
On a consolidated basis, in addition to disclosing amounts recorded as contract assets or contract liabilities in its consolidated balance sheets, the Company discloses information about the amount of contract consideration allocated to either wholly unsatisfied or partially satisfied performance obligations (see Note 11 – Revenue and Contract Balances). Related to this disclosure, the Company has elected to not disclose information about the amount of contract consideration allocated to remaining performance obligations for certain contracts that have original expected durations of one year or less. This may occur with contracts for sales of real estate that are executed as of the end of the period with control of the underlying assets to be transferred to the customer subsequent to the end of the period. The closing date of such transactions will generally occur within one year or less of the contract execution date.
Leases - The Company as Lessee: The Company determines if an arrangement is a lease at inception by considering whether that arrangement conveys the right to use an identified asset for a period of time in exchange for consideration. The Company evaluates whether a lease is a finance or operating lease using the criteria established in ASC Topic 842, Leases. Right-of-use assets (ROU assets) and lease liabilities related to operating leases are included in Operating lease right-of-use assets and Operating lease liabilities, respectively, in the Company's consolidated balance sheets. ROU assets and lease liabilities related to finance leases are included in Real estate property, net and Notes payable and other debt, respectively, in the Company's consolidated balance sheets. Operating lease expense is recognized on a straight-line basis over the lease term. Finance lease ROU assets are amortized on a straight-line basis over the shorter of the useful life of the asset or the lease term or using the useful life of the asset if the financing lease contains a purchase option that is reasonably certain to be exercised. Interest expense on the finance lease liability is recognized using the effective interest rate method and is presented within Interest expense in the Company’s consolidated statements of operations.
ROU assets represent the Company's right to use an underlying asset for the lease term and lease liabilities represent the obligation to make lease payments arising from the lease. ROU assets and lease liabilities are recognized at commencement date based on the present value of lease payments over the lease term. As most of the Company's leases do not provide an implicit rate and are not readily determinable, the Company uses its incremental borrowing rate based on the estimated rate of interest for collateralized borrowing over a similar term of the lease payments at commencement date. ROU assets also include any lease payments made at or before the commencement date and excludes any lease incentives received. Lease terms may include options to extend or terminate the lease when it is reasonably certain that the Company will exercise that option.
In connection with its application of the lease guidance, the Company has evaluated the lease and non-lease components within its leases where it is the lessee and has elected, for all classes of underling assets, the practical expedient to present lease and non-lease components in its lease agreements as one component. The Company has also elected, for all classes of underlying assets, to not recognize lease liabilities and lease assets for leases with a term of 12 months or less.
Impairment of Investments in Joint Ventures and Partnerships: The Company reviews its investments in unconsolidated joint ventures and partnerships accounted for under the equity method for impairment whenever there are any indicators that the value may be impaired or that its carrying value may not be recoverable. To the extent indicators suggest that a loss in value
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Employee Benefit Plans: The Company provides a wide range of benefits to current employees, including a defined contribution plan and health and welfare benefits, as well as post-employment benefits to qualified retired employees. The Company records amounts relating to certain benefit plans based on various actuarial assumptions, including, but not limited to discount rates, assumed rates of return, assumed salary increases, health care cost rate trends, and significant demographic assumptions. The Company reviews its actuarial assumptions on an annual basis and makes modifications to the assumptions based on current economic conditions and trends. The Company believes that the assumptions utilized in recording obligations under the Company’s plans, which are presented in Note 15 – Employee Benefit Plans, are reasonable based on its experience and on advice from its independent actuaries; however, differences in actual experience or changes in the assumptions may materially affect the Company’s financial position or results of operations.
Interest and other income (expense), net for the years ended December 31, 2025, 2024, and 2023, included the following (in thousands):
| 2025 | 2024 | 2023 | ||||||||||||||||||
| Post-retirement benefit (expense) | $ | ( | $ | ( | $ | ( | ||||||||||||||
| Interest income | ||||||||||||||||||||
| Gain (loss) on fair value adjustments related to interest rate swaps | ||||||||||||||||||||
| Financing charges | ( | |||||||||||||||||||
| Reclassification of interest rate derivative gain (loss) from Accumulated Other Comprehensive Income (Loss) | ( | |||||||||||||||||||
| Other income (expense), net | ( | |||||||||||||||||||
| Interest and other income (expense), net | $ | $ | $ | ( | ||||||||||||||||
Earnings Per Share (“EPS”): Basic and diluted earnings per share are computed and disclosed in accordance with ASC Topic 260, Earnings Per Share, which requires the classification of the Company’s unvested shares of restricted Common Stock,
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Recently adopted accounting pronouncements
In December 2023, the FASB issued ASU No. 2023-09 (“ASU 2023-09”), Income Taxes (Topic 740): Improvement to Income Tax Disclosures to enhance the transparency and decision usefulness of income tax disclosures, primarily related to the rate reconciliation and income taxes paid information. ASU 2023-09 is effective for annual periods beginning after December 15, 2024 on a prospective basis, with the option to apply the standard retrospectively. The Company adopted ASU 2023-09 during the fourth quarter of 2025 on a retrospective basis. The adoption of this standard did not have a material impact on the Company's financial position or results of operations and did not have a significant impact on its disclosures (refer to Note 16 – Income Taxes).
Recently issued accounting pronouncements
In October 2023, the FASB issued ASU No. 2023-06 ("ASU 2023-06"), Disclosure Improvements - Codification Amendment in Response to the SEC’s Disclosure Update and Simplification Initiative. This ASU modified the disclosure and presentation requirements of a variety of codification topics by aligning them with the SEC’s regulations. The amendments to the various topics should be applied prospectively, and the effective date will be determined for each individual disclosure based on the effective date of the SEC’s removal of the related disclosure. If the SEC has not removed the applicable requirements from Regulation S-X or Regulation S-K by June 30, 2027, then this ASU will not become effective. Early adoption is prohibited. The Company does not expect the amendments of this accounting standard update to have a material impact on its consolidated financial statements and related disclosures.
In November 2024, the FASB issued ASU No. 2024-03 ("ASU 2024-03"), Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures. This ASU requires a public business entity to disclose specific information about certain costs and expenses in the notes to its financial statements for interim and annual reporting periods. The objective of the disclosure requirements is to provided disaggregated information about a public business entity's expenses to help investors (a) better understand the entity's performance, (b) better assess the entity's prospects for future cash flows, and (c) compare an entity's performance over time and with that of other entities. ASU 2024-03 is effective for annual periods beginning after December 15, 2026, on either a prospective basis to financial statements issued for reporting periods after the effect date, or on a retrospective basis to any or all prior periods presented in the financial statements. Early adoption is permitted. The Company is currently evaluating the impact of this accounting standard update on its consolidated financial statements and related disclosures.
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3. Real Estate Property, Net
Real estate property, net as of December 31, 2025 and 2024, includes the following (in thousands):
| 2025 | 2024 | |||||||||||||
| Land | $ | $ | ||||||||||||
| Buildings | ||||||||||||||
| Other property improvements | ||||||||||||||
| Subtotal | $ | $ | ||||||||||||
| Accumulated depreciation | ( | ( | ||||||||||||
| Real estate property, net | $ | $ | ||||||||||||
As noted in Note 2 – Significant Accounting Policies, the Company may capitalize a portion of interest costs incurred to long-lived assets for developments, major redevelopments and other projects that meet certain criteria. Total interest costs incurred were $24.6 million, $23.5 million, and $23.5 million in 2025, 2024, and 2023, respectively. Capitalized interest costs related to development activities were $0.8 million, $0.3 million, and $0.5 million in 2025, 2024, and 2023, respectively.
Depreciation expense for the years ended December 31, 2025, 2024, and 2023, was $32.1 million, $29.9 million, and $29.2 million, respectively.
4. Real Estate Transactions
Acquisitions
The Company made no acquisitions for the year ended December 31, 2025, and one acquisition for the year ended December 31, 2024. The following table summarizes the Company's real estate acquisition activity for the year ended December 31, 2024, which was accounted for as asset acquisitions (dollars in thousands).
| 2024 | ||||||||
Number of properties acquired1 | ||||||||
Contract price | $ | |||||||
Total price of acquisitions2 | $ | |||||||
1 The 2024 acquisition was structured as a partial like-kind exchange in accordance with Code §1031. | ||||||||
3 Total price of acquisition includes transaction costs and closing costs and credits. | ||||||||
The aggregate purchase price of the assets acquired during the year ended December 31, 2024, was allocated as follows (in thousands):
| Fair value of assets acquired | 2024 | |||||||
| Assets acquired: | ||||||||
| Land | $ | |||||||
| Property and improvements | ||||||||
| In-place leases | ||||||||
| Total assets acquired | $ | |||||||
| Liabilities assumed: | ||||||||
| Unfavorable leases | $ | |||||||
| Total liabilities assumed | $ | |||||||
| Net assets acquired | $ | |||||||
As of the acquisition date, the weighted-average amortization periods of in-place leases was approximately 12.8 years for assets acquired during the year ended December 31, 2024.
Dispositions
There were no dispositions for the year ended December 31, 2025. There was one disposition for the year ended December 31, 2024, related to a retail property within the Commercial Real Estate segment. The following table summarizes the real estate disposition activity for the year ended December 31, 2024 (dollars in thousands).
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| 2024 | ||||||||
| Number of properties disposed | ||||||||
| Contract Price | $ | |||||||
Gain/(loss) on disposal1 | $ | |||||||
1 As of December 31, 2023, this property met the criteria for classification as held for sale and accordingly, was measured at its fair value less costs to sell, resulting in an impairment charge of $ | ||||||||
In September 2025, a tenant ("Buyer") exercised its purchase option for subdivided units of Kaka'ako Commerce Center, a six -story industrial property within the Commercial Real Estate segment. In conjunction with the transaction, the Company subdivided the building into six units, with each of the six floors representing a separate unit. The transaction is structured to qualify as a like-kind exchange under section §1031 of the Internal Revenue Code and is expected to close in the first quarter of 2026.
At the time of exercise, the Buyer was leasing two of the three subdivided units it committed to purchase. Upon the Buyer's exercise of the purchase option, the lease for the two subdivided units was modified and classified as a sales-type lease. Accordingly, $10.3 million of real estate property, net and $1.2 million of real estate intangible assets, net were derecognized and the present value of the future lease payments and the initial unguaranteed residual value of $14.1 million was established as Investments in sales-type leases, net in the Company's consolidated balance sheets. Additionally, the Company recognized $2.6 million in selling profit from sales-type leases within Gain (loss) on commercial real estate transactions in the Company's consolidated statements of operations during the twelve months ended December 31, 2025. Refer to Note 12 – Leases - The Company as a Lessor for additional discussion of the components of the Company's investments in sales-type leases.
The Buyer's exercise of the purchase option for the one subdivided unit not leased by the Buyer at the time of exercise, met the criteria for classification as held for sale and accordingly, was measured at its fair value less costs to sell. The fair value was in excess of the carrying value and accordingly, no fair value adjustment related to assets and liabilities held for sale was required. Refer to Note 7 – Fair Value Measurements for additional discussion of the Company's classification of the fair value measurement in the fair value hierarchy and inputs used in determining the fair value. Refer to Note 21 – Held for Sale and Discontinued Operations for additional discussion of the information related to the major classes of assets and liabilities that were classified as held for sale as of the balance sheet date.
Intangible assets, net
Real estate intangible assets, net and other intangible assets included in Prepaid expenses and other assets as of December 31, 2025 and 2024, were as follows (in thousands):
| 2025 | 2024 | ||||||||||
| In-place leases | $ | $ | |||||||||
| Favorable leases | |||||||||||
| Accumulated amortization of in-place leases | ( | ( | |||||||||
| Accumulated amortization of favorable leases | ( | ( | |||||||||
| Real estate intangible assets, net | $ | $ | |||||||||
| Other intangible assets | $ | $ | |||||||||
| Accumulated amortization of other intangible assets | ( | ( | |||||||||
| Other intangible assets, net | $ | $ | |||||||||
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Total intangible asset amortization expense was $5.5 million, $5.8 million, and $7.1 million for the years ended December 31, 2025, 2024, and 2023, respectively. Estimated amortization expenses related to intangible assets over the next five years are as follows (in thousands):
| Estimated Amortization | |||||
| 2026 | $ | ||||
| 2027 | |||||
| 2028 | |||||
| 2029 | |||||
| 2030 | |||||
5. Investments in Joint Ventures and Partnerships
The Company has investments in joint ventures and partnerships through its Land Operations segment. The Company's investments in joint ventures and partnerships consist of equity investments in limited liability companies that operate or develop real estate and joint ventures that engage in materials-related activities and renewable energy. The Company does not have a controlling financial interest, but has the ability to exercise significant influence over the operating and financial policies of these investments and, accordingly, accounts for its investments using the equity method of accounting. Operating results presented in the Company's consolidated statements of operations include the Company's proportionate share of net income (loss) from its equity method investments.
The Company’s carrying value of investments in joint ventures and partnerships totaled $36.8 million and $39.0 million as of December 31, 2025 and 2024, respectively, which is recorded in Investments in real estate joint ventures and partnerships and Investments in other joint ventures and partnerships on the Consolidated Balance Sheets. The amounts of the Company’s investment as of December 31, 2025 and 2024, that represent undistributed earnings of investments in joint ventures and partnerships was approximately $10.3 million and $9.3 million, respectively. Dividends and distributions from unconsolidated joint ventures and partnerships totaled $7.5 million in 2025, $4.4 million in 2024, and $0.5 million in 2023. During the three years ended December 31, 2025, 2024, and 2023, Income (loss) related to joint ventures was $8.3 million, $4.6 million and $1.9 million, respectively, and return on investment operating cash distributions was $4.0 million, $3.4 million and $0.1 million, respectively.
A summary of combined assets and liabilities reported by such entities accounted for by the equity method as of December 31, 2025 and 2024, were as follows (in thousands):
| 2025 | 2024 | |||||||||||||
| Current assets | $ | $ | ||||||||||||
| Non-current assets | ||||||||||||||
| Total assets | $ | $ | ||||||||||||
| Current liabilities | $ | $ | ||||||||||||
| Non-current liabilities | ||||||||||||||
| Total liabilities | $ | $ | ||||||||||||
A summary of combined operating results reported by such entities accounted for by the equity method for each of the years ended December 31, 2025, 2024, and 2023, were as follows (in thousands):
| 2025 | 2024 | 2023 | ||||||||||||||||||
| Revenues | $ | $ | $ | |||||||||||||||||
| Operating costs and expenses | ||||||||||||||||||||
| Gross Profit (Loss) | $ | $ | $ | |||||||||||||||||
Income (Loss) from Continuing Operations1 | $ | $ | $ | ( | ||||||||||||||||
Net Income (Loss)1 | $ | $ | $ | ( | ||||||||||||||||
1Includes earnings from equity method investments held by the investee. | ||||||||||||||||||||
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6. Other Receivables and Allowances and Other Reserves
Other Receivables
The following table is a summary of the Company's other receivables (in thousands):
| December 31, 2025 | December 31, 2024 | |||||||||||||
| Financing receivables | $ | $ | ||||||||||||
Other receivables1 | ||||||||||||||
| Other receivables, gross | $ | $ | ||||||||||||
| Less: Allowance for credit losses | ( | ( | ||||||||||||
| Other receivables, net of allowances | $ | $ | ||||||||||||
1 Primarily consists of unbilled revenue related to the Commercial Real Estate segment and escrow receivables related to the Land Operations segment. | ||||||||||||||
Allowances and Other Reserves
The Company reduces recorded amounts for accounts receivable and other financial assets included in other receivables by various allowances and reserve accounts. The following table presents the balances and activity (including reclassifications) in the various allowance and reserve accounts related to the Company's accounts receivable and financial assets included in other receivables for the three years ended December 31, 2025, 2024, and 2023, (in thousands):
| Allowance for Credit Losses for Financing Receivables Secured by Real Estate | Allowance for Credit Losses for Tenant Related Financing Receivables | Total Allowance for Credit Losses for Financing Receivables | Allowance for Doubtful Accounts on Accounts Receivable | |||||||||||||||||||||||
| Balance, January 1, 2023 | $ | $ | $ | $ | ||||||||||||||||||||||
| Provision (release) - charged against income | ( | |||||||||||||||||||||||||
Write-offs or other - charged against allowance1 | ( | |||||||||||||||||||||||||
| Balance, December 31, 2023 | $ | $ | $ | $ | ||||||||||||||||||||||
| Provision (release) - charged against income | ( | ( | ||||||||||||||||||||||||
Write-offs or other - charged against allowance1 | ( | ( | ( | |||||||||||||||||||||||
| Balance, December 31, 2024 | $ | $ | $ | $ | ||||||||||||||||||||||
| Provision (release) - charged against income | ( | ( | ( | |||||||||||||||||||||||
Write-offs or other - charged against allowance1 | ( | |||||||||||||||||||||||||
| Balance, December 31, 2025 | $ | $ | $ | $ | ||||||||||||||||||||||
1 Write-offs or other activity (e.g., reclassifications of fully reserved balances from cash basis treatment). | ||||||||||||||||||||||||||
Refer to Note 12 – Leases - The Company as a Lessor for current period charges related to the Company's assessment of collectability on amounts due under leases, including sales-type leases. Note that under ASC Topic 842, Leases, such charges and reserve activity reflect a reversal of the revenue and receivable balance originally recorded.
The allowance for credit losses for financing receivables related to collateral-dependent receivables are from the sales of unimproved legacy property, development parcels, or commercial real estate assets that involve a financing component. The collectability of each of the financing receivables is assessed each reporting period using specific information, including among other factors, the credit quality of the counterparties in the transactions, as well as reasonable and supportable forecasts of future conditions that impact the collectability of the receivable.
The allowance for credit losses for financing receivables related to the Commercial Real Estate segment notes receivables are from rent relief arrangements with existing tenants and delinquent rent from terminated tenants. The Company evaluates the collectability of the Commercial Real Estate notes receivable each reporting period based on a combination of credit quality indicators, including, but not limited to, payment status, historical loan charge-offs, and financial strength of the borrower and guarantors.
Included below is a summary of the amortized cost basis of our financing receivables, included in other receivables, and credit quality indicator, summarized by year of origination(in thousands). There were no write-offs during year ended December 31, 2025.
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| Year of Origination | Balance as of | |||||||||||||||||||||||||||||||||||||||||||
| 2025 | 2024 | 2023 | 2022 | 2021 | Prior | December 31, 2025 | ||||||||||||||||||||||||||||||||||||||
| Secured | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||||||||||
| Unsecured | ||||||||||||||||||||||||||||||||||||||||||||
| Total notes receivable | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||||||||||
7. Fair Value Measurements
Recurring Fair Value Measurements
The Company records its interest rate swaps at fair value. The fair values of the Company's interest rate swaps are classified as Level 2 measurements in the fair value hierarchy and are based on the estimated amounts that the Company would receive or pay to terminate the contracts at the reporting date and are determined using interest rate pricing models and interest rate related observable inputs (refer to Note 9 – Derivative Instruments for fair value information regarding the Company's derivative instruments).
The following tables present the fair value of those assets and (liabilities) measured on a recurring basis as of December 31, 2025 and 2024, (in thousands):
| Fair Value Measurements at | |||||||||||||||||||||||||||||
| December 31, 2025 | |||||||||||||||||||||||||||||
| Consolidated Balance Sheet Location | Total | Quoted Prices in Active Markets (Level 1) | Significant Observable Inputs (Level 2) | Significant Unobservable Inputs (Level 3) | |||||||||||||||||||||||||
| Assets | |||||||||||||||||||||||||||||
| Derivative financial instruments - interest rate swaps | Prepaid expenses and other assets | $ | $ | $ | $ | ||||||||||||||||||||||||
| Liabilities | |||||||||||||||||||||||||||||
| Derivative financial instruments - interest rate swaps | Accrued and other liabilities | $ | ( | $ | $ | ( | $ | ||||||||||||||||||||||
| Fair Value Measurements at | |||||||||||||||||||||||||||||
| December 31, 2024 | |||||||||||||||||||||||||||||
| Consolidated Balance Sheet Location | Total | Quoted Prices in Active Markets (Level 1) | Significant Observable Inputs (Level 2) | Significant Unobservable Inputs (Level 3) | |||||||||||||||||||||||||
| Assets | |||||||||||||||||||||||||||||
| Derivative financial instruments - interest rate swaps | Prepaid expenses and other assets | $ | $ | $ | $ | ||||||||||||||||||||||||
Non-Recurring Fair Value
Certain financial and nonfinancial assets and liabilities are measured at fair value on a nonrecurring basis and are subject to fair value adjustments in certain circumstances, such as when there is evidence of impairment. The Company’s process for identifying and recording impairment is discussed in Note 2 – Significant Accounting Policies.
Investments in sales-type leases, net: The Company's net investment in sales-type lease assets are recorded at the estimated fair value as of the respective lease commencement dates. The fair value of sales-type leases is generally estimated utilizing Level 3 inputs to discount the estimated future cash flows of the lease, including any guaranteed or unguaranteed estimated residual value of the asset at the end of the lease, using the rate implicit in the lease. Refer to Note 12 – Leases - The Company as a Lessor for additional discussion of the Company's investment in sales-type leases.
Impairment of long-lived assets held and used and finite-lived intangible assets: During the years ended December 31, 2025 and 2024, the Company did not
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Impairment of assets held for sale: As of December 31, 2025, one subdivided unit at a CRE improved property and one Company-occupied building met the criteria for classification as held for sale and accordingly, were measured at fair value less costs to sell. The fair values were found to be in excess of the carrying values and accordingly, no fair value adjustment related to assets and liabilities held for sale was required. The Company classifies these fair value measurements as Level 3 in the fair value hierarchy because they are determined using significant unobservable inputs such as management assumptions about expected sales proceeds from third parties. Refer to Note 4 – Real Estate Transactions for discussion of the transaction giving rise to the subdivided unit's classification as held for sale. Refer to Note 21 – Held for Sale and Discontinued Operations for information related to the major classes of assets and liabilities that were classified as held for sale as of the balance sheet date.
Impairment of equity method investment: During the year ended December 31, 2025, the Company recorded an impairment charge of $0.4 million related to the disposal of an equity method investment in a joint venture, which is presented in Impairment of equity method investment in the consolidated statements of operations.
Abandoned development costs: During the year ended December 31, 2024, the Company recorded an impairment charge of $0.3 million related to the abandonment of potential CRE development projects, which is presented in Impairment of assets in the consolidated statements of operations.
Financial Assets and Liabilities not Measured at Fair Value
Financial assets and liabilities that are not measured at fair value on our consolidated balance sheets include cash and cash equivalents, restricted cash, accounts and notes receivable, net and notes payable and other debt. The fair value of the Company's cash and cash equivalents, restricted cash, and accounts receivable, net approximate their carrying values due to the short-term nature of the instruments, which is classified as Level 1 measurement in the fair value hierarchy.
The fair value of the Company's notes receivable approximated the carrying amount of $2.8 million and $13.1 million as of December 31, 2025 and 2024. The fair value of these notes is estimated using a discounted cash flow analysis in which the Company uses unobservable inputs such as market interest rates determined by the loan-to-value and market capitalization rates related to the underlying collateral at which management believes similar loans would be made, and is classified as a Level 3 measurement in the fair value hierarchy.
At December 31, 2025, the carrying amount of the Company's notes payable and other debt was $491.6 million and the corresponding fair value was $491.7 million. At December 31, 2024, the carrying amount of the Company's notes payable and other debt was $474.8 million and the corresponding fair value was $468.4 million. The fair value of debt is calculated by discounting the future cash flows of the debt at rates based on instruments with similar risk, terms and maturities as compared to the Company's existing debt arrangements, and is classified as a Level 3 measurement in the fair value hierarchy.
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8. Notes Payable and Other Debt
As of December 31, 2025 and 2024, Notes payable and other debt consisted of the following (in thousands):
| Principal Outstanding | ||||||||||||||||||||||||||
| Debt | Interest Rate (%) | Maturity Date | December 31, 2025 | December 31, 2024 | ||||||||||||||||||||||
| Secured: | ||||||||||||||||||||||||||
| Photovoltaic Financing | (1) | (1) | ||||||||||||||||||||||||
| Manoa Marketplace | (2) | 2029 | ||||||||||||||||||||||||
| Subtotal | $ | $ | ||||||||||||||||||||||||
| Unsecured: | ||||||||||||||||||||||||||
| Series J Note | 2025 | |||||||||||||||||||||||||
| Series B Note | 2026 | |||||||||||||||||||||||||
| Series C Note | 2026 | |||||||||||||||||||||||||
| Series F Note | 2026 | |||||||||||||||||||||||||
| Series H Note | 2026 | |||||||||||||||||||||||||
| Series K Note | 2027 | |||||||||||||||||||||||||
| Series G Note | 2027 | |||||||||||||||||||||||||
| Series L Note | 2028 | |||||||||||||||||||||||||
| Series I Note | 2028 | |||||||||||||||||||||||||
| Term Loan 5 | 2029 | |||||||||||||||||||||||||
| Syndicated Term Loan | (3) | 2030 | ||||||||||||||||||||||||
| Series M Note | 2032 | |||||||||||||||||||||||||
| Subtotal | $ | $ | ||||||||||||||||||||||||
Revolving Credit Facility: | ||||||||||||||||||||||||||
| A&B Revolver | (4) | 2028 | (5) | |||||||||||||||||||||||
| Subtotal | $ | $ | ||||||||||||||||||||||||
| Total debt (contractual) | $ | $ | ||||||||||||||||||||||||
| Unamortized debt premium (discount) | ( | |||||||||||||||||||||||||
| Unamortized debt issuance costs | ( | ( | ||||||||||||||||||||||||
| Total debt (carrying value) | $ | $ | ||||||||||||||||||||||||
(1) Financing leases have a weighted average discount rate of | ||||||||||||||||||||||||||
(2) Loan has a stated interest rate of SOFR plus | ||||||||||||||||||||||||||
(3) Loan has a stated interest rate of SOFR plus | ||||||||||||||||||||||||||
(4) Loan has a stated interest rate of SOFR plus | ||||||||||||||||||||||||||
(5) A&B Revolver has | ||||||||||||||||||||||||||
The Company's notes payable and other debt is categorized between debt instruments secured by real estate improved properties or other assets ("Secured Debt"), unsecured notes payable and other term loans ("Unsecured Debt") and borrowings under revolving credit facilities ("Revolving Credit Facilities") which includes the existing revolving credit facility used for general Company purposes ("A&B Revolver").
Secured Debt
Manoa Marketplace: In 2016, the Company, through wholly-owned subsidiaries, entered into a $60.0 million mortgage loan agreement secured by Manoa Marketplace with First Hawaiian Bank ("FHB"). The loan bears interest at a LIBOR-based rate, plus 1.35 % and requires principal and interest payments over the term with a final principal payment of $41.7 million due on August 1, 2029. In 2023, the Company entered into a note modification agreement with FHB which transitioned the interest rate on the Manoa Marketplace mortgage loan from LIBOR to a benchmark based on SOFR effective August 1, 2023. All other terms of the agreement remain substantially unchanged. The Company had previously entered into an interest rate swap agreement with a notional amount equal to the principal amount on the debt to fix the LIBOR-based variable interest rate on the related periodic interest payments at an effective rate of 3.14 % (refer to Note 9 – Derivative Instruments). The interest rate swap agreement was also modified concurrently in 2023 to transition the variable interest rate from LIBOR to a benchmark based on SOFR.
Assets Pledged as Collateral: The gross book value of the commercial real estate assets pledged as collateral described above at December 31, 2025, was $101.3 million.
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Unsecured Debt
Prudential Series Notes: In December 2015, the Company entered into an agreement (the "Prudential Agreement") with Prudential Investment Management, Inc. and its affiliates (collectively, "Prudential") for an unsecured note purchase and private shelf facility that enabled the Company to issue notes in an aggregate amount up to $450.0 million, less the sum of all principal amounts then outstanding on any notes issued by the Company or any of its subsidiaries to Prudential and the amounts of any notes that are committed under the Prudential Agreement. The Prudential Agreement (which amended and renewed a then-existing agreement) had an issuance period that ended in December 2018 and contained certain restrictive covenants for the notes issued under the Prudential Agreement. On August 31, 2021, the Company entered into an agreement with Prudential to amend certain covenants related to the Prudential Private Shelf Facility.
On April 15, 2024, the Company entered into an agreement (the "Third Amended Prudential Agreement") with Prudential for an unsecured note purchase and private shelf facility that enables the Company to issue notes in an aggregate amount up to $300.0 million, less the sum of all principal amounts then outstanding on any notes issued by the Company or any of its subsidiaries to Prudential and the amounts of any notes that are committed under the Third Amended Prudential Agreement for a period of three years from execution of the agreement. On December 17, 2024, the Company entered into an agreement with Prudential to further amend certain covenants related to the Prudential Private Shelf Facility. All other terms of this agreement remain substantially unchanged. Borrowings under the uncommitted shelf facility bear interest at rates that are determined at the time of borrowing.
In addition, on April 15, 2024, the Company issued a $60.0 million note (the "Series M Note") under the Third Amended Prudential Agreement. The Series M Note has a coupon rate of 6.09 %, paid semiannually, and matures in full on April 15, 2032.
Term Loan 5: In November 2017, the Company entered into a rate lock commitment to draw $25.0 million under its Note Purchase and Private Shelf Agreement with AIG Asset Management (U.S.), LLC (the "AIG Private Shelf Facility"). Under the commitment, the Company drew $25.0 million in December 2017. The note bears interest at 4.30 % and matures on December 20, 2029. Interest only is paid semi-annually and the principal balance is due at maturity. On August 31, 2021, the Company entered into an agreement with AIG Asset Management to amend certain covenants related to the AIG Private Shelf Facility. All other terms of this agreement remain substantially unchanged.
Syndicated Term Loan: The Company could draw up to $200.0 million under its First Amendment to a Fourth Amended and Restated Credit Agreement ("A&B Revolver") with Bank of America N.A, as administrative agent ("the Agent"), First Hawaiian Bank, KeyBank National Association, Wells Fargo Bank, National Association, and other lenders party thereto ("the Lenders") entered into November, 2025. On November 3, 2025, the Company drew the entire $200.0 million available under the commitment and used the proceeds to repay the outstanding balance on the A&B Revolver of $191.0 1-month Term SOFR plus 1.15 % based on a pricing grid and matures on November 3, 2030. Interest only is paid monthly with the principal balance due at maturity.
Also on November 3, 2025, the Company entered into a $70.0 million 1-month Term SOFR interest rate swap that fixes the rate through maturity at 4.57 % (inclusive of the financials-based applicable rate of 1.15 %). The Company previously entered into two interest rate swaps with notional amounts of $73.0 million and $57.0 million that, prior to November 3, 2025, hedged $130 million of borrowings under the revolving credit facility at a weighted average fixed rate of 4.76 %. Beginning November 3, 2025, the three interest rate swaps with a notional amount totaling $200.0 million hedge the $200.0 million borrowings under the Term Loan Facility through maturity to a 4.69 % weighted average fixed rate.
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Revolving credit facility
A&B Revolver: On October 17, 2024, the Company entered into the Fourth Amended and Restated Credit Agreement ("2024 A&B Revolver") with the Agent and the Lenders, which amended and restated the Company's existing $500.0 million committed revolving credit facility under the Third Amended and Restated Credit Agreement ("2021 A&B Revolver"). The 2024 A&B Revolver decreased the total revolving commitments to $450.0 million, extended the term of the facility to October 2028 with two six-month extension options, and amended certain covenants (see below). On November 3, 2025, the Company entered into the First Amendment to the 2024 A&B Revolver with the Agent and the Lenders. The terms of the A&B Revolver remained substantially unchanged, with the exception of the creation of a new term loan facility permitting the Company to request up to three borrowings through May 3, 2026 with a total available commitment of up to $200 million, and removal of the SOFR Adjustment of 0.10 %.
At December 31, 2025, the Company had $8.0 million of revolving credit borrowings outstanding with no letters of credit issued against the facility, and $442.0 million remained available.
Covenants under the A&B Revolver, Prudential Series Notes (subsequent to amendments), Term Loan 5 (subsequent to amendments), and Syndicated Term Loan
The principal financial covenants are as follows:
•Maximum ratio of secured debt to total adjusted asset value of 0.40 :1.00.
•Under the A&B Revolver and the Prudential Series Notes - Minimum shareholders' equity amount of $751.1 million plus 75 % percent of the net proceeds received from equity issuances after June 30, 2024.
•Under the Term Loan 5 - Minimum shareholders' equity amount of $865.6 million plus 75 % percent of the net proceeds received from equity issuances after June 30, 2021.
•Minimum unencumbered interest coverage ratio of 1.75
Debt principal payments
At December 31, 2025, debt principal payments and maturities during the next five years and thereafter and the corresponding amount of unamortized deferred financing costs or debt discounts or premiums were as follows (in thousands):
| Scheduled Principal Payments | ||||||||||||||||||||||||||
| Secured debt | Unsecured debt | Revolving credit facility | Total Notes payable and other debt | |||||||||||||||||||||||
| 2026 | $ | $ | $ | $ | ||||||||||||||||||||||
| 2027 | ||||||||||||||||||||||||||
| 2028 | ||||||||||||||||||||||||||
| 2029 | ||||||||||||||||||||||||||
| 2030 | ||||||||||||||||||||||||||
| Thereafter | ||||||||||||||||||||||||||
| Total Principal | $ | $ | $ | $ | ||||||||||||||||||||||
(Unamortized Debt Issue Cost)/ (Discount) Premium | ( | ( | ( | |||||||||||||||||||||||
| Total | $ | $ | $ | $ | ||||||||||||||||||||||
9. Derivative Instruments
The Company is exposed to interest rate risk related to its variable-rate debt. The Company balances its cost of debt and exposure to interest rates primarily through its mix of fixed-rate and variable-rate debt. From time to time, the Company may use interest rate swaps to manage its exposure to interest rate risk.
Interest Rate Swaps
As of December 31, 2025, the Company had four interest rate swap agreements, all of which were designated as cash flow hedges. The key terms of the agreements are as follows (dollars in thousands):
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| Effective | Maturity | Fixed Interest | Notional Amount at | Asset (Liability) Fair Value at | ||||||||||||||||||||||
| Date | Date | Rate | December 31, 2025 | December 31, 2025 | December 31, 2024 | |||||||||||||||||||||
| Interest Rate Swap Agreements | ||||||||||||||||||||||||||
| 4/7/2016 | 8/1/2029 | $ | $ | $ | ||||||||||||||||||||||
| 11/3/2025 | 11/3/2030 | $ | $ | ( | $ | |||||||||||||||||||||
| 5/1/2024 | 12/9/2031 | $ | $ | ( | $ | |||||||||||||||||||||
| 12/9/2024 | 12/9/2031 | $ | $ | ( | $ | |||||||||||||||||||||
In 2022, the Company entered into two forward starting interest rate swap agreements with notional amounts of $57.0 million and $73.0 million. The Company designated the hedging relationships of these two forward interest swap agreements as cash flow hedges at their inception. In December 2023, the Company de-designated the forward interest swap agreements as it was determined that underlying cash flows related to the designated hedging relationships were no longer probable of occurring. As a result, for the year ended December 31, 2023, the Company reclassified from Accumulated other comprehensive income (loss) and recognized in Interest and other income (expense), net a $2.7 million loss related to the fair value adjustment of the de-designated hedging relationships. Subsequent changes in fair value of the forward interest rate swaps were recorded in earnings until, on February 29, 2024, the Company re-designated the hedging relationships of both forward interest rate swaps in anticipation of future financing. The Company recorded a gain on forward interest rate swap valuation adjustment of $3.7 million during the year ended December 31, 2024, that occurred prior to the date of re-designation. Cash settlements related to the $57.0 million notional amount interest rate swap began on May 1, 2024. Cash settlements related to the $73.0 million notional amount interest rate swap began on December 9, 2024.
In November 2025, the Company entered into a $70.0 million 1-month Term SOFR interest rate swap that fixes the rate through November 3, 2030, at 4.57 % (inclusive of a financials-based applicable rate of 1.15 %). Together with the two forward interest rate swaps re-designated in 2024, the three interest rate swaps with a notional amount totaling $200.0 million are hedging the $200.0 million borrowings under the Syndicated Term Loan through maturity to a 4.69 % weighted average fixed rate.
Assets related to the interest rate swaps are presented within Prepaid expenses and other assets and liabilities related to interest rate swaps are presented within Accrued and other liabilities in the consolidated balance sheets as of December 31, 2025 and December 31, 2024.
Designated Hedging Instruments
For derivative instruments that are designated and qualify as cash flow hedges, changes in fair value of the cash flow hedges are recorded in Accumulated other comprehensive income (loss) and subsequently reclassified into Interest expense as interest is incurred on the related variable-rate debt. Periodic cash interest settlements related to cash flow hedges are presented as operating cash flows in the Company's consolidated statements of cash flows.
Terminated and De-Designated Hedging Instruments
When it is probable that a forecasted hedged transaction will not occur, hedge accounting is discontinued, and amounts deferred in Accumulated Other Comprehensive Income are recognized immediately. For derivatives not designated as hedging instruments, including de-designated hedges, changes in fair value are recorded in Interest and other income (expense), net. During the year ended December 31, 2023, the Company reclassified from Accumulated other comprehensive income (loss) and recognized in Interest and other income (expense), net a $2.7 million loss related to de-designated hedging relationships.
Statement of Comprehensive Income (Loss) Derivative Instruments Impact
The following table represents the pre-tax effect of the derivative instruments in the Company's consolidated statements of comprehensive income (loss) during the three years ended December 31, 2025, 2024, and 2023, (in thousands):
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| 2025 | 2024 | 2023 | ||||||||||||||||||
| Information regarding derivatives designated as hedging instruments | ||||||||||||||||||||
| Amount of gain (loss) recognized in OCI on derivatives | $ | ( | $ | $ | ||||||||||||||||
| Impact of reclassification adjustment to interest expense included in Net Income (Loss) | $ | ( | $ | ( | $ | ( | ||||||||||||||
| Information regarding derivatives terminated and de-designated hedging instruments | ||||||||||||||||||||
| Reclassification of interest rate derivative loss (gain) to interest and other income (expense), net included in Net Income (Loss) | $ | $ | $ | |||||||||||||||||
As of December 31, 2025, the Company expects to reclassify $0.8 million of net gains (losses) on derivative instruments from accumulated other comprehensive income to earnings during the next 12 months.
10. Commitments and Contingencies
Commitments and other financial arrangements
Bonds related to the Company's real estate activities totaled $17.0 million as of December 31, 2025, and represent commercial bonds issued by third party sureties (permit, subdivision, license and notary bonds), which are not recorded as liabilities on the Company's consolidated balance sheets as of December 31, 2025. If drawn upon, the Company would be obligated to reimburse the surety that issued the bond for the amount of the bond, reduced for the work completed to date.
Legal proceedings and other contingencies
Prior to the sale of approximately 41,000 acres of agricultural land on Maui to Mahi Pono Holdings, LLC ("Mahi Pono") in December 2018, the Company, through East Maui Irrigation Company, LLC ("EMI"), also owned approximately 16,000 acres of watershed lands in East Maui and held four water licenses to approximately 30,000 acres owned by the State of Hawai‘i in East Maui. The sale to Mahi Pono included the sale of a 50
The last of these water license agreements expired in 1986, and all four agreements were then extended as revocable permits that were renewed annually. In 2001, a request was made to the State Board of Land and Natural Resources (the "BLNR") to replace these revocable permits with a long-term water lease. Pending the completion by the BLNR of a contested case hearing it ordered to be held on the request for the long-term lease, the BLNR has kept the existing permits on a holdover basis. Three parties (Healoha Carmichael; Lezley Jacintho; and Na Moku Aupuni O Ko‘olau Hui) filed a lawsuit on April 10, 2015, (the "Initial Lawsuit") alleging that the BLNR has been renewing the revocable permits annually rather than keeping them in holdover status. The lawsuit challenged the BLNR’s decision to continue the revocable permits for calendar year 2015 and asked the court to void the revocable permits and to declare that the renewals were illegally issued without preparation of an environmental assessment ("EA"). In December 2015, the BLNR decided to reaffirm its prior decisions to keep the permits in holdover status. This decision by the BLNR was challenged by the three parties. In January 2016, the court ruled in the Initial Lawsuit that the renewals were not subject to the EA requirement, but that the BLNR lacked legal authority to keep the revocable permits in holdover status beyond one year (the "Initial Ruling"). The Initial Ruling was appealed to the Intermediate Court of Appeals ("ICA") of the State of Hawai‘i.
In May 2016, while the appeal of the Initial Ruling was pending, the Hawai‘i State Legislature passed House Bill 2501, which specified that the BLNR has the legal authority to issue holdover revocable permits for the disposition of water rights for a period not to exceed three years . The governor signed this bill into law as Act 126 in June 2016. Pursuant to Act 126, the annual authorization of the existing holdover permits was sought and granted by the BLNR in December 2016, November 2017 and November 2018 for calendar years 2017, 2018 and 2019. No extension of Act 126 was approved by the Hawai‘i State Legislature in 2019.
In June 2019, the ICA vacated the Initial Ruling, effectively reversing the determination that the BLNR lacked authority to keep the revocable permits in holdover status beyond one year (the "ICA Ruling"). The ICA remanded the case back to the trial court to determine whether the holdover status of the permits was both (a) "temporary" and (b) in the best interest of the State, as required by statute. The plaintiffs filed a motion with the ICA for reconsideration of its decision, which was denied on July 5, 2019. On September 30, 2019, the plaintiffs filed a request with the Supreme Court of Hawai‘i to review and reverse the ICA Ruling. On November 25, 2019, the Supreme Court of Hawai‘i granted the plaintiffs' request to review the ICA Ruling and, on May 5, 2020, oral argument was held.
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On October 11, 2019, the BLNR took up the renewal of all the existing water revocable permits in the state, acting under the ICA Ruling, and approved the continuation of the four East Maui water revocable permits for another one-year period through December 31, 2020. On November 13, 2020, the BLNR approved another renewal of such permits through December 31, 2021.
On March 2, 2022, the Supreme Court of Hawai’i vacated the ICA’s ruling relating to the BLNR's decision to continue the revocable permits for the calendar year 2015, holding that Hawaii Revised Statutes Chapter 343 (the Hawaii Environmental Policy Act) did apply to the permits. The court remanded the matter back to the Circuit Court to determine if any exceptions would apply and, if not, how HRS Chapter 343 should be applied in light of the steps taken by A&B/EMI toward the long-term water lease. The Supreme Court of Hawai’i also determined that the BLNR had the statutory authority to continue the permits for more than one year , but required the BLNR to make findings of fact and conclusions of law determining that the action would serve the best interests of the State. On remand, the Carmichael Plaintiffs filed a motion for partial summary judgment asking the Circuit Court to conclude that the BLNR and A&B/EMI violated HRS Chapter 343 when the BLNR continued the revocable permits for calendar year 2015. On December 21, 2023, the Circuit Court entered its order granting in part and denying in part the motion for partial summary judgment, determining that the BLNR and A&B/EMI had violated HRS Chapter 343 when the BLNR continued the revocable permits for calendar year 2015, but denying the plaintiffs’ request for a declaration that A&B/EMI had no authority to divert any water until a final environmental impact statement had been accepted.
Also on remand, the Carmichael Plaintiffs sought and were granted leave to file an amended complaint asserting a claim for unjust enrichment against A&B/EMI. The plaintiffs assert that they had a superior right to the water diverted by EMI from at least 2015 until September 2021 when BLNR accepted the final environmental impact statement for the long-term water lease, and EMI lacked the authority to divert water during that time period. In December 2023, the Carmichael Plaintiffs filed their amended complaint. On February 11, 2025, the Circuit Court entered its order granting A&B/EMI’s motion for summary judgment as to the plaintiffs’ unjust enrichment claim. Final judgment was entered on February 26, 2025. On March 5, 2025, the Carmichael Plaintiffs filed a notice of appeal with the ICA challenging the grant of summary judgment as to the unjust enrichment claim. On March 28, 2025, A&B/EMI filed a notice of cross-appeal challenging the Circuit Court’s determination that the unjust enrichment claim related back to the date of the filing of the original complaint. On December 5, 2025, the Hawaii Supreme Court granted the plaintiffs’ request to transfer the case to the Hawaii Supreme Court.
In June 2025, the Company and certain of its subsidiaries entered into a termination agreement with Mahi Pono ("the Termination Agreement") and certain of its related entities that transferred the Company’s remaining 50 % interest in EMI to Mahi Pono. A&B will continue to defend against the remaining claims in the Initial Lawsuit, including the allegations in the amended complaint.
In addition to the litigation described above, the Company is a party to, or may be contingently liable in connection with, other legal actions arising in the normal conduct of its businesses. While the outcomes of such litigation and claims cannot be predicted with certainty, in the opinion of management after consultation with counsel, the reasonably possible losses would not have a material effect on the Company's consolidated financial statements as a whole.
Further note that certain of the Company's properties and assets may become the subject of other types of claims and assessments at various times (e.g., environmental matters based on normal operations of such assets). Depending on the facts and circumstances surrounding such potential claims and assessments, the Company records an accrual if it is deemed probable that a liability has been incurred and the amount of loss can be reasonably estimated/valued as of the date of the financial statements.
11. Revenue and Contract Balances
The Company generates revenue through its Commercial Real Estate and Land Operations segments. Through its Commercial Real Estate segment, the Company owns and operates a portfolio of commercial real estate properties and generates income (i.e., revenue) as a lessor through leases of such assets. Refer to Note 12 – Leases - The Company as a Lessor for further discussion of lessor income recognition. The Land Operations segment generates revenue from contracts with customers. The Company further disaggregates revenue from contracts with customers by revenue type when appropriate if the Company believes disaggregation best depicts how the nature, amount, timing and uncertainty of the Company's revenue and cash flows are affected by economic factors. Revenue by type for the years ended December 31, 2025, 2024, and 2023, was as follows (in thousands):
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| 2025 | 2024 | 2023 | ||||||||||||||||||
| Revenues: | ||||||||||||||||||||
| Commercial Real Estate | $ | $ | $ | |||||||||||||||||
| Land Operations: | ||||||||||||||||||||
| Development sales revenue | $ | $ | $ | |||||||||||||||||
| Unimproved/other property sales revenue | ||||||||||||||||||||
| Other operating revenue | ||||||||||||||||||||
| Land Operations | $ | $ | $ | |||||||||||||||||
| Total revenues | $ | $ | $ | |||||||||||||||||
Timing of revenue recognition may differ from the timing of invoicing to customers.
The following table provides information about receivables, contract assets and contract liabilities from contracts with customers as of December 31, 2025 and 2024 (in thousands):
| 2025 | 2024 | |||||||||||||
| Accounts receivable | $ | $ | ||||||||||||
| Allowances (credit losses and doubtful accounts) | ( | ( | ||||||||||||
| Accounts receivable, net of allowance for credit losses and allowance for doubtful accounts | $ | $ | ||||||||||||
Variable consideration1 | $ | $ | ||||||||||||
| Prepaid rent | ||||||||||||||
| Other deferred revenue | ||||||||||||||
| Deferred revenue | $ | $ | ||||||||||||
1 Variable consideration deferred as of December 31, 2024, related to amounts received in the sale of agricultural land on Maui in 2018 that, under revenue recognition guidance, could not be included in the transaction price. | ||||||||||||||
For the year ended December 31, 2025, the Company recognized $0.2 million related to the Company's other deferred revenue reported as of December 31, 2024. For the year ended December 31, 2024, the Company recognized $0.1 million related to the Company's variable consideration and other deferred revenue reported as of December 31, 2023.
On December 17, 2018, A&B entered into a Purchase and Sale Agreement and Escrow Instructions (the "PSA") with Mahi Pono (the "Buyer") related to the sale of agricultural land on Maui. In connection with the sale, the Company deferred approximately $62.0 million of revenue related to certain performance obligations involving securing adequate water to support the Buyer's agricultural plans for the land, through an agreement with the State of Hawai‘i to provide rights to access state water for agricultural irrigation (“State Water Lease”), as well as ensuring that the Buyer has continued access to water prior to the issuance of the State Water Lease. Under the terms of the PSA, the Company may be required to remit amounts up to $62.0 million to the Buyer to the extent performance obligations are not met (recorded as deferred revenue of $62.0 million as of December 31, 2024).
On June 17, 2025, the Company and Mahi Pono entered into the Termination Agreement in which both parties mutually agreed to generally terminate the remaining rights and performance obligations related to a 2018 sale of approximately 41,000 acres of agricultural land on Maui, including $62.0 million in variable consideration related to certain performance obligations involving water leases with the State of Hawai`i (refer to Note 10 – Commitments and Contingencies for further discussion) and $7.7 million in other liabilities. Additionally, under the Termination Agreement, the Company transferred its 50 % ownership interest in East Maui Irrigation Company, LLC and forwent the receipt of payment of $2.7 million. As a result, the Company became obligated to pay $55.3 million to Mahi Pono in installments over a period of four years with $10.0 million paid upon execution of the Termination Agreement, $12.65 10.0
In accordance with FASB ASC Topic 606, Revenue from Contracts with Customers, the Agreement reflects a contract modification that reduced the scope of the original 2018 contract but did not result in the addition of any distinct goods or services. As there were no remaining goods or services to be provided subsequent to the termination and the variable consideration was refundable, the Company derecognized the $62.0 million variable consideration in Deferred revenue, $7.7 million in Accrued and other liabilities and $2.7 million in Investment in other joint ventures and partnerships, and established a refund liability of $55.3 million. As of December 31, 2025, the remaining refund liability was $45.3 million.
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Regarding other information related to the Company's contracts with customers, the amount of revenue recognized from performance obligations satisfied in prior periods (e.g., due to changes in transaction price) was not material in any of the periods presented.
12. Leases - The Company as a Lessor
The Company leases real estate property to tenants under operating and sales-type leases. Such activity is primarily composed of operating leases within its CRE segment.
In March 2025, the Company entered into a ground lease agreement for a 4.7 -acre land parcel located within Maui Business Park. Management evaluated the agreement in accordance with ASC 842 and determined that it met the criteria for classification as a sales-type lease. Accordingly, $5.0 million of land was derecognized and the present value of the future lease payments and the initial unguaranteed residual value of $9.2 million was established as Investments in sales-type leases, net in the Company's consolidated balance sheets. As a result, the Company recognized $4.1 million in selling profit from sales-type leases within Gain (loss) on commercial real estate transactions in the Company's consolidated statements of operations during the year ended December 31, 2025.
As discussed in Note 4 – Real Estate Transactions, in September 2025, the lease of two subdivided units at one CRE industrial property met the criteria for classification as a sales-type lease after the lessee exercised its option to purchase the units and the modified lease classification was re-evaluated. Accordingly, $10.3 million of real estate property, net and $1.2 million of real estate intangible assets, net were derecognized and the present value of the future lease payments and the initial unguaranteed residual value of $14.1 million was established as Investments in sales-type leases, net in the Company's consolidated balance sheets. As a result, the Company recognized $2.6 million in selling profit from sales-type leases within Gain (loss) on commercial real estate transactions in the Company's consolidated statements of operations during the year ended December 31, 2025.
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The historical cost of, and accumulated depreciation on, leased property as of December 31, 2025 and 2024, was as follows (in thousands):
| 2025 | 2024 | ||||||||||
| Leased property - real estate | $ | $ | |||||||||
| Less: accumulated depreciation | ( | ( | |||||||||
Property under operating leases - net1 | $ | $ | |||||||||
1Property under operating leases as of December 31, 2025 includes leased property included in assets held for sale. | |||||||||||
Rental income from operating and sales-type leases are included in Operating Revenue in the consolidated statements of operations. Rental income from operating leases is composed of lease payments and variable lease payments. Rental income from sales-type leases is composed of interest income. In accordance with ASC Topic 842, Leases, charges related to the Company's assessment of collectability on amounts due under leases and reserve activity reflect a reversal of the revenue and receivable balance originally recorded. Total rental income (i.e., revenue) under these operating leases and sales-type leases, including revenues deemed uncollectible, net and provision for credit losses on sales-type leases, were as follows (in thousands):
| 2025 | 2024 | 2023 | |||||||||||||||
| Operating leases: | |||||||||||||||||
| Lease payments | $ | $ | $ | ||||||||||||||
| Variable lease payments | |||||||||||||||||
| Revenues deemed uncollectible, net | ( | ( | ( | ||||||||||||||
| $ | $ | $ | |||||||||||||||
| Sales-type leases: | |||||||||||||||||
| Interest income | $ | $ | $ | ||||||||||||||
| Provision for credit losses on sales-type leases | ( | ||||||||||||||||
| $ | $ | $ | |||||||||||||||
Contractual future lease payments to be received on non-cancelable operating and interest income recognized on sales-type leases as of December 31, 2025, were as follows (in thousands):
| Operating | Sales-Type | |||||||||||||
| 2026 | $ | $ | ||||||||||||
| 2027 | ||||||||||||||
| 2028 | ||||||||||||||
| 2029 | ||||||||||||||
| 2030 | ||||||||||||||
| Thereafter | ||||||||||||||
Total future lease payments and interest income recognized on sales-type leases to be received | $ | $ | ||||||||||||
| Less: imputed interest | ( | |||||||||||||
| Total present value of lease payments | $ | |||||||||||||
| Unguaranteed residual assets | ||||||||||||||
| Total investment in sales-type leases | $ | |||||||||||||
13. Leases - The Company as a Lessee
Principal non-cancelable operating leases include land that have lease terms that expire through 2034. Management expects that in the normal course of business, most operating leases will be renewed or replaced by other similar leases. The Company has equipment under finance leases with terms that expire through 2030.
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Lease expense for operating leases that provide for future escalations are accounted for on a straight-line basis. For the years ended December 31, 2025, 2024, and 2023, lease expense under operating and finance leases was as follows (in thousands):
| 2025 | 2024 | 2023 | ||||||||||||||||||
| Lease cost - operating and finance leases | ||||||||||||||||||||
| Operating lease cost | $ | $ | $ | |||||||||||||||||
| Finance lease cost: | ||||||||||||||||||||
| Amortization of right-of-use assets | ||||||||||||||||||||
| Interest on lease liabilities | ||||||||||||||||||||
| Total lease cost - operating and finance leases | $ | $ | $ | |||||||||||||||||
Other amounts relating to leases segregated between those for finance and operating leases include the following for the years ended December 31, 2025, 2024, and 2023 (dollars in thousands):
| 2025 | 2024 | 2023 | ||||||||||||||||||
| Cash paid for amounts included in the measurement of lease liabilities: | ||||||||||||||||||||
| Operating cash outflows from operating leases | $ | $ | $ | |||||||||||||||||
| Operating cash outflows from finance leases | $ | $ | $ | |||||||||||||||||
| Financing cash flows from finance leases | $ | $ | $ | |||||||||||||||||
| Other details: | ||||||||||||||||||||
| Weighted-average remaining lease term (years) - operating leases | ||||||||||||||||||||
| Weighted-average remaining lease term (years) - finance leases | ||||||||||||||||||||
| Weighted-average discount rate - operating leases | % | % | % | |||||||||||||||||
| Weighted-average discount rate - finance leases | % | % | % | |||||||||||||||||
Future lease payments under non-cancelable operating and finance leases as of December 31, 2025, were as follows (in thousands):
| Operating Leases | Finance Leases | |||||||||||||
| 2026 | $ | $ | ||||||||||||
| 2027 | ||||||||||||||
| 2028 | ||||||||||||||
| 2029 | ||||||||||||||
| 2030 | ||||||||||||||
| Thereafter | ||||||||||||||
| Total lease payments | $ | $ | ||||||||||||
| Less: Interest | ( | ( | ||||||||||||
| Total lease liabilities | $ | $ | ||||||||||||
Information for operating and finance leases as of the years ended December 31, 2025 and 2024, were as follows (in thousands):
| Consolidated Balance Sheet Location | 2025 | 2024 | |||||||||||||||
| Assets | |||||||||||||||||
| Operating lease right-of-use assets | $ | $ | |||||||||||||||
| Real estate property, net | $ | $ | |||||||||||||||
| Liabilities | |||||||||||||||||
| Operating lease liabilities | $ | $ | |||||||||||||||
| Notes payable and other debt | $ | $ | |||||||||||||||
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14. Share-based Payment Awards
On April 26, 2022, shareholders approved the Alexander & Baldwin, Inc. 2022 Omnibus Incentive Plan ("2022 Plan"). The 2022 Plan allows for the granting of stock options, stock appreciation rights, stock awards, restricted stock units, dividend equivalent rights, and other awards. The shares of common stock authorized to be issued under the 2022 Plan are to be drawn from the shares of the Company's authorized but unissued common stock or from shares of its common stock that the Company acquired, including shares purchased on the open market or private transactions.
The 2022 Plan allows for the granting of up to 3.2 million shares in the form of stock options, restricted stock units or common stock, subject to adjustment for shares under the 2022 Plan that expire or are forfeited, canceled, or terminated for any reason prior to the issuance of the shares. As of December 31, 2025, there were 2.5 million remaining shares available for future grants.
Under the 2022 Plan, shares of common stock or restricted stock units may be granted as time-based awards, market-based awards, or performance-based awards.
At each annual shareholder meeting, non-employee directors will receive an award of restricted stock units that entitle the holder to an equivalent number of shares of common stock upon vesting. The following table summarizes non-vested restricted stock unit activity for the year ended December 31, 2025, (in thousands, except weighted-average grant-date fair value amounts):
Restricted Stock Units | Weighted-Average Grant-date Fair Value | |||||||||||||
| Outstanding, January 1 | $ | |||||||||||||
| Granted | $ | |||||||||||||
| Vested | ( | $ | ||||||||||||
| Canceled | ( | $ | ||||||||||||
| Outstanding, December 31 | $ | |||||||||||||
The time-based restricted stock units granted to employees vest ratably over a period of three years , except for the time-based restricted stock units granted to the former Chief Executive Officer in 2023, which were issued one year from the award date. The time-based restricted stock units granted to non-employee directors vest over a one-year period. The market-based restricted stock units cliff vest over three years , provided that the total shareholder return of the Company's common stock over the relevant period meets or exceeds pre-defined levels of total shareholder returns relative to indices, as defined. The performance-based restricted stock units cliff vest over three years , based on the probability of achieving certain performance metrics.
As of December 31, 2025, there was $4.2 million of total unrecognized compensation cost related to non-vested restricted stock units granted under the 2022 Plan and 2012 Plan; that cost is expected to be recognized over a remaining weighted-average period of 1.8 years.
The fair value of the Company's time-based and performance-based awards was determined using the Company's stock price on the grant date. The fair value of the Company's market-based awards was estimated using the Company's stock price on the date of grant and the probability of vesting using a Monte Carlo simulation. The Monte Carlo simulation was performed with the following weighted-average assumptions:
| 2025 Grants | 2024 Grants | 2023 Grants | ||||||||||||||||||
| Volatility of A&B common stock | . | |||||||||||||||||||
| Average volatility of peer companies | ||||||||||||||||||||
| Risk-free interest rate | ||||||||||||||||||||
The weighted-average grant date fair value of the restricted stock units granted in 2025, 2024, and 2023, was $19.37 , $17.73 , and $21.82 , respectively. No compensation cost is recognized for actual forfeitures of restricted stock awards if an employee is terminated prior to rendering the requisite service period. The Company recognized no
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The Company recognizes compensation cost net of actual forfeitures of restricted stock awards. A summary of compensation cost related to share-based payments is as follows for the years ended December 31, 2025, 2024, and 2023, (in thousands):
| 2025 | 2024 | 2023 | ||||||||||||||||||
| Share-based expense: | ||||||||||||||||||||
| Restricted stock units | $ | $ | $ | |||||||||||||||||
| Total share-based expense | ||||||||||||||||||||
| Total recognized tax benefit | ||||||||||||||||||||
| Share-based expense (net of tax) | $ | $ | $ | |||||||||||||||||
| Fair value of stock vested | $ | $ | $ | |||||||||||||||||
15. Employee Benefit Plans
The Company provides a wide range of benefits to existing employees, including a defined contribution plan and health and welfare benefits, as well as post-employment benefits to qualified retired employees. The Company does not pre-fund post-employment health care plans and has the right to modify or terminate certain of these plans in the future. Certain groups of retirees pay a portion of the post-employment benefit costs.
Benefit Obligations, Plan Assets and Funded Status of the Plans: The measurement date for the Company’s benefit plan disclosures is December 31 of each year. The status of the unfunded accumulated post-retirement benefit plans as of December 31, 2025 and 2024, and are shown below (in thousands):
| Other Post-retirement Benefits | Non-qualified Plan Benefits | |||||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | |||||||||||||||||||||||
| Change in Benefit Obligation | ||||||||||||||||||||||||||
| Benefit obligation at beginning of year | $ | $ | $ | $ | ||||||||||||||||||||||
| Service cost | ||||||||||||||||||||||||||
| Interest cost | ||||||||||||||||||||||||||
| Plan participants’ contributions | ||||||||||||||||||||||||||
| Actuarial (gain) loss | ( | ( | ||||||||||||||||||||||||
| Benefits paid | ( | ( | ||||||||||||||||||||||||
| Settlement | ( | |||||||||||||||||||||||||
| Benefit obligation at end of year | $ | $ | $ | $ | ||||||||||||||||||||||
| Change in Plan Assets | ||||||||||||||||||||||||||
| Fair value of plan assets at beginning of year | $ | $ | $ | $ | ||||||||||||||||||||||
| Employer contributions | ||||||||||||||||||||||||||
| Participant contributions | ||||||||||||||||||||||||||
| Benefits paid | ( | ( | ||||||||||||||||||||||||
| Settlement | ( | |||||||||||||||||||||||||
| Fair value of plan assets at end of year | $ | $ | $ | $ | ||||||||||||||||||||||
Funded Status (Recognized Liability1) | $ | ( | $ | ( | $ | ( | $ | ( | ||||||||||||||||||
1 Presented as Accrued post-retirement benefits in the accompanying consolidated balance sheets as of December 31, 2025 and 2024. | ||||||||||||||||||||||||||
Estimated Benefit Payments: The estimated future benefit payments for the next ten years are as follows (in thousands):
| 2026 | 2027 | 2028 | 2029 | 2030 | 2031-2035 | |||||||||||||||||||||||||||||||||
| Estimated Benefit Payments | ||||||||||||||||||||||||||||||||||||||
| Post-retirement Benefits | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||
| Non-qualified Plan Benefits | ||||||||||||||||||||||||||||||||||||||
| Total | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||
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Net Benefit Cost Recognized and Amounts Recognized in Other Comprehensive Income: Components of the net periodic benefit cost and other amounts recognized in other comprehensive income (loss) for the defined benefit pension plans and the post-retirement health care and life insurance benefit plans during the years ended December 31, 2025, 2024, and 2023, are shown below (in thousands):
| Other Post-retirement Benefits | Non-qualified Plan Benefits | |||||||||||||||||||||||||||||||||||||
| Components of Net Periodic Benefit Cost | 2025 | 2024 | 2023 | 2025 | 2024 | 2023 | ||||||||||||||||||||||||||||||||
| Service cost | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||
| Interest cost | ||||||||||||||||||||||||||||||||||||||
| Settlement loss (gain) | ||||||||||||||||||||||||||||||||||||||
| Net periodic benefit cost | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||
| Other Changes in Plan Assets and Benefit Obligations Recognized in Other Comprehensive Income (Loss) | ||||||||||||||||||||||||||||||||||||||
| Net gain (loss) | $ | ( | $ | $ | $ | ( | $ | $ | ( | |||||||||||||||||||||||||||||
| Settlement recognition of net loss (gain) | ||||||||||||||||||||||||||||||||||||||
| Total recognized in Other comprehensive income (loss) | ( | ( | ( | |||||||||||||||||||||||||||||||||||
| Total recognized in net periodic benefit cost and Other comprehensive income (loss) | $ | ( | $ | $ | ( | $ | ( | $ | ( | $ | ( | |||||||||||||||||||||||||||
Other components of net periodic benefit costs (other than the service cost component) are recorded in Interest and other income (expense), net in the consolidated statements of operations.
Amounts recognized on the consolidated balance sheets in accumulated other comprehensive income (loss) as of December 31, 2025 and 2024, were as follows (in thousands):
| Other Post-retirement Benefits | Non-qualified Plan Benefits | |||||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | |||||||||||||||||||||||
| Net gain (loss), net of taxes | $ | $ | $ | ( | $ | ( | ||||||||||||||||||||
| Unrecognized prior service credit (cost), net of taxes | ||||||||||||||||||||||||||
| Total Accumulated other comprehensive income (loss) | $ | $ | $ | ( | $ | ( | ||||||||||||||||||||
Unrecognized gains and losses of the post-retirement benefit plans are amortized over the average future lifetime of inactive participants in excess of a 10% corridor. Although current health costs are expected to increase, the Company attempts to mitigate these increases by maintaining caps on certain of its benefit plans, using lower cost health care plan options where possible, requiring that certain groups of employees pay a portion of their benefit costs, self-insuring for certain insurance plans, encouraging wellness programs for employees, and implementing measures to mitigate future benefit cost increases.
Assumptions in Plan Accounting: The weighted average assumptions used to determine benefit information during the years ended December 31, 2025, 2024, and 2023, were as follows:
| Other Post-retirement Benefits | Non-qualified Plan Benefits | |||||||||||||||||||||||||||||||||||||
| 2025 | 2024 | 2023 | 2025 | 2024 | 2023 | |||||||||||||||||||||||||||||||||
| Weighted Average Assumptions | ||||||||||||||||||||||||||||||||||||||
| Discount rate to determine benefit obligations | ||||||||||||||||||||||||||||||||||||||
| Discount rate to determine net cost | ||||||||||||||||||||||||||||||||||||||
| Rate of compensation increase | N/A | N/A | N/A | |||||||||||||||||||||||||||||||||||
| Expected return on plan assets | N/A | N/A | N/A | N/A | N/A | N/A | ||||||||||||||||||||||||||||||||
| Interest crediting rates | N/A | N/A | N/A | |||||||||||||||||||||||||||||||||||
| Initial health care cost trend rate | N/A | N/A | N/A | |||||||||||||||||||||||||||||||||||
| Ultimate rate | N/A | N/A | N/A | |||||||||||||||||||||||||||||||||||
| Year ultimate rate is reached | 2049 | 2048 | 2045 | N/A | N/A | N/A | ||||||||||||||||||||||||||||||||
A&B Defined Contribution Plans: The Company sponsors defined contribution plans that qualify under Section 401(k) of the Code and provides matching contributions of up to 3 % of eligible compensation. The Company’s matching contributions expensed under these plans totaled $0.5 million, $0.5 million, and $0.5 million for the years ended December 31, 2025, 2024,
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and 2023, respectively. The Company also provides a non-elective contribution of 3 % of the participant's annual eligible compensation made by the Company into the participant's defined contribution plan. The Company's contribution expensed under this non-elective component of the defined contribution plan totaled $0.6 million, $0.5 million, and $0.7 million for the years ended December 31, 2025, 2024, and 2023, respectively. Lastly, the Company maintains profit sharing plans and, if a minimum threshold of Company performance is achieved, provides contributions of 1 % to 5 %, depending upon Company performance above the minimum threshold. There were $0.5 million, $0.6 million and $0.5 million of profit sharing contribution expenses recognized in the years ended December 31, 2025, 2024, and 2023, respectively.
16. Income Taxes
The Company is organized and operates in a manner that enables it to qualify as a REIT for U.S. federal income tax purposes beginning with the Company's taxable year ended December 31, 2017. The Company's taxable REIT subsidiary ("TRS") files separate income tax returns as a C corporation. The Company also files separate income tax returns in various states.
As a REIT, the Company will generally be allowed a deduction for dividends that it pays, and therefore, will not be subject to U.S. federal corporate income tax on its taxable income that is currently distributed to shareholders. The Company may be subject to certain state gross income and franchise taxes, as well as taxes on any undistributed income and federal and state corporate taxes on any income earned by its TRS.
Distributions with respect to the Company’s common stock can be characterized for U.S. federal income tax purposes as ordinary income, capital gains, unrecaptured section 1250 gains, return of capital, or a combination thereof. Taxable distributions paid for the years ended December 31, 2025, 2024, and 2023, were classified as ordinary income.
The income tax expense (benefit) on income (loss) from continuing operations for the years ended December 31, 2025, 2024, and 2023, consisted of the following (in thousands):
| 2025 | 2024 | 2023 | ||||||||||||||||||
| Current: | ||||||||||||||||||||
| Federal | $ | $ | $ | ( | ||||||||||||||||
| State | ( | |||||||||||||||||||
| Total Current | $ | ( | $ | $ | ||||||||||||||||
| Deferred: | ||||||||||||||||||||
| Federal | $ | $ | $ | |||||||||||||||||
| State | ||||||||||||||||||||
| Total Deferred | $ | $ | $ | |||||||||||||||||
| Income tax expense (benefit) | $ | ( | $ | $ | ||||||||||||||||
Income tax expense (benefit) for the years ended December 31, 2025, 2024, and 2023, differs from amounts computed by applying the statutory federal rate to income from continuing operations before income taxes for the following reasons (in thousands):
| 2025 | 2024 | 2023 | ||||||||||||||||||||||||||||||||||||
| Amount | Percent | Amount | Percent | Amount | Percent | |||||||||||||||||||||||||||||||||
| Computed federal income tax expense (benefit) | $ | $ | $ | |||||||||||||||||||||||||||||||||||
State and local income tax, net of federal income tax effect1 | ||||||||||||||||||||||||||||||||||||||
| Changes in valuation allowances | ( | ( | ( | ( | ||||||||||||||||||||||||||||||||||
| REIT rate differential | ( | ( | ( | ( | ( | ( | ||||||||||||||||||||||||||||||||
| Nontaxable or nondeductible items | ( | |||||||||||||||||||||||||||||||||||||
| Other, net | ( | |||||||||||||||||||||||||||||||||||||
| Income tax expense (benefit) | $ | ( | $ | % | $ | % | ||||||||||||||||||||||||||||||||
1 State income taxes in Hawaii and California made up the majority (greater than 50 percent) of the tax effect in this category. | ||||||||||||||||||||||||||||||||||||||
The change in the Company's reconciliation from its statutory rate to effective tax rate for the year ended December 31, 2025, as compared to the year ended December 31, 2024, is primarily due to non-deductible expenses for tax purposes at the REIT subsidiary.
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The income taxes paid (net of refunds) for the years ended December 31, 2025, 2024, and 2023, consisted of the following (in thousands):
| 2025 | 2024 | 2023 | ||||||||||||||||||
| Federal | $ | $ | $ | |||||||||||||||||
| State | ( | ( | ||||||||||||||||||
| Total income taxes paid (net of refunds) | $ | $ | ( | $ | ||||||||||||||||
| State: | ||||||||||||||||||||
| Hawaii | $ | $ | ( | $ | ( | |||||||||||||||
| California | ||||||||||||||||||||
| Total state income taxes paid (net of refunds) | $ | $ | ( | $ | ( | |||||||||||||||
The tax effects of temporary differences that give rise to significant portions of the deferred tax assets and deferred tax liabilities as of December 31, 2025 and 2024, were as follows (in thousands):
| 2025 | 2024 | |||||||||||||
| Deferred tax assets: | ||||||||||||||
| Employee benefits | $ | $ | ||||||||||||
| Capitalized costs | ||||||||||||||
| Joint ventures and other investments | ||||||||||||||
| Impairment and amortization | ||||||||||||||
| Solar investment benefits | ||||||||||||||
| Insurance and other reserves | ||||||||||||||
| Disallowed interest expense | ||||||||||||||
| Net operating losses | ||||||||||||||
| Property | ||||||||||||||
| Other | ||||||||||||||
| Total deferred tax assets | $ | $ | ||||||||||||
| Valuation allowance | ( | ( | ||||||||||||
| Total net deferred tax assets | $ | $ | ||||||||||||
| Deferred tax liabilities: | ||||||||||||||
| Interest rate swap | $ | $ | ||||||||||||
| Other | ||||||||||||||
| Total deferred tax liabilities | $ | $ | ||||||||||||
| Net deferred tax assets (liabilities) | $ | $ | ||||||||||||
Federal tax credit carryforwards at December 31, 2025, totaled $7.8 million, of which $7.6 million will expire in 2036 and $0.2 million will expire in 2039. State tax credit carryforwards at December 31, 2025, totaled $6.9 million and may be carried forward indefinitely under state law. As of December 31, 2025, the Company had gross federal net operating loss carryforwards of $190.3 million ($40.0 million tax-effected) that can be carried forward indefinitely under federal law. As of December 31, 2025, the Company had state net operating loss carryforwards of $257.0 million ($12.9 million tax-effected) that can be carried forward indefinitely.
A valuation allowance must be provided if it is more likely than not that some portion or all of the deferred tax assets will not be realized, based upon consideration of all positive and negative evidence. Sources of evidence include, among other things, a history of pretax earnings or losses, expectations of future results, tax planning opportunities and appropriate tax law.
Due to the recent losses the Company has generated in its TRS, the Company believes that it is more likely than not that its U.S. federal and state deferred tax assets will not be realized as of December 31, 2025. The Company recorded a decrease in the valuation allowance of $1.7 million on its net U.S. federal and state deferred tax assets for the current period. Should the Company determine that it would be able to realize its deferred tax assets in the foreseeable future, an adjustment to the deferred tax assets may cause a material increase to income in the period such determination is made. Significant management judgment is required in determining the period in which reversal of a valuation allowance should occur. The net change to the valuation allowance recorded during each of the years ended December 31, 2025, 2024, and 2023, was as follows (in thousands):
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| Balance at Beginning of Year | Net Change | Balance at End of Year | ||||||||||||||||||
| 2025 | $ | $ | ( | $ | ||||||||||||||||
| 2024 | $ | $ | ( | $ | ||||||||||||||||
| 2023 | $ | $ | ( | $ | ||||||||||||||||
The Company receives an income tax benefit for exercised stock options calculated as the difference between the fair market value of the stock issued at the time of exercise and the option exercise price, tax-effected. The Company also receives an income tax benefit for restricted stock units when they vest, measured as the fair market value of the stock issued at the time of vesting, tax-effected. Due to the Company's valuation allowance in the respective periods, there were no
The Company recognizes accrued interest and penalties on income taxes as a component of income tax expense. As of December 31, 2025, accrued interest and penalties were not material. The Company has not identified any material unrecognized tax positions and as such has no related interest or penalty accruals.
As of December 31, 2025, tax years 2022 and later are open to audit by the tax authorities. The Company does not believe that the result of any potential audits will have a material adverse effect on its results of operations, financial condition or liquidity.
17. Earnings Per Share ("EPS")
Basic earnings per common share excludes dilution and is calculated by dividing net earnings allocated to common shares by the weighted-average number of common shares outstanding for the period. Diluted earnings per common share is calculated by dividing net earnings allocated to common shares by the weighted-average number of common shares outstanding for the period, as adjusted for the potential dilutive effect of share-based awards, as well as adjusted by the number of additional shares, if any, that would have been outstanding had the potentially dilutive common shares been issued.
The following table provides a reconciliation of income (loss) from continuing operations to net income (loss) for the years ended December 31, 2025, 2024, and 2023 (in thousands):
| 2025 | 2024 | 2023 | ||||||||||||||||||
| Income (loss) from continuing operations | $ | $ | $ | |||||||||||||||||
| Distributions and allocations to participating securities | ( | ( | ||||||||||||||||||
| Income (loss) from continuing operations available to A&B shareholders | ||||||||||||||||||||
| Income (loss) from discontinued operations available to A&B shareholders | ( | ( | ||||||||||||||||||
| Exclude: Loss (income) attributable to discontinued noncontrolling interest | ( | |||||||||||||||||||
| Net income (loss) available to A&B common shareholders | $ | $ | $ | |||||||||||||||||
The number of shares used to compute basic and diluted earnings per share for the years ended December 31, 2025, 2024, and 2023:
| 2025 | 2024 | 2023 | ||||||||||||||||||
| Denominator for basic EPS - weighted average shares outstanding | ||||||||||||||||||||
| Effect of dilutive securities: | ||||||||||||||||||||
| Restricted stock unit awards | ||||||||||||||||||||
| Denominator for diluted EPS - weighted average shares outstanding | ||||||||||||||||||||
The number of anti-dilutive securities, excluded from the calculation of diluted earnings per common share, during the years ended December 31, 2025, 2024, and 2023 (in thousands):
| 2025 | 2024 | 2023 | ||||||||||||||||||
| Number of anti-dilutive securities | ||||||||||||||||||||
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18. Accumulated Other Comprehensive Income (Loss)
The components of accumulated other comprehensive loss, net of taxes, were as follows for the years ended December 31, 2025 and 2024 (in thousands):
| 2025 | 2024 | |||||||||||||
| Employee benefit plans: | ||||||||||||||
| Post-retirement plans | $ | $ | ||||||||||||
| Non-qualified benefit plans | ( | ( | ||||||||||||
| Total employee benefit plans | ( | |||||||||||||
| Interest rate swaps | ||||||||||||||
| Accumulated other comprehensive income (loss) | $ | $ | ||||||||||||
The changes in accumulated other comprehensive income (loss) by component for the years ended December 31, 2025, 2024, and 2023 were as follows (in thousands, net of tax):
| Employee Benefit Plans | Interest Rate Swap | Total | ||||||||||||||||||
| Balance, January 1, 2023 | $ | ( | $ | $ | ||||||||||||||||
Other comprehensive income (loss) before reclassifications, net of taxes of $ | ||||||||||||||||||||
Amounts reclassified from accumulated other comprehensive income (loss), net of taxes of $ | ||||||||||||||||||||
| Balance, December 31, 2023 | $ | ( | $ | $ | ||||||||||||||||
Other comprehensive income (loss) before reclassifications, net of taxes of $ | ||||||||||||||||||||
Amounts reclassified from accumulated other comprehensive income (loss), net of taxes of $ | ( | ( | ||||||||||||||||||
| Balance, December 31, 2024 | $ | $ | $ | |||||||||||||||||
Other comprehensive income (loss) before reclassifications, net of taxes of $ | ( | ( | ( | |||||||||||||||||
Amounts reclassified from accumulated other comprehensive income (loss), net of taxes of $ | ( | ( | ||||||||||||||||||
| Balance, December 31, 2025 | $ | ( | $ | $ | ||||||||||||||||
The reclassifications of other comprehensive income (loss) components out of accumulated other comprehensive income (loss) for the years ended December 31, 2025, 2024, and 2023, were as follows (in thousands):
| 2025 | 2024 | 2023 | ||||||||||||||||||
| Cash flow hedges: | ||||||||||||||||||||
| Unrealized interest rate derivative gain (loss) | $ | ( | $ | $ | ||||||||||||||||
| Reclassification adjustment to interest expense included in Net Income (Loss) | ( | ( | ( | |||||||||||||||||
| Reclassification of interest rate derivative loss (gain) to interest and other income (expense), net included in Net Income (Loss) | ||||||||||||||||||||
| Employee benefit plans: | ||||||||||||||||||||
| Actuarial gain (loss) | ( | |||||||||||||||||||
| Amortization of defined benefit pension items reclassified to net periodic pension cost: | ||||||||||||||||||||
Settlement recognition of net loss (gain)1 | ||||||||||||||||||||
| Total before income tax | $ | ( | $ | $ | ||||||||||||||||
| Income taxes related to other comprehensive income (loss) | ||||||||||||||||||||
| Other comprehensive income (loss), net of tax | $ | ( | $ | $ | ||||||||||||||||
1 This accumulated other comprehensive income (loss) component is included in the computation of net periodic pension cost (refer to Note 15 – Employee Benefit Plans).
19. Segment Information
Operating segments are components of an enterprise that engage in business activities from which it may earn revenues and incur expenses, whose operating results are regularly reviewed by the Chief Operating Decision Maker ("CODM") to make decisions about resources to be allocated to the segment and assess its performance, and for which discrete financial information is available. The Company's CODM is the chief executive officer.
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The accounting policies of the operating segments are described in Note 2 – Significant Accounting Policies. The Company measures and evaluates operating segments based on operating profit, exclusive of gain (loss) on disposal of commercial real estate properties, interest expense, general corporate expenses and income taxes. The CODM uses segment operating profit in the annual budgeting and forecasting process and considers budget-to-actual and period-over-period variances on a monthly or quarterly and year-to-date basis when evaluating segment performance and making decisions about allocating resources to the segments. Revenues related to transactions between reportable segments have been eliminated in consolidation. Transactions between reportable segments are accounted for on the same basis as transactions with unrelated third parties.
The Company currently operates and reports on two
•Commercial Real Estate: The CRE segment owns, operates and manages a portfolio of retail, industrial and office properties in Hawai‘i totaling four million square feet of gross leasable area. The Company also owns approximately 145 acres of commercial land in Hawai‘i, of which substantially all is leased pursuant to urban ground leases.
•Land Operations: The Land Operations segment generates its revenues from real estate development and unimproved land sales, income/loss from joint ventures, and other legacy business activities in Hawai‘i. Historically, this segment also generated revenues from trucking and storage services until the disposal of Kahului Trucking & Storage, Inc. in 2023.
Segment information for the years ended December 31, 2025, 2024, and 2023, is summarized below (in thousands):
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| 2025 | 2024 | 2023 | ||||||||||||||||||
| Commercial Real Estate | ||||||||||||||||||||
| Revenue from external customers | $ | $ | $ | |||||||||||||||||
| Intersegment revenue | ||||||||||||||||||||
| Total segment revenue | ||||||||||||||||||||
Less:3 | ||||||||||||||||||||
| Operating costs and expenses | ||||||||||||||||||||
| Property taxes | ||||||||||||||||||||
| Depreciation and amortization | ||||||||||||||||||||
| Selling, general, and administrative | ||||||||||||||||||||
Impairment of assets1 | ||||||||||||||||||||
Other segment items2 | ( | ( | ||||||||||||||||||
| Commercial Real Estate segment operating profit | $ | $ | $ | |||||||||||||||||
| Land Operations | ||||||||||||||||||||
| Revenue from external customers | $ | $ | $ | |||||||||||||||||
| Total segment revenue | ||||||||||||||||||||
Less:3 | ||||||||||||||||||||
| Development cost of sales | ||||||||||||||||||||
| Unimproved/other property land cost of sales | ||||||||||||||||||||
| Other operating costs and expenses | ||||||||||||||||||||
| Expense (income) from changes to liabilities related to legacy operations | ( | |||||||||||||||||||
| Selling, general, and administrative | ||||||||||||||||||||
| (Gain) loss from disposals, net | ( | ( | ( | |||||||||||||||||
(Earnings) loss from joint ventures | ( | ( | ( | |||||||||||||||||
| Impairment of equity method investment | ||||||||||||||||||||
Other segment items4 | ( | ( | ||||||||||||||||||
| Land Operations segment operating profit | $ | $ | $ | |||||||||||||||||
| Operating Profit (Loss) | ||||||||||||||||||||
| Commercial Real Estate | $ | $ | $ | |||||||||||||||||
| Land Operations | ||||||||||||||||||||
| Total operating profit (loss) | ||||||||||||||||||||
| Gain (loss) on commercial real estate transactions | ||||||||||||||||||||
| Interest expense | ( | ( | ( | |||||||||||||||||
Corporate and other expense | ( | ( | ( | |||||||||||||||||
| Income (Loss) from Continuing Operations Before Income Taxes | $ | $ | $ | |||||||||||||||||
1 Commercial Real Estate impairment for the year ended December 31, 2024 includes $0.3 million of impairment - abandoned development costs. For the year ended December 31, 2023, it includes $2.2 million of impairment - CRE properties and $2.6 million of impairment - abandoned development costs.
2 Commercial Real Estate other segment items includes interest income and gain (loss) on fixed asset disposals.
3 The significant expense categories and amounts align with the segment-level information that is regularly provided to the CODM. Intersegment expenses were immaterial
4 Land Operations other segment items includes interest income related to seller financing receivables from the sales of unimproved legacy property or development parcels and expenses related to non-qualified plan and other post-retirement benefits related to legacy operations.
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| 2025 | 2024 | 2023 | ||||||||||||||||||
| Identifiable Assets: | ||||||||||||||||||||
| Commercial Real Estate | $ | $ | $ | |||||||||||||||||
Land Operations1 | ||||||||||||||||||||
| Total reportable segment assets | ||||||||||||||||||||
Corporate and unallocated assets2 | ||||||||||||||||||||
| Total assets | $ | $ | $ | |||||||||||||||||
| Capital Expenditures: | ||||||||||||||||||||
Commercial Real Estate3 | $ | $ | $ | |||||||||||||||||
Land Operations4 | ||||||||||||||||||||
| Total reportable segment capital expenditures | ||||||||||||||||||||
| Corporate | ||||||||||||||||||||
| Total capital expenditures | $ | $ | $ | |||||||||||||||||
| Depreciation and Amortization: | ||||||||||||||||||||
| Commercial Real Estate | $ | $ | $ | |||||||||||||||||
| Land Operations | ||||||||||||||||||||
| Total reportable segment depreciation and amortization | ||||||||||||||||||||
| Corporate | ||||||||||||||||||||
| Total depreciation and amortization | $ | $ | $ | |||||||||||||||||
| Revenue | ||||||||||||||||||||
| Commercial Real Estate | $ | $ | $ | |||||||||||||||||
| Land Operations | ||||||||||||||||||||
| Total reportable segment revenue | ||||||||||||||||||||
| Corporate | ||||||||||||||||||||
| Elimination of intersegment revenue | ( | ( | ||||||||||||||||||
| Total revenue | $ | $ | $ | |||||||||||||||||
| Interest Income | ||||||||||||||||||||
| Commercial Real Estate | $ | $ | $ | |||||||||||||||||
| Land Operations | ||||||||||||||||||||
| Total reportable segment interest income | ||||||||||||||||||||
| Corporate | ||||||||||||||||||||
| Total interest income | $ | $ | $ | |||||||||||||||||
| Interest Expense | ||||||||||||||||||||
| Commercial Real Estate | $ | $ | $ | |||||||||||||||||
| Land Operations | ||||||||||||||||||||
| Total reportable segment interest expense | ||||||||||||||||||||
| Corporate | ||||||||||||||||||||
| Total interest expense | $ | $ | $ | |||||||||||||||||
1 The Land Operations segment includes assets related to the Company's investment in various joint ventures.
2 The Company had assets held for sale included in unallocated assets as of December 31, 2025 and December 31, 2023.
3 Represents gross capital additions to the commercial real estate portfolio, including real estate acquisitions, but excluding the assumption of debt, that are reflected as non-cash transactions in the consolidated statements of cash flows.
4 Excludes expenditures for real estate developments held for sale, which are classified as cash flows from operating activities within the consolidated statements of cash flows, and excludes investment in joint ventures classified as cash flows from investing activities.
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20. Sale of Business
Grace Disposal Group
On November 15, 2023, the Company sold the Grace Disposal Group to Nan, Inc., an unrelated third party, for total consideration of $57.5 million, which consisted of cash proceeds of $42.5 million and a $15.0 million promissory note. The promissory note had a maturity date of January 5, 2024, and did not accrue interest. The note was paid in full in January 2024. In connection with the sale, the Company recognized a net loss on disposition of $13.2 million for the year ended December 31, 2023, which is presented within Income (loss) from discontinued operations, net of income taxes in the consolidated statements of operations. In addition, the Company was released by Grace Pacific's third-party sureties from all indemnity obligations relating to Grace Pacific's construction bonds (bid, performance and payment bonds). The financial results associated with the Grace Disposal Group are classified as discontinued operations in the consolidated statements of operations and cash flows for the year ended December 31, 2023.
21. Held for Sale and Discontinued Operations
As discussed in Note 4 – Real Estate Transactions, one subdivided unit at a CRE industrial property met the criteria for classification as held for sale as of December 31, 2025. In addition, the Company entered into a disposition agreement with an unrelated third party for the sale of one Company-occupied office building on Maui that houses the Company’s regional office. The Company determined that the property met the criteria to be classified as held for sale. Both transactions are structured to qualify under section §1031 of the Code. In order to allow time for the Company to identify suitable replacement properties, the Company has up to one year from the agreement execution dates to close the transactions, at its option.
The planned dispositions of the subdivided unit and the office building represent neither a strategic shift nor will they have material impact on the Company's operations and financial results and therefore, will continue to be accounted for as continuing operations. Assets and liabilities associated with the subdivided unit and the office building were measured at fair value less any costs to sell and found to be in excess of the carrying value. Those assets and liabilities are presented in the Company's consolidated balance sheets in Assets held for sale and Accrued and other liabilities, respectively, as of December 31, 2025. Refer to Note 7 – Fair Value Measurements for additional discussion of the inputs used to determine their fair value.
In November 2023, the Company entered into a disposition agreement with an unrelated third party for the sale of Waipouli Town Center, a retail property within the Commercial Real Estate segment. The Company determined that the property met the criteria to be classified as held for sale as of the agreement execution date of November 15, 2023, but would not be considered discontinued operations as it neither represented a strategic shift, nor would have a material impact on the Company's operations and financial results. The disposition was completed in October 2024. Accordingly, the Company measured the assets and liabilities associated with the property at fair value less any costs to sell as of December 31, 2023, and recorded impairment of $2.2 million in the fourth quarter of 2023. The impairment charge is presented in Impairment of assets in the consolidated statements of operations for the year ended December 31, 2023.
In December 2022, the Company's Board of Directors authorized Management to complete a sale of the Grace Disposal Group. In conjunction with the Board's authorization, the Company concluded that the Grace Disposal Group met the criteria for classification as held for sale and discontinued operations as of December 31, 2022, as it represented a strategic shift and was expected to have a material impact on the Company's operations and financial results. Accordingly, the results of operations associated with the Grace Disposal Group are presented as discontinued operations in the consolidated statements of operations and cash flows for the year ended December 31, 2023.
Refer to Note 7 – Fair Value Measurements for additional discussion of the inputs used to determine the fair value of assets held for sale.
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The following table presents information related to the major classes of assets and liabilities that were classified as held for sale in the consolidated balance sheet as of December 31, 2025 (in thousands):
| 2025 | ||||||||
| Assets: | ||||||||
| Real estate investments | ||||||||
| Real estate property | $ | |||||||
| Accumulated depreciation | ( | |||||||
| Real estate property, net | ||||||||
| Real estate investments, net | ||||||||
| Straight-line rent receivable | ||||||||
| Prepaid expenses and other assets | ||||||||
| Total Assets held for sale | $ | |||||||
| Liabilities: | ||||||||
| Accrued and other liabilities | $ | |||||||
Total Liabilities associated with assets held for sale1 | $ | |||||||
1Liabilities associated with assets held for sale is presented in Accrued and other liabilities on the Consolidated Balance Sheets as of December 31, 2025.
The following table summarizes income (loss) from discontinued operations included in the Consolidated Statements of Operations for the three years ended December 31, 2025, 2024, and 2023, (in thousands):
2025 | 2024 | 2023 | ||||||||||||||||||
| Revenue | $ | $ | $ | |||||||||||||||||
Cost of sales1 | ( | ( | ||||||||||||||||||
Selling, general, and administrative1 | ( | ( | ( | |||||||||||||||||
| Gain (loss) on disposal of assets, net | ( | |||||||||||||||||||
Operating income (loss) from discontinued operations1 | ( | ( | ( | |||||||||||||||||
| Income (loss) related to joint ventures | ( | |||||||||||||||||||
| Interest and other income (expense), net | ||||||||||||||||||||
| Interest expense | ( | |||||||||||||||||||
Income (loss) from discontinued operations before income taxes1 | ( | ( | ( | |||||||||||||||||
| Income tax benefit (expense) attributable to discontinued operations | ( | |||||||||||||||||||
| ( | ( | |||||||||||||||||||
| Loss (income) attributable to discontinued noncontrolling interest | ( | |||||||||||||||||||
Income (loss) from discontinued operations attributable to A&B Shareholders1 | $ | $ | ( | $ | ( | |||||||||||||||
1Includes | ||||||||||||||||||||
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
None.
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ITEM 9A. CONTROLS AND PROCEDURES
Disclosure Controls and Procedures
The Company's management, with the participation of the Company's Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of the Company's disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of the end of the period covered by this report. Based on such evaluation, the Company's Chief Executive Officer and Chief Financial Officer have concluded that, as of December 31, 2025, the Company’s disclosure controls and procedures were effective.
Internal Control Over Financial Reporting
There have not been any changes in the Company's internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the Company's fiscal fourth quarter that have materially affected, or are reasonably likely to materially affect, the Company's internal control over financial reporting.
Management’s Annual Report on Internal Control Over Financial Reporting
The management of Alexander & Baldwin, Inc. has the responsibility for establishing and maintaining adequate internal control over financial reporting. Internal control over financial reporting is defined in Rule 13a-15(f) and 15d-15(f) under the Securities Exchange Act of 1934, as amended, as a process designed by, or under the supervision of, the Company’s principal executive and principal financial officers and effected by the Company’s board of directors, management and other personnel to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with accounting principles generally accepted in the United States of America and includes those policies and procedures that:
•Pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of assets of the Company;
•Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with accounting principles generally accepted in the United States of America, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the Company; and
•Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company’s assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting only provides reasonable assurance with respect to financial statement presentation and preparation and cannot provide absolute assurance that all control issues and instances of fraud, if any, will be detected. Management does not expect that the Company’s internal controls will prevent or detect all errors and all fraud. Additionally, the design of a control system must consider the benefits of the controls relative to their costs. Projections of any evaluation of effectiveness to future periods are subject to the risks that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
Management assessed the effectiveness of the Company’s internal control over financial reporting as of December 31, 2025. In making this assessment, management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control-Integrated Framework (2013). Based on its assessment, management believes that, as of December 31, 2025, the Company’s internal control over financial reporting was effective.
The Company’s independent registered public accounting firm, Deloitte & Touche LLP, has issued an audit report on the Company’s internal control over financial reporting. That report appears below.
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the shareholders and the Board of Directors of Alexander & Baldwin, Inc.
Opinion on Internal Control over Financial Reporting
We have audited the internal control over financial reporting of Alexander & Baldwin, Inc. and subsidiaries (the “Company”) as of December 31, 2025, based on criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). In our opinion, the Company maintained, in all
93
material respects, effective internal control over financial reporting as of December 31, 2025, based on criteria established in Internal Control — Integrated Framework (2013) issued by COSO.
We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated financial statements as of and for the year ended December 31, 2025, of the Company and our report dated February 27, 2026, expressed an unqualified opinion on those financial statements.
Basis for Opinion
The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Annual Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.
Definition and Limitations of Internal Control over Financial Reporting
A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
/s/ Deloitte & Touche LLP
Honolulu, Hawai`i
February 27, 2026
ITEM 9B. OTHER INFORMATION
Rule 10b5-1 Trading Arrangements
None of the Company’s directors or officers adopted terminated
ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS
Not applicable.
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PART III
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
Directors
The name of each director of A&B (in alphabetical order), their ages as of February 13, 2026 (shown in parentheses), their principal occupations, their business experience during at least the last five years, the year each first was elected or appointed to the Board, and their qualifications are given below.
Shelee M. T. Kimura (52)
Director since 2023
•President, Chief Executive Officer and Director of Hawaiian Electric Company, Inc. ("HECO") since January 2022
•Senior Vice President of Customer Service and Public Affairs of HECO from March 2021 through December 2021
•Senior Vice President of Customer Service of HECO from February 2019 through March 2021
•Senior Vice President of Business Development and Strategic Planning of HECO from January 2017 through February 2019
•Vice President, Corporate Planning & Business Development of HECO from May 2014 through January 2017
•Manager, Investor Relations and Strategic Planning of Hawaiian Electric Industries, Inc. ("HEI") (NYSE:HE) from November 2009 through May 2014
Director Qualifications: As President and Chief Executive Officer of HECO, which serves the energy needs of 95% of Hawaii's population, Ms. Kimura brings to the Board experience in managing a complex business organization. She also has financial and accounting expertise, with a background as a consulting manager at Arthur Andersen LLP and its successor firm. Ms. Kimura also has board experience, including her service on various corporate and non-profit boards, and is knowledgeable about Hawaii and A&B’s operating markets through her involvement in the Hawaii business community and local community organizations.
Diana M. Laing (71)
Director since 2019
•Interim Chief Financial Officer of A&B from November 2018 through May 2019 and Interim Executive Vice President of A&B from October 2018 through May 2019
•Chief Financial Officer of American Homes 4 Rent (NYSE:AMH) from May 2014 through June 2018
•Chief Financial Officer of Thomas Properties Group, Inc. from May 2004 through December 2013
•Director of CareTrust REIT, Inc. (Nasdaq:CTRE) since January 2019
•Director of Host Hotels (Nasdaq:HST) since October 2022
•Director of The Macerich Company (NYSE:MAC) from October 2003 through December 2022 and since July 2024
•Director of Spirit Realty Capital, Inc. (NYSE:SRC) from August 2018 through January 2024
Director Qualifications: As former Chief Financial Officer of American Homes 4 Rent, a REIT focused on the acquisition, renovation, leasing and operation of single-family homes as rental properties, as well as the former Chief Financial Officer of a number of other publicly-traded REITs, Ms. Laing contributes in-depth REIT experience, as well as experience in finance, accounting and managing a complex business organization. She has been designated by the Board of Directors as an Audit Committee Financial Expert. She also has board experience, including her service on the boards of other publicly traded companies.
John T. Leong (48)
Director since 2020
•Co-Founder and Chief Executive Officer of Kupu (a non-profit entity focused on conservation and youth education) since January 2007
•Co-Founder and Chief Executive Officer of Pono Pacific Land Management, LLC (“Pono Pacific”) since August 2000
Director Qualifications: As Co-Founder and Chief Executive Officer of both Kupu and Pono Pacific, Mr. Leong brings to the Board experience in non-profit, environmental and community matters. In addition, he has commercial real estate experience and expertise through his family’s real estate holdings. Mr. Leong also has board experience, including his service on various corporate and non-profit boards, and is knowledgeable about Hawaii and A&B’s operating markets through his involvement in the Hawaii business community and local community organizations.
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Lance K. Parker (52)
Director since 2023
•Chief Executive Officer and Director of A&B since July 2023
•President of A&B since January 2023
•Chief Operating Officer of A&B from November 2021 through June 2023
•President of A & B Properties Hawaii, LLC ("ABP") since September 2015
•Executive Vice President of A&B from March 2018 through December 2022
•Chief Real Estate Officer of A&B, October 2017 through October 2021
•Senior Vice President of ABP from June 2013 through August 2015
Director Qualifications: As a member of A&B’s senior management team for over a decade, Mr. Parker, who is the President and Chief Executive Officer of A&B, brings to the Board an in-depth knowledge of all aspects of the Company’s real estate operations, including commercial real estate and real estate development. He is knowledgeable about Hawaii and A&B’s operating markets through his involvement in the Hawaii business community and local community organizations.
Douglas M. Pasquale (71)
Director since 2012
Lead Independent Director since 2018
•Founder and Chief Executive Officer of Capstone Enterprises Corporation (investment and consulting firm) since January 2012
•Interim Chief Executive Officer of Sunstone Hotel Investors, Inc. (NYSE:SHO) (“Sunstone”) from September 2021 to March 2022; Executive Chairman of the Board of Sunstone from March 2022 through September 2022; director of Sunstone since November 2011
•Senior Advisor to HCP, Inc. (healthcare REIT) from June 2017 through December 2019
•Director of Ventas, Inc. (NYSE:VTR) (“Ventas”) (healthcare REIT) from July 2011 through May 2017
•Senior Advisor to the Chief Executive Officer of Ventas from July 2011 through December 2011, upon Ventas’s acquisition of Nationwide Health Properties, Inc. (formerly NYSE:NHP) (“NHP”) in July 2011
•Chairman of the Board, President and Chief Executive Officer of NHP (healthcare REIT) from May 2009 to July 2011; President and Chief Executive Officer of NHP from April 2004 to July 2011; Executive Vice President and Chief Operating Officer of NHP from November 2003 to April 2004
•Director of NHP from November 2003 through July 2011
•Director of Terreno Realty Corporation (NYSE:TRNO) since February 2010
•Director of Dine Brands Global, Inc. (NYSE:DIN) since March 2013
Director Qualifications: As Chief Executive Officer of Capstone Enterprises and as former President, Chief Executive Officer and Chairman of the Board of Nationwide Health Properties, Inc., Mr. Pasquale contributes in-depth REIT experience, as well as experience in finance, accounting and managing a complex business organization. This experience has provided Mr. Pasquale with financial expertise, and he has been designated by the Board of Directors as an Audit Committee Financial Expert. He also has board experience, including his service on the boards of other publicly traded companies.
Eric K. Yeaman (58)
Director since 2012
Chairman of the Board since 2020
•Founder and Managing Partner, Hoku Capital LLC (strategic advisory services) since August 2019
•President and Chief Operating Officer of First Hawaiian, Inc. (Nasdaq:FHB) from August 2016 through August 2019
•President, Chief Operating Officer and Director of First Hawaiian Bank from June 2015 through August 2019
•President and Chief Executive Officer of Hawaiian Telcom Holdco, Inc. (Nasdaq:HCOM) (“Hawaiian Telcom”) (telecommunications) from June 2008 to June 2015
•Director of Hawaiian Telcom from June 2008 to July 2018
•Chief Operating Officer of HECO from January 2008 through June 2008
•Financial Vice President, Treasurer and Chief Financial Officer of HEI (NYSE:HE) from January 2003 through January 2008
•Chief Operating Officer and Chief Financial Officer of The Kamehameha Schools from 2000 to January 2003
•Director of Alaska Air Group, Inc., (NYSE:ALK) since November 2012
•Director of Par Pacific Holdings, Inc. (NYSE:PARR) since April 2024
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Director Qualifications: As former President and Chief Operating Officer of FHB and former Chief Executive Officer of Hawaiian Telecom, the state’s leading integrated communications company, Mr. Yeaman brings to the Board experience in managing complex business organizations. He also has financial and accounting expertise and has been designated by the Board of Directors as an Audit Committee Financial Expert. Mr. Yeaman has board experience, including his service on the boards of other publicly traded companies. He is knowledgeable about Hawaii and A&B’s operating markets through his involvement in the Hawaii business community and local community organizations.
Executive Officers
The name of each executive officer of A&B (in alphabetical order), age as of February 13, 2026 (in parentheses), and present and prior positions with A&B and business experience for the past five years are given below.
Generally, the term of office of executive officers is at the pleasure of the Board of Directors. See below for a discussion of change in control agreements between A&B and certain of A&B’s executive officers, and the Executive Severance Plan.
References within this section to A&B include the Company and Alexander & Baldwin, Inc. prior to the Holding Company Merger, which was completed on November 8, 2017 in order to facilitate the Company's conversion to a REIT. Also, references to “A&B Predecessor” are to Alexander & Baldwin, Inc. prior to its separation from Matson, Inc. on June 29, 2012.
Clayton K. Y. Chun (48)
Executive Vice President, Chief Financial Officer and Treasurer of A&B, 12/22-present; Senior Vice President of A&B, 2/19-11/22; Chief Accounting Officer of A&B, 1/18-11/22; Vice President of A&B, 3/18-1/19; Controller of A&B, 9/15-11/22.
Derek T. Kanehira (60)
Senior Vice President, Human Resources, of A&B, 5/20-present; Vice President and Director of HR Services, Hawaii Employers Council, 1/17-4/20; Vice President and Director of Human Resources, Hawaii National Bank, 5/13-1/17.
Scott G. Morita (57)
Senior Vice President of A&B, 9/25-present, Corporate Counsel of A&B, 11/21-present; Vice President of A&B, 11/21-8/25; Associate General Counsel of A&B, 7/18-10/21.
Lance K. Parker (52)
Chief Executive Officer of A&B, 7/23-present; President of A&B, 1/23-present; Chief Operating Officer of A&B, 11/21-6/23; President of A&B Properties Hawai‘i, LLC ("ABP"), 9/15-present; Executive Vice President of A&B, 3/18-1/23; Chief Real Estate Officer of A&B, 10/17-11/21; Senior Vice President of ABP, 6/13-8/15; first joined A&B Predecessor in 2004.
Anthony J. Tommasino (42)
Vice President and Controller of A&B, 10/22-present; Director, Financial Reporting and Technical Accounting, 6/21-9/22; Director, Corporate Accounting, The Gas Company, LLC, 3/20-6/21; Senior Manager, Deloitte & Touche LLP, 9/13-3/20.
Corporate Governance
Corporate Governance Profile: Sound principles of corporate governance are a priority for A&B’s Board of Directors. Governance highlights include:
•All directors, other than the Chief Executive Officer, are independent
•Independent leadership, consisting of an independent, non-executive chair, a lead independent director and a chief executive officer
•Multiple skill sets represented on the board
•Annual election of directors
•A majority voting standard in uncontested director elections
•Shareholders can amend the bylaws with a majority vote
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•Shareholders can call special meetings with a 10% vote
•No poison pill
•Meaningful director share ownership guidelines
•Annual board evaluations
•An Audit Committee composed of a majority of Audit Committee Financial Experts
•Mandatory retirement age of 75
•Average tenure of less than seven years
•Robust shareholder engagement program
•The Board consists of 33% women and 66% people of color
The current members of the Audit Committee are:
•Mr. Pasquale, Chair
•Ms. Laing
•Mr. Leong
•Mr. Yeaman
The Board has determined that each member is independent under the applicable NYSE listing standards and SEC rules. In addition, the Board has determined that Mr. Pasquale, Mr. Yeaman and Ms. Laing are “audit committee financial experts” under SEC rules. The duties and responsibilities of the Audit Committee are set forth in a written charter adopted by the Board of Directors. The Audit Committee met four times during 2025.
The current members of the Compensation Committee are:
•Ms. Laing, Chair
•Ms. Kimura
•Mr. Yeaman
The Board has determined that each member is independent under the applicable NYSE listing standards. The Compensation Committee has general responsibility for management and other salaried employee compensation and benefits, including incentive compensation and stock incentive plans, and for making recommendations to the Board on director compensation. The Compensation Committee may form subcommittees and delegate such authority as the Committee deems appropriate, subject to any restrictions by law or listing standard. For further information on the processes and procedures for consideration of executive compensation, see the “Compensation Discussion and Analysis” section below. The Compensation Committee met five times during 2025.
Copies of the charters for our Audit Committee, Compensation Committee and Nominating and Corporate Governance Committee are posted on the corporate governance page of A&B's corporate website, www.alexanderbaldwin.com.
Corporate Governance Guidelines: The Board of Directors has adopted Corporate Governance Guidelines to assist the Board in the exercise of its responsibilities and to promote the more effective functioning of the Board and its committees. The guidelines provide details on matters such as:
Select Corporate Governance Guideline Topics
•Goals and responsibilities of the Board
•Selection of directors, including the Chairman of the Board
•Board membership criteria, director retirement age and limits on board seats
•Stock ownership guidelines
•Director independence, and executive sessions of non-management directors
•Board self-evaluation
•Board compensation
•Board access to management and outside advisors
•Board orientation and continuing education
•Leadership development, including annual evaluations of the CEO and management succession plans
The full text of the A&B Corporate Governance Guidelines is available on the corporate governance page of A&B’s corporate website, www.alexanderbaldwin.com.
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Code of Ethics
A&B has adopted a Code of Ethics (the “Code”) that applies to the Chief Executive Officer, Chief Financial Officer and Controller. A copy of the Code is posted on the corporate governance page of A&B’s corporate website, www.alexanderbaldwin.com. A&B intends to disclose any changes in or waivers from its Code by posting such information on its website.
Code of Conduct
A&B has adopted a Code of Conduct, which is applicable to all directors, officers and employees, and is posted on the corporate governance page of A&B’s corporate website, www.alexanderbaldwin.com.
Insider Trading Policy
A&B has adopted an Insider Trading Policy that applies to members of the Board, its officers and all other employees, which the Company believes is reasonably designed to promote compliance with applicable insider trading laws, rules and regulations and listing standards. A copy of A&B's Insider Trading Policy is filed in the Exhibit Index as Exhibit 19.
ITEM 11. EXECUTIVE COMPENSATION
Compensation Discussion and Analysis (“CD&A”)
The CD&A addresses A&B’s compensation practices for 2025 for the following current and former executive officers of A&B (collectively, the “Named Executive Officers” or “NEOs”):
•Lance K. Parker, President and Chief Executive Officer
•Clayton K. Y. Chun, Executive Vice President, Chief Financial Officer and Treasurer
•Derek T. Kanehira, Senior Vice President, Human Resources
•Scott G. Morita, Senior Vice President and Corporate Counsel
•Meredith J. Ching, former Executive Vice President, External Affairs*
*Ms. Ching retired from A&B. Her last day of employment was December 31, 2025.
Approach to Compensation Governance: The Compensation Committee consistently evaluates the Company’s executive compensation practices and modifies or adopts programs or practices to provide an appropriate balance of risk and reward. A&B firmly believes in pay for performance and alignment with shareholder interests. Thus, a majority of NEO compensation is tied to performance to ensure alignment with shareholders. 81% of our CEO's and 52% of other NEOs' target total direct compensation (“TDC”) is variable based on performance and risk. A&B adheres to good governance practices, as listed below, to ensure that it adopts best practices to the extent that they are best aligned to the business goals and strategy of the Company as well as shareholder interests.
How We Promote Good Pay Practices:
•Direct components of pay generally targeted at the 50th percentile of market pay data
•TDC consisting substantially of performance-based compensation that aligns with shareholder interests
•Multiple relevant performance metrics to determine incentive payments
•Multi-year performance periods on performance-based equity awards
•Multi-year vesting periods on other equity awards
•Robust stock ownership guidelines for senior executives
•Review of realizable pay of NEOs
•Reasonable severance or change-in control provisions
•Double trigger change-in-control severance that requires both a change-in-control and qualifying termination of employment before any entitlement to payment
•Robust compensation recoupment (“clawback”) policies established for executives
•NEOs generally participate in the same health and welfare benefit plans as other salaried employees
•Shareholder outreach to solicit input and gain investor perspectives on our compensation programs
•Anti-hedging policies established
•No repricing or replacing of underwater stock options without prior shareholder approval
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•Pay risk assessments
Compensation Overview
The Company’s executive compensation programs are administered by its Compensation Committee. The Compensation Committee has retained WTW, an independent compensation consultant, to provide advice and analysis on the design, structure and level of executive compensation for A&B.
Compensation Philosophy and Objectives: The Company seeks to align its objectives with shareholder interests through a compensation program that attracts, motivates and retains qualified and effective executives and rewards for performance and results. To achieve this, the Company uses the following pay elements, which are described more fully under the Pay Elements section of the CD&A:
| Pay Element | Composition | Performance Metrics | Rationale | ||||||||
| Base Salary | Cash | — | •Provides a fixed rate of pay based upon an executive’s responsibilities | ||||||||
| Annual Cash Incentives | Cash | •70% A&B Performance Grid Metrics •30% Individual Goals | •Rewards achievement of annual Company, business unit and individual performance •Reinforces pay-for-performance principles •Rewards both immediately measurable accomplishments and actions that create longer-term value | ||||||||
| Long-Term Incentives* | Equity | •Performance Share Units ("PSUs") ◦75% Relative 3-year total shareholder return ("TSR") (Selected Peer Group) ◦25% Net debt to trailing 12 months consolidated adjusted EBITDA •Restricted Stock Units ("RSUs") ◦3-year vesting period | •Aligns executives’ long-term interests with those of A&B’s shareholders and motivates long-term performance •Aids in attracting and retaining employees •Reinforces pay-for-performance principles | ||||||||
| Health and Welfare Benefits | — | •Aids in attracting and retaining employees while supporting their wellbeing | |||||||||
| Retirement Benefits | — | •Assists employees with retirement income savings and attracts and retains employees | |||||||||
| Severance Benefits | — | •Retains talent during transitions due to a Change in Control or other covered events | |||||||||
* Mr. Parker, Mr. Chun, and Ms. Ching: 50% PSUs, 50% RSUs; Mr. Kanehira and Mr. Morita: 30% PSUs, 70% RSUs
Pay for Performance. The Company’s overall performance in 2025 was reflected in elements of compensation earned by NEOs for 2025. For the pay elements listed above, A&B targets pay at around the 50th percentile.
Pay Mix. The Company’s combination of pay elements is designed to place greater emphasis on performance-based compensation, while at the same time focusing on long-term talent retention and ensuring an appropriate balance between pay and risk. The Committee believes this is consistent with one of its key compensation objectives, which is to align management and shareholder interests. For 2025, the TDC mix was generally within the same range as competitive practices based on survey data for each element of pay, as shown by the following table.
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Percentage of Target Total Direct Compensation
Provided by Each Core Pay Element for 2025
Provided by Each Core Pay Element for 2025
Mr. Morita was promoted to Senior Vice President and Corporate Counsel in September 2025. Mr. Morita's percentage was calculated using his annualized cash compensation as Senior Vice President and Corporate Counsel.
Assessment of Total Compensation: In evaluating and making pay decisions, the Compensation Committee utilizes the following tools, resources and information:
•Company and individual performance •Say-on-Pay vote results •Competitive market data •Economic environment •Job responsibilities and experience •Positioning within the executive’s salary range •Positioning in relation to the pay philosophy •Investor feedback | •Projected market salary increases •Value of the total pay package •Alignment to pay-for-performance principles •Reasonableness and balance of pay risk •NEO’s current and expected future contributions to Company performance and shareholder value •Size of recent awards | ||||
Pay Elements
The Company provides the following pay elements to its NEOs in varying combinations to accomplish its compensation objectives.
Base Salary: Base salary is intended to provide a competitive fixed rate of pay based upon an executive’s responsibilities. Base salary is reviewed annually by the Compensation Committee and is adjusted based on factors such as the executive's role, experience, individual performance, internal equity, and market data.
Generally, the Board of Directors determines the CEO’s annual salary change based on factors listed previously in the Assessment of Total Compensation section. The Board has a formal performance review process for the CEO that includes categories such as, but not limited to: Company goals, financial results, strategic leadership and business management. Each Board member has an opportunity to provide specific input on the CEO’s performance across key categories. The results of this process are carefully considered by the Board and the Compensation Committee in determining the CEO’s annual salary and incentive award.
The CEO recommends annual salary changes for the other NEOs. Salary adjustments for NEOs were considered by the Compensation Committee in February 2025 for implementation on March 1, 2025.
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| NEO | Base Salary as of 12/31/24 | % Change | Base Salary as of 12/31/25 | ||||||||
| Mr. Parker | $710,000 | 3.0% | $731,300 | ||||||||
| Mr. Chun | $412,000 | 3.0% | $424,360 | ||||||||
| Ms. Ching | $353,068 | 3.0% | $363,660 | ||||||||
| Mr. Kanehira | $254,870 | 3.0% | $262,517 | ||||||||
Mr. Morita* | $289,224 | 12.4% | $325,000 | ||||||||
*Mr. Morita was promoted to Senior Vice President and Corporate Counsel in September 2025.
Annual Cash Incentives: For 2025, annual incentives for NEOs were provided through the Alexander & Baldwin, Inc. Performance Improvement Incentive Plan (“PIIP”) and Alexander & Baldwin, Inc. Annual Incentive Plan ("AIP") to motivate and reward executives for achievement of pre-established corporate performance metrics and individual goals, as applicable. The Company believes that the annual incentive structure drives the following objectives:
•Aligning compensation with key goals/objectives and shareholder interests
•Rewarding for achievement of company performance
•Emphasizing pay for performance
•Fostering a team environment while allowing for flexibility in individual recognition
PIIP and AIP Performance Goal Categories: Each plan year, awards for all plan participants are determined based on the attainment level of goals for that year, as determined by the Compensation Committee. Performance grid metrics and individual goals were established in February 2025. Awards can range from 0% to 200% of target for PIIP and from 0% to 150% for AIP.
•A&B Performance Grid Metrics (weighted 70%) – Designed to reward the achievement of financial metrics related to A&B and to ensure that executives are held accountable for the financial health and discipline of the Company. Target performance goals are based on the Company’s Board-approved operating plan and adjusted in certain instances to exclude the effect of certain items. When establishing the operating plan, management and the Board of Directors consider the historical performance of the Company, external elements such as economic conditions and competitive factors, Company capabilities, performance objectives, and the Company’s strategic plan. Maximum and threshold performance goals are determined based on the level of difficulty in achieving the objective and are intended to ensure an enduring standard of performance. Performance Grid Metrics best reflect the results of business execution and achievement of financial metrics of respective operations and align with performance measures used by REITs. Senior management provides input on business actions and outcomes in support of the Company's strategic direction, and the Compensation Committee reviews management's recommendations and approves Performance Grid Metrics and goals.
•Individual Goals (weighted 30%) – Rewards an individual executive's contributions and accomplishments and the executive’s success in fulfilling their duties and responsibilities, some of which are not necessarily reflected in annual financial results.
PIIP and AIP Company Performance and Payout Determination: Determination of award levels in 2025 was based on the Company’s operating performance as compared to Performance Grid Metrics set at the beginning of the year and Individual Goal ratings.
•For Performance Grid Metrics, the level of achievement was determined based upon a combination of actual results from January 1, 2025 through August 31, 2025 and projected budgeted results from September 1, 2025 through December 31, 2025, which is in accordance with the Agreement and Plan of Merger that the Company entered into on December 8, 2025.
•For Individual Goals, each is rated on a scale from 0 to 3, as follows: 0 for below threshold performance, 1.0 for threshold performance, 2.0 for target performance and to 3.0 for maximum performance. The CEO recommends Individual Goals ratings for the non-CEO NEOs, and the Compensation Committee separately determines the CEO's Individual Goals rating.
Individual award levels are determined by multiplying each NEO’s incentive target by the weighting of each element (A&B Performance Grid Metrics and Individual Goals) and by performance ratings for the applicable measures at below threshold (0%), threshold (50%), target (100%) or maximum (150% for AIP and 200% for PIIP) levels, with proration between these levels, as determined by the Compensation Committee.
The table below presents A&B Performance Grid Metrics; performance goals at threshold, target and maximum; actual performance results and PIIP and AIP resulting payout multiples as percentages of target; and weighting for each Performance Grid Metric.
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| A&B Performance Grid Metrics | Threshold | Target | Maximum | Performance Grid Earnout (2) | PIIP (Resulting Multiple as a % of Target) | AIP (Resulting Multiple as a % of Target) | Weighting | ||||||||||||||||
| CRE Same-Store NOI Growth (1) | 2.40 | % | 3.00 | % | 4.00 | % | 3.66 | % | 166.0 | % | 133.0 | % | 35% | ||||||||||
| FFO per Diluted Share related to CRE and Corporate (1) | $ | 1.11 | $ | 1.14 | $ | 1.17 | $ | 1.15 | 133.3 | % | 116.7 | % | 35% | ||||||||||
| FFO per Diluted Share (1) | $ | 1.13 | $ | 1.18 | $ | 1.22 | $ | 1.21 | 175.0 | % | 137.5 | % | 30% | ||||||||||
| Combined % of Target After Weighting | 157.3 | % | 128.6 | % | |||||||||||||||||||
1.Refer to the Use of Non-GAAP Measures section for a discussion of the use of non-GAAP financial measures, the factors considered in calculating the non-GAAP financial measures and the required reconciliations of GAAP to non-GAAP measures as of December 31, 2025.
2.Due to the Agreement and Plan of Merger dated December 8, 2025, the earnout related to the Performance Grid for 2025 will not agree to the actual results as of December 31, 2025, as the earnout percentage was calculated in accordance with the Agreement and Plan of Merger based upon the accruals performed by the Company as of September 30, 2025, which used actual performance from January 1, 2025 through August 31, 2025 and estimates for the period September 1, 2025 through December 31, 2025.
The table below presents Individual Goals that were applied for each NEO.
| NEO | Individual Goals | ||||
| Mr. Parker | •Increase transactional activity to grow the Company and execute the Hawaii-focused investment thesis, with growth measured by accretive FFO per share. •Resolve contingent liabilities in Land Operations, focusing on obligations to advance simplification. •Develop and present a Strategic Plan to drive NAV growth and improve shareholder value. | ||||
| Mr. Chun | •Lead efforts to improve the Company’s cost of capital through enhancing the balance sheet strength and flexibility and lowering its cost of debt. • Implement the Company’s overhead and cost optimization objectives, including effectively manage Finance departmental spending through optimizing resource allocation, process improvements, and/or automation. • Enhance investor understanding of the Company’s strategy, performance, and long term value proposition through consistent, transparent communication and disclosures. | ||||
| Ms. Ching | •Support portfolio performance and growth by providing government and community relations outreach to facilitate due diligence, secure approvals, build support, and manage issues impacting projects. •Monitor and manage legislative and regulatory developments to mitigate risks that could impact REIT compliance and protect shareholder value. •Advance simplification efforts by resolving outstanding liabilities and obligations to significantly reduce the Land Operations segment. | ||||
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| NEO | Individual Goals | ||||
| Mr. Kanehira | •Ensure transparent, equitable, and compliant executive compensation practices while reinforcing ethical HR standards. •Manage human capital effectively through analysis of key metrics, succession planning, and learning & development initiatives. •Foster an inclusive and supportive workplace culture to enhance employee satisfaction, retention, and productivity. •Optimize resource allocation and identify cost-saving opportunities to enhance financial efficiency without compromising operational effectiveness. | ||||
| Mr. Morita | •Enhance the leasing process by implementing an automated lease drafting tool to improve efficiency and accuracy. •Lead lease review initiatives, including updates to master lease forms, merging of landlord entities to reduce administrative work, refine photovoltaic energy provisions, and update company form contracts. •Oversee litigation matters, including management of premises liability and construction defect cases, oversee simplification obligations, assist with financing matters and tax appeals, and support strategic projects. •Manage departmental budget, optimize resource allocation, and identify cost-saving opportunities. | ||||
Individual Goals performance ratings for 2025 for Mr. Chun, Ms. Ching, Mr. Kanehira, and Mr. Morita were determined to be between target and maximum.
Each plan year, the Compensation Committee determines the CEO’s annual incentive separately from other plan participants. The Compensation Committee and the Board of Directors evaluated the CEO’s Individual Goals performance based on criteria established in February 2025, including advancement of strategic corporate priorities, leading Company cost optimization objectives, and advancement of simplification and organizational effectiveness efforts. Based on that evaluation, Mr. Parker’s Individual Goals performance rating was between target and maximum.
Actual awards earned in total by the NEOs were based on performance against the goals as described above and were as follows:
2025 PIIP and AIP Annual Incentive Award Information
| Target PIIP and AIP Award | Actual as a % of | Actual PIIP and AIP Award | |||||||||||||||
| NEO | % of Base Salary | $ | Target | % of Base Salary | $ | ||||||||||||
| Mr. Parker | 115% | $ | 840,995 | 165.6% | 190% | $ | 1,392,576 | ||||||||||
| Mr. Chun | 70% | $ | 297,052 | 165.6% | 116% | $ | 491,879 | ||||||||||
| Ms. Ching | 55% | $ | 200,013 | 165.6% | 91% | $ | 331,194 | ||||||||||
| Mr. Kanehira | 45% | $ | 118,132 | 132.0% | 59% | $ | 155,897 | ||||||||||
| Mr. Morita* | 40% | $ | 112,844 | 132.0% | 46% | $ | 149,002 | ||||||||||
* Mr. Morita's target AIP percentage and award is based on his salary ($297,901) and AIP target percentage (35%) as of August 31, 2025 for 8 months and his salary ($325,000) and AIP target percentage (40%) for 4 months that includes an increase for his promotion to Senior Vice President and Corporate Counsel.
Long-Term Incentives ("LTI")
Executives' LTI compensation comprises equity grants, which are generally approved by the Compensation Committee at its January meeting. Based on current market data provided by WTW, the CEO makes recommendations for each executive officer other than himself to the Compensation Committee, which retains full authority to set the actual grant amount. In determining the type and size of a grant to an executive officer, the Compensation Committee generally considers, among other things, the items mentioned above in the Assessment of Total Compensation section.
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The table below presents target LTI values and weightings of PSUs and RSUs.
Target 2025 | LTI Vehicle Mix | ||||||||||
| NEO | LTI Value | PSUs | RSUs | ||||||||
| Mr. Parker | $ | 2,200,000 | 50 | % | 50 | % | |||||
| Mr. Chun | $ | 600,000 | 50 | % | 50 | % | |||||
| Ms. Ching | $ | 250,000 | 50 | % | 50 | % | |||||
| Mr. Kanehira | $ | 110,000 | 30 | % | 70 | % | |||||
| Mr. Morita | $ | 75,000 | 30 | % | 70 | % | |||||
•RSUs are awards that are settled in shares of the Company's common stock and vest in thirds over a three-year period based on service. RSUs are intended to focus behaviors on improving long-term stock price performance on an absolute basis (as a complement to the relative-performance nature of PSUs), increase share ownership and strengthen retention of participants. Under the service-vesting requirement, participants must remain employed until the end of each vesting period to earn any shares that become issuable. Pro-rata vesting will apply to the extent employment ceases with the Company during the restricted period by reason of death, disability or retirement during the vesting period. RSU awards granted to NEOs prior to July 31, 2022, received quarterly dividend equivalents for the full amount of RSUs granted. RSU awards granted to NEOs on or after July 31, 2022, received dividend equivalents only upon vesting.
•PSUs are awards that are settled in shares of the Company's common stock and have both a performance-based requirement and a service-vesting requirement. The performance-based requirement is weighted 75% on A&B’s TSR results relative to the TSR of a select group of peer REITs (listed below in The Role of Compensation Survey Data section) focused on shopping center and diversified portfolios, with market capitalization between approximately $600 million and $4.5 billion and weighted 25% on the Company's Net Debt to Trailing Twelve Months Consolidated Adjusted EBITDA. PSUs have concurrent three-year performance and vesting horizons. Under the service-vesting requirement, recipients must remain employed until the end of the performance and vesting period to earn any shares that become issuable. PSUs are intended to motivate recipients to focus on A&B shareholder returns relative to the share performance of other U.S.-based REITs with commercial real estate focus and/or market capitalization similar to the Company's. The service requirement provides that PSUs cliff vest after a three-year period (concurrent with the performance period), as defined by the award. Pro-rata vesting will apply to the extent employment ceases with the Company during the performance period by reason of death, disability or retirement, with proration to be applied to the number of shares resulting from the actual level of attainment of the two performance metrics, TSR in Relation to Selected Peer Group and Net Debt to Trailing Twelve Months Consolidated Adjusted EBITDA over the performance period (i.e., actual performance). Payment of accrued dividend equivalents on PSUs will be made upon attainment of the applicable performance goals and will be paid solely according to the number of actual shares earned.
The table below presents 2025 performance metrics, weighting for each metric, and performance goals at threshold, target and maximum (for which payouts would be 35%, 100 and 200% respectively, of each executive's target award).
Performance Ranges for 2025 PSUs
2025 PSU Performance Metrics | Weighting | Threshold (35% of Target Payout)* | Target (100% of Target Payout)* | Maximum (200% of Target Payout)* | ||||||||||
| TSR in Relation to Selected Peer Group | 75% | 35th Percentile of Peer Group | 50th Percentile of Peer Group | 75th Percentile of Peer Group | ||||||||||
| Net Debt to TTM Consolidated Adjusted EBITDA | 25% | 6.0x | 5.5x | 5.0x | ||||||||||
* Linear interpolation is used if performance falls between the specified percentile levels. No performance shares are earned if performance is below threshold.
2023 PSU Payouts: The performance requirement for 2023 PSUs was based on A&B’s total shareholder return (TSR) results relative to the TSR of companies that comprise a Selected Peer Group index and a payout matrix for the trailing twelve quarters net debt to trailing twelve months consolidated adjusted earnings before interest, taxes, depreciation and amortization ("Net Debt to TTM Consolidated Adjusted EBITDA"). With TSR at the 57th percentile for the Selected Peer Group index and a multiple of 3.8x for Net Debt to TTM Consolidated Adjusted EBITDA, 145.7% of the PSUs granted in 2023 were earned.
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Target Total Direct Compensation for 2025:
The table below presents each NEO’s 2025 target total direct compensation, which includes base salary as of December 31, 2025, target PIIP or AIP award and 2025 LTI grant.
Target Total Direct Compensation for 2025
| NEO | Base Salary as of 12/31/25 | Target PIIP or AIP Award | 2025 LTI Grant | Target Total Direct Compensation | ||||||||||
| Mr. Parker | $ | 731,300 | $ | 840,995 | $ | 2,200,000 | $ | 3,772,295 | ||||||
| Mr. Chun | $ | 424,360 | $ | 297,052 | $ | 600,000 | $ | 1,321,412 | ||||||
| Ms. Ching | $ | 363,660 | $ | 200,013 | $ | 250,000 | $ | 813,673 | ||||||
| Mr. Kanehira | $ | 262,517 | $ | 118,132 | $ | 110,000 | $ | 490,649 | ||||||
| Mr. Morita* | $ | 325,000 | $ | 112,844 | $ | 75,000 | $ | 512,844 | ||||||
* Mr. Morita's target total direct compensation is based on annualized base salary as of 12/31/2025 in his new role as Senior Vice President & Corporate Counsel, his target AIP award is based on his salary and AIP target percentage as of August 31, 2025 for 8 months and his salary and AIP target percentage for 4 months that includes an increase for his promotion to Senior Vice President and Corporate Counsel.
Retirement Plans: The Company provides retirement plans to assist its employees with retirement income savings and to attract and retain its employees. The Committee periodically reviews the value of benefits from the retirement plans in conjunction with all other forms of pay in making compensation decisions.
A&B Individual Deferred Compensation and Profit-Sharing Plan: The Company has a tax-qualified defined contribution retirement plan (the “IDC Plan”) available to all salaried non-bargaining unit employees. Beginning in 2020, the IDC Plan provided for a match of up to 3% of the eligible compensation deferred by a participant during the fiscal year, subject to IRS maximum compensation limitations and a non-elective Company contribution equal to 3% of eligible compensation.
The Company has a profit-sharing plan which provides for performance-based discretionary contributions to participants based on the degree of achievement of goals similar to the 2025 AIP goals as determined by the Compensation Committee. Employees are immediately eligible for up to 5% of annual base compensation, based on achievement of goals. There was a 4.15% profit-sharing contribution for 2025.
A&B Excess Benefits Plan: This non-qualified benefit plan (the “Excess Benefits Plan”) for executives is designed to meet the retirement plan objectives described above. Certain executives, including Mr. Parker and Ms. Ching, are eligible to participate in the Excess Benefits Plan. It complements the IDC Plan and a former tax-qualified defined benefit pension plan by providing benefits and contributions in amounts that could not be provided by the respective plan’s formula due to the limits imposed by tax law. Effective January 1, 2020, the Company froze benefit accruals under the A&B Excess Benefits Plan and replaced the benefit with a Non-Qualified Defined Contribution Plan. The 2024 Amended and Restated Deferred Compensation Plan amends and restates the Non-Qualified Defined Contribution Plan. The Pension Benefits table in Part III, Item 11 provides further information regarding the A&B Excess Benefits Plan.
2024 Amended and Restated Deferred Compensation Plan: Under this nonqualified plan, Mr. Parker, Mr. Chun, and Ms. Ching are eligible to receive 3% of their annual eligible compensation in excess of the applicable IRS compensation limit, a discretionary gain sharing contribution up to 5% of base salary in excess of the applicable IRS compensation limit, based on achievement of goals, and the lesser of 3% of eligible compensation or the applicable IRS deferral limit minus the maximum allowable match, including the match on catch-up contributions, under the IDC Plan. All NEOs may elect to defer their base salary and bonus earned during the year pursuant to the Amended and Restated Deferred Compensation Plan.
Employment and Other Agreements: The Company does not provide employment or similar agreements for any of the NEOs. The Company believes in a policy of “at will” employment.
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Executive Severance Plan and Change in Control Agreements: The Company provides severance benefits pursuant to the Executive Severance Plan and Change in Control agreements to reinforce and encourage the continued attention and dedication of members of the Company’s top management, including NEOs, to their assigned duties without possible distraction and disruption arising from a change in control or other covered event. Severance arrangements also are provided to maintain a competitive pay package. The Compensation Committee designed the change in control agreement to provide a competitively structured program, and yet be conservative overall in the amounts of potential award payouts. The Compensation Committee’s decisions regarding other compensation elements are affected by the potential payouts under these arrangements, as the Committee considers how the terms of these arrangements and the other pay components interrelate. These arrangements are described in further detail in the Other Potential Post-Employment Payments section in Part III, Item 11.
Retiree Health and Medical Plan, Life and Disability Insurance: The Company provides eligible NEOs with the same retiree medical and life insurance benefits as are provided in general to all salaried non-bargaining unit employees who joined A&B Predecessor prior to January 1, 2008. The Company’s contribution towards the monthly medical premium is based on the employee’s age and years of service and is capped at $136 per month. The Company pays the cost of premiums for retiree life coverage which is reduced to $10,000. The benefits from these plans are reflected in the “Other Potential Post-Employment Payments” section in Part III, Item 11. NEOs receive the same life insurance coverage maximum of two times base salary as is provided in general to all salaried non-bargaining unit employees, with maximum amounts of $1,000,000 for NEOs and $400,000 for other employees. NEOs also receive company-paid disability insurance through a group disability program available to all salaried non-bargaining unit employees, plus up to an additional $17,500 a month under an individual disability insurance program based on total base salary and annual incentive target.
The Role of Compensation Market Data
The Company uses published compensation survey data as a reference but does not benchmark against specific companies within such surveys. We also utilize REIT pay peer group data as disclosed in proxy statements. The Compensation Committee references compensation market data as just one factor when assessing appropriate pay levels. Other factors considered include Internal equity, Company performance, business unit performance, compensation philosophy, performance consistency, historical pay movement, pay mix, pay risk, economic environment and individual performance.
Compensation market data used for the assessment of total direct compensation include:
•WTW General Industry Executive Compensation Survey
•WTW Long-Term Incentive Policies and Practices Survey
•National Association of Real Estate Investment Trusts (Nareit) 2025 Compensation Survey
•Pay peer group (proxy-disclosed pay data) listed in the table below:
| Ticker | Company Name | Sector | ||||||
| AKR | Acadia Realty Trust | Retail | ||||||
| AAT | American Assets Trust, Inc. | Retail, Office, Residential | ||||||
| AHH | Armada Hoffler Properties, Inc. | Retail, Office, Residential | ||||||
| CURB | Curbline Properties Corp. | Retail | ||||||
| IVT | InvenTrust Properties Corp. | Retail | ||||||
| JBGS | JBG SMITH Properties | Office, Residential | ||||||
| OLP | One Liberty Properties, Inc. | Retail, Industrial | ||||||
| PECO | Phillips Edison & Company, Inc. | Retail | ||||||
| PLYM | Plymouth Industrial REIT, Inc. | Industrial | ||||||
| ROIC | Retail Opportunity Investments Corp. | Retail | ||||||
| SAFE | Safehold Inc. | Specialty | ||||||
| BFS | Saul Centers, Inc. | Retail | ||||||
| SITC | SITE Centers Corp. | Retail | ||||||
| UE | Urban Edge Properties | Retail | ||||||
| WSR | Whitestone REIT | Retail | ||||||
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The Role of the Compensation Consultant
The Compensation Committee retained WTW, an independent executive compensation consulting firm, to assist the Committee in:
•Evaluating salary and incentive compensation levels
•Reviewing and suggesting executive pay plan design modifications
•Understanding current executive compensation trends and legislative reform initiatives
•Assessing appropriate outside Board of Director pay levels and structuring
WTW reports directly to and takes instructions from the Compensation Committee. The Committee approves all WTW engagements, including the nature, scope and fees of assignments. The Compensation Committee has reviewed WTW’s work, policies and procedures and determined that no conflicts of interest exist. In accordance with the New York Stock Exchange (“NYSE”) requirements, the Compensation Committee annually assesses the independence of its compensation consultant, outside legal counsel, and other advisers who will provide services with respect to executive compensation matters.
The Role of Management
Management assists the Compensation Committee in its role of determining executive compensation in a number of ways:
•Provides management’s perspective on compensation plan structure and implementation.
•Identifies appropriate performance measures and suggests company, unit and individual performance goals that are consistent with the Board-approved operating plans.
•The CEO conducts an annual performance evaluation of NEOs, excluding himself, against pre-approved Company and individual goals.
•The CEO combines performance evaluations with market data provided by WTW and makes compensation recommendations to the Compensation Committee.
Stock Ownership Guidelines
All NEOs and directors are in compliance with, or on track to meet, the stock ownership guidelines. The guidelines require stock ownership of 5x annual base salary for our CEO and 3x annual base salary for other NEOs. Executives and directors have 5 years from the date of appointment or promotion to meet the guidelines. The guidelines require share ownership for our directors of 5x the annual Board retainer, and for our Chairman of the Board 5x the annual Chairman of the Board annual retainer.
Stock eligible under the guidelines includes vested common stock owned/controlled by the executive or director; common stock in the name of immediate family members/trust; vested and unvested time-based RSUs (provided that any unvested equity awards counted must be full value awards subject only to time-based vesting and must in no way be contingent upon the achievement of any performance requirement); vested performance-based restricted stock; and shares in the former Alexander & Baldwin, Inc. Tax Credit Employee Stock Ownership Plan ("TCESOP").
Equity Granting Policy
Equity awards are expected to be granted for current employees at the January Compensation Committee meeting each year with a grant date of February 1. Equity grants for non-Section 16 officers, new hires or promoted employees are approved by the CEO and reported to the Compensation Committee. The timing of these grants is made without regard to anticipated earnings or other major announcements by the Company. No stock options have been granted by A&B or by A&B Predecessor since 2012 and the Company has no plans to grant stock options.
Policy Regarding Speculative Transactions and Hedging
The Company has adopted a formal policy prohibiting directors, officers and employees from (i) entering into speculative transactions, such as trading in options, warrants, puts and calls or similar instruments, involving A&B stock, or (ii) hedging or monetization transactions, such as zero-cost collars and forward sale contracts, involving A&B stock. The Company does not prohibit investments in exchange funds.
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Policy Regarding Recoupment of Certain Compensation
In October 2023, the Board adopted the A&B Amended and Restated Policy Regarding Recoupment of Certain Compensation (the “Recoupment Policy”) in accordance with SEC rules and NYSE listing standards, which mandate the recovery of certain erroneously paid performance-based incentive compensation that may be received by our current and former Section 16 officers on or after October 2, 2023, if A&B has a required accounting restatement during the three completed fiscal years immediately prior to the fiscal year in which a financial restatement determination is made, subject to limited exceptions. In addition, the Recoupment Policy retains our pre-existing recoupment policy which first became effective in June 2012, and which covers cash bonuses based on achievement of financial performance metrics and equity-based compensation (e.g., stock, RSUs or PSUs) earned, vested or paid prior to October 2, 2023. Each of our NEO's is subject to the Recoupment Policy.
Tax and Accounting Considerations
In evaluating the Company’s executive compensation structure, the Compensation Committee considers tax and accounting treatment, including the provisions of Section 409A of the Code regarding nonqualified deferred compensation and the "golden parachute" provisions of Section 280G of the Code, balancing the effects on the individual and the Company. In addition, Section 162(m) of the Code generally limits to $1.0 million the amount of remuneration that the Company may deduct in any calendar year for certain executive officers. The Compensation Committee believes that the potential deductibility of the compensation payable under the executive compensation programs should be only one of a number of relevant factors taken into consideration, and not the sole or primary factor, in establishing the cash and equity compensation programs for the executive officers. The Compensation Committee believes that cash and equity incentive compensation must be maintained at competitive levels to attract and retain the executive officers essential to the Company’s financial success, even if all or part of that compensation may not be deductible by reason of the Section 162(m) limitation.
280G Mitigation Actions
Pursuant to the Agreement and Plan of Merger dated December 8, 2025, the Company may for any executive officer that is determined to be a “disqualified individual” within the meaning of Section 280G of the Code who may be subject to adverse tax treatment under Section 280G of the Code as the result of “excess parachute payments” within the meaning of Section 280G of the Code, pay the 2025 bonus amounts prior to December 31, 2025, which would otherwise be payable in the first quarter of 2026, in order to mitigate the potential for such adverse tax treatment under Section 280G of the Code, and may take other mitigation steps with the consent of Parent. To mitigate the potential impact of Sections 280G and 4999 of the Code on A&B and its executive officers, our board, with the advice of A&B’s Section 280G consultant and with prior consultation and consent, as applicable, from Parent, approved the following actions (such actions, the “Section 280G Mitigation Actions”). A&B also entered into a 280G Mitigation Acknowledgement Agreement (which we refer to as a “clawback agreement”) with each of Mr. Parker and Mr. Chun on December 29, 2025 as a condition to certain of such actions:
•for each of Mr. Parker, Mr. Chun and Mr. Morita, the acceleration of vesting and payment of such executive officer’s 2025 bonus amount, based on performance at 133% of target for AIP and at 165.6% of target for PIIP;
•for Mr. Parker and Mr. Chun, the acceleration of vesting and settlement of (a) company RSU awards that would have otherwise vested in 2026 and (b) 90% of company PSU awards granted in 2023 that would otherwise have vested in 2026 (with respect to such 2023 company PSU awards, assuming payout at the expected payout percentage of 144%);
•for Mr. Parker, the acceleration of vesting and settlement of company RSU awards that would have otherwise vested in 2027 and 90% of company PSU awards granted in 2024 that would have otherwise vested in 2027 (with respect to such 2024 company PSU awards, assuming payout at the expected payout percentage of 200%), subject to the clawback agreement; and
•for Mr. Chun, the acceleration of vesting and settlement of 90% of company PSU awards granted in 2024 that would have otherwise vested in 2027 and 90% of company PSU awards granted in 2025 that would have otherwise vested in 2028 (with respect to each of such 2024 and 2025 company PSU awards, assuming payout at the expected payout percentage of 200%), subject to the clawback agreement.
Specifically, our board approved for Mr. Parker, Mr. Chun and Mr. Morita the following accelerated payments of 2025 bonus amounts, and accelerated vesting, settlement and payment of company equity awards:
•For Mr. Parker: (a) Mr. Parker’s 2025 bonus in the amount of $1,392,576, (b) 54,338 shares subject to company RSU awards that would have otherwise vested in 2026 and 49,612 shares subject to company PSU awards, representing 90% of the 55,124 shares subject to company PSU awards granted in 2023 that would otherwise have vested in 2026 and (c) 41,578 shares subject to company RSU awards that would have otherwise vested in 2027 and 113,596 shares subject to company PSU awards, representing 90% of the 126,218 shares subject to company PSU awards granted in 2024 that would have otherwise vested in 2027. The estimated aggregate value of Mr. Parker’s accelerated company equity awards is $5,402,735, assuming a per share price of $21.20 less the fourth quarter 2025 dividend of $0.35 per
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share, which was paid on January 8, 2026, to shareholders of record as of the close of business on December 19, 2025 (the "January Dividend").
•For Mr. Chun: (a) Mr. Chun’s 2025 bonus in the amount of $491,879, (b) 16,339 shares subject to company RSU awards that would have otherwise vested in 2026 and 19,440 shares subject to company PSU awards, representing 90% of the 21,600 shares subject to company PSU awards granted in 2023 that would otherwise have vested in 2026 and (c) 30,980 shares subject to company PSU awards, representing 90% of the 34,422 shares subject to company PSU awards granted in 2024 that would have otherwise vested in 2027 and 30,251 shares subject to company PSU awards, representing 90% of the 33,612 shares subject to company PSU awards granted in 2025 that would have otherwise vested in 2028. The estimated value of Mr. Chun’s accelerated company equity awards is $2,022,659, assuming a per share price of $21.20 less the January Dividend.
•For Mr. Morita: Mr. Morita’s 2025 bonus in the amount of $149,002.
The annual bonus amounts were calculated as discussed in the sections above entitled “PIIP and AIP Company Performance and Payout Determination” and “2025 PIIP and AIP Annual Incentive Award Information.” The acceleration of 90% of the LTI awards (as opposed to 100%) is intended to allow for true up based on the final determination of performance results and to protect the Company’s interests in addition to the clawback obligations discussed immediately below.
The clawback agreements with Mr. Parker and Mr. Chun, respectively, provide that, with respect to (a) Mr. Parker’s accelerated company RSU awards that would have otherwise vested in 2027 and company PSU awards granted in 2024 that would have otherwise vested in 2027 and (b) Mr. Chun’s accelerated company PSU awards granted in 2024 that would have otherwise vested in 2027 and company PSU awards granted in 2025 that would have otherwise vested in 2028:
•if the applicable executive’s employment is terminated by A&B for “cause” or by the executive without “good reason” (as such terms are defined in the executive’s Change in Control Agreement), prior to the original vesting dates of the awards subject to the clawback agreement (such that such awards would have been forfeited by the executive upon such termination of employment had they remained outstanding), the executive will repay such excess amount to A&B on an after-tax basis within 15 business days following the termination date;
•with respect to the company PSU awards subject to the clawback agreement, in the event that the executive’s employment terminates due to the executive’s death or “permanent disability” (as defined in the company stock plan) prior to the original vesting date of such awards, the executive or the executive’s estate, as the case may be, will repay to A&B the pro rata amount that would have forfeited upon such termination on an after-tax basis within 60 days following the termination date.
As additional protection for the Company, the clawback agreements also provide our board with the right to require repayment of the excess amount received by the executive with respect to the company PSU awards subject to the clawback agreement, to the extent that the level of performance determined in the ordinary course at the end of the applicable three-year performance period is finally determined to be below the maximum percentile of 200% (such that a portion of such company PSU awards would have been forfeited by the executive) in the event that the merger does not close for any reason.
These actions were intended to mitigate the potential impacts of Sections 280G and 4999 of the Code on A&B and Mr. Parker, Mr. Chun and Mr. Morita, including to preserve potential compensation-related corporate income tax deductions for the Company that might otherwise be disallowed through the operation of Section 280G of the Code and to mitigate or eliminate the amount of excise tax that may be payable by an executive officer pursuant to Section 4999 of the Code. After giving effect to the Section 280G Mitigation Actions, Mr. Chun and Mr. Morita are not expected to incur any excise tax under Section 4999 of the Code, and Mr. Parker’s potential to incur any such excise tax is reduced.
Pay Risk Assessment.
The Compensation Committee reviews compensation policies, plans and structure for the Company’s executive group, to ascertain whether any of the compensation programs and practices create excessive risks or motivate risky behaviors that are reasonably likely to have a material adverse effect on the Company. Management has worked with the Compensation Committee to review the NEOs’ incentive plans and related policies and practices, and the overall structure and positioning of total pay, pay mix, the risk management process and related internal controls.
Based on its formal review process, the Compensation Committee concluded that there continues to be no material adverse effects due to pay risk. Management and the Compensation Committee concluded that A&B’s NEO compensation programs represent an appropriate balance of fixed and variable pay, cash and equity, short-term and long-term compensation, financial and non-financial performance, and an appropriate level of enterprise-wide risk oversight. The Company periodically reviews the compensation policies, plans and structure for the Company’s employees and, based on such review, our compensation programs do not create risks that are reasonably likely to have a material adverse effect on the Company.
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Compensation Committee Report
The Compensation Committee has reviewed and discussed the CD&A section in Part III, Item 11 with management and based on these discussions and review, it has recommended to the Board of Directors that the CD&A disclosure be included in Part III, Item 11 of the Form 10-K.
The foregoing report is submitted by Ms. Laing (Chair), Ms. Kimura and Mr. Yeaman.
Compensation Committee Interlocks and Insider Participation
There were no Compensation Committee Interlocks or Insider Participation in 2025.
Summary Compensation Table: The following table summarizes the compensation paid by A&B to its NEOs in 2025, 2024 and 2023.
2025 Summary Compensation Table
| Name and Principal Position (a) | Year (b) | Salary ($) (c) | Bonus ($)(3) (d) | Stock Awards ($)(4) (e) | Option Awards ($) (f) | Non-Equity Incentive Plan Compensation ($)(5) (g) | Change in Pension Value and Nonqualified Deferred Compensation Earnings ($)(6) (h) | All Other Compensation ($)(7) (i) | Total ($) (j) | |||||||||||||||||||||||
Lance K. Parker President and Chief Executive Officer (1) | 2025 | 727,747 | 466,556 | 2,426,753 | N/A | 926,020 | 6,114 | 156,382 | 4,709,572 | |||||||||||||||||||||||
| 2024 | 701,247 | 132,273 | 2,282,653 | N/A | 1,109,327 | 2,576 | 108,505 | 4,336,581 | ||||||||||||||||||||||||
| 2023 | 618,998 | 283,712 | 1,684,810 | N/A | 661,996 | 3,198 | 85,253 | 3,337,967 | ||||||||||||||||||||||||
Clayton K. Y. Chun Executive Vice President, Chief Financial Officer and Treasurer | 2025 | 422,298 | 164,795 | 661,820 | N/A | 327,084 | 0 | 85,397 | 1,661,394 | |||||||||||||||||||||||
| 2024 | 408,998 | 156,601 | 622,522 | N/A | 391,831 | 0 | 68,189 | 1,648,141 | ||||||||||||||||||||||||
| 2023 | 399,998 | 125,878 | 692,700 | N/A | 293,716 | 0 | 53,280 | 1,565,572 | ||||||||||||||||||||||||
Meredith J. Ching Former Executive Vice President, External Affairs | 2025 | 338,116 | 110,960 | 275,739 | N/A | 220,234 | 0 | (8) | 66,478 | 1,011,527 | ||||||||||||||||||||||
| 2024 | 342,348 | 90,880 | 259,375 | N/A | 263,830 | 7,548 | 55,095 | 1,019,076 | ||||||||||||||||||||||||
| 2023 | 331,576 | 83,060 | 288,625 | N/A | 193,807 | 0 | (9) | 52,413 | 949,481 | |||||||||||||||||||||||
Derek T. Kanehira Senior Vice President, Human Resources (2) | 2025 | 261,241 | 49,554 | 169,846 | N/A | 106,343 | 0 | 31,828 | 618,812 | |||||||||||||||||||||||
| 2024 | 253,014 | 48,687 | 112,463 | N/A | 118,054 | 0 | 33,032 | 565,250 | ||||||||||||||||||||||||
Scott G. Morita Senior Vice President and Corporate Counsel (2) | 2025 | 305,486 | 47,420 | 79,625 | N/A | 101,582 | 0 | 33,760 | 567,873 | |||||||||||||||||||||||
| 2024 | 287,117 | 41,909 | 76,674 | N/A | 104,196 | 0 | 34,874 | 544,770 | ||||||||||||||||||||||||
1.Mr. Parker was appointed President and CEO effective July 1, 2023.
2.Mr. Kanehira and Mr. Morita first became NEOs as of fiscal year 2024.
3.Represents the NEO’s awards attributable to individual goals under the PIIP or AIP program for the fiscal year identified in column (b) payable in cash in February of the following year. As part of the Company's planned merger that was announced on December 8, 2025, to mitigate the potential impact of Sections 280G and 4999 of the Internal Revenue Code of 1986 on A&B and its executive officers, A&B's board, with the advice of A&B’s Section 280G consultant, approved the payment of bonuses in December 2025 related to fiscal year 2025 listed in column (b) for Mr. Parker, Mr. Chun and Mr. Morita.
4.Represents the grant-date fair value of time-based RSUs and the grant-date fair value of PSUs for the fiscal year identified in column (b) granted in 2025. PSUs awarded in 2025 vest in February 2027 if performance goals are attained at target. Assuming that maximum performance goals applicable to the PSUs were to be achieved, the values in this column with respect to 2025 would be as follows: Mr. Parker, $3,299,965; Mr. Chun, $899,960; Ms. Ching, $374,957; Mr. Kanehira. $230,961; and Mr. Morita, $97,479. If performance goals are not attained at threshold, all PSUs will be forfeited. See Note 14 of the consolidated financial statements in Part II. Item 8. regarding the assumptions underlying the valuation of equity awards.
5.Represents the NEO’s award attributable to financial goals under the PIIP or AIP program for the fiscal year identified in column (b). See also the Section entitled "280G Mitigation Actions" in the CD&A.
6.All amounts are attributable to the aggregate change in the actuarial present value of the NEO’s accumulated benefit under all defined benefit pension plans.
7.Represents amounts contributed by A&B to the NEO’s account under the A&B Individual Deferred Compensation and Profit Sharing Plan and 2024 Amended and Restated Deferred Compensation Plan.
8.The change in pension value was a decrease of $28,035. Under SEC rules, such a decrease is shown in the table as $0.
9.The change in pension value was a decrease of $31,607. Under SEC rules, such a decrease is shown in the table as $0.
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Grants of Plan-Based Awards: The following table contains information concerning the non-equity and equity grants under A&B’s incentive plans during 2025 to the NEOs.
2025 Grants of Plan-Based Awards
| Estimated Future Payouts Under Non-Equity Incentive Plan Awards(1) | Estimated Future Payouts Under Equity Incentive Plan Awards(2) | All Other Stock Awards: Number of Shares of Stock or Units (#)(3) (i) | All Other Option Awards: Number of Securities Underlying Options (#)(4) (j) | Exercise or Base Price of Option Awards ($/Sh) (k) | Grant Date Fair Value of Stock and Option Awards ($)(5) (l) | ||||||||||||||||||||||||||||||
| Name (a) | Grant Date (b) | Threshold ($) (c) | Target ($) (d) | Maximum ($) (e) | Threshold (#) (f) | Target (#) (g) | Maximum (#) (h) | ||||||||||||||||||||||||||||
| Lance K. Parker | $ | 294,348 | $ | 588,697 | $ | 1,177,393 | |||||||||||||||||||||||||||||
| 2/1/25 | 21,568 | 61,624 | 123,248 | 61,624 | N/A | N/A | $ | 2,426,753 | |||||||||||||||||||||||||||
| Clayton K. Y. Chun | $ | 103,968 | $ | 207,936 | $ | 415,873 | |||||||||||||||||||||||||||||
| 2/1/25 | 5,882 | 16,806 | 33,612 | 16,806 | N/A | N/A | $ | 661,820 | |||||||||||||||||||||||||||
| Meredith J. Ching | $ | 70,005 | $ | 140,009 | $ | 280,018 | |||||||||||||||||||||||||||||
| 2/1/25 | 2,451 | 7,002 | 14,004 | 7,002 | N/A | N/A | $ | 275,739 | |||||||||||||||||||||||||||
| Derek T. Kanehira | $ | 41,346 | $ | 82,693 | $ | 124,039 | |||||||||||||||||||||||||||||
| 2/1/25 | 1,510 | 4,313 | 8,626 | 4,313 | N/A | N/A | $ | 169,846 | |||||||||||||||||||||||||||
| Scott G. Morita | $ | 39,495 | $ | 78,990 | $ | 118,486 | |||||||||||||||||||||||||||||
| 2/1/25 | 441 | 1,260 | 2,520 | 2,941 | N/A | N/A | $ | 79,625 | |||||||||||||||||||||||||||
1.Amounts reflected in this section relate to estimated payouts under the non-equity incentive portion of the PIIP/AIP. The value of the actual payouts is included in column (g) of the Summary Compensation Table.
2.Amounts in this section reflect PSU grants. PSUs awarded in February 2025 vest in February 2027 if performance goals are attained during the performance period.
3.Amounts in this section reflect time-based RSUs.
4.No options were granted in 2025.
5.Represents the grant-date fair value of the equity awards granted in 2025. See Note 14 of the consolidated financial statements in Part II, Item 8 regarding the assumptions underlying the valuation of equity awards.
The PIIP/AIP is based on financial, operating, and individual goals for the Company. Performance measures, weighting of goals and target opportunities are discussed in the CD&A section in Part III, Item 11. Information on equity grants is provided in the CD&A section in Part III, Item 11.
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Outstanding Equity Awards at Fiscal Year-End: The following table contains information concerning the outstanding equity awards held by the NEOs.
2025 Outstanding Equity Awards at Fiscal Year-End
| Option Awards | Stock Awards | |||||||||||||||||||||||||||||||||||||
| Name (a) | Number of Securities Underlying Unexercised Options (#) Exercisable (b) | Number of Securities Underlying Unexercised Options (#) Unexercisable (c) | Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#) (d) | Option Exercise Price ($) (e) | Option Expiration Date (f) | Number of Shares or Units of Stock that Have Not Vested (#) (g) | Market Value of Shares or Units of Stock that Have Not Vested ($)(5) (h) | Equity In- centive Plan Awards: Number of Unearned Shares, Units or Other Rights that Have Not Vested (#)(6) (i) | Equity In- centive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights that Have Not Vested ($)(5) (j) | |||||||||||||||||||||||||||||
| Lance K. Parker | — | — | — | — | — | 20,542 | (1) | $ | 423,987 | 71,764 | (7) | $ | 1,481,209 | |||||||||||||||||||||||||
| Clayton K. Y. Chun | — | — | — | — | — | 16,941 | (2) | $ | 349,662 | 4,903 | (8) | $ | 101,198 | |||||||||||||||||||||||||
| Meredith J. Ching | — | — | — | — | — | — | $ | — | 12,796 | (9) | $ | 264,109 | ||||||||||||||||||||||||||
| Derek T. Kanehira | — | — | — | — | — | 8,542 | (3) | $ | 176,307 | 5,391 | (10) | $ | 111,270 | |||||||||||||||||||||||||
| Scott G. Morita | — | — | — | — | — | 5,824 | (4) | $ | 120,207 | 3,675 | (11) | $ | 75,852 | |||||||||||||||||||||||||
1.Vesting date of unvested RSUs – 20,542 shares on 2/1/28.
2.Vesting date of unvested RSUs – 5,737 shares on 2/1/27; 5,602 shares each on 2/1/27 and 2/1/28.
3.Vesting date of unvested RSUs – 1,284 shares on 2/1/26; 1,472 shares on 2/1/26 and 1,473 shares on 2/1/27; 1,437 shares on 2/1/26 and 1,438 shares each on 2/1/27 and 2/1/28.
4.Vesting date of unvested RSUs – 875 shares on 2/1/26; 1,004 shares each on 2/1/26 and 2/1/27; 980 shares each on 2/1/26 and 2/1/27 and 981 shares on 2/1/28.
5.Market value of stock not vested, shown at target performance, based on the closing stock price as of December 31, 2025 of $20.64.
6.These PSUs are shown at the target amount (100% of the target number of shares awarded).
7.Vesting date of PSUs – 1,875 shares on 2/1/26; 1,954 shares on 7/31/26; 6,311 shares on 2/1/27; 61,624 shares on 2/1/28.
8.Vesting date of PSUs – 1,500 shares on 2/1/26; 1,722 shares on 2/1/27; 1,681 shares on 2/1/28.
9.Vesting date of PSUs – 6,076 shares on 2/1/26; 4,581 shares on 2/1/27; 2,139 shares on 2/1/28.
10.Vesting date of PSUs – 1,650 shares on 2/1/26; 1,893 shares on 2/1/27; 1,848 shares on 2/1/28.
11.Vesting date of PSUs – 1,125 shares on 2/1/26; 1,290 shares on 2/1/27; 1,260 shares on 2/1/28.
Option Exercises and Stock Vested: The following table contains information concerning option exercises and the vesting of stock awards for the NEOs during 2025.
2025 Option Exercises and Stock Vested
| OPTION AWARDS | STOCK AWARDS | ||||||||||||||||
| Name (a) | Number of Shares Acquired on Exercise (#) (b) | Value Realized on Exercise ($) (c) | Number of Shares Acquired on Vesting (#) (d) | Value Realized on Vesting ($) (e) | |||||||||||||
Lance K. Parker* | — | — | 306,143 | $ | 6,209,185 | ||||||||||||
Clayton K. Y. Chun* | — | — | 111,033 | $ | 2,260,358 | ||||||||||||
| Meredith J. Ching | — | — | 15,119 | $ | 287,281 | ||||||||||||
| Derek T. Kanehira | — | — | 4,562 | $ | 81,432 | ||||||||||||
| Scott G. Morita | — | — | 2,700 | $ | 48,195 | ||||||||||||
* See the 280G Mitigation Actions section within the CD&A for further discussions on the stock awards shares acquired and value realized on vesting for further discussion of actions taken by the Company in 2025.
There were no outstanding options in 2025.
The value realized in column (e) was calculated based on the market value of A&B common stock on the vesting date. No amounts realized upon the vesting of stock have been deferred.
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Pension Benefits: The following table contains information concerning pension benefits for the NEOs under the A&B Excess Benefits Plan as of the end of 2025.
2025 Pension Benefits
| Name (a) | Plan Name (b) | Number of Years Credited Service(1) (#) (c) | Present Value of Accumulated Benefit ($) (d) | Payments During Last Fiscal Year ($) (e) | ||||||||||
| Lance K. Parker | A&B Excess Benefits Plan | 15.3 | $ | 66,709 | $ | — | ||||||||
| Clayton K. Y. Chun | A&B Excess Benefits Plan | — | $ | — | $ | — | ||||||||
| Meredith J. Ching | A&B Excess Benefits Plan | 37.6 | $ | 481,893 | $ | — | ||||||||
| Derek T. Kanehira | A&B Excess Benefits Plan | — | $ | — | $ | — | ||||||||
| Scott G. Morita | A&B Excess Benefits Plan | — | $ | — | $ | — | ||||||||
1.Years shown is based on all credited service years under the plan through the plan freeze date as of January 1, 2020.
Actuarial assumptions used to determine the present values of the pension benefits include: Discount rate for the non-qualified retirement plan is 4.78% as of December 31, 2025. Age 62 (or current age, if greater) is the assumed retirement age. As a result of plan termination, qualified plan benefits under the A&B Retirement Plan for Salaried Employees were paid to participants or transferred to an insurance company in 2022 and no further benefits are due from the plan.
The Excess Benefits Plan benefits are paid as a lump sum equal to the present value of the traditional defined benefit assumed to be paid on a life annuity basis plus the cash balance account. The present value was determined based on interest rates (with 39% marginal tax rate adjustment) and mortality used in our financial disclosures, i.e., 2.48% (for the first 5 years), 3.12% (next 15 years) and 3.62% (years in excess of 20) applied on a rolling basis, and the Applicable Mortality Table, as defined for lump sum calculations under Section 417(e) of the Internal Revenue Code. The cash balance accounts are projected to the assumed retirement age using 2.15% interest per year (the rate in effect for May 31, 2021 onward) with no future pay credits.
A&B Excess Benefits Plan: The A&B Excess Benefits Plan is discussed in the CD&A section in Part III, Item 11. Under the pension portion of the Excess Benefits Plan associated with a former tax-qualified defined benefit pension plan, benefits under the traditional defined benefit formula are payable after the executive’s separation from service in a lump sum that is actuarially equivalent to single life annuity form of payment, and the cash balance account is paid as a lump sum. Under the profit sharing portion of the Excess Benefits Plan associated with the former tax-qualified defined benefit pension plan, amounts are credited to executives’ accounts based on achievement of goals, to be payable after the executive’s separation from service.
Two NEOs are eligible to participate in the Excess Benefits Plan as shown in the Pension Benefits table. Effective January 1, 2020, the Company froze benefit accruals under the plan and replaced the benefit under the 2024 Amended and Restated Deferred Compensation Plan as described below.
2024 Amended and Restated Deferred Compensation Plan: Under the 2024 Amended and Restated Deferred Compensation Plan ("NQDC Plan"), certain eligible participants, consisting of Mr. Parker, Mr. Chun, and Ms. Ching, receive 3% of their annual eligible compensation in excess of the applicable IRS compensation limit, a discretionary gain sharing contribution up to 5% of base salary in excess of the applicable IRS compensation limit based on achievement of goals, and the lesser of 3% of eligible compensation or the applicable IRS deferral limit plan minus the maximum allowable match, including the match on catch-up contributions, under the 401(k) plan. Beginning in 2024, eligible participants, which includes all NEOs, have the option to voluntarily defer salary and bonus on a pretax basis, in excess of the applicable IRS deferral limit.
Account balances under the NQDC Plan will be credited with income, gains and losses based on the performance of investment funds selected by the participant from a selection of funds that are generally the same investment funds available to participants in our 401(k) plan. The amounts credited to participants' deferred accounts and Company excess company contribution accounts are held in a rabbi trust and are at all times 100% vested. During initial enrollment, participants can elect to receive their distribution either in a lump sum or in two to ten year annual installments upon termination. The NQDC Plan allows for future date elections and subject to 409(A) restrictions, participants may change their initial distribution election.
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Non-Qualified Deferred Compensation: The following table contains information concerning non-qualified deferred compensation for the NEOs pursuant to the 2024 Amended and Restated Deferred Compensation Plan.
2025 Nonqualified Deferred Compensation
| Name (a) | Executive Contributions in Last FY ($) (b) | Registrant Contributions in Last FY ($)(1) (c) | Aggregate Earnings/Loss in Last FY ($)(2) (d) | Aggregate Withdrawals/ Distributions ($) (e) | Aggregate Balance at Last FYE ($)(1) (f) | ||||||||||||
| Lance K. Parker | $ | — | $ | 120,857 | $ | 50,343 | $ | — | $ | 448,405 | |||||||
| Clayton K. Y. Chun | $ | 73,105 | $ | 49,872 | $ | 25,948 | $ | — | $ | 270,216 | |||||||
| Meredith J. Ching | $ | — | $ | 23,498 | $ | 13,082 | $ | — | $ | 131,525 | |||||||
| Derek T. Kanehira | $ | 16,165 | $ | — | $ | 2,727 | $ | — | $ | 26,641 | |||||||
| Scott G. Morita | $ | — | $ | — | $ | — | $ | — | $ | — | |||||||
1.Represents contributions under the 2024 Amended and Restated Deferred Compensation Plan earned in the last fiscal year and accrued in the aggregate balance at last FYE and also included in the column (i) All Other Compensation in the 2025 Summary Compensation Table and in prior years to the extent of registrant contributions.
2.Represents interest and gains earned on the prior year’s cash account balance.
Potential Payments Upon Termination or Change in Control
Change in Control Agreements: A&B has entered into Change in Control Agreements with each of the NEOs that are intended to encourage their continued employment with A&B by providing them with greater security in the event of termination of their employment following a change in control of A&B and certain terminations prior to a change in control. The Company has adopted a participation policy that extends these agreements to those senior level executives whose employment would be most likely at risk upon a change in control. Each Change in Control Agreement has an initial one-year term and is automatically extended at the end of each term for a successive one-year period, unless terminated by A&B. The Change in Control Agreements provide for certain severance benefits if the executive’s employment is terminated by A&B without “cause” or by the executive for “good reason” within a specified period following (or prior to) a “Change in Control Event” of A&B, in each case as defined in the agreement, as follows: Upon a termination of employment under the above circumstances, the executive will be entitled to receive (i) a lump-sum severance payment equal to two times the sum of the executive’s base salary and target bonus, (ii) pro rata payment at target with respect to outstanding contingent awards for uncompleted performance periods, (iii) a lump sum payment of amounts due the executive under deferred compensation plans, and (iv) an amount equal to the positive spread between the exercise price of outstanding options held by the executive and the fair market value of the underlying shares at the time of termination. In addition, A&B will maintain all (or provide similar) life, health and dental insurance benefit plans for the executive’s continued benefit for a period of two years after termination or pay a taxable cash payment equal to the employer cost of providing such benefits. A&B will also reimburse executives for individual outplacement counseling services up to $10,000. These are “double trigger” agreements under which no payments are made and long-term incentives do not accelerate unless both a change in control and a qualifying termination of employment occurs.
In the event that any amount payable to the executive is deemed under the Internal Revenue Code to be made in connection with a change in control of the Company, and such payments would result in the excise tax imposed on “excess parachute payments” under the Internal Revenue Code, the Change in Control Agreements provide that the executive’s payments will be reduced to an amount that would not result in the imposition of the excise tax, to the extent that such reduction would result in a greater after-tax benefit to the executive. No tax gross-up payments are provided by the Change in Control Agreements.
Executive Severance Plan: The Company also maintains the Executive Severance Plan (“Severance Plan”) that covers the NEOs. The Severance Plan continues from year to year, subject to a periodic review by the Compensation Committee. The Severance Plan provides certain severance benefits if a designated executive is involuntarily terminated without “cause,” as defined in the Severance Plan, or laid off from employment as part of a job elimination/restructuring or reduction in force. Upon such termination of employment and execution of a release agreement acceptable to the Company, the executive will be entitled to receive an amount equal to twelve months’ base salary, payable in equal installments over a period of one year, continued payment by the Company of life and disability insurance premiums and COBRA premiums for continued group health plan coverage for a maximum of twelve months, reimbursement for outplacement counseling services and a prorated share of incentive plan awards at target levels under the PIIP/AIP that would have been payable to the executive had he or she remained employed until the end of the applicable performance period. Benefits under the Executive Severance Plan are not available in the event of a termination that results in severance benefits under a Change in Control Agreement.
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Voluntary Resignation: If the executive voluntarily resigns from the Company, no amounts are payable under the Severance Plan or the PIIP/AIP. The executive may be entitled to receive retirement and retiree health and welfare benefits to the extent those benefits have been earned or vested under the provisions of the plans. The executive may have up to three to six months after termination to exercise vested stock options at the time of termination. In addition, the executive would be entitled to any amounts voluntarily deferred (and the earnings accrued) under the tax-qualified A&B IDC Plan.
Other benefits, as described in the CD&A section of this Proxy Statement, may include accrued, vested benefits under the Qualified Retirement Plan, the Excess Benefits Plan, the Non-Qualified Defined Contribution Plan, and 2024 Amended and Restated Deferred Compensation Plan. See also the Pension Benefits for 2025 table and the 2025 Nonqualified Deferred Compensation Table and accompanying narrative thereunder.
The following tables show the potential value to each executive under various termination-related scenarios, assuming that the termination of employment or other circumstances resulting in payment occurred on December 31, 2025. The amounts in the table do not include amounts that our NEOs were already entitled to receive, or were vested in, as of December 31, 2025, and take into account the implementation of the Section 280G Mitigation Actions (and thus exclude the accelerated company equity awards resulting from the implementation of the Section 280G Mitigation Actions). The amounts accelerated in connection with the 280G Mitigation Actions are neither “single-trigger” nor “double-trigger” benefits because the actions are neither contingent upon the occurrence of a change in control nor a subsequent termination of employment.
Executive Termination Scenarios
| Lance K. Parker | |||||||||||||||||||||||||||||||||||||||||
| Components | Change in Control w/Qualifying Termination | Termination w/o Cause(1) | Termination w/Cause | Voluntary Resignation | Death | Disability(2) | Retirement(3) | ||||||||||||||||||||||||||||||||||
| Cash Severance | $ | 1,967,197 | $ | 731,300 | --- | --- | --- | --- | --- | ||||||||||||||||||||||||||||||||
| Retirement Benefits(4) | $ | 18,947 | $ | 18,947 | $ | 18,947 | $ | 18,947 | $ | 18,947 | --- | Not Yet Eligible | |||||||||||||||||||||||||||||
| Health & Welfare Benefits | $ | 59,150 | $ | 29,575 | --- | --- | --- | --- | --- | ||||||||||||||||||||||||||||||||
| Outplacement Counseling | $ | 10,000 | $ | 10,000 | --- | --- | --- | --- | --- | ||||||||||||||||||||||||||||||||
| Long-Term Incentives(5) | $ | 2,493,892 | --- | --- | --- | $ | 541,924 | $ | 541,924 | $ | 541,924 | ||||||||||||||||||||||||||||||
| Total | $ | 4,549,186 | $ | 789,822 | $ | 18,947 | $ | 18,947 | $ | 560,871 | $ | 541,924 | $ | 541,924 | |||||||||||||||||||||||||||
| Clayton K. Y. Chun | |||||||||||||||||||||||||||||||||||||||||
| Components | Change in Control w/Qualifying Termination | Termination w/o Cause(1) | Termination w/Cause | Voluntary Resignation | Death | Disability(2) | Retirement(3) | ||||||||||||||||||||||||||||||||||
| Cash Severance | $ | 1,026,951 | $ | 424,360 | --- | --- | --- | --- | --- | ||||||||||||||||||||||||||||||||
| Retirement Benefits(4) | --- | --- | --- | --- | --- | --- | Not Yet Eligible | ||||||||||||||||||||||||||||||||||
| Health & Welfare Benefits | $ | 45,833 | $ | 22,917 | --- | --- | --- | --- | --- | ||||||||||||||||||||||||||||||||
| Outplacement Counseling | $ | 10,000 | $ | 10,000 | --- | --- | --- | --- | --- | ||||||||||||||||||||||||||||||||
| Long-Term Incentives(5) | $ | 658,797 | --- | --- | --- | $ | 63,385 | $ | 63,385 | $ | 63,385 | ||||||||||||||||||||||||||||||
| Total | $ | 1,741,581 | $ | 457,277 | $ | — | $ | — | $ | 63,385 | $ | 63,385 | $ | 63,385 | |||||||||||||||||||||||||||
| Meredith J. Ching (6) | |||||||||||||||||||||||||||||||||||||||||
| Components | Change in Control w/Qualifying Termination | Termination w/o Cause(1) | Termination w/Cause | Voluntary Resignation | Death | Disability(2) | Retirement(3) | ||||||||||||||||||||||||||||||||||
| Cash Severance | --- | --- | --- | --- | --- | --- | --- | ||||||||||||||||||||||||||||||||||
| Retirement Benefits(4) | --- | --- | --- | --- | --- | --- | --- | ||||||||||||||||||||||||||||||||||
| Health & Welfare Benefits | --- | --- | --- | --- | --- | --- | --- | ||||||||||||||||||||||||||||||||||
| Outplacement Counseling | --- | --- | --- | --- | --- | --- | --- | ||||||||||||||||||||||||||||||||||
| Long-Term Incentives(5) | --- | --- | --- | --- | $ | 264,109 | $ | 264,109 | $ | 264,109 | |||||||||||||||||||||||||||||||
| Total | $ | — | $ | — | $ | — | $ | — | $ | 264,109 | $ | 264,109 | $ | 264,109 | |||||||||||||||||||||||||||
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| Derek T. Kanehira | |||||||||||||||||||||||||||||||||||||||||
| Components | Change in Control w/Qualifying Termination | Termination w/o Cause(1) | Termination w/Cause | Voluntary Resignation | Death | Disability(2) | Retirement(3) | ||||||||||||||||||||||||||||||||||
| Cash Severance | $ | 595,913 | $ | 262,517 | --- | --- | --- | --- | --- | ||||||||||||||||||||||||||||||||
| Retirement Benefits(4) | --- | --- | --- | --- | --- | --- | --- | ||||||||||||||||||||||||||||||||||
| Health & Welfare Benefits | $ | 15,777 | $ | 7,889 | --- | --- | --- | --- | --- | ||||||||||||||||||||||||||||||||
| Outplacement Counseling | $ | 10,000 | $ | 10,000 | --- | --- | --- | --- | --- | ||||||||||||||||||||||||||||||||
| Long-Term Incentives(5) | $ | 378,577 | --- | --- | --- | $ | 149,021 | $ | 149,021 | $ | 149,021 | ||||||||||||||||||||||||||||||
| Total | $ | 1,000,267 | $ | 280,405 | $ | — | $ | — | $ | 149,021 | $ | 149,021 | $ | 149,021 | |||||||||||||||||||||||||||
| Scott G. Morita | |||||||||||||||||||||||||||||||||||||||||
| Components | Change in Control w/Qualifying Termination | Termination w/o Cause(1) | Termination w/Cause | Voluntary Resignation | Death | Disability(2) | Retirement(3) | ||||||||||||||||||||||||||||||||||
| Cash Severance | $ | 728,000 | $ | 325,000 | --- | --- | --- | --- | --- | ||||||||||||||||||||||||||||||||
| Retirement Benefits(4) | --- | --- | --- | --- | --- | --- | --- | ||||||||||||||||||||||||||||||||||
| Health & Welfare Benefits | $ | 205 | $ | 103 | --- | --- | --- | --- | --- | ||||||||||||||||||||||||||||||||
| Outplacement Counseling | $ | 10,000 | $ | 10,000 | --- | --- | --- | --- | --- | ||||||||||||||||||||||||||||||||
| Long-Term Incentives(5) | $ | 278,752 | --- | --- | --- | $ | 101,590 | $ | 101,590 | $ | 101,590 | ||||||||||||||||||||||||||||||
| Total | $ | 1,016,957 | $ | 335,103 | $ | — | $ | — | $ | 101,590 | $ | 101,590 | $ | 101,590 | |||||||||||||||||||||||||||
1.Assumes execution of an acceptable release agreement as provided by the Severance Plan.
2.If an NEO is disabled, the executive will continue to accrue credited vesting service as long as he/she is continuously receiving disability benefits under A&B’s sickness benefits plan or long-term disability benefit plan. Should the NEO stop receiving disability benefits, the accrual of credited vesting service will cease. Upon the later of attainment of age 65 or the date at which the executive is no longer eligible for disability benefits, the NEO will be entitled to receive a pension benefit based on years of credited benefit service and compensation prior to becoming disabled. Credited benefit service shall not include any periods of disability after December 31, 2011.
3.Normal retirement is at age 65. An executive with 5 years of service may retire at age 62 with unreduced traditional defined benefit pension benefits. Employees may elect early retirement after attaining age 55 and completing 5 years of service.
4.Retirement Benefits figures are incremental to the values shown in the Pension Benefits Table, which uses a different set of assumptions for timing of termination as described in the related narrative.
5.Includes the gain on accelerated stock options, if any, and the value of accelerated restricted stock and PSUs. The value of stock awards was determined based on the closing price of A&B common stock on December 31, 2025 of $20.64. Pro-rata vesting will apply upon death, disability and retirement.
6.Ms. Ching retired on December 31, 2025.
All amounts shown are lump-sum payments, unless otherwise noted. Assumptions used in the tables above are set forth in the Pension Benefits section, with the exception of non-qualified Change in Control benefits, which were calculated based on lump sum assumptions as of December 31, 2025 (2.48% (for the first 5 years), 3.12% (next 15 years) and 3.62% (years in excess of 20)).
The Excess Benefits Plan benefits are paid, upon termination, as a lump sum equal to the present value of the traditional defined benefit assumed to be paid on a life annuity basis plus the cash balance account. The lump sum conversion was based on interest rates (with 39% marginal tax rate adjustment) and mortality used in our financial disclosures and included in the Pension Benefits section.
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CEO to Median Employee Pay Ratio Information
As required by Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and Item 402(u) of Regulation S-K, we are providing information about the relationship of the annual total compensation of our employees and the annual total compensation of our CEO. The pay ratio included in this information is a reasonable estimate calculated in a manner consistent with Item 402(u) of Regulation S-K.
In determining the summary compensation table amount of pay for our CEO and the median employee, management employed the same methodology used for NEOs as set forth in the 2025 Summary Compensation Table, except that the Company’s contribution to employee health plans was also included. As illustrated below, using the Total Pay amounts, A&B’s 2025 CEO to median employee pay ratio is 25:1.
CEO to Median Pay Ratio
| Summary Compensation Table Amount | + | Company Contribution to Health Plans | = | Total Pay | |||||||||||||
| CEO | $ | 4,709,572 | $ | 22,340 | $ | 4,731,912 | |||||||||||
| Median Employee | $ | 167,374 | $ | 22,890 | $ | 190,264 | |||||||||||
As permitted by Item 402(u) of Regulation S-K, for fiscal year 2025 we used the same median employee for the pay ratio as was used for the pay ratio in the Proxy Statement for fiscal year 2023. Our workforce has remained stable since December 2023 and we determined that there are no changes to the employee population or compensation arrangements that would result in a significant change in the pay ratio disclosure.
The median employee was identified using the following steps:
1.We selected December 31, 2023, as the determination date and collected pay data for those employees who were employed by the Company on this date. We determined that, as of December 31, 2023, our employee population consisted of 104 full-time and part-time employees, with all of these individuals located in the United States.
2.To identify the "median employee," we selected a consistently applied compensation measure of base salary plus target bonus plus the grant date fair value of long-term incentives granted, as reflected in our payroll records through December 31, 2023. When determining the "median employee," we used annualized values of base salary for all employees who were employed for a partial year.
3.Once we identified our median employee, we combined all of the elements of such employee’s compensation for 2025 in accordance with the requirements of Item 402(c)(2)(x) of Regulation S-K, resulting in annual total compensation of $163,333.
4.With respect to the annual total compensation of our CEO, we used the amount reported in the “Total” column (column (j)) of our 2025 Summary Compensation Table included in Part III, Item 11 plus the Company contribution to health plans.
The pay ratio is a reasonable estimate calculated based on rules and guidance provided by the SEC. The SEC rules allow for varying methodologies for companies to identify their median employee; and other companies may have different employment and compensation practices and may utilize different methodologies, exclusions, estimates and assumptions in calculating their own pay ratios. Consequently, the pay ratios reported by other companies are unlikely to be relevant or meaningful for purposes of comparison to our pay ratio as reported here.
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Executive Compensation – Pay Versus Performance
As described in the CD&A beginning on page 99, our executive compensation programs aim to be competitive with our peers and aligned with our business strategy and corporate objectives. Our compensation philosophy emphasizes a pay for performance culture focused on the long-term interests of our shareholders. We believe that this alignment between executive compensation and shareholder interests will drive corporate performance over time. Additionally, the Company maintains strong governance and pay practices, including meaningful share ownership guidelines for directors and executive officers, clawback policies that apply to short-term cash awards and long-term equity awards, “double trigger” change in control benefits and performance of an annual compensation risk assessment by our Compensation Committee.
For purposes of the following executive compensation disclosures, the individuals listed below are referred to collectively as our "Named Executive Officers" for 2025.
•Lance K. Parker, President and Chief Executive Officer
•Clayton K. Y. Chun, Executive Vice President, Chief Financial Officer and Treasurer
•Meredith J. Ching, Executive Vice President, External Affairs
•Derek T. Kanehira, Senior Vice President, Human Resources
•Scott G. Morita, Senior Vice President and Corporate Counsel
Pay Versus Performance
(dollars in thousands, except as indicated)
| Current PEO | Former PEO | Average to Non-PEO Named Executive Officers | Value of Initial Fixed $100 Investment based on: | |||||||||||||||||||||||||||||
| Year | Summary Comp. Table Total (2) | Comp. Actually Paid (1) | Summary Comp. Table Total (2) | Comp. Actually Paid (1) | Summary Comp. Table Total (2) | Comp. Actually Paid (1) | Total Shareholder Return (3) | Peer Group Total Shareholder Return (3) | Net Income (millions) | CRE Same- Store NOI Growth (4) | ||||||||||||||||||||||
| (a) | (b) | (c) | (b) | (c) | (d) | (e) | (f) | (g) | (h) | (i) | ||||||||||||||||||||||
| 2025 | $ | $ | N/A | N/A | $ | $ | $ | $ | $ | % | ||||||||||||||||||||||
| 2024 | $ | $ | N/A | N/A | $ | $ | $ | $ | $ | % | ||||||||||||||||||||||
| 2023 | $ | $ | $ | $ | $ | $ | $ | $ | $ | % | ||||||||||||||||||||||
| 2022 | N/A | N/A | $ | $ | $ | $ | $ | $ | $ | - | % | |||||||||||||||||||||
| 2021 | N/A | N/A | $ | $ | $ | $ | $ | $ | $ | % | ||||||||||||||||||||||
1.The following tables set forth the adjustments made to the Summary Compensation Table ("SCT") total compensation during each year represented in the PVP Table to arrive at compensation “actually paid” to our NEOs during each of the years specified in the PVP Table:
(dollars in thousands) | |||||||||||||||||||||||||||||
| Adjustments to Determining Compensation "Actually Paid" for Current PEO - Lance K. Parker | 2025 | 2024 | 2023 | 2022 | 2021 | ||||||||||||||||||||||||
| Deduction for Change in the Actuarial Present Values reported under the “Change in Pension Value and Nonqualified Deferred Compensation Earnings” Column of the SCT | $ | ( | $ | ( | $ | ( | N/A | N/A | |||||||||||||||||||||
| Deduction for Amounts Reported under the “Stock Awards” Column in the SCT | ( | ( | ( | N/A | N/A | ||||||||||||||||||||||||
| Increase for Fair Value of Awards Granted during year that Remain Unvested as of Year end | N/A | N/A | |||||||||||||||||||||||||||
| Increase for Fair Value of Awards Granted during year that Vest during year | ( | N/A | N/A | ||||||||||||||||||||||||||
| Increase/deduction for Change in Fair Value from prior Year-end to current Year-end of Awards Granted Prior to year that were Outstanding and Unvested as of Year-end | ( | N/A | N/A | ||||||||||||||||||||||||||
| Increase/deduction for Change in Fair Value from Prior Year-end to Vesting Date of Awards Granted Prior to year that Vested during year | ( | N/A | N/A | ||||||||||||||||||||||||||
| Increase based on Dividends or Other Earnings Paid during year prior to Vesting Date of Award | N/A | N/A | |||||||||||||||||||||||||||
| Total Adjustments | $ | $ | ( | $ | ( | N/A | N/A | ||||||||||||||||||||||
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(dollars in thousands) | |||||||||||||||||||||||||||||
| Adjustments to Determining Compensation "Actually Paid" for Former PEO - Christopher J. Benjamin | 2025 | 2024 | 2023 | 2022 | 2021 | ||||||||||||||||||||||||
| Deduction for Change in the Actuarial Present Values reported under the “Change in Pension Value and Nonqualified Deferred Compensation Earnings” Column of the SCT | N/A | N/A | $ | ( | $ | $ | |||||||||||||||||||||||
| Deduction for Amounts Reported under the “Stock Awards” Column in the SCT | N/A | N/A | ( | ( | ( | ||||||||||||||||||||||||
| Increase for Fair Value of Awards Granted during year that Remain Unvested as of Year end | N/A | N/A | |||||||||||||||||||||||||||
| Increase/deduction for Change in Fair Value from prior Year-end to current Year-end of Awards Granted Prior to year that were Outstanding and Unvested as of Year-end | N/A | N/A | ( | ( | |||||||||||||||||||||||||
| Increase/deduction for Change in Fair Value from Prior Year-end to Vesting Date of Awards Granted Prior to year that Vested during year | N/A | N/A | ( | ||||||||||||||||||||||||||
| Deduction of Fair Value of Awards Granted Prior to year that were Forfeited during year | N/A | N/A | ( | ||||||||||||||||||||||||||
| Increase based on Dividends or Other Earnings Paid during year prior to Vesting Date of Award | N/A | N/A | |||||||||||||||||||||||||||
| Total Adjustments | N/A | N/A | $ | ( | $ | ( | $ | ||||||||||||||||||||||
| (dollars in thousands) | |||||||||||||||||||||||||||||
| Adjustments to Determining Compensation "Actually Paid" for Non-PEO NEOs | 2025 | 2024 | 2023 | 2022 | 2021 | ||||||||||||||||||||||||
| Deduction for Change in the Actuarial Present Values reported under the “Change in Pension Value and Nonqualified Deferred Compensation Earnings” Column of the SCT | $ | $ | ( | $ | $ | $ | ( | ||||||||||||||||||||||
| Deduction for Amounts Reported under the “Stock Awards” Column in the SCT | ( | ( | ( | ( | ( | ||||||||||||||||||||||||
| Increase for Fair Value of Awards Granted during year that Remain Unvested as of Year end | |||||||||||||||||||||||||||||
| Increase for Fair Value of Awards Granted during year that Vest during year | |||||||||||||||||||||||||||||
| Increase/deduction for Change in Fair Value from prior Year-end to current Year-end of Awards Granted Prior to year that were Outstanding and Unvested as of Year-end | ( | ( | ( | ||||||||||||||||||||||||||
| Increase/deduction for Change in Fair Value from Prior Year-end to Vesting Date of Awards Granted Prior to year that Vested during year | ( | ( | |||||||||||||||||||||||||||
| Deduction of Fair Value of Awards Granted Prior to year that were Forfeited during year | ( | ( | ( | ( | |||||||||||||||||||||||||
| Increase based on Dividends or Other Earnings Paid during year prior to Vesting Date of Award | |||||||||||||||||||||||||||||
| Total Adjustments | $ | $ | ( | $ | ( | $ | ( | $ | |||||||||||||||||||||
2.For fiscal years 2021 through 2022, Christopher J. Benjamin Lance K. Parker and Christopher J. Benjamin are included as the Current PEO and Former PEO, respectively. For fiscal years 2024 through 2025, Lance K. Parker
3.TSR is determined based on an initial fixed investment of $100 on December 31, 2019. The peer group TSR is represented by the FTSE Nareit Equity Shopping Centers index.
4.CRE Same-Store NOI Growth is a non-GAAP measure defined as Commercial Real Estate contractually-based operating revenue that is realizable (i.e., assuming collectability is deemed probable) less the direct property-related operating expenses paid or payable in cash. The calculation of NOI excludes the impact of depreciation and amortization (e.g., depreciation related to capitalized costs for improved properties, other capital expenditures for building/area improvements and tenant space improvements, as well as amortization of leasing commissions); straight-line lease adjustments (including amortization of lease incentives); amortization of favorable/unfavorable lease assets/liabilities; lease termination income; interest and other income (expense), net; selling, general, administrative and other expenses (not directly associated with the property); and impairment of commercial real estate assets. Refer to the Use of Non-GAAP Financial Measures section in Part III, Item 11 for additional information.
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The PVP table shows the relationship between Compensation Actually Paid and our performance as measured by TSR (both on an absolute basis and in relation to the FTSE Nareit Equity Shopping Centers index), Net Income and CRE Same-Store NOI Growth. The following charts describe the link between performance of each of these metrics and compensation actually paid for the years ending in 2021 through 2025.
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| Most Important Company Performance Measures for Determining NEO Compensation | ||
Use of Non-GAAP Financial Measures
NOI is a non-GAAP measure used internally in evaluating the unlevered performance of the Company's Commercial Real Estate portfolio. Management believes NOI provides useful information to investors regarding the Company's financial condition and results of operations because it reflects only the contract-based income and cash-based expense items that are incurred at the property level. When compared across periods, NOI can be used to determine trends in earnings of the Company's properties as this measure is not affected by non-contract-based revenue (e.g., straight-line lease adjustments required under GAAP); by non-cash expense recognition items (e.g., the impact of depreciation and amortization expense or impairments); or by other income, expenses, gains, or losses that do not directly relate to the Company's ownership and operations of the properties (e.g., indirect selling, general, administrative and other expenses, as well as lease termination income). Management believes the exclusion of these items from operating profit (loss) is useful because the resulting measure captures the contract-based revenue that is realizable (i.e., assuming collectability is deemed probable) and the direct property-related expenses paid or payable in cash that are incurred in operating the Company's Commercial Real Estate portfolio, as well as trends in occupancy rates, rental rates and operating costs. NOI should not be viewed as a substitute for, or superior to, financial measures calculated in accordance with GAAP.
NOI represents total Commercial Real Estate contract-based operating revenue that is realizable (i.e., assuming collectability is deemed probable) less the direct property-related operating expenses paid or payable in cash. The calculation of NOI excludes the impact of depreciation and amortization (e.g., depreciation related to capitalized costs for improved properties, other capital expenditures for building/area improvements and tenant space improvements, as well as amortization of leasing commissions); straight-line lease adjustments (including amortization of lease incentives); amortization of favorable/unfavorable lease assets/liabilities; lease termination income; interest and other income (expense), net; selling, general, administrative and other expenses (not directly associated with the property); and impairment of commercial real estate assets.
The Company also reports NOI on a Same-Store basis, which includes the results of properties that were owned, operated, and stabilized for the entirety of the prior calendar year and current reporting period, year-to-date. The Same-Store pool excludes properties under development, and properties acquired or sold during either of the comparable reporting periods. The Same-Store pool may also exclude properties that are fully or partially taken out of service for the purpose of redevelopment or
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repositioning. Management judgment is involved in the classification of properties for exclusion from the same-store pool when they are no longer considered stabilized due to redevelopment or other factors. Properties are moved into the Same-Store pool after one full calendar year of stabilized operation.
Management believes that reporting on a Same-Store basis provides investors with additional information regarding the operating performance of comparable assets separate from other factors (such as the effect of developments, redevelopments, acquisitions or dispositions).
The Company’s methods of calculating non-GAAP measures may differ from methods employed by other companies and thus may not be comparable to such other companies.
A reconciliation of Commercial Real Estate operating profit to NOI, Same-Store NOI and Non-Same Store NOI follows:
| Year Ended | ||||||||
(In thousands) | 2025 | 2024 | ||||||
| Commercial Real Estate Operating Profit | $ | 90,929 | $ | 89,411 | ||||
| Adjustments: | ||||||||
| Depreciation and amortization | 38,133 | 36,093 | ||||||
| Straight-line lease adjustments | (757) | (2,736) | ||||||
| Favorable/(unfavorable) lease amortization | (355) | (371) | ||||||
| Sales-type lease adjustments | (656) | — | ||||||
| Termination fees and other | (654) | (347) | ||||||
| Interest and other income (expense), net | (95) | (184) | ||||||
| Impairment of assets | — | 256 | ||||||
| Selling, general and administrative | 5,984 | 5,356 | ||||||
| NOI | $ | 132,529 | $ | 127,478 | ||||
| Less: NOI from acquisitions, dispositions and other adjustments | (3,346) | (2,771) | ||||||
| Same-store NOI | $ | 129,183 | $ | 124,707 | ||||
| Same-store NOI Growth | 3.6 | % | ||||||
Funds from operations (“FFO”) is a widely used supplemental non-GAAP financial measure of REITs' operating performance. FFO is computed in accordance with standards established by the National Association of Real Estate Investment Trusts (“Nareit”) and is calculated as follows: net income (loss) available to A&B common shareholders (calculated in accordance with GAAP), excluding (1) depreciation and amortization related to real estate, (2) gains and losses from the sale of certain real estate assets, (3) gains and losses from change in control, (4) impairment write-downs of certain real estate assets and investments in entities when the impairment is directly attributable to decreases in the value of depreciable real estate held by the entity, and (5) income (loss) from discontinued operations related to legacy business operations.
Management believes that FFO serves as a supplemental measure to net income calculated in accordance with GAAP for comparing its performance and operations to those of other REITs because it excludes items included in net income that do not relate to or are not indicative of the Company’s operating and financial performance, such as depreciation and amortization related to real estate, which assumes that the value of real estate assets diminishes predictably over time instead of fluctuating with market conditions, and items that can make periodic or peer analysis more difficult, such as gains and losses from the sale of CRE properties, impairment losses related to CRE properties, and income (loss) from discontinued operations. Management believes that FFO more accurately provides an investor an indication of our ability to incur and service debt, make capital expenditures and fund other needs.
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FFO per diluted share:
(In thousands, except per share amounts) | 2025 | ||||
| Net Income (Loss) available to A&B common shareholders | $ | 64,674 | |||
| Adjustments: | |||||
| Depreciation and amortization of commercial real estate properties | 38,120 | ||||
| Gain on the disposal of commercial real estate properties, net | (7,454) | ||||
| (Income) loss from discontinued operations, net of income taxes | (89) | ||||
| FFO | $ | 95,251 | |||
| Weighted average diluted shares outstanding | 73,047 | ||||
| FFO per diluted share | $ | 1.30 | |||
FFO per diluted share related to CRE and Corporate:
(In thousands, except per share amounts) | 2025 | ||||
| Net Income (Loss) available to A&B common shareholders | $ | 64.7 | |||
| Adjustments: | |||||
| Depreciation and amortization of commercial real estate properties | 38.1 | ||||
| Gain on the disposal of commercial real estate properties, net | (7.5) | ||||
| (Income) loss from discontinued operations, net of income taxes | (0.1) | ||||
| Land Operations Segment Operating Profit | (17.8) | ||||
| FFO related to CRE and Corporate | $ | 77.4 | |||
| Weighted average diluted shares outstanding | 73.0 | ||||
| FFO per diluted share related to CRE and Corporate | $ | 1.06 | |||
Net Debt is calculated by adjusting the Company's total debt to its notional amount (by excluding unamortized premium, discount and capitalized loan fees) and by subtracting cash and cash equivalents recorded in the Company's consolidated balance sheets.
Earnings Before Interest, Taxes, Depreciation and Amortization ("EBITDA") is calculated on a consolidated basis ("Consolidated EBITDA") by adjusting the Company’s consolidated net income (loss) to exclude the impact of interest expense, income taxes and depreciation and amortization. Consolidated Adjusted EBITDA is calculated by adjusting Consolidated EBITDA for items identified as non-recurring, infrequent or unusual that are not expected to recur in the Company’s core business.
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Net Debt to Trailing Twelve Months ("TTM") Consolidated Adjusted EBITDA:
Year to Date | ||||||||||||||||||||||||||
(In thousands) | March 31, | June 30, | September 30, | December 31, | March 31, | June 30, | September 30, | December 31, | ||||||||||||||||||
| 2022 | 2022 | 2022 | 2022 | 2023 | 2023 | 2023 | 2023 | |||||||||||||||||||
| Total debt | N/A | N/A | N/A | N/A | $ | 479,250 | $ | 506,939 | $ | 507,614 | $ | 463,964 | ||||||||||||||
| Net unamortized deferred financing cost / discount (premium) | N/A | N/A | N/A | N/A | 201 | 187 | 172 | 149 | ||||||||||||||||||
| Cash and cash equivalents | N/A | N/A | N/A | N/A | (10,729) | (8,150) | (11,841) | (13,517) | ||||||||||||||||||
| Net debt | N/A | N/A | N/A | N/A | $ | 468,722 | $ | 498,976 | $ | 495,945 | $ | 450,596 | ||||||||||||||
| Net Income (Loss) | $ | 11,068 | $ | 15,365 | $ | 22,243 | $ | (49,581) | $ | 5,308 | $ | 20,302 | $ | 36,201 | $ | 32,963 | ||||||||||
| Adjustments: | ||||||||||||||||||||||||||
| Depreciation and amortization | 9,871 | 19,682 | 28,870 | 38,022 | 9,181 | 18,334 | 27,572 | 36,791 | ||||||||||||||||||
| Interest expense | 5,713 | 11,331 | 16,796 | 22,254 | 5,041 | 10,898 | 16,975 | 22,963 | ||||||||||||||||||
| Income tax expense (benefit) | — | (18,131) | (18,136) | (18,252) | 5 | 7 | 7 | 35 | ||||||||||||||||||
Depreciation and amortization related to discontinued operations | 1,479 | 2,978 | 4,270 | 5,764 | — | — | — | — | ||||||||||||||||||
Interest expense related to discontinued operations | 13 | 30 | 101 | 263 | 196 | 391 | 484 | 496 | ||||||||||||||||||
| Consolidated EBITDA | 28,144 | 31,255 | 54,144 | (1,530) | 19,731 | 49,932 | 81,239 | 93,248 | ||||||||||||||||||
| Asset impairments | — | — | — | 5,083 | — | — | 649 | 4,768 | ||||||||||||||||||
Pension termination | 3,188 | 76,907 | 76,907 | 76,907 | — | — | — | — | ||||||||||||||||||
| (Gain) loss on fair value adjustments related to interest rate swaps | — | — | — | — | — | — | — | 2,718 | ||||||||||||||||||
| (Income) loss from discontinued operations, net of income taxes and excluding depreciation, amortization and interest expense | (2,855) | (3,434) | (5,684) | 80,617 | 4,002 | (399) | (4,386) | 7,351 | ||||||||||||||||||
| Consolidated Adjusted EBITDA | 28,477 | 104,728 | 125,367 | 161,077 | 23,733 | 49,533 | 77,502 | 108,085 | ||||||||||||||||||
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Year to Date | ||||||||||||||||||||||||||
(In thousands) | March 31, | June 30, | September 30, | December 31, | March 31, | June 30, | September 30, | December 31, | ||||||||||||||||||
| 2024 | 2024 | 2024 | 2024 | 2025 | 2025 | 2025 | 2025 | |||||||||||||||||||
| Total debt | $ | 457,574 | $ | 469,804 | $ | 472,179 | $ | 474,837 | $ | 452,843 | $ | 450,297 | $ | 475,231 | $ | 491,585 | ||||||||||
| Net unamortized deferred financing cost / discount (premium) | 142 | 306 | 329 | 347 | 327 | 312 | 296 | 2,367 | ||||||||||||||||||
| Cash and cash equivalents | (15,683) | (29,523) | (17,919) | (33,436) | (16,855) | (8,579) | (17,294) | (11,303) | ||||||||||||||||||
| Net debt | $ | 442,033 | $ | 440,587 | $ | 454,589 | $ | 441,748 | $ | 436,315 | $ | 442,030 | $ | 458,233 | $ | 482,649 | ||||||||||
| Net Income (Loss) | $ | 19,982 | $ | 29,090 | $ | 48,094 | $ | 60,537 | $ | 21,433 | $ | 46,561 | $ | 60,898 | $ | 64,674 | ||||||||||
| Adjustments: | ||||||||||||||||||||||||||
| Depreciation and amortization | 9,034 | 17,979 | 26,979 | 36,312 | 9,207 | 19,268 | 28,912 | 38,338 | ||||||||||||||||||
| Interest expense | 5,510 | 11,439 | 17,119 | 23,169 | 5,802 | 11,658 | 17,617 | 23,801 | ||||||||||||||||||
| Income tax expense (benefit) | — | 99 | 174 | 174 | (39) | (99) | (24) | (69) | ||||||||||||||||||
| Consolidated EBITDA | $ | 34,526 | $ | 58,607 | $ | 92,366 | $ | 120,192 | $ | 36,403 | $ | 77,388 | $ | 107,403 | $ | 126,744 | ||||||||||
| Asset impairments | — | — | — | 256 | — | — | 406 | 406 | ||||||||||||||||||
| (Gain) loss on commercial real estate transactions | — | — | — | — | (4,103) | (4,103) | (6,659) | (7,454) | ||||||||||||||||||
| (Gain) loss on fair value adjustments related to interest rate swaps | (3,675) | (3,675) | (3,675) | (3,675) | — | — | — | — | ||||||||||||||||||
Non-recurring financing and Merger transaction-related charges | 2,350 | 2,350 | 2,350 | 2,350 | — | — | — | 7,101 | ||||||||||||||||||
| (Income) loss from discontinued operations, net of income taxes and excluding depreciation, amortization and interest expense | 256 | 2,881 | 3,181 | 3,466 | (139) | (116) | (77) | (89) | ||||||||||||||||||
| Consolidated Adjusted EBITDA | $ | 33,457 | $ | 60,163 | $ | 94,222 | $ | 122,589 | $ | 32,161 | $ | 73,169 | $ | 101,073 | $ | 126,708 | ||||||||||
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(In thousands, except Net Debt to TTM Consolidated Adjusted EBITDA) | TTM Consolidated Adjusted EBITDA | Quarter End Net Debt | Net Debt to TTM Consolidated Adjusted EBITDA | Twelve Quarter Average Net Debt to TTM Consolidated Adjusted EBITDA | ||||||||||
| December 31, 2022 | $ | 161,077 | ||||||||||||
| Less: March 31, 2022 | 28,477 | |||||||||||||
| Add: March 31, 2023 | 23,733 | |||||||||||||
| TTM March 31, 2023 | $ | 156,333 | $ | 468,722 | 3.0 | |||||||||
| December 31, 2022 | $ | 161,077 | ||||||||||||
| Less: June 30, 2022 | 104,728 | |||||||||||||
| Add: June 30, 2023 | 49,533 | |||||||||||||
| TTM June 30, 2023 | $ | 105,882 | $ | 498,976 | 4.7 | |||||||||
| December 31, 2022 | $ | 161,077 | ||||||||||||
| Less: September 30, 2022 | 125,367 | |||||||||||||
| Add: September 30, 2023 | 77,502 | |||||||||||||
| TTM September 30, 2023 | $ | 113,212 | $ | 495,945 | 4.4 | |||||||||
| December 31, 2023 | $ | 108,085 | $ | 450,596 | 4.2 | |||||||||
| December 31, 2023 | $ | 108,085 | ||||||||||||
| Less: March 31, 2023 | 23,733 | |||||||||||||
| Add: March 31, 2024 | 33,457 | |||||||||||||
| TTM March 31, 2024 | $ | 117,809 | $ | 442,033 | 3.8 | |||||||||
| December 31, 2023 | $ | 108,085 | ||||||||||||
| Less: June 30, 2023 | 49,533 | |||||||||||||
| Add: June 30, 2024 | 60,163 | |||||||||||||
| TTM June 30, 2024 | $ | 118,715 | $ | 440,587 | 3.7 | |||||||||
| December 31, 2023 | $ | 108,085 | ||||||||||||
| Less: September 30, 2023 | 77,502 | |||||||||||||
| Add: September 30, 2024 | 94,222 | |||||||||||||
| TTM September 30, 2024 | $ | 124,805 | $ | 454,589 | 3.6 | |||||||||
| December 31, 2024 | $ | 122,589 | $ | 441,748 | 3.6 | |||||||||
| December 31, 2024 | $ | 122,589 | ||||||||||||
| Less: March 31, 2024 | 33,457 | |||||||||||||
| Add: March 31, 2025 | 32,161 | |||||||||||||
| TTM March 31, 2025 | $ | 121,293 | $ | 436,315 | 3.6 | |||||||||
| December 31, 2024 | $ | 122,589 | ||||||||||||
| Less: June 30, 2024 | 60,163 | |||||||||||||
| Add: June 30, 2025 | 73,169 | |||||||||||||
| TTM June 30, 2025 | $ | 135,595 | $ | 442,030 | 3.3 | |||||||||
| December 31, 2024 | $ | 122,589 | ||||||||||||
| Less: September 30, 2024 | 94,222 | |||||||||||||
| Add: September 30, 2025 | 101,073 | |||||||||||||
| TTM September 30, 2025 | $ | 129,440 | $ | 458,233 | 3.5 | |||||||||
| December 31, 2025 | $ | 126,708 | $ | 482,649 | 3.8 | 3.8 | ||||||||
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Compensation of Directors: The following table summarizes the compensation earned by or paid to our directors (other than Mr. Parker, A&B's CEO, whose compensation is included in the Summary Compensation Table and who received no compensation for serving on the Board) for services as a member of our Board of Directors for the period from January 1, 2025 through December 31, 2025.
2025 DIRECTOR COMPENSATION
| Name | Fees Earned or Paid in Cash ($) | Stock Awards ($)(1) | Option Awards ($)(2) | Non-Equity Incentive Plan Compen- sation ($) | Change in Pension Value and Nonqualified Deferred Compen- sation Earnings ($) | All Other Compen- sation ($) | Total ($) | |||||||||||||||||||
| (a) | (b) | (c) | (d) | (e) | (f) | (g) | (h) | |||||||||||||||||||
| Shelee M. T. Kimura | 73,750 | 110,003 | N/A | N/A | N/A | 0 | 183,753 | |||||||||||||||||||
| Diana M. Laing | 103,750 | 110,003 | N/A | N/A | N/A | 0 | 213,753 | |||||||||||||||||||
| John T. Leong | 76,250 | 110,003 | N/A | N/A | N/A | 2,000 | (3) | 188,253 | ||||||||||||||||||
Thomas A. Lewis, Jr. (4) | 21,731 | N/A | N/A | N/A | N/A | 0 | 21,731 | |||||||||||||||||||
Douglas M. Pasquale (5) | 122,750 | 110,003 | N/A | N/A | N/A | 2,000 | (3) | 234,753 | ||||||||||||||||||
Eric K. Yeaman (6) | 138,173 | 160,009 | N/A | N/A | N/A | 0 | 298,182 | |||||||||||||||||||
1.Represents the aggregate grant-date fair value of the annual automatic grant of Restricted Stock Unit (“RSU”) awards made in 2025. For a discussion of the assumptions underlying the valuation of equity awards, see Note 14 of the Company’s consolidated financial statements, included in the Company’s 2025 Annual Report on Form 10-K. At the end of 2025, Ms. Kimura, Ms. Laing, Mr. Leong and Mr. Pasquale each held 6,540 RSUs and Mr. Yeaman held 9,513 RSUs.
2.No director holds any outstanding stock options and no stock options have been granted to directors by A&B or by A&B Predecessor since 2007.
3.Represents charitable contributions under the matching gifts program described in the Matching Gift Program section below.
4.Mr. Lewis retired from the Board of Directors at the end of his term on April 22, 2025.
5.Includes compensation paid to Mr. Pasquale for his service as Lead Independent Director.
6.Includes compensation paid to Mr. Yeaman for his service as non-executive Chairman of the Board.
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Our Board of Directors approved the following non-employee director compensation schedule of annual fees in 2025, which was developed with the assistance of WTW. The compensation program was unchanged from 2024.
| Pay Elements | Amount | ||||||||||
| Board Cash Retainer | $60,000 | ||||||||||
| Chairman of the Board Cash Retainer | $100,000 | ||||||||||
| Lead Director Cash Retainer | $85,000 | ||||||||||
| Committee Member Cash Retainers (in addition to Board Cash Retainer) | •Audit | $12,500 | |||||||||
•Compensation | $10,000 | ||||||||||
•Nominating and Corporate Governance | $7,500 | ||||||||||
| Committee Chair Cash Retainers (in addition to Committee Member Cash Retainer) | •Audit | $14,000 | |||||||||
•Compensation | $10,000 | ||||||||||
•Nominating and Corporate Governance | $7,500 | ||||||||||
| Equity Award | $110,000 | ||||||||||
| Chairman of the Board Equity Award | $160,000 | ||||||||||
Directors are provided an additional per meeting fee of $750 if the number of board or committee meetings they attend exceeds an annual predefined number, which is currently set at:
•Board – 7 meetings
•Audit – 6 meetings
•Compensation – 5 meetings
•Nominating and Corporate Governance – 4 meetings
Under the terms of A&B's 2022 Omnibus Incentive Plan (our "2022 Plan"), an annual grant of RSUs is made to each director at each Annual Meeting of Shareholders. A prorated grant is made upon appointment as a director at any time between Annual Meetings. Awards vest in their entirety on the earlier of their one-year grant date anniversary or immediately prior to the first regular annual meeting of stockholders that occurs in the year following the year of the award date. Accelerated vesting occurs upon cessation of service by reason of death, permanent disability or retirement during the vesting period. Directors who are management employees of A&B or its subsidiaries do not receive compensation for serving as directors.
Director Business Travel Accident Coverage: Non-employee directors have coverage of $250,000 for themselves and $50,000 for their accompanying spouse while traveling on A&B business.
Matching Gift Program: Directors may participate in A&B’s matching gifts program for employees, in which A&B matches contributions to any non-profit organization serving Hawaii communities or any educational institution in the United States up to an aggregate maximum of $2,000 annually.
Director Share Ownership Guidelines: The Board has adopted guidelines that encourage each non-employee director to own A&B common stock (including RSUs) with a value of $300,000 for a Board member and $500,000 for the Chairman of the Board, which is five times the current annual board retainer of $60,000 and $100,000 for the Chairman, within five years of becoming a director. All current directors have met or are on track to meet the established guidelines within the required timeframe.
Communications with Directors: Shareholders and other interested parties may contact any of the directors by mailing correspondence “c/o A&B Law Department” to A&B’s headquarters at 822 Bishop Street, Honolulu, Hawaii 96813. The Law Department will forward such correspondence to the appropriate director(s). However, the Law Department reserves the right not to forward any offensive or otherwise inappropriate materials.
In addition, A&B’s directors are encouraged to attend the Annual Meeting of Shareholders. All of our directors attended our 2025 Annual Meeting.
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ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
Shareholders' Security Ownership
The following table lists the names and addresses of the only shareholders known by A&B on February 12, 2026 to have owned beneficially more than five percent of A&B’s common stock outstanding, the number of shares they beneficially own, and the percentage of outstanding shares such ownership represents, based upon the most recent reports filed with the SEC. Except as indicated in the footnotes, such shareholders have sole voting and dispositive power over shares they beneficially own.
Name and Address of Beneficial Owner | Amount of Beneficial Ownership | Percent of Class | |||||||||
| BlackRock, Inc. 55 East 52nd Street New York, NY 10055 | 12,707,692 | 1 | 17.4% | ||||||||
| The Vanguard Group 100 Vanguard Blvd. Malvern, PA 19355 | 11,653,433 | 2 | 16.0% | ||||||||
| State Street Corporation One Lincoln Street Boston, MA 02111 | 4,200,166 | 3 | 5.8% | ||||||||
1As reported in Amendment No. 3 to Schedule 13G dated March 31, 2025 (the "BlackRock 13G") filed with the SEC. According to the BlackRock 13G, as of March 31, 2025, BlackRock, Inc. has no shared voting or shared dispositive power over any shares, and has sole voting power over 12,465,123 shares and sole dispositive power over 12,707,692 shares.
2As reported in Amendment No. 13 to Schedule 13G dated February 13, 2024 (the "Vanguard 13G") filed with the SEC. According to the Vanguard 13G, as of December 31, 2023, The Vanguard Group has no sole voting power over any shares and sole dispositive power over 11,471,270 shares, has shared voting power over 105,729 shares and has shared dispositive power over 182,163 shares.
3As reported in Amended Schedule 13G filed January 30, 2024 (the "State Street 13G") with the SEC. According to the State Street 13G, as of December 31, 2023, State Street Corporation has no sole voting or sole dispositive power over any shares, and has shared voting power over 3,285,035 shares and shared dispositive power over 4,193,066 shares.
Security Ownership of Directors and Executive Officers
The following table shows the number of shares of A&B common stock beneficially owned as of February 12, 2026 by each director and nominee, by each executive officer named in the “Summary Compensation Table” below, and by directors and executive officers as a group and, if at least one-tenth of one percent, the percentage of outstanding shares such ownership represents. Except as indicated in the footnotes, directors, nominees and executive officers have sole voting and dispositive power over shares they beneficially own.
| Name or Number in Group | Number of Shares Beneficially Owned 1,2,3 | Percent of Class | ||||||
| Shelee M.T. Kimura | 11,159 | —% | ||||||
| Diana M. Laing | 32,572 | —% | ||||||
| John T. Leong | 26,262 | —% | ||||||
| Douglas M. Pasquale | 107,797 | 0.1% | ||||||
| Eric K. Yeaman | 72,014 | 0.1% | ||||||
| Lance K. Parker | 235,910 | 0.3% | ||||||
| Clayton K.Y. Chun | 85,656 | 0.1% | ||||||
| Meredith J. Ching | 139,648 | 0.2% | ||||||
| Derek T. Kanehira | 16,652 | —% | ||||||
| Scott G. Morita | 5,756 | —% | ||||||
| 11 Directors and Executive Officers as a Group | 739,540 | 1.0% | ||||||
1Amounts include 213 shares held by the spouse of Ms. Ching.
2Amounts include shares as to which certain persons have (i) shared voting and dispositive power, as follows: Mr. Pasquale –107,797 shares, Ms. Ching – 3,976 shares, and directors, nominees and executive officers as a group – 111,773 shares and (ii) sole voting power only: Ms. Ching – 826 shares, Mr. Parker – 637 shares, Mr. Kanehira - 95 shares, and directors and executive officers as a group – 1,558 shares.
3Amounts do not include 171,553 RSUs or Performance Share Units (“PSUs”) that have been granted to the directors and executive officers as a group that may not be acquired prior to February 27, 2026. No director or executive officer holds any outstanding stock options and no stock options have been granted by A&B or by A&B Predecessor since 2012.
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Securities Authorized for Issuance Under Equity Compensation Plans
Securities authorized for issuance under equity compensation plans at December 31, 2025, included:
| Plan Category | Number of securities to be issued upon exercise of outstanding options, warrants and rights | Weighted-average exercise price of outstanding options, warrants and rights | Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a)) | |||||||||||
| (a) | (b) | (c)1 | ||||||||||||
| Equity compensation plans approved by security holders | — | $0.00 | 2,511,726 | |||||||||||
1 Under the 2022 Incentive Compensation Plan, 2,511,726 shares may be issued either as restricted stock grants, restricted stock unit grants, or stock option grants.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
Director Independence: The Board has reviewed each of its current directors and nominees and has determined that Ms. Kimura, Ms. Laing, Mr. Leong, Mr. Pasquale and Mr. Yeaman are independent under New York Stock Exchange (“NYSE”) rules. The Board also previously determined that Thomas A. Lewis, Jr., who served as a director until April 22, 2025, satisfied the independence requirements of the NYSE listing standards.
Certain Relationships and Transactions A&B has adopted a written policy under which the Audit Committee must pre-approve all related person transactions that are disclosable under Item 404(a) of SEC Regulation S-K. Prior to entering into a transaction with A&B, directors and executive officers (and their family members) must make full disclosure of all facts and circumstances to the Law Department. The Law Department then determines whether such transaction requires the approval of the Audit Committee. The Audit Committee considers all of the relevant facts available, including (if applicable) but not limited to: the benefits to the Company; the impact on a director’s or executive’s independence, including with respect to an immediate family member of a director or executive or an entity in which a director or executive is a partner, shareholder or executive officer; the availability of other sources for comparable products or services; the terms of the transaction; and the terms available to unrelated third parties or to employees generally. The Audit Committee will approve only those related person transactions that are in, or are not inconsistent with, the best interests of the Company and its shareholders. If a related person transaction involves a member of the Audit Committee, that member recuses himself or herself from the process of review and approval.
The Audit Committee has established written procedures to address situations when approvals need to be sought between meetings. Whenever possible, proposed related person transactions will be included as an agenda item at the next scheduled Audit Committee meeting for review and approval. However, if it appears that a proposed related person transaction will occur prior to the next scheduled Audit Committee meeting, approval will be sought from Audit Committee members between meetings. Approval by a majority of the Committee members will be sufficient to approve the related person transaction. If a related person transaction is approved in this manner, the action will be reported at the next Audit Committee meeting.
There have been no related person transactions since the beginning of fiscal year 2025 that were required to be reported under SEC rules.
ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES
The Audit Committee of the Board of Directors is responsible for the appointment, compensation, retention and oversight of our independent registered public accounting firm. The Audit Committee also conducts an annual evaluation of the independent registered public accounting firm.
In compliance with the Sarbanes-Oxley Act of 2002 and applicable SEC rules, the Audit Committee has adopted policies and procedures for Audit Committee approval of audit and non-audit services. Under such policies and procedures, the Audit Committee pre-approves or has delegated to the Chairman of the Audit Committee authority to pre-approve all audit and non-prohibited, non-audit services performed by the independent registered public accounting firm in order to assure that such services do not impair the auditor’s independence. Any additional proposed services or costs exceeding pre-approved cost levels require additional pre-approval as described above. The Audit Committee may delegate pre-approval authority to one or more of its members for services not to exceed a specific dollar amount per engagement. Requests for pre-approval include a
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description of the services to be performed, the fees to be charged and the expected dates that the services will be performed. All services provided by Deloitte & Touche LLP during 2025 were pre-approved in accordance with these policies.
For the years ended December 31, 2025 and 2024, professional services were performed by Deloitte & Touche LLP (including affiliates) for A&B as follows:
Audit Fees. The aggregate fees billed for the audit of the Company’s annual consolidated financial statements, including Sarbanes-Oxley Section 404 attestation-related work, for the fiscal years ended December 31, 2025 and 2024, the reviews of the interim financial statements included in the Company’s Quarterly Reports on Form 10-Q and consents for SEC registration statements were approximately $1,315,000 and $1,239,200, respectively.
Audit-Related Fees. The aggregate fees billed for Audit-Related services, including comfort letters, for the fiscal years ended December 31, 2025 and 2024 were approximately $123,750 and $150,000, respectively.
Tax Fees. The aggregate fees billed for professional tax services for fiscal years ended December 31, 2025 and 2024 were approximately $0.
All Other Fees. The aggregate fees billed for other services for fiscal years ended December 31, 2025 and 2024 were approximately $0.
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PART IV
ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
Financial Statements
The financial statements are set forth in Item 8 of Part II above.
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Financial Statement Schedules
SCHEDULE III – REAL ESTATE AND ACCUMULATED DEPRECIATION
Alexander & Baldwin, Inc.
December 31, 2025
| (in millions) | Initial Cost | Costs Capitalized Subsequent to Acquisition | Gross Amounts of Which Carried at Close of Period | |||||||||||||||||||||||||||||||||||
| Description | Encum- brances (1) | Land | Buildings and Improvements | Improvements | Carrying Costs | Land | Buildings and Improvements | Total (2) | Accumulated Depreciation (3) | Date of Construction | Date Acquired/ Completed | |||||||||||||||||||||||||||
| Commercial Real Estate Segment | ||||||||||||||||||||||||||||||||||||||
| Retail : | ||||||||||||||||||||||||||||||||||||||
| Pearl Highlands Center (HI) | $ | $ | $ | $ | $ | $ | $ | $ | $ | ( | 1992-1994 | 2013 | ||||||||||||||||||||||||||
| Kailua Retail Other (HI) | ( | Various | 2013 | |||||||||||||||||||||||||||||||||||
| Laulani Village (HI) | ( | 2012 | 2018 | |||||||||||||||||||||||||||||||||||
| Waianae Mall (HI) | ( | 1975 | 2013 | |||||||||||||||||||||||||||||||||||
| Manoa Marketplace (HI) | ( | 1977 | 2016 | |||||||||||||||||||||||||||||||||||
| Queens' Marketplace (HI) | ( | 2007 | 2019 | |||||||||||||||||||||||||||||||||||
| Kaneohe Bay Shopping Ctr. (HI) | ( | 1971 | 2001 | |||||||||||||||||||||||||||||||||||
| Hokulei Street (HI) | ( | 2015 | 2018 | |||||||||||||||||||||||||||||||||||
| Puunene Shopping Center (HI) | ( | 2017 | 2018 | |||||||||||||||||||||||||||||||||||
| Waipio Shopping Center (HI) | ( | 1986, 2004 | 2009 | |||||||||||||||||||||||||||||||||||
| Aikahi Park Shopping Center (HI) | ( | 1971 | 2015 | |||||||||||||||||||||||||||||||||||
| Lanihau Marketplace (HI) | ( | 1987 | 2010 | |||||||||||||||||||||||||||||||||||
| The Shops at Kukui'ula (HI) | ( | 2009 | 2013 | |||||||||||||||||||||||||||||||||||
| Ho'okele (HI) | ( | 2017 | 2019 | |||||||||||||||||||||||||||||||||||
| Kunia Shopping Center (HI) | ( | 2004 | 2002 | |||||||||||||||||||||||||||||||||||
| Kahului Shopping Center (HI) | ( | 1951 | 1951 | |||||||||||||||||||||||||||||||||||
| Lau Hala Shops (HI) | ( | 2018 | 2018 | |||||||||||||||||||||||||||||||||||
| Napili Plaza (HI) | ( | 1991 | 2003, 2013 | |||||||||||||||||||||||||||||||||||
| Gateway at Mililani Mauka (HI) | ( | 2008, 2013 | 2011 | |||||||||||||||||||||||||||||||||||
| Port Allen Marina Ctr. (HI) | ( | 2002 | 1971 | |||||||||||||||||||||||||||||||||||
| The Collection (HI) | ( | 2017 | 2018 | |||||||||||||||||||||||||||||||||||
22 Hana Highway | 1999 | 2025 | ||||||||||||||||||||||||||||||||||||
| Industrial : | ||||||||||||||||||||||||||||||||||||||
| Komohana Industrial Park (HI) | ( | 1990 | 2010 | |||||||||||||||||||||||||||||||||||
| Kaka`ako Commerce Center (HI) | ( | 1969 | 2014 | |||||||||||||||||||||||||||||||||||
| Waipio Industrial (HI) | ( | 1988-1989 | 2009 | |||||||||||||||||||||||||||||||||||
| Opule Industrial (HI) | ( | 2005-2006, 2018 | 2018 | |||||||||||||||||||||||||||||||||||
| P&L Warehouse (HI) | ( | 1970 | 1970 | |||||||||||||||||||||||||||||||||||
| Kapolei Enterprise Center (HI) | ( | 2019 | 2019 | |||||||||||||||||||||||||||||||||||
| Honokohau Industrial (HI) | ( | Various | 2017 | |||||||||||||||||||||||||||||||||||
| Waihona Industrial (HI) | ( | 1981, 1988 | 2024 | |||||||||||||||||||||||||||||||||||
| Kailua Industrial / Other (HI) | ( | Various | 2013 | |||||||||||||||||||||||||||||||||||
| Port Allen (HI) | ( | 1983, 1993 | 1983-1993 | |||||||||||||||||||||||||||||||||||
| Harbor Industrial (HI) | ( | 1930 | 2018 | |||||||||||||||||||||||||||||||||||
| Kaomi Loop (HI) | ( | 2005 | 2023 | |||||||||||||||||||||||||||||||||||
| Kahai Street Industrial (HI) | ( | ( | 1973 | 2021 | ||||||||||||||||||||||||||||||||||
| Maui Lani Industrial (HI) | 2010 | 2011-2014 | ||||||||||||||||||||||||||||||||||||
| Office : | ||||||||||||||||||||||||||||||||||||||
| Kahului Office Building (HI) | ( | 1974 | 1989 | |||||||||||||||||||||||||||||||||||
| Gateway at Mililani Mauka South (HI) | ( | 1992, 2006 | 2012 | |||||||||||||||||||||||||||||||||||
| Kahului Office Center (HI) | ( | 1991 | 1991 | |||||||||||||||||||||||||||||||||||
| Lono Center (HI) | ( | 1973 | 1991 | |||||||||||||||||||||||||||||||||||
| Other : | ||||||||||||||||||||||||||||||||||||||
| Oahu Ground Leases (HI) | ( | — | — | |||||||||||||||||||||||||||||||||||
| Other miscellaneous investments | ( | — | — | |||||||||||||||||||||||||||||||||||
| Total | $ | $ | $ | $ | $ | $ | $ | $ | $ | ( | ||||||||||||||||||||||||||||
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| Description (amounts in millions) | Encumbrances (1) | Land | Buildings and Improvements | Improvements | Carrying Costs | Land | Buildings and Improvements | Total (2) | Accumulated Depreciation (3) | |||||||||||||||||||||||
| Land Operations Segment | ||||||||||||||||||||||||||||||||
| Maui Business Park | $ | $ | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||
| Wailea | ( | |||||||||||||||||||||||||||||||
| Other non-core landholdings | ( | ( | ||||||||||||||||||||||||||||||
| Total | $ | $ | $ | $ | $ | ( | $ | $ | $ | $ | ( | |||||||||||||||||||||
(1) See Note 8 – Notes Payable and Other Debt to the consolidated financial statements.
(2) The aggregate tax basis, at December 31, 2025, for the Commercial Real Estate segment and Land Operations segment assets was approximately $732.4 million.
(3) Depreciation is computed based upon the following estimated useful lives:
Building and improvements: 10 – 40 years
Leasehold improvements: lesser of useful life or lease term
Other property improvements: 3 – 35 years
| Reconciliation of Real Estate (in thousands) | 2025 | 2024 | 2023 | |||||||||||||||||
| Balance at beginning of year | $ | $ | $ | |||||||||||||||||
| Additions and improvements | ||||||||||||||||||||
| Dispositions, retirements and other adjustments | ( | ( | ( | |||||||||||||||||
| Impairment of assets | ( | ( | ||||||||||||||||||
| Balance at end of year | $ | $ | $ | |||||||||||||||||
| Reconciliation of Accumulated Depreciation (in thousands) | 2025 | 2024 | 2023 | |||||||||||||||||
| Balance at beginning of year | $ | $ | $ | |||||||||||||||||
| Depreciation expense | ||||||||||||||||||||
| Dispositions, retirements and other adjustments | ( | ( | ( | |||||||||||||||||
| Balance at end of year | $ | $ | $ | |||||||||||||||||
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Exhibits Required by Item 601 of Regulation S-K
Exhibits not filed herewith are incorporated by reference to the exhibit number and previous filing shown in parentheses. All previous exhibits were filed with the Securities and Exchange Commission in Washington, D.C. Exhibits filed pursuant to the Securities Exchange Act of 1934 were filed under file number 001-34187. Shareholders may obtain copies of exhibits for a copying and handling charge of $0.15 per page by writing to Alyson J. Nakamura, Corporate Secretary, Alexander & Baldwin, Inc., P. O. Box 3440, Honolulu, Hawai‘i 96801.
2. Plan of acquisition, reorganization, arrangement, liquidation or succession.
2.a. Agreement and Plan of Merger, dated as of July 10, 2017, by and among Alexander & Baldwin, Investments, LLC (formerly Alexander & Baldwin, Inc.), Alexander & Baldwin, Inc. (formerly Alexander & Baldwin REIT Holdings, Inc.) and A&B REIT Merger Corporation (Exhibit 2.1 to Form 8-K, dated July 12, 2017).
2.b. Agreement and Plan of Merger, dated as of December 8, 2025, by and among Alexander & Baldwin, Inc., Tropic Purchase LLC, and Tropic Merger Sub LLC (Exhibit 2.1 to Form 8-K, dated December 8, 2025).
3. Articles of incorporation and bylaws.
3.a. Amended and Restated Articles of Incorporation of Alexander & Baldwin, Inc., effective as of November 8, 2017 (Exhibit 3.1 to Form 8-K, dated November 8, 2017).
3.b. Amended and Restated Bylaws of Alexander & Baldwin, Inc., effective as of February 25, 2025 (Exhibit 3.b to Form 10-K for the year ended December 31, 2024).
4. Instruments defining the rights of security holders.
4.a. Description of Capital Stock (Exhibit 4.1 to Form 8-K, dated November 8, 2017).
4.b. Form of Company Common Stock Certificate (Exhibit 4.2 to Form 8-K, dated November 8, 2017).
4.c. Description of Registrant's Securities (Exhibit 4.c. to Form 10-K for the year ended December 31, 2019).
10. Material contracts.
10.a.
(i) Third Amended and Restated Credit Agreement by and among Alexander & Baldwin, Inc., Alexander & Baldwin Investments, LLC, A&B II, LLC, Grace Pacific LLC, Bank of America N.A., First Hawaiian Bank, KeyBank National Association, Wells Fargo Bank, National Association, and other lenders party thereto, dated August 31, 2021 (Exhibit 10.1 to Form 8-K, dated August 31, 2021).
(ii) First Amendment to Third Amended and Restated Credit Agreement by and among Alexander & Baldwin, Inc., Alexander & Baldwin Investments, LLC, A&B II, LLC, Grace Pacific LLC, Bank of America N.A., First Hawaiian Bank, KeyBank National Association, Wells Fargo Bank, National Association, and other lenders party thereto dated April 28, 2023 (Exhibit 10.a.(v) to Form 10-Q for the quarter ended March 31, 2023).
(iii) Fourth Amended and Restated Credit Agreement by and among Alexander & Baldwin, Inc., Alexander & Baldwin Investments, LLC, Alexander & Baldwin, LLC, Alexander & Baldwin, LLC, Series R, Alexander & Baldwin, LLC, Series T, Alexander & Baldwin, LLC, Series M, Bank of America N.A., First Hawaiian Bank, KeyBank National Association, Wells Fargo Bank, National Association, and other lenders party thereto, dated October 17, 2024 (Exhibit 10.1 to Form 8-K, dated October 21, 2024).
(iv) First Amendment to the Fourth Amended and Restated Credit Agreement by and among Alexander & Baldwin, Inc., Alexander & Baldwin Investments, LLC, Alexander & Baldwin, LLC, Alexander & Baldwin, LLC, Series R, Alexander & Baldwin, LLC, Series T, Alexander & Baldwin, LLC, Series M, Bank of America N.A., First Hawaiian Bank, KeyBank National Association, Wells Fargo Bank, National Association, and other lenders party thereto, dated November 3, 2025 (Exhibit 10.1 to Form 8-K, dated November 6, 2025).
(v) Second Amended and Restated Note Purchase and Private Shelf Agreement among Alexander & Baldwin, Inc., Alexander & Baldwin, LLC, Prudential Investment Management, Inc., and certain affiliates of Prudential Investment Management, Inc., dated December 10, 2015 (Exhibit 10.a.(xx) to Form 10-K for the year ended December 31, 2015).
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(vi) Amendment to Second Amended and Restated Note Purchase and Private Shelf Agreement by and among Alexander & Baldwin, Inc., Alexander & Baldwin, LLC, Prudential Investment Management, Inc., and certain affiliates of Prudential Investment Management, Inc., dated September 15, 2017 (Exhibit 10.2 to Form 8-K, dated September 19, 2017)
(vii) Joinder Agreement, by Alexander & Baldwin, Inc. (formerly Alexander & Baldwin REIT Holdings, Inc.), dated November 8, 2017, to Second Amended and Restated Note Purchase and Private Shelf Agreement, dated December 10, 2015, as amended, between Alexander & Baldwin, LLC, Alexander & Baldwin, Inc., and the other Guarantors party thereto, on the one hand, and the Purchasers party thereto, on the other hand (Exhibit 10.a.(xvii) to Form 10-K for the year ended December 31, 2017).
(viii) Second Amendment to Second Amended and Restated Note Purchase and Private Shelf Agreement, by and among Alexander & Baldwin, Inc., Alexander & Baldwin, LLC, Alexander & Baldwin, LLC, Series R, Alexander & Baldwin, LLC, Series T, Alexander & Baldwin, LLC, Series M, Prudential Investment Management, Inc., and certain affiliates of Prudential Investment Management, Inc., dated January 8, 2018 (Exhibit 10.a.(xviii) to Form 10‑K for the year ended December 31, 2017).
(ix) Series J Senior Notes (No. J-1 through No. J-8) by Alexander & Baldwin, LLC, Alexander & Baldwin, LLC, Series R, Alexander & Baldwin, LLC, Series T, and Alexander & Baldwin, LLC, Series M in favor of The Prudential Insurance Company of America, dated April 18, 2018 (Exhibit 10.a.(xix) to Form 10-Q for the quarter ended March 31, 2018).
(x) Series K Senior Notes (No. K-1 through No. K-8) by Alexander & Baldwin, LLC, Alexander & Baldwin, LLC, Series R, Alexander & Baldwin, LLC, Series T, and Alexander & Baldwin, LLC, Series M in favor of The Prudential Insurance Company of America, dated April 18, 2018 (Exhibit 10.a.(xx) to Form 10-Q for the quarter ended March 31, 2018).
(xi) Series L Senior Notes (No. L-1 through No. L-8) by Alexander & Baldwin, LLC, Alexander & Baldwin, LLC, Series R, Alexander & Baldwin, LLC, Series T, and Alexander & Baldwin, LLC, Series M in favor of The Prudential Insurance Company of America, dated April 18, 2018 (Exhibit 10.a.(xxi) to Form 10-Q for the quarter ended March 31, 2018).
(xii) Third Amendment to Second Amended and Restated Note Purchase and Private Shelf Agreement among Alexander & Baldwin, Inc., Alexander & Baldwin, LLC, Prudential Investment Management, Inc., and certain affiliates of Prudential Investment Management, Inc., dated August 31, 2021 (Exhibit 10.2 to Form 8-K, dated August 31, 2021).
(xiii) Third Amended and Restated Note Purchase and Private Shelf Agreement among Alexander & Baldwin, Inc., Alexander & Baldwin, LLC, PGIM, Inc., and certain affiliates of PGIM, Inc., dated April 15, 2024 (Exhibit 10.a.(xvii) to Form 10-Q for the quarter ended March 31, 2024).
(xiv) First Amendment to Third Amended and Restated Note Purchase and Private Shelf Agreement among Alexander & Baldwin, Inc., Alexander & Baldwin, LLC, PGIM, Inc., and certain affiliates of PGIM, Inc., dated December 17, 2024 (Exhibit 10.a.(xiii) to Form 10-K for the year ended December 31, 2024).
(xv) Note Purchase and Private Shelf Agreement among Alexander & Baldwin, Inc., Alexander & Baldwin, LLC, AIG Asset Management (U.S.), LLC, and certain affiliates of AIG Asset Management (U.S.), LLC, dated December 20, 2017 (Exhibit 10.4 to Form 10-Q for the quarter ended September 30, 2021).
(xvi) First Amendment to Note Purchase and Private Shelf Agreement among Alexander & Baldwin, Inc., Alexander & Baldwin, LLC, AIG Asset Management (U.S.), LLC, and certain affiliates of AIG Asset Management (U.S.), LLC, dated March 5, 2018 (Exhibit 10.a.(xxviii) to Form 10-K for the year ended December 31, 2021).
(xvii) Second Amendment to Note Purchase and Private Shelf Agreement among Alexander & Baldwin, Inc., Alexander & Baldwin, LLC, AIG Asset Management (U.S.), LLC, and certain affiliates of AIG Asset Management (U.S.), LLC, dated August 31, 2021 (Exhibit 10.3 to Form 8-K, dated August 31, 2021).
(xviii) Loan Assumption and Amendment to Loan Documents, among PHSC Holdings, LLC, ABP Pearl Highlands LLC, Pearl Highlands LLC, and The Northwestern Mutual Life Insurance Company, dated September 17, 2013 (Exhibit 10.a.(xxii) to Form 10-Q for the quarter ended September 30, 2013).
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(xix) Promissory Note between ABP Pearl Highlands LLC and The Northwestern Mutual Life Insurance Company, dated November 20, 2014 (Exhibit 10.1 to Form 8-K, dated December 1, 2014).
(xx) Mortgage and Security Agreement between ABP Pearl Highlands LLC and The Northwestern Mutual Life Insurance Company, dated November 20, 2014 (Exhibit 10.2 to Form 8-K, dated December 1, 2014).
(xxi) Promissory Note by ABL Manoa Marketplace LF LLC, A&B Manoa LLC, ABL Manoa Marketplace LH LLC, and ABP Manoa Marketplace LH LLC to First Hawaiian Bank, dated August 1, 2016 (Exhibit 10.a.(xxxiv) to Form 10-Q for the quarter ended September 30, 2016).
(xxii) Mortgage, Security Agreement and Fixture Filing by ABL Manoa Marketplace LF LLC, A&B Manoa LLC, ABL Manoa Marketplace LH LLC, and ABP Manoa Marketplace LH LLC to First Hawaiian Bank, dated August 1, 2016 (Exhibit 10.a.(xxxv) to Form 10-Q for the quarter ended September 30, 2016).
(xxiii) Limited Liability Company Agreement of Alexander & Baldwin Investments, LLC, dated as of November 8, 2017 (Exhibit 10.1 to Form 8-K, dated November 8, 2017).
(xxiv) Promissory Note by TRC Laulani Village, LLC in favor of The Northwestern Mutual Life Insurance Company, dated April 10, 2014 (Exhibit 10.a.(xxxiv) to Form 10-Q for the quarter ended March 31, 2018).
(xxv) Loan Assumption and Amendment to Loan Documents, among TRC Laulani Village, LLC, ABP E1 LLC, ABP ER1 LLC, and The Northwestern Mutual Life Insurance Company, dated February 23, 2018 (Exhibit 10.a.(xxxv) to Form 10-Q for the quarter ended March 31, 2018).
(xxvi) Purchase and Sale Agreement and Escrow Instructions by Alexander & Baldwin, LLC, Series R, Alexander & Baldwin, LLC, Series T, and A & B Properties Hawaii, LLC, Series R, and Mahi Pono Holdings, LLC, dated December 17, 2018 (Exhibit 10.1 to Form 8-K, dated December 20, 2018).
(xxvii) Termination Agreement by Alexander & Baldwin, LLC, Series R, Alexander & Baldwin, LLC, Series T, and A & B Properties Hawaii, LLC, Series T, A & B Properties Hawaii, LLC, Series R, Alexander & Baldwin, Inc., Mahi Pono Holdings, LLC, MP EMI, LLC, MP Central A, LLC, MP Central B, LLC, MP CPR, LLC, MP East A, LLC, MP East B, LLC, MP West, LLC, MP CMF, LLC, and MP Kulolio Ranch, LLC, dated June 17, 2025 (Exhibit 10.a.(xxxvi) to Form 10-Q for the quarter ended June 30, 2025).
*10.b.1. (i) Form of Letter Agreement (current participants) (Exhibit 10.b.1(xxviii) to Form 10-Q for the quarter ended March 31, 2022)
(ii) Form of Amendment to Letter Agreement (current participants version) (Exhibit 10.b.1(ii) to Form 10-K for the year ended December 31, 2025).
(iii) Form of Letter Agreement (prospective participants) (Exhibit 10.b.1(xxix) to Form 10-Q for the quarter ended March 31, 2022).
(iv) Form of Amendment to Letter Agreement (prospective participants version) (Exhibit 10.b.1(iv) to Form 10-K for the year ended December 31, 2025).
(v) Alexander & Baldwin, Inc. Executive Severance Plan, amended and restated as of January 1, 2024 (Exhibit 10.b.1(xxxi) to Form 10-K for the year ended December 31, 2023).
(vi) Alexander & Baldwin, Inc. One-Year Performance Improvement Incentive Plan (Exhibit 10.3 to Form 8-K, dated January 28, 2013).
(vii) Amendment No. 1 to Alexander & Baldwin, Inc. One-Year Performance Improvement Incentive Plan, dated July 29, 2014 (Exhibit 10.b.1(xxii) to Form 10-Q for the quarter ended September 30, 2014).
(viii) Amendment No. 2 to Alexander & Baldwin, Inc. One-Year Performance Improvement Incentive Plan, effective January 1, 2018 (Exhibit 10.b.1(xxx) to Form 10-Q for the quarter ended March 31, 2021).
(ix) Alexander & Baldwin, Inc. Excess Benefits Plan, amended and restated effective November 1, 2023 (Exhibit 10.b.1(xxxix) to Form 10-K, for the year ended December 31, 2023).
(x) Amendment No. 1 to the Alexander & Baldwin, Inc. Excess Benefits Plan, effective January 1, 2026 (Exhibit 10.b.1(x) to Form 10-K, for the year ended December 31, 2025).
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(xi) Alexander & Baldwin, Inc. Deferred Compensation Plan for Outside Directors, effective November 1, 2023 (Exhibit 10.b.1(xli) to Form 10-K for the year ended December 31, 2023).
(xii) Alexander & Baldwin, Inc. Retirement Plan for Outside Directors (Exhibit 10.b.1(xxiii) to Form 10‑Q for the quarter ended June 30, 2012).
(xiii) Amendment No. 1 to the Alexander & Baldwin, Inc. Retirement Plan for Outside Directors, effective as of March 1, 2013 (Exhibit 10.b.1(xxvi) to Form 10‑Q for the quarter ended March 31, 2013).
(xiv) 2023 Alexander & Baldwin Nonqualified Defined Contribution Plan Adoption Agreement (Exhibit 10.b.1(xlvii) to Form 10-K for the year ended December 31, 2023).
(xv) Alexander & Baldwin 2024 Amended and Restated Deferred Compensation Plan (Exhibit 10.b.1(xlix) to Form 10-K for the year ended December 31, 2023).
(xvi) Alexander & Baldwin, Inc. 2022 Omnibus Incentive Plan (Appendix A to Proxy Statement filed on March 15, 2022).
(xvii) Form of Restricted Stock Unit Agreement for Non-Employee Directors (Exhibit 10.b.1(xlvii) to Form 10-Q for the quarter ended March 31, 2022).
(xviii) Form of Notice of Time-Based Restricted Stock Unit Grant (Exhibit 10.b.1(xlviii) to Form 10-Q for the quarter ended September 30, 2022).
(xix) Form of Time-Based Restricted Stock Unit Agreement for Executive Employees (Exhibit 10.b.1.(xlix) to Form 10-Q for the quarter ended September 30, 2022).
(xx) Form of Notice of Performance-Based Restricted Stock Unit Grant (Exhibit 10.b.1.(l) to Form 10-Q for the quarter ended September 30, 2022).
(xxi) Form of Performance-Based Restricted Stock Unit Agreement for Executive Employees (Exhibit 10.b.1.(li) to Form 10-Q for the quarter ended September 30, 2022).
(xxii) Form of Performance-Based Restricted Stock Unit Agreement for Executive Employees (Exhibit 10.b.1.(xv) to Form 10-K for the year ended December 31, 2024).
(xxiii) Alexander & Baldwin, Inc. Annual Incentive Plan, effective January 1, 2013 (Exhibit 10.b.1.(xxii) to Form 10-Q for the quarter ended September 30, 2025).
(xxiv) Amendment No.1 to Alexander & Baldwin, Inc. Annual Incentive Plan, effective January 1, 2014 (Exhibit 10.b.1.(xxii) to Form 10-Q for the quarter ended September 30, 2025).
*All exhibits listed under 10.b.1. are management contracts or compensatory plans or arrangements.
19. Alexander & Baldwin, Inc. General Policy Bulletin: Insider Trading, Speculative Transactions and Hedging.
21.1 Alexander & Baldwin, Inc. Subsidiaries as of February 1, 2026.
23.1 Consent of Deloitte & Touche LLP dated February 27, 2026.
31.1 Certification of Chief Executive Officer, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2 Certification of Chief Financial Officer, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32. Certification of Chief Executive Officer and Chief Financial Officer, Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to 906 of the Sarbanes-Oxley Act of 2002.
97. Policy relating to recovery of erroneously awarded compensation.
97.1 Alexander & Baldwin, Inc. Amended and Restated Policy Regarding Recoupment of Certain Compensation, adopted October 24, 2023 and effective October 2, 2023 (Exhibit 97.1 to Form 10-K for the year ended December 31, 2023).
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101. The following information from Alexander & Baldwin, Inc.'s Annual Report on Form 10-K for the fiscal year ended December 31, 2025, formatted in iXBRL (Inline Extensible Business Reporting Language): (i) Consolidated Balance Sheets, (ii) Consolidated Statements of Operations, (iii) Consolidated Statements of Comprehensive Income (Loss), (iv) Consolidated Statements of Cash Flows, (v) Consolidated Statements of Equity, and (vi) Notes to Consolidated Financial Statements.
104. Cover Page Interactive Data File (formatted as iXBRL and contained in Exhibit 101).
ITEM 16. FORM 10-K SUMMARY
None.
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. | ||||||||
| ALEXANDER & BALDWIN, INC. | ||||||||
| (Registrant) | ||||||||
| February 27, 2026 | By: /s/ Lance K. Parker | |||||||
| Lance K. Parker | ||||||||
| President and Chief Executive Officer | ||||||||
| Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant in the capacities and on the dates indicated. | ||||||||||||||
| Signature | Title | Date | ||||||||||||
| /s/ Eric K. Yeaman | Chairman of the Board | February 27, 2026 | ||||||||||||
| Eric K. Yeaman | ||||||||||||||
| /s/ Lance K. Parker | President, Chief Executive Officer | February 27, 2026 | ||||||||||||
| Lance K. Parker | and Director | |||||||||||||
| /s/ Clayton K.Y. Chun | Executive Vice President, | February 27, 2026 | ||||||||||||
| Clayton K.Y. Chun | Chief Financial Officer and Treasurer | |||||||||||||
| /s/ Anthony J. Tommasino | Vice President and Controller | February 27, 2026 | ||||||||||||
| Anthony J. Tommasino | ||||||||||||||
| /s/ Shelee Kimura | Director | February 27, 2026 | ||||||||||||
| Shelee Kimura | ||||||||||||||
| /s/ Diana M. Laing | Director | February 27, 2026 | ||||||||||||
| Diana M. Laing | ||||||||||||||
| /s/ John T. Leong | Director | February 27, 2026 | ||||||||||||
| John T. Leong | ||||||||||||||
| /s/ Douglas M. Pasquale | Lead Independent | February 27, 2026 | ||||||||||||
| Douglas M. Pasquale | Director | |||||||||||||
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FAQ
What is Alexander & Baldwin (ALEX) planning with its pending merger?
Alexander & Baldwin has agreed to merge into a subsidiary of Tropic Merger Sub LLC, owned by a joint venture of MW Group and Blackstone Real Estate– and DivcoWest‑affiliated funds. The deal is expected to close in early 2026, subject to shareholder approval and other customary conditions.
How concentrated is Alexander & Baldwin’s (ALEX) real estate business in Hawai‘i?
Alexander & Baldwin operates exclusively in Hawai‘i, with 22 retail centers, 14 industrial assets, four office properties and 145 acres of commercial land. This single‑state focus leverages deep local relationships but also exposes results to Hawai‘i‑specific economic, tourism, government spending and natural‑disaster risks.
What are the key merger-related risks Alexander & Baldwin (ALEX) highlights?
The company notes risks that closing conditions or shareholder approval may not be met, potential delays, required termination fees of $50.5 million in some scenarios, uncertainties affecting employees and tenants, pending litigation that could delay completion, and the loss of future upside for shareholders if the Merger closes.
How strong is Alexander & Baldwin’s (ALEX) commercial real estate occupancy?
As of December 31, 2025, Alexander & Baldwin reports 95.6% leased occupancy in its improved commercial portfolio of roughly four million square feet. This reflects demand for its largely grocery‑anchored neighborhood centers and industrial properties, though lease renewals and retail shifts remain ongoing risks.
What sustainability initiatives does Alexander & Baldwin (ALEX) report?
The company highlights energy benchmarking, efficiency upgrades and on‑site solar. By December 31, 2025, it had installed five photovoltaic systems totaling 2.5 megawatts and had three additional systems under construction, alongside EV chargers, LED lighting, cool roofs and water‑saving features across its Hawai‘i properties.
How many employees does Alexander & Baldwin (ALEX) have and where are they based?
Alexander & Baldwin reports 91 employees, including three part‑time, as of December 31, 2025, down from 99 the prior year. About 94.5% of employees are based in Hawai‘i, working in a hybrid onsite/remote model with emphasis on culture, wellness, training and community engagement.
What REIT-specific tax and regulatory risks does Alexander & Baldwin (ALEX) face?
The company warns that maintaining REIT status requires meeting complex income, asset and distribution tests. Failure could trigger corporate taxation and loss of REIT benefits. It also cites potential adverse federal and Hawai‘i tax law changes, including proposals affecting REIT dividends and state taxation of REIT income.
Alexander & Baldwin Inc