[8-K] Alexander & Baldwin, Inc. Reports Material Event

Rhea-AI Filing Summary

Alexander & Baldwin, Inc. (NYSE: ALEX) filed a Form 8-K to disclose that on June 17, 2025 it signed a Termination Agreement with Mahi Pono Holdings, LLC that fully settles the remaining obligations arising from the December 17, 2018 Purchase and Sale Agreement.

Prior to the new accord, A&B owed Mahi Pono approximately $69.7 million. Under the Termination Agreement the company will:

• Transfer its 50% ownership interest in East Maui Irrigation Company, LLC to Mahi Pono.
• Forego receipt of a previously agreed $2.7 million payment from Mahi Pono.
• Pay $55.3 million to Mahi Pono in the following schedule:
  • $10.0 million at signing (June 17, 2025)
  • $12.65 million on the first anniversary
  • $12.65 million on the second anniversary
  • $10.0 million on the third anniversary
  • $10.0 million on the fourth anniversary

The arrangement eliminates the former liability, but also divests A&B of a strategic water-supply asset (East Maui Irrigation) and forfeits a cash inflow. No additional financial statements, earnings data, or guidance updates were provided in this filing.

Insights

Financial Analyst

TL;DR: Liability cut by $14.4 million, but asset and $2.7 million receivable surrendered—net valuation effect uncertain.

The agreement reduces the headline cash liability from $69.7 million to $55.3 million, improving near-term leverage metrics and providing a defined four-year payment runway. However, A&B gives up its 50% stake in East Maui Irrigation, a critical infrastructure asset for agricultural and potential development projects, as well as a $2.7 million receivable. Because the filing supplies no fair-value estimate for the EMI stake, investors cannot yet quantify whether the exchange creates or destroys shareholder value. Cash-flow timing improves slightly (front-end payment lower than total liability) but total cash out remains material. Overall impact appears neutral until the market can gauge the value relinquished.

M&A Specialist

TL;DR: Clean exit from 2018 agreement; strategic real-estate focus sharpened, yet water asset divestiture may limit future development leverage.

Terminating the 2018 purchase arrangement simplifies A&B’s capital structure and removes ongoing escrow complexities. Management effectively monetises the obligation via a staged payout, enhancing predictability. On the flip side, surrendering EMI diminishes optionality for future agricultural redevelopment on Maui and could raise future water-access costs. Absent valuation data, the move seems driven by risk reduction rather than value creation. From an M&A lens, this is a tidy unwinding, but its strategic cost hinges on EMI’s implicit worth.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): June 20, 2025

ALEXANDER & BALDWIN, INC.

(Exact name of registrant as specified in its charter)

Hawaii

001-35492

45-4849780

(State or other jurisdiction of incorporation or organization)

(Commission File Number)

(I.R.S. Employer Identification No.)

P. O. Box 3440,

Honolulu,

Hawaii

96801

(Address of principal executive offices)

(Zip Code)

(808) 525-6611

(Registrant’s telephone number, including area code)

N/A

(Former name or former address,

if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2.):

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

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

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

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

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

Title of each class			Trading Symbol(s)			Name of each exchange on which registered
Common Stock, without par value			ALEX			New York Stock Exchange

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

Emerging growth company ☐

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

Item 1.01. Entry into a Material Definitive Agreement.

On June 17, 2025, Alexander & Baldwin, Inc. (the “Company”) and certain of its subsidiaries (collectively, “A&B”) entered into a Termination Agreement (the “Agreement”) with Mahi Pono Holdings, LLC and certain of its related entities (collectively, “Mahi Pono”). The Agreement generally terminates the remaining rights and obligations under the Purchase and Sale Agreement and Escrow Instructions between A&B and Mahi Pono, dated December 17, 2018, which was described in the Company’s Form 8-K dated December 20, 2018, including A&B’s obligation to Mahi Pono of approximately $69.7 million. Under the Agreement, A&B shall transfer its 50% ownership interest in East Maui Irrigation Company, LLC and forego the receipt of payment of $2.7 million. In addition, A&B shall pay $55.3 million to Mahi Pono in installments over a period of four years with $10.0 million paid upon execution of the Agreement, $12.65 million each on the first and second anniversaries of the execution date of the Agreement, and $10.0 million each on the third and fourth anniversaries of the execution date of the Agreement.

Item 1.02. Termination of a Material Definitive Agreement.

The information set forth under Item 1.01 is incorporated herein by reference.

SIGNATURE

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

                        Date:  June 20, 2025

                        ALEXANDER & BALDWIN, INC.

                        /s/ Clayton K.Y. Chun

                        Clayton K.Y. Chun

                        Executive Vice President,
                        Chief Financial Officer and Treasurer

FAQ

What did ALEX disclose in its June 20 2025 Form 8-K?

ALEX entered a Termination Agreement with Mahi Pono, replacing a $69.7 million obligation with a $55.3 million staged payment and asset transfer.

How much will Alexander & Baldwin pay under the new agreement?

The company will pay $55.3 million: $10 million upfront, $12.65 million on both the first and second anniversaries, and $10 million on the third and fourth anniversaries.

What asset is Alexander & Baldwin giving up?

ALEX will transfer its 50% ownership in East Maui Irrigation Company, LLC to Mahi Pono.

Does the agreement affect any receivable owed to ALEX?

Yes. ALEX will forego a $2.7 million payment that Mahi Pono previously owed.

Is there any impact on Alexander & Baldwin's earnings guidance?

The filing provides no earnings or guidance updates; only the agreement details are disclosed.