[Form 4] Alexander & Baldwin, Inc. Insider Trading Activity
Rhea-AI Filing Summary
Alexander & Baldwin, Inc. completed a merger in which it was combined with Tropic Merger Sub LLC and became a wholly owned subsidiary of Tropic Purchaser LLC. As part of this cash merger, director John T. Leong disposed of all his Alexander & Baldwin common stock and director restricted stock units through issuer dispositions. Each outstanding common share was cancelled at the effective time and converted into the right to receive $20.85 in cash, less taxes, and each director restricted stock unit was similarly cancelled for a cash amount based on the same $20.85 merger consideration. The filing also shows the cancellation of a small indirect holding of 3 shares held by his son, leaving no reported remaining ownership.
Positive
- None.
Negative
- None.
Insights
Director’s equity is fully cashed out through a completed $20.85-per-share merger.
The transactions show Alexander & Baldwin being merged into Tropic Merger Sub LLC, with all outstanding common shares converted into a right to receive $20.85 per share in cash. This is a standard cash-out merger structure where the original public entity ceases separate existence.
Director John T. Leong records three issuer dispositions: cancellation of director restricted stock units, disposition of his remaining 26,259 directly held common shares, and a small 3-share indirect position held by his son. After these entries, the Form 4 shows no remaining common stock ownership.
Because these are mandatory, consideration-for-shares transactions under the merger agreement, they do not reflect discretionary trading views. The key takeaway is confirmation of the merger’s effectiveness and the $20.85 cash consideration applied uniformly to the director’s equity interests.
Insider Trade Summary
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Disposition | Common Stock | 6,540 | $0.00 | -- |
| Disposition | Common Stock | 26,259 | $0.00 | -- |
| Disposition | Common Stock | 3 | $0.00 | -- |
Footnotes (1)
- Pursuant to the terms and conditions of the Merger Agreement, at the Effective Time, each restricted stock unit award with vesting solely subject to service-based conditions held by a non-employee director ("Director RSU Award") that was outstanding as of immediately prior to the Effective Time was cancelled and converted into the right to receive an amount in cash (subject to applicable withholding taxes) equal to the product of (i) the aggregate number of shares of Issuer's common stock subject to such Director RSU Award immediately prior to the Effective Time and (ii) the Merger Consideration, plus any accrued and unpaid dividend equivalents corresponding to such Director RSU Award. [See FN (2) for other defined terms] On March 12, 2026, under the terms of the Agreement and Plan of Merger (the "Merger Agreement"), dated as of December 8, 2025, by and among Alexander & Baldwin, Inc. ("Issuer"), Tropic Purchaser LLC ("Parent") and Tropic Merger Sub LLC, a wholly owned subsidiary of Parent ("Merger Sub"), Issuer merged with and into Merger Sub (the "Merger") and the separate existence of Issuer ceased and Merger Sub survived as a wholly owned subsidiary of Parent. Under the terms and subject to the conditions in the Merger Agreement, at the effective time of the Merger (the "Effective Time") each share of Issuer's common stock that was issued and outstanding immediately prior to the Effective Time (other than any shares held by Issuer, any subsidiary of Issuer, Parent or Merger Sub) was automatically cancelled and converted into the right to receive an amount in cash equal to $20.85, without interest and less any applicable withholding taxes (the "Merger Consideration").
