Alexander & Baldwin (NYSE: ALEX) shareholders receive $20.85 per share in cash merger exit

Rhea-AI Filing Summary

Alexander & Baldwin, Inc. completed a cash merger in which all outstanding common shares were converted into $20.85 per share, and director Shelee M.T. Kimura’s equity was cashed out. Her Form 4 shows two dispositions to the issuer that together reduce her directly held common stock from 17,699 shares to zero.

Under the merger, Alexander & Baldwin merged into Tropic Merger Sub LLC, which survives as a wholly owned subsidiary of Tropic Purchaser LLC, so the company’s separate public existence ended. In addition, each non-employee director’s restricted stock units were cancelled and converted into a cash right equal to the number of shares underlying the award multiplied by the $20.85 merger consideration, plus any accrued and unpaid dividend equivalents, all subject to applicable withholding taxes.

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M&A and equity compensation analyst

Form 4 confirms Alexander & Baldwin’s cash sale and full cash-out of this director’s equity.

The transactions show Shelee M.T. Kimura, a director of Alexander & Baldwin, Inc., disposing of her entire direct common stock position through issuer dispositions tied to a completed merger. Every outstanding common share was converted into a right to receive $20.85 in cash.

The disclosure also explains treatment of non-employee director RSUs. Each award was cancelled and converted into a cash payment equal to the shares subject to the award times the $20.85 merger consideration, plus accrued and unpaid dividend equivalents, subject to withholding taxes. This is standard for an all-cash change-of-control transaction.

Following the merger on March 12, 2026, Alexander & Baldwin ceased its separate existence and Tropic Merger Sub LLC became a wholly owned subsidiary of Tropic Purchaser LLC. For investors, this effectively marks the endpoint of ALEX as an independent public investment, with value realized in cash at the stated per-share price.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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X

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

KIMURA SHELEE M.T.

(Last) (First) (Middle)

822 BISHOP STREET

(Street)

HONOLULU HI 96813

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Alexander & Baldwin, Inc. [ ALEX ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
03/12/2026

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	03/12/2026		D		6,540	D	$0(1)	11,159	D
Common Stock	03/12/2026		D		11,159	D	$0(2)	0.0000	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

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]

2. 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").

	/s/ Shelee M. T. Kimura	03/15/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What does the latest Form 4 for Alexander & Baldwin (ALEX) show for director Shelee M.T. Kimura?

The Form 4 reports that director Shelee M.T. Kimura disposed of all directly held Alexander & Baldwin common stock through issuer dispositions in connection with a completed cash merger, reducing her direct ownership from 17,699 shares to zero as her equity was converted into cash.

What are the key merger terms affecting Alexander & Baldwin (ALEX) common shareholders?

Each issued and outstanding Alexander & Baldwin common share, other than certain excluded holdings, was automatically cancelled and converted into the right to receive $20.85 in cash per share, without interest and less applicable withholding taxes, upon completion of the merger described in the Form 4 footnotes.

How were non-employee director RSUs of Alexander & Baldwin (ALEX) treated in the merger?

Each non-employee director restricted stock unit award was cancelled at the merger’s effective time and converted into a cash right equal to the number of underlying shares multiplied by the $20.85 merger consideration, plus any accrued and unpaid dividend equivalents, subject to applicable withholding taxes for the holder.

What happened to Alexander & Baldwin (ALEX) as a corporate entity after the merger?

Alexander & Baldwin merged with and into Tropic Merger Sub LLC. Its separate existence ceased, and Tropic Merger Sub survived as a wholly owned subsidiary of Tropic Purchaser LLC, meaning Alexander & Baldwin is no longer an independent public company following this transaction.

Who are the counterparties in Alexander & Baldwin’s (ALEX) merger noted in the Form 4?

The merger involved Alexander & Baldwin, Inc. as issuer, Tropic Purchaser LLC as the parent entity, and Tropic Merger Sub LLC as a wholly owned subsidiary of the parent. Alexander & Baldwin merged into Tropic Merger Sub LLC under a December 8, 2025 Agreement and Plan of Merger.

What cash consideration did Alexander & Baldwin (ALEX) shareholders receive in the merger?

Each eligible share of Alexander & Baldwin common stock outstanding immediately before the effective time was automatically cancelled and converted into the right to receive $20.85 in cash per share, without interest and subject to applicable withholding taxes, as specified in the merger agreement’s terms.