Alexander & Baldwin (NYSE: ALEX) director exits after $20.85 cash merger

Rhea-AI Filing Summary

Alexander & Baldwin director Douglas M. Pasquale reported the cancellation of his equity as the company completed its merger with Tropic Merger Sub LLC. Under the Merger Agreement, each share of common stock was converted into the right to receive $20.85 in cash, less taxes. Pasquale’s director restricted stock units and 107,797 shares of common stock were disposed of to the issuer in connection with the merger, leaving him with no remaining Alexander & Baldwin shares.

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^*

PASQUALE DOUGLAS M

(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)	107,797	D
Common Stock	03/12/2026		D		107,797	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/ Douglas M. Pasquale	03/13/2026
	** 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 insider transaction did Douglas M. Pasquale report at Alexander & Baldwin (ALEX)?

Douglas M. Pasquale reported disposing of his Alexander & Baldwin common stock in connection with the company’s merger. All reported shares were cancelled and converted into cash under the merger terms, leaving him with no remaining ALEX share holdings after the transaction.

What was the cash consideration in the Alexander & Baldwin (ALEX) merger?

Each share of Alexander & Baldwin common stock was converted into the right to receive $20.85 in cash, before applicable taxes. This per-share merger consideration applied at the effective time of the merger when the company combined with Tropic Merger Sub LLC.

How many Alexander & Baldwin (ALEX) shares did Douglas M. Pasquale dispose of?

Douglas M. Pasquale’s Form 4 shows dispositions tied to 6,540 shares related to director restricted stock units and 107,797 shares of common stock. Following these issuer dispositions, his reported direct ownership of Alexander & Baldwin common stock was reduced to zero shares.

Why were Douglas M. Pasquale’s Alexander & Baldwin (ALEX) shares cancelled?

His shares were cancelled because Alexander & Baldwin merged into Tropic Merger Sub LLC under a Merger Agreement. At the merger’s effective time, each outstanding share was automatically cancelled and converted into the right to receive cash at the agreed $20.85 per-share merger consideration.

What happened to director restricted stock units in the Alexander & Baldwin (ALEX) merger?

Director restricted stock units with only service-based vesting conditions were cancelled at the merger’s effective time. Each such award was converted into a cash payment equal to the number of underlying shares times the $20.85 merger consideration, plus any accrued and unpaid dividend equivalents.

Does Douglas M. Pasquale still own Alexander & Baldwin (ALEX) stock after the merger?

According to the Form 4, Douglas M. Pasquale holds no Alexander & Baldwin common stock after the merger-related dispositions. All his reported common shares and director restricted stock units were cancelled and converted into the right to receive the cash merger consideration at closing.