Alexander & Baldwin (ALEX) director shares cashed out at $20.85 in merger

Rhea-AI Filing Summary

Alexander & Baldwin, Inc. director Eric K. Yeaman reported disposing of his common stock in connection with the company’s merger with Tropic Merger Sub LLC. On March 12, 2026, two issuer dispositions totaling 9,513 shares and 72,014 shares of common stock reduced his direct holdings to zero.

Under the Merger Agreement, each share of Alexander & Baldwin common stock outstanding immediately before the effective time was cancelled and converted into the right to receive $20.85 in cash per share, without interest and less applicable withholding taxes.

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^*

YEAMAN ERIC K

(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		9,513	D	$0(1)	72,014	D
Common Stock	03/12/2026		D		72,014	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/ Eric K. Yeaman	03/12/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
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FAQ

What did Alexander & Baldwin (ALEX) director Eric K. Yeaman report in this Form 4?

Eric K. Yeaman reported two issuer dispositions of Alexander & Baldwin common stock on March 12, 2026. These transactions, coded as dispositions to the issuer, eliminated his direct holdings of the company’s common stock following completion of the merger.

How many Alexander & Baldwin (ALEX) shares did the director dispose of?

The Form 4 shows issuer dispositions of 9,513 shares and 72,014 shares of Alexander & Baldwin common stock. After these transactions, the total number of shares of common stock directly owned by Eric K. Yeaman was reported as zero.

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

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

What happened to Alexander & Baldwin (ALEX) in the Tropic Merger Sub LLC transaction?

Alexander & Baldwin merged with and into Tropic Merger Sub LLC under the Merger Agreement. The separate corporate existence of Alexander & Baldwin ceased, and Tropic Merger Sub LLC survived as a wholly owned subsidiary of Tropic Purchaser LLC after the effective time of the merger.

Why is the transaction price per share listed as 0.0000 in the Form 4 tables?

The non-derivative transaction lines show a price of 0.0000 because they are coded as dispositions to the issuer. The economic value to shareholders came separately from the merger terms, which provided $20.85 in cash per share for each outstanding share at the effective time.