Alexander & Baldwin (NYSE: ALEX) CFO exits stake after $20.85-per-share buyout

Rhea-AI Filing Summary

Alexander & Baldwin, Inc. Chief Financial Officer Clayton K. Y. Chun reported several disposals of common stock tied to the company’s cash merger. On March 12, 2026, he made a bona fide gift of 9,505 shares of common stock to a donor-advised fund, receiving no consideration and relinquishing beneficial ownership of those shares.

On the same date, under the merger agreement, all remaining directly held shares were disposed of to the issuer and then converted to cash. Each outstanding share of Alexander & Baldwin common stock was automatically cancelled and converted into the right to receive $20.85 in cash per share, less applicable withholding taxes, as the company merged into a subsidiary of Tropic Purchaser LLC.

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CFO’s reported disposals reflect merger cash-out and a charitable gift, not market selling.

The filing shows Clayton K. Y. Chun, CFO of Alexander & Baldwin, disposing of common stock through a bona fide gift and merger-related cancellations. He gifted 9,505 shares to a donor-advised fund, receiving no consideration and relinquishing beneficial ownership.

The remaining directly held shares were cancelled at the merger’s effective time and converted into cash at $20.85 per share, consistent with the merger agreement. There are no derivative holdings listed after these transactions, indicating his equity stake was fully cashed out as the company became a wholly owned subsidiary of Tropic Purchaser LLC.

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^*

Chun Clayton K Y

(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)

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

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		G(1)		9,505	D	$0.0000	93,092	D
Common Stock	03/12/2026		D		16,941	D	$0(2)	76,151	D
Common Stock	03/12/2026		D		76,151	D	$0(3)	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. The reporting person made a bona fide gift of the Issuer's common stock to a donor-advised fund. The reporting person received no consideration for this transfer and no longer beneficially owns the shares.

2. 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 ("RSU Award"), other than an RSU Award held by a non-employee director, 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 RSU Award immediately prior to the Effective Time and (ii) the Merger Consideration, plus any accrued and unpaid dividend equivalents corresponding to such RSU Award, with each such amount remaining subject to the applicable award agreement governing the terms of the corresponding RSU Award, including double-trigger severance protections and vesting terms. [See FN (2) for other defined terms]

3. 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/ Clayton K. Y. Chun	03/13/2026
	** 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).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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FAQ

What insider transactions did Alexander & Baldwin (ALEX) CFO report?

The CFO reported a bona fide gift of 9,505 shares of common stock to a donor-advised fund and additional disposals of his remaining directly held shares as part of the cash merger, leaving him with no directly held Alexander & Baldwin shares.

At what price were Alexander & Baldwin (ALEX) shares cashed out in the merger?

Each share of Alexander & Baldwin common stock was converted into the right to receive $20.85 in cash per share, without interest and less applicable withholding taxes, when the company merged into a subsidiary of Tropic Purchaser LLC on March 12, 2026.

Did the Alexander & Baldwin (ALEX) CFO sell shares on the open market?

No open-market sales were reported. The Form 4 shows a bona fide gift of 9,505 shares to a donor-advised fund with no consideration and merger-related cancellations of the remaining shares for cash under the agreed $20.85 per share merger consideration.

What happened to Alexander & Baldwin (ALEX) common stock in the Tropic Purchaser LLC merger?

At the merger’s effective time, each issued and outstanding share of Alexander & Baldwin common stock, excluding specified held shares, was automatically cancelled and converted into cash at $20.85 per share, less applicable withholding taxes, as the company became a wholly owned subsidiary.

Does the Alexander & Baldwin (ALEX) CFO still beneficially own company shares after these transactions?

According to the filing, the CFO no longer beneficially owns the 9,505 gifted shares, and his remaining directly held shares were cancelled and cashed out at $20.85 per share in the merger, resulting in no directly held common stock after the transactions.