Alexander & Baldwin (NYSE: ALEX) director cashes out in merger

Rhea-AI Filing Summary

Alexander & Baldwin, Inc. director Diana Laing disposed of all her common stock in connection with the company’s cash merger. The Form 4 shows two issuer dispositions on March 12, 2026, reducing her directly held common shares to zero.

Footnotes explain that Alexander & Baldwin merged with Tropic Merger Sub LLC, ceasing its separate existence and becoming a wholly owned subsidiary of Tropic Purchaser LLC. Each outstanding common share was cancelled and converted into the right to receive $20.85 in cash per share, subject to applicable taxes. Service-based director restricted stock units were also cancelled and converted into a cash payment based on the same merger consideration plus accrued dividend equivalents.

Insights

Corporate actions analyst

Director’s equity is cashed out as Alexander & Baldwin goes private in a cash merger.

The transactions show director Diana Laing disposing of all directly held Alexander & Baldwin common shares through issuer dispositions tied to a merger. This is not an open‑market sale but an automatic cancellation of equity as part of a change of control.

Footnotes describe a merger where each outstanding share converts into a right to receive $20.85 cash per share, and director service-based RSUs convert into cash based on the same price plus accrued dividend equivalents. This effectively cashes out the director’s equity as the company becomes a wholly owned subsidiary of Tropic Purchaser LLC.

From an investor perspective, this Form 4 mainly documents the mechanics of the closing transaction rather than discretionary trading by the director. The key takeaway is the completion of the all‑cash merger at the stated per‑share consideration and the elimination of public common equity.

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

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

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^*

LAING DIANA

(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)	32,572	D
Common Stock	03/12/2026		D		32,572	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/ Diana M. Laing	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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What does Diana Laing’s Form 4 for Alexander & Baldwin (ALEX) report?

The Form 4 reports that director Diana Laing disposed of all her directly held Alexander & Baldwin common stock through issuer dispositions completed at the closing of a cash merger, which cancelled her shares and exchanged them for a cash payment per share.

What merger terms affecting Alexander & Baldwin (ALEX) shareholders are described?

The filing states that at the merger’s effective time, each outstanding Alexander & Baldwin common share was cancelled and converted into the right to receive $20.85 in cash per share, without interest and less applicable withholding taxes, providing a fixed cash consideration to former shareholders.

How were Alexander & Baldwin (ALEX) director restricted stock units treated in the merger?

Service-based director restricted stock unit awards were cancelled at the 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 associated with those awards, subject to applicable taxes.

What organizational change to Alexander & Baldwin (ALEX) occurred in the merger?

Alexander & Baldwin merged with Tropic Merger Sub LLC so that its separate corporate existence ceased. The surviving entity became a wholly owned subsidiary of Tropic Purchaser LLC, meaning the former public company is now privately held under that parent structure.

On what dates were the Alexander & Baldwin (ALEX) merger steps agreed and completed?

The Agreement and Plan of Merger was dated December 8, 2025, between Alexander & Baldwin, Tropic Purchaser LLC, and Tropic Merger Sub LLC. The merger and related share cancellations and cash conversions took effect on March 12, 2026, as reflected in the Form 4.