Alexander & Baldwin (ALEX) CFO accelerates PSU vesting tied to merger and 280G

Rhea-AI Filing Summary

Alexander & Baldwin, Inc. disclosed an insider equity transaction by its Chief Financial Officer. On December 29, 2025, the CFO acquired 80,671 shares of common stock at $0.0000 per share through the vesting of performance share units. These PSUs related to performance periods ending in 2025, 2026, and 2027 and were vested based on relative total shareholder return or financial metrics.

The Board accelerated vesting after assessing current performance to help mitigate potential adverse effects of Section 280G of the Internal Revenue Code in connection with a pending merger with Tropic Purchaser LLC and Tropic Merger Sub LLC. To cover tax withholding from vesting of previous equity awards, 48,842 shares of common stock were withheld at $20.72 per share. Following these transactions, the CFO beneficially owned 101,092 shares directly.

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

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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)
12/29/2025

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	12/29/2025		A(1)		80,671	A	$0.0000	149,934	D
Common Stock	12/29/2025		F(2)		48,842	D	$20.72	101,092	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. Represents shares of the Issuer's common stock underlying performance share units ("PSUs") with performance periods ending in calendar years 2025, 2026, and 2027 (each at 90%) that were eligible to vest based on the Issuer's relative total shareholder return or financial metrics, as applicable, over the relevant performance period. On December 29, 2025, the Board of Directors of the Issuer accelerated the vesting of the PSUs based on a determination of current performance against the goals in order to mitigate the adverse impact to the Issuer and the reporting person of Section 280G of the Internal Revenue Code in connection with the transactions contemplated by that certain Agreement and Plan of Merger, dated December 8, 2025, by and among the Issuer, Tropic Purchaser LLC, a Delaware limited liability company ("Parent") and Tropic Merger Sub LLC, a Hawaii limited liability company and wholly owned subsidiary of Parent.

2. Represents common stock withheld by the Issuer to cover tax withholding obligations arising from the vesting of previous grants of restricted stock units and performance share units.

	/s/ Clayton K. Y. Chun	12/30/2025
	** 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 Alexander & Baldwin (ALEX) report in this Form 4?

The Chief Financial Officer of Alexander & Baldwin, Inc. reported acquiring 80,671 shares of common stock on December 29, 2025 through the vesting of performance share units.

How many Alexander & Baldwin (ALEX) shares were withheld for taxes in this filing?

The filing shows that 48,842 shares of common stock were disposed of at $20.72 per share, representing stock withheld by the company to cover tax withholding obligations on prior equity awards.

What is the Alexander & Baldwin (ALEX) officer’s role mentioned in the Form 4?

The reporting person is identified as an Officer of Alexander & Baldwin, Inc., serving as its Chief Financial Officer.

Why were the Alexander & Baldwin (ALEX) performance share units vested early?

The Board of Directors accelerated vesting of the PSUs after determining current performance against established goals to mitigate the adverse impact of Section 280G of the Internal Revenue Code in connection with a merger agreement dated December 8, 2025.

What merger is referenced in the Alexander & Baldwin (ALEX) insider report?

The transactions are linked to an Agreement and Plan of Merger dated December 8, 2025 among Alexander & Baldwin, Inc., Tropic Purchaser LLC, and Tropic Merger Sub LLC.

How many Alexander & Baldwin (ALEX) shares does the CFO own after these transactions?

After the reported transactions, the Chief Financial Officer beneficially owned 101,092 shares of Alexander & Baldwin, Inc. common stock directly.

What do the performance share units in this Alexander & Baldwin (ALEX) filing represent?

The performance share units represent shares of common stock tied to performance periods ending in 2025, 2026, and 2027, with vesting based on relative total shareholder return or financial metrics.