Alexander & Baldwin (NYSE: ALEX) shares cashed out at $20.85

Rhea-AI Filing Summary

Alexander & Baldwin, Inc. completed a merger in which it was combined with Tropic Merger Sub LLC, becoming a wholly owned subsidiary of Tropic Purchaser LLC. At the merger’s effective time, each outstanding share of common stock was cancelled and converted into the right to receive $20.85 in cash, without interest and less applicable taxes.

In connection with this, Sr. Vice President & Corporate Counsel Scott G. Morita disposed of a total of 8,721 shares of common stock back to the issuer in two transactions reported as dispositions to the issuer. Following these transactions, he no longer holds Alexander & Baldwin common stock, having instead the cash merger consideration tied to those shares and prior service-based restricted stock units.

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Equity compensation and M&A specialist

Officer’s shares were cashed out at $20.85 due to the merger, not sold in the market.

The Form 4 shows Sr. Vice President & Corporate Counsel Scott G. Morita disposing of 8,721 Alexander & Baldwin common shares in two issuer dispositions. These entries reflect the closing of a cash merger where all outstanding shares were cancelled for cash, rather than discretionary trading.

Each share was converted into a right to receive $20.85 in cash, and outstanding service-based RSU awards were also cancelled for cash based on the same merger consideration plus accrued dividend equivalents. Because every shareholder was treated similarly and the officer made no open-market trades, this filing is largely administrative and does not provide a directional trading signal.

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^*

Morita Scott G

(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)
	Sr. Vice Pres. & Corp Counsel

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		2,965	D	$0(1)	5,756	D
Common Stock	03/12/2026		D		5,756	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 ("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]

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/ Scott G. Morita	03/12/2026
	** 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 does the Morita Form 4 for Alexander & Baldwin (ALEX) report?

The Form 4 reports that officer Scott G. Morita disposed of all 8,721 Alexander & Baldwin common shares in connection with a cash merger. His shares were cancelled and converted into the right to receive $20.85 per share in cash, rather than sold on the open market.

How much cash did Alexander & Baldwin (ALEX) shareholders receive in the merger?

Each outstanding share of Alexander & Baldwin common stock was converted into the right to receive $20.85 in cash. This amount is paid without interest and subject to applicable withholding taxes, reflecting the agreed merger consideration for all eligible shareholders at the effective time.

Did Scott G. Morita sell Alexander & Baldwin (ALEX) shares on the market?

No, the filing shows issuer dispositions, not open-market sales. Morita’s 8,721 shares were automatically cancelled in the merger and exchanged for cash at $20.85 per share under the merger agreement’s terms, consistent with the treatment of other outstanding shares.

What happened to Scott G. Morita’s ownership of Alexander & Baldwin (ALEX) stock?

After the reported transactions, Morita holds zero Alexander & Baldwin common shares. All of his previously held shares were disposed of back to the issuer and converted into cash merger consideration, as part of the closing of the merger with Tropic Purchaser LLC and its subsidiary.

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

Service-based restricted stock unit awards, other than those held by non-employee directors, were cancelled at the merger’s effective time. Each award was converted into a cash right equal to the number of underlying shares times the $20.85 merger consideration, plus accrued unpaid dividend equivalents, subject to existing vesting terms.

Who acquired Alexander & Baldwin (ALEX) in this cash merger?

Alexander & Baldwin merged with Tropic Merger Sub LLC, a wholly owned subsidiary of Tropic Purchaser LLC. After the merger, Alexander & Baldwin’s separate corporate existence ceased, and the surviving entity operates as a wholly owned subsidiary of Tropic Purchaser LLC under the agreed merger structure.