Alexander & Baldwin (NYSE: ALEX) SVP exits as shares cashed out at $20.85 in merger

Rhea-AI Filing Summary

Alexander & Baldwin, Inc. senior vice president Derek T. Kanehira reported the cancellation of his common stock and service-based restricted stock units in connection with the company’s merger into Tropic Merger Sub LLC. Each share of common stock was converted into the right to receive $20.85 in cash, less applicable taxes, at the merger’s effective time. His RSU awards were cancelled and converted into cash equal to the number of underlying shares multiplied by the same $20.85 merger consideration, plus any accrued and unpaid dividend equivalents, subject to existing award terms. Following these issuer dispositions, he no longer holds Alexander & Baldwin common stock.

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^*

Kanehira Derek T

(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)
	Senior Vice President

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		4,349	D	$0(1)	16,652.39	D
Common Stock	03/12/2026		D		16,652.39	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/ Derek T. Kanehira	03/14/2026
	** 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 did ALEX executive Derek Kanehira report in this Form 4?

Derek T. Kanehira reported dispositions of Alexander & Baldwin common stock tied to the company’s merger. His shares and RSU awards were cancelled and converted into cash based on a $20.85-per-share merger consideration, rather than through open-market sales.

What cash amount did ALEX shareholders receive in the merger?

Each Alexander & Baldwin common share was converted into the right to receive $20.85 in cash, without interest and less applicable withholding taxes. This fixed cash merger consideration applied to issued and outstanding shares not already held by the company or merger parties.

How were Derek Kanehira’s ALEX restricted stock units treated?

His service-based RSU awards were cancelled at the merger’s effective time and converted into cash. The cash equals the number of underlying shares times the $20.85 merger price, plus accrued dividend equivalents, and remains subject to the original award agreements’ vesting and severance terms.

Does Derek Kanehira still own Alexander & Baldwin (ALEX) stock?

No. After the reported issuer dispositions tied to the merger, his total holdings of Alexander & Baldwin common stock are shown as zero shares. All reported shares were cancelled and converted into cash consideration under the merger agreement’s terms.

What corporate transaction affected ALEX shares in this insider filing?

Alexander & Baldwin merged with Tropic Merger Sub LLC under a merger agreement dated December 8, 2025. At the effective time, each eligible common share was automatically cancelled and turned into a cash right of $20.85 per share, impacting all outstanding equity, including executive awards.

Were ALEX shares sold on the open market in this Form 4?

No open-market sales are reported. The Form 4 reflects issuer dispositions where Kanehira’s common shares and RSUs were cancelled and converted into cash at $20.85 per share as part of the closing mechanics of the merger transaction.