Alexander & Baldwin (NYSE: ALEX) completes $20.85-per-share cash merger

Rhea-AI Filing Summary

Alexander & Baldwin, Inc. completed its cash merger with Tropic Merger Sub LLC, where each outstanding common share was cancelled and converted into the right to receive $20.85 in cash, less applicable taxes. Principal accounting officer Anthony J. Tommasino disposed of 2,570 common shares to the issuer and then his remaining 6,113.5406 shares in issuer dispositions, leaving him with no direct common stock holdings after the transactions.

Insights

Equity compensation and M&A analyst

Form 4 shows completion of a cash merger and cleanup of insider equity.

The filing reflects Anthony J. Tommasino, principal accounting officer of Alexander & Baldwin, disposing of all his common shares back to the issuer. The transactions are coded "D" for issuer disposition, with no per-share price in the table.

Footnotes explain that these actions occurred at the effective time of a cash merger with Tropic Merger Sub LLC. Each outstanding common share was cancelled and converted into the right to receive $20.85 in cash, subject to withholding taxes. This indicates his equity position was cashed out as part of the change in control.

The Form 4 thus documents administrative consequences of the merger for one officer’s holdings rather than a discretionary market trade. The main economic terms—cancellation of shares and the $20.85 cash consideration—were set in the December 8, 2025 merger agreement and implemented at the merger’s effective time on March 12, 2026.

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^*

Tommasino Anthony J

(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)
	Principal accounting 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		D		2,570	D	$0(1)	6,113.5406	D
Common Stock	03/12/2026		D		6,113.5406	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/ Anthony J. Tommasino	03/13/2026
	** Signature of Reporting Person	Date
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FAQ

What insider transaction did Alexander & Baldwin (ALEX) report in this Form 4?

The Form 4 reports that principal accounting officer Anthony J. Tommasino disposed of all his Alexander & Baldwin common shares back to the issuer in two issuer dispositions, both dated March 12, 2026, leaving him with no remaining direct common stock holdings.

Why were Anthony J. Tommasino’s Alexander & Baldwin (ALEX) shares disposed of?

His shares were disposed of because Alexander & Baldwin merged with Tropic Merger Sub LLC. At the merger’s effective time, each outstanding common share was cancelled and converted into a right to receive a fixed cash amount under the merger agreement.

What cash consideration did Alexander & Baldwin (ALEX) shareholders receive in the merger?

Under the merger agreement, each outstanding share of Alexander & Baldwin common stock was automatically cancelled and converted into the right to receive $20.85 in cash, without interest and less applicable withholding taxes, at the effective time of the merger.

How many Alexander & Baldwin (ALEX) shares did Anthony J. Tommasino hold after the merger transactions?

After the March 12, 2026 issuer disposition transactions, Anthony J. Tommasino’s reported direct holdings of Alexander & Baldwin common stock were reduced to 0.0000 shares, reflecting that all previously held common shares were cancelled in connection with the cash merger.

What does transaction code "D" mean in the Alexander & Baldwin (ALEX) Form 4?

Transaction code "D" on the Form 4 indicates a disposition to the issuer. In this case, Tommasino’s common stock was surrendered back to Alexander & Baldwin as part of the merger process, rather than through open-market sales to third-party investors.

How were Alexander & Baldwin (ALEX) service-based RSU awards 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 and converted into the right to receive cash equal to the RSU share count times the $20.85 merger consideration, plus any accrued, unpaid dividend equivalents, subject to award terms.