[Form 4] Alexander & Baldwin, Inc. Insider Trading Activity
Rhea-AI Filing Summary
Alexander & Baldwin, Inc. President and CEO Lance K. Parker reported returning his common shares to the company in connection with the closing of a merger. Two disposition-to-issuer transactions on March 12, 2026 in common stock reduced his direct holdings from 235,909.695 shares to zero.
Under the merger agreement, Alexander & Baldwin merged into Tropic Merger Sub LLC, which became a wholly owned subsidiary of Tropic Purchaser LLC. At the effective time, each outstanding common share was cancelled and converted into the right to receive $20.85 in cash, less applicable taxes. Service-based restricted stock units were also cancelled and converted into cash based on the same merger consideration plus any accrued dividend equivalents.
Positive
- None.
Negative
- None.
Insights
CEO equity is cashed out in a going-private merger at a fixed cash price.
The filing shows Lance K. Parker, President and CEO of Alexander & Baldwin, Inc., disposing of his common stock back to the issuer. The D-code entries are issuer dispositions at a stated price of $0 in the table, reflecting cancellation rather than an open-market sale.
Footnotes explain that on March 12, 2026, Alexander & Baldwin merged into Tropic Merger Sub LLC, becoming a wholly owned subsidiary of Tropic Purchaser LLC. Each outstanding common share converted into the right to receive $20.85 in cash, and service-based RSU awards were similarly cancelled for cash plus dividend equivalents.
After these transactions, Parker no longer holds direct common shares, consistent with all public equity being cashed out in the merger. This filing primarily records the mechanics of the completed transaction rather than a discretionary insider trade, so its informational value lies in confirming the merger’s equity treatment and completion terms.
Insider Trade Summary
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Disposition | Common Stock | 20,542 | $0.00 | -- |
| Disposition | Common Stock | 235,909.695 | $0.00 | -- |
Footnotes (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] 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").
