Alexander & Baldwin (NYSE: ALEX) shareholders receive $20.85 per share in cash merger exit
Rhea-AI Filing Summary
Alexander & Baldwin, Inc. completed a cash merger in which all outstanding common shares were converted into $20.85 per share, and director Shelee M.T. Kimura’s equity was cashed out. Her Form 4 shows two dispositions to the issuer that together reduce her directly held common stock from 17,699 shares to zero.
Under the merger, Alexander & Baldwin merged into Tropic Merger Sub LLC, which survives as a wholly owned subsidiary of Tropic Purchaser LLC, so the company’s separate public existence ended. In addition, each non-employee director’s restricted stock units were cancelled and converted into a cash right equal to the number of shares underlying the award multiplied by the $20.85 merger consideration, plus any accrued and unpaid dividend equivalents, all subject to applicable withholding taxes.
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Insights
Form 4 confirms Alexander & Baldwin’s cash sale and full cash-out of this director’s equity.
The transactions show Shelee M.T. Kimura, a director of Alexander & Baldwin, Inc., disposing of her entire direct common stock position through issuer dispositions tied to a completed merger. Every outstanding common share was converted into a right to receive $20.85 in cash.
The disclosure also explains treatment of non-employee director RSUs. Each award was cancelled and converted into a cash payment equal to the shares subject to the award times the $20.85 merger consideration, plus accrued and unpaid dividend equivalents, subject to withholding taxes. This is standard for an all-cash change-of-control transaction.
Following the merger on March 12, 2026, Alexander & Baldwin ceased its separate existence and Tropic Merger Sub LLC became a wholly owned subsidiary of Tropic Purchaser LLC. For investors, this effectively marks the endpoint of ALEX as an independent public investment, with value realized in cash at the stated per-share price.
Insider Trade Summary
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Disposition | Common Stock | 6,540 | $0.00 | -- |
| Disposition | Common Stock | 11,159 | $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 held by a non-employee director ("Director RSU Award") 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 Director RSU Award immediately prior to the Effective Time and (ii) the Merger Consideration, plus any accrued and unpaid dividend equivalents corresponding to such Director RSU Award. [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").
