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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Insights
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.
Insider Trade Summary
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Disposition | Common Stock | 2,965 | $0.00 | -- |
| Disposition | Common Stock | 5,756 | $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").
