LAING DIANA 4

What Happened

• Diana Laing, a director of Alexander & Baldwin (ALEX), had two dispositions to the issuer on March 12, 2026: 6,540 shares and 32,572 shares (total 39,112 shares). These were not open-market sales but cash conversions under the merger. Under the merger agreement each outstanding share (and certain Director RSU awards) was converted into the right to receive $20.85 per share. The 39,112 shares convert to approximately $815,485.20 before any withholding and plus any accrued and unpaid dividend equivalents where applicable.

Key Details

• Transaction date: March 12, 2026 (Effective Time of the merger).
• Report filed: March 16, 2026 (Form 4 filed after the March 12 transaction date; filing appears timely).
• Price/consideration: $20.85 per share under the Merger Agreement (the Form 4 shows $0.00 per share because the dispositions were conversions to cash, not open-market trades).
• Shares disposed: 6,540 and 32,572 (total 39,112).
• Proceeds: ~ $815,485.20 gross, less applicable withholding taxes; Director RSU awards also converted to cash and may include accrued dividend equivalents per footnote.
• Shares owned after transaction: Issuer’s common shares were cancelled at the Effective Time and converted to cash under the merger; the filing reflects a cash-out rather than a retained equity position.

Context

• These dispositions arose from the March 12, 2026 merger in which Alexander & Baldwin was acquired and each outstanding share was converted into $20.85 in cash. This is a routine cash-out transaction tied to the corporate merger (Disposition to Issuer), not an open-market sale that signals a director’s trading view. The filing’s footnotes explain conversion of Director RSU awards into cash and possible payment of accrued dividend equivalents.