PASQUALE DOUGLAS M 4
4 · Alexander & Baldwin, Inc. · Filed Mar 16, 2026
Research Summary
AI-generated summary of this filing
Alexander & Baldwin (ALEX) Director Douglas M. Pasquale Sells 114,337 Shares
What Happened
- Douglas M. Pasquale, a director of Alexander & Baldwin, reported dispositions tied to the company’s March 12, 2026 merger. The filing shows two dispositions to the issuer totaling 114,337 units (6,540 and 107,797) reported at $0.00 on the Form 4, which reflects cancellation/conversion mechanics rather than an open‑market sale.
- Under the merger terms, each share/RSU was converted into cash payable at $20.85 per share. The combined cash consideration equals approximately $2,383,926.45 (about $136,359 for 6,540 RSU units and about $2,247,567.45 for 107,797 shares).
Key Details
- Transaction date: March 12, 2026 (Effective Time of the merger).
- Form 4 filed: March 16, 2026 — appears timely (within the two business‑day filing window).
- Reported price on Form 4: $0.00 (the zero reflects the conversion/cancellation reporting; actual Merger Consideration = $20.85 per share).
- Shares/units disposed: 6,540 (RSU conversion) and 107,797 (shares) — total 114,337.
- Cash received (approx.): $2,383,926.45 total.
- Shares owned after transaction: the filing reflects dispositions in connection with the merger; ALEX common stock outstanding was cancelled at the Effective Time per the merger terms (no continuing ALEX holdings reported).
- Notable footnotes: RSUs held by non‑employee directors were cancelled and converted into a cash payment equal to the number of underlying shares times the Merger Consideration; the merger consideration was $20.85/share.
Context
- This was not an open‑market sale but a company merger cash‑out: outstanding shares and certain RSUs were converted into a cash payment when Alexander & Baldwin merged into the buyer on March 12, 2026. Such dispositions reflect the deal mechanics rather than a director initiating a sale for personal reasons.
Insider Transaction Report
Form 4Exit
PASQUALE DOUGLAS M
Director
Transactions
- Disposition to Issuer
Common Stock
[F1]2026-03-12−6,540→ 107,797 total - Disposition to Issuer
Common Stock
[F2]2026-03-12−107,797→ 0 total
Footnotes (2)
- [F1]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]
- [F2]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").
Signature
/s/ Douglas M. Pasquale|2026-03-13