PASQUALE DOUGLAS M 4

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.