Kanehira Derek T 4

What Happened
Derek T. Kanehira, Senior Vice President of Alexander & Baldwin, had 4,349 and 16,652.39 restricted stock units (total 21,001.39 RSUs) cancelled and converted into cash at the effective time of the company’s March 12, 2026 merger. The Merger Agreement set the cash consideration at $20.85 per share, which implies gross proceeds of about $437,878 before any applicable withholding taxes. The Form 4 reports these as dispositions to the issuer (code D) with $0.00 per-share in the transaction lines because the RSUs were converted under the merger terms rather than sold on the open market.

Key Details

• Transaction date: March 12, 2026 (Effective Time of the merger).
• Form 4 filed: March 16, 2026 (filed on time — within the two business days rule).
• Disposed shares: 4,349 and 16,652.39 (total 21,001.39 RSUs).
• Merger cash consideration: $20.85 per share → estimated gross proceeds ≈ $437,878.
• Form 4 shows $0.00 price/amount for each disposition line; see footnotes F1 and F2 explaining RSU conversion and $20.85 Merger Consideration.
• Shares owned after the transaction are not specified in the provided excerpt; the issuer’s separate existence ceased at the Effective Time.

Context
This was not an open-market sale but a corporate transaction: Alexander & Baldwin merged into a buyer (Tropic Purchaser LLC/merger sub) and outstanding RSU awards vested/converted per the Merger Agreement (cash-out). Such dispositions due to a merger are routine and reflect the deal terms rather than an insider’s immediate trading decision. Net cash received may be reduced by applicable withholding taxes as noted in the filing.