KIMURA SHELEE M.T. 4
4 · Alexander & Baldwin, Inc. · Filed Mar 16, 2026
Research Summary
AI-generated summary of this filing
Alexander & Baldwin Director Shelee M.T. Kimura Sells 17,699 Shares
What Happened
Shelee M.T. Kimura, a director of Alexander & Baldwin, had two dispositions on March 12, 2026: 6,540 and 11,159 shares (total 17,699). These were not open-market sales but cancellations/conversions in connection with Alexander & Baldwin’s merger. Under the merger terms, each share (and director RSU) was converted into $20.85 in cash, so the 17,699 shares represent approximately $369,024.15 in cash consideration (plus any accrued dividend equivalents), subject to applicable withholding.
Key Details
- Transaction date: March 12, 2026. Form 4 filed March 16, 2026 (within the usual 2-business-day filing window).
- Reported entries show "Disposition to the issuer" at $0.00 per share on the Form 4; footnotes explain the conversion to cash under the Merger Agreement at $20.85 per share.
- Breakout: 6,540 shares → approx. $136,359.00; 11,159 shares → approx. $232,665.15; total ≈ $369,024.15.
- Footnote: Director RSU awards subject only to service-based vesting were canceled and converted into a cash payment equal to (# shares) × Merger Consideration ($20.85), plus any accrued dividend equivalents; payments subject to withholding.
- Shares owned after the transaction: not reported on this Form 4.
Context
This activity reflects the company being acquired (effective March 12, 2026) and the automatic cash-out of common shares and certain RSUs at the merger consideration ($20.85/share). Because this is a corporate merger payment rather than an active sale by the insider, it should be viewed as a transaction resulting from the deal terms rather than a signal of the insider’s market sentiment.
Insider Transaction Report
- Disposition to Issuer
Common Stock
[F1]2026-03-12−6,540→ 11,159 total - Disposition to Issuer
Common Stock
[F2]2026-03-12−11,159→ 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").