Leong John T 4
4 · Alexander & Baldwin, Inc. · Filed Mar 16, 2026
Research Summary
AI-generated summary of this filing
ALEX Director John T. Leong Receives Cash for 32,802 Shares
What Happened
- John T. Leong, a director of Alexander & Baldwin, reported dispositions on March 12, 2026 that total 32,802 shares (6,540 + 26,259 + 3). The Form 4 shows dispositions to the issuer at $0.00 per share, but footnotes explain these were Director RSU awards cancelled in the merger and converted into cash equal to the Merger Consideration of $20.85 per share. That implies gross consideration of roughly $683,921.70 before any applicable withholding taxes.
Key Details
- Transaction date: March 12, 2026 (Effective Time of the merger)
- Report filed: March 16, 2026 (filed within required reporting window)
- Form transaction code: D (disposition to issuer); Form shows $0.00 per share because awards were cancelled, not sold on the open market
- Merger consideration: $20.85 per share under the Merger Agreement (per footnote)
- Estimated gross cash received: ~ $683,922 (32,802 × $20.85), less any applicable withholding taxes
- Shares owned after transaction: not specified in the provided Form 4 excerpt
- Notable footnotes: F1 — Director RSU awards with service-based vesting were cancelled and converted into cash; F2 — Issuer merged into Merger Sub and each outstanding common share (other than excluded shares) was converted into $20.85 in cash
Context
- This was not an open-market sale by the director but a corporate action tied to the closing of the merger (Alexander & Baldwin merged into Tropic Merger Sub LLC). Because the RSUs were cancelled and converted into cash under the merger terms, the transaction reflects payout of awards rather than a trading decision by the director.
Insider Transaction Report
Form 4Exit
Leong John T
Director
Transactions
- Disposition to Issuer
Common Stock
[F1]2026-03-12−6,540→ 26,259 total - Disposition to Issuer
Common Stock
[F2]2026-03-12−26,259→ 0 total - Disposition to Issuer
Common Stock
[F2]2026-03-12−3→ 0 total(indirect: By Son)
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/ John T. Leong|2026-03-14