Leong John T 4

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.