Morita Scott G 4
4 · Alexander & Baldwin, Inc. · Filed Mar 16, 2026
Research Summary
AI-generated summary of this filing
Alexander & Baldwin (ALEX) Sr. VP Scott Morita Disposes RSUs in Merger
What Happened
- Scott G. Morita, Senior Vice President & Corporate Counsel of Alexander & Baldwin, had restricted stock units (RSUs) cancelled and converted into a cash payment in connection with the company's merger. The filing reports two dispositions to the issuer on March 12, 2026 totaling 8,721 shares (2,965 + 5,756). Under the merger terms each share was converted into $20.85 in cash, so the 8,721 shares correspond to about $181,832.85 (before applicable tax withholdings and subject to award agreement terms).
Key Details
- Transaction date: March 12, 2026; Form 4 filed March 16, 2026 (filed 4 days after the transactions).
- Reported dispositions: 2,965 shares and 5,756 shares (total 8,721).
- Price per share under merger: $20.85 cash; total ≈ $181,832.85 (less any applicable withholding taxes).
- Report shows dispositions to the issuer (cash-out of RSUs) with $0 reported per-line because the RSUs were converted per the Merger Agreement; cash consideration described in footnote.
- Shares owned after the transaction: not specified in the excerpt of the filing provided.
- Footnotes: F1 explains RSUs (service-vesting awards) were cancelled and converted to cash subject to award agreements (including any double-trigger severance or vesting protections). F2 confirms the merger consideration of $20.85 per share and that Alexander & Baldwin merged into the buyer on March 12, 2026.
Context
- This was not an open-market sale by the insider but a cash settlement of RSUs due to the merger—routine for deal closings and does not necessarily signal a trading view by the insider.
- The cash payment is governed by the merger agreement and the original award terms; withholding taxes may apply and could account for the mechanics of the reported disposition.
Insider Transaction Report
Form 4Exit
Morita Scott G
Sr. Vice Pres. & Corp Counsel
Transactions
- Disposition to Issuer
Common Stock
[F1]2026-03-12−2,965→ 5,756 total - Disposition to Issuer
Common Stock
[F2]2026-03-12−5,756→ 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 ("RSU Award"), other than an RSU Award held by a non-employee director, 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 RSU Award immediately prior to the Effective Time and (ii) the Merger Consideration, plus any accrued and unpaid dividend equivalents corresponding to such RSU Award, with each such amount remaining subject to the applicable award agreement governing the terms of the corresponding RSU Award, including double-trigger severance protections and vesting terms. [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/ Scott G. Morita|2026-03-12