Morita Scott G 4

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.