LAING DIANA 4
4 · Alexander & Baldwin, Inc. · Filed Mar 16, 2026
Research Summary
AI-generated summary of this filing
Alexander & Baldwin (ALEX) Director Diana Laing Cashes Out 39,112 Shares
What Happened
- Diana Laing, a director of Alexander & Baldwin (ALEX), had two dispositions to the issuer on March 12, 2026: 6,540 shares and 32,572 shares (total 39,112 shares). These were not open-market sales but cash conversions under the merger. Under the merger agreement each outstanding share (and certain Director RSU awards) was converted into the right to receive $20.85 per share. The 39,112 shares convert to approximately $815,485.20 before any withholding and plus any accrued and unpaid dividend equivalents where applicable.
Key Details
- Transaction date: March 12, 2026 (Effective Time of the merger).
- Report filed: March 16, 2026 (Form 4 filed after the March 12 transaction date; filing appears timely).
- Price/consideration: $20.85 per share under the Merger Agreement (the Form 4 shows $0.00 per share because the dispositions were conversions to cash, not open-market trades).
- Shares disposed: 6,540 and 32,572 (total 39,112).
- Proceeds: ~ $815,485.20 gross, less applicable withholding taxes; Director RSU awards also converted to cash and may include accrued dividend equivalents per footnote.
- Shares owned after transaction: Issuer’s common shares were cancelled at the Effective Time and converted to cash under the merger; the filing reflects a cash-out rather than a retained equity position.
Context
- These dispositions arose from the March 12, 2026 merger in which Alexander & Baldwin was acquired and each outstanding share was converted into $20.85 in cash. This is a routine cash-out transaction tied to the corporate merger (Disposition to Issuer), not an open-market sale that signals a director’s trading view. The filing’s footnotes explain conversion of Director RSU awards into cash and possible payment of accrued dividend equivalents.
Insider Transaction Report
Form 4Exit
LAING DIANA
Director
Transactions
- Disposition to Issuer
Common Stock
[F1]2026-03-12−6,540→ 32,572 total - Disposition to Issuer
Common Stock
[F2]2026-03-12−32,572→ 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").
Signature
/s/ Diana M. Laing|2026-03-13