Chun Clayton K Y 4
4 · Alexander & Baldwin, Inc. · Filed Mar 16, 2026
Research Summary
AI-generated summary of this filing
ALEX CFO Clayton K. Y. Chun Gifts and Cancels 102,597 Shares
What Happened Clayton K. Y. Chun, Chief Financial Officer of Alexander & Baldwin (ALEX), disposed of a total of 102,597 shares on March 12, 2026. He made a bona fide gift of 9,505 shares to a donor-advised fund (no consideration received; F1) and had 16,941 and 76,151 shares converted/disposed to the issuer in connection with the company’s merger (F3). Under the merger terms each outstanding share was cancelled and converted into the right to receive $20.85 in cash; the 93,092 shares converted in the merger equate to approximately $1.94 million (93,092 × $20.85). The Form 4 reports $0.00 for the per-share amount because the cash consideration arises from the merger mechanics, not an open-market trade.
Key Details
- Transaction date: March 12, 2026; Form 4 filed March 16, 2026 (timely).
- Reported transactions: Gift (G) — 9,505 shares; Disposition to issuer (D) — 16,941 shares and 76,151 shares.
- Reported price: $0.00 (Form 4) — merger consideration per share is $20.85 (F3).
- Cash value for converted shares: ~ $1,940,968 for 93,092 shares.
- Post-transaction ownership: Reporting person no longer beneficially owns the gifted shares (F1) and the converted shares were cancelled at the merger Effective Time (F3/F2), so these shares are no longer held.
- Notable footnotes: Gift to a donor-advised fund (F1); RSU awards with service-only vesting were cancelled and converted into cash per the merger terms (F2); merger Effective Time and per-share cash consideration explained in F3.
- Filing timeliness: Form 4 was filed within the required window (no late filing flag).
Context These were not open-market sales. The gift to a donor-advised fund is a personal, non-market transfer and does not necessarily indicate trading sentiment. The other dispositions were the routine cash-out of shares and RSUs under the terms of the merger (each share cancelled for $20.85). For employees, RSU conversions and cash payouts remain subject to the original award agreements (including any severance or tax-withholding provisions).
Insider Transaction Report
- Gift
Common Stock
[F1]2026-03-12−9,505→ 93,092 total - Disposition to Issuer
Common Stock
[F2]2026-03-12−16,941→ 76,151 total - Disposition to Issuer
Common Stock
[F3]2026-03-12−76,151→ 0 total
Footnotes (3)
- [F1]The reporting person made a bona fide gift of the Issuer's common stock to a donor-advised fund. The reporting person received no consideration for this transfer and no longer beneficially owns the shares.
- [F2]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]
- [F3]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").