Kanehira Derek T 4
4 · Alexander & Baldwin, Inc. · Filed Mar 16, 2026
Research Summary
AI-generated summary of this filing
Alexander & Baldwin SVP Derek Kanehira Surrenders 21,001 RSUs in Merger
What Happened
Derek T. Kanehira, Senior Vice President of Alexander & Baldwin, had 4,349 and 16,652.39 restricted stock units (total 21,001.39 RSUs) cancelled and converted into cash at the effective time of the company’s March 12, 2026 merger. The Merger Agreement set the cash consideration at $20.85 per share, which implies gross proceeds of about $437,878 before any applicable withholding taxes. The Form 4 reports these as dispositions to the issuer (code D) with $0.00 per-share in the transaction lines because the RSUs were converted under the merger terms rather than sold on the open market.
Key Details
- Transaction date: March 12, 2026 (Effective Time of the merger).
- Form 4 filed: March 16, 2026 (filed on time — within the two business days rule).
- Disposed shares: 4,349 and 16,652.39 (total 21,001.39 RSUs).
- Merger cash consideration: $20.85 per share → estimated gross proceeds ≈ $437,878.
- Form 4 shows $0.00 price/amount for each disposition line; see footnotes F1 and F2 explaining RSU conversion and $20.85 Merger Consideration.
- Shares owned after the transaction are not specified in the provided excerpt; the issuer’s separate existence ceased at the Effective Time.
Context
This was not an open-market sale but a corporate transaction: Alexander & Baldwin merged into a buyer (Tropic Purchaser LLC/merger sub) and outstanding RSU awards vested/converted per the Merger Agreement (cash-out). Such dispositions due to a merger are routine and reflect the deal terms rather than an insider’s immediate trading decision. Net cash received may be reduced by applicable withholding taxes as noted in the filing.
Insider Transaction Report
- Disposition to Issuer
Common Stock
[F1]2026-03-12−4,349→ 16,652.39 total - Disposition to Issuer
Common Stock
[F2]2026-03-12−16,652.39→ 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").