Tommasino Anthony J 4
4 · Alexander & Baldwin, Inc. · Filed Mar 16, 2026
Research Summary
AI-generated summary of this filing
Alexander & Baldwin (ALEX) Officer Anthony J. Tommasino Sells Shares
What Happened Anthony J. Tommasino, Principal Accounting Officer of Alexander & Baldwin, reported dispositions on March 12, 2026 of 2,570 and 6,113.541 shares (total 8,683.541). The Form 4 reports these as "disposition to the issuer" with $0 proceeds because his restricted stock units (RSUs) were cancelled at the effective time of the company’s merger and converted into the right to receive cash. Under the Merger Agreement each share was converted into $20.85 in cash, so the RSUs equate to roughly $181,052 before any applicable tax withholdings.
Key Details
- Transaction date: March 12, 2026; Form filed: March 16, 2026 (Accession 0001225208-26-003676).
- Reported dispositions: 2,570 shares and 6,113.541 shares (total 8,683.541).
- Form 4 shows $0 proceeds because the RSUs were cancelled and converted to a cash payment under the merger terms; Merger Consideration = $20.85 per share.
- Estimated cash value: 8,683.541 × $20.85 ≈ $181,052 (subject to applicable withholding taxes and award terms).
- Shares owned after the transaction: not specified in the provided filing details.
- Footnotes: RSU awards (service‑based) were cancelled and converted into cash rights per the Merger Agreement; amounts remain subject to the award agreements (including withholding and any double‑trigger provisions).
Context This was not an open‑market sale but an automatic conversion of equity awards due to the merger of Alexander & Baldwin into Tropic Merger Sub (effective March 12, 2026). Dispositions to the issuer in merger situations often report $0 on Form 4 while the economic value is handled under the merger terms; such filings reflect corporate action, not a discretionary insider sale.
Insider Transaction Report
- Disposition to Issuer
Common Stock
[F1]2026-03-12−2,570→ 6,113.541 total - Disposition to Issuer
Common Stock
[F2]2026-03-12−6,113.541→ 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").