Alexander & Baldwin, INC. 8-K Filing

Ticker: ALEX · Form: 8-K · Filed: Dec 9, 2025 · CIK: 1545654

Sentiment: neutral

Filing Stats: 3,528 words · 14 min read · ~12 pages · Grade level 15.2 · Accepted 2025-12-09 06:31:06

Key Financial Figures

Filing Documents

01

Item 1.01. Entry into a Material Definitive Agreement. On December 8, 2025, Alexander & Baldwin, Inc., a Hawaii corporation (the " Company "), Tropic Purchaser LLC, a Delaware limited liability company (" Parent "), and Tropic Merger Sub LLC, a Hawaii limited liability company and wholly owned subsidiary of Parent (" Merger Sub " and, together with Parent, the " Parent Parties "), entered into an Agreement and Plan of Merger (the " Merger Agreement "). On the terms and subject to the conditions of the Merger Agreement, upon the consummation of the Merger (the " Closing "), the Company will merge with and into Merger Sub (the " Merger ") and the separate existence of the Company will cease and Merger Sub will survive as a wholly owned subsidiary of Parent. Parent is a joint venture formed by MW Group and funds affiliated with Blackstone Real Estate and DivcoWest. The board of directors of the Company (the " Company Board ") unanimously adopted the Merger Agreement and approved the consummation of the transactions contemplated thereby, including the Merger. Capitalized terms used but not otherwise defined in

01 of this report have the meanings set forth in the Merger Agreement

Item 1.01 of this report have the meanings set forth in the Merger Agreement. Merger Consideration Pursuant to the terms and share of common stock, without par value, of the Company (" Company Common Stock ") that is issued and outstanding immediately prior to the Effective Time will be automatically cancelled and converted into the right to receive an amount in cash equal to $21.20 (the " Merger Consideration "), without interest. During the term of the Merger Agreement, the Company may not pay dividends, except as reasonably necessary to avoid incurring entity-level income or excise taxes or to maintain its tax status as a real estate investment trust, and any such dividends would result in an offsetting decrease to the Merger Consideration. Concurrently with the adoption of the Merger Agreement, the Company Board unanimously approved a fourth quarter 2025 dividend of $0.35 per share, payable on January 8, 2026, to shareholders of record as of the close of business on December 19, 2025 (the " January Dividend "). Accordingly, under the terms of the Merger Agreement, the per-share consideration that shareholders receive at the Effective Time will be reduced to reflect the January Dividend. Notwithstanding the foregoing, each share of Company Common Stock held immediately prior to the Effective Time by the Company or any subsidiary of the Company or held by Parent or Merger Sub, if any, will no longer be outstanding and will automatically be cancelled and retired without any conversion thereof and will cease to exist, and no payment will be made in respect thereof nor will any right inure or be made with respect thereto in connection with or as a consequence of the Merger. If the Merger is consummated, the shares of Company Common Stock currently listed on the New York Stock Exchange (the " NYSE ") will be delisted from the NYSE and will subse

01

Item 7.01. Regulation FD Disclosure. On December 8, 2025, the Company provided supplemental information regarding the Merger in social media posts and in communications to its employees, tenants, external stakeholders, investors and analysts. Copies of those communications are furnished as Exhibits 99.1, 99.2, 99.3, 99.4, 99.5 and 99.6 and are incorporated herein by reference. The information contained in Item 7.01 of this report, including the communications attached as Exhibits 99.1, 99.2, 99.3, 99.4, 99.5 and 99.6, is furnished pursuant to Item 7.01 of Form 8-K and shall not be deemed "filed" for the purposes of Section 18 of the Exchange Act or otherwise subject to the liabilities of that section, nor shall it be incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

01

Item 8.01. Other Events. On December 8, 2025, the Company issued a press release announcing the execution of the Merger Agreement and the January Dividend. A copy of the press release is attached as Exhibit 99.7 to this report and is incorporated herein by reference.

Financial Statements and Exhibits

Financial Statements and Exhibits. (d) Exhibits. Exhibit No. Description 2.1 Agreement and Plan of Merger, dated as of December 8, 2025, by and among Alexander & Baldwin, Inc., Tropic Purchaser LLC and Tropic Merger Sub LLC* 99.1 Social Media Posts 99.2 All Employee Letter 99.3 Employee FAQ 99.4 Letter to Tenants 99.5 Form of Letter to External Stakeholders 99.6 Form of Note to Investors and Analysts 99.7 Press Release, dated December 8, 2025 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) * The schedules and exhibits to the Merger Agreement have been omitted pursuant to Item 601(a)(5) of Regulation S-K. A copy of any omitted schedule or exhibit will be furnished to the Securities and Exchange Commission upon request. Cautionary Statement Regarding Forward-Looking Statements This communication includes forward-looking statements, as defined in the U.S. federal securities laws, which involve a number of risks and uncertainties that could cause actual results to differ materially from those contemplated by the relevant forward-looking statements. Words such as "believes," "expects," "anticipates," "intends," "plans," "estimates," "projects," "forecasts," and future or conditional verbs such as "will," "may," "could," "should," and "would," as well as any other statement that necessarily depends on future events, are intended to identify forward-looking statements. Such forward-looking Forward-looking statements are subject to a number of risks, uncertainties, assumptions and other factors that could cause actual results and the timing of certain events to differ materially from those expressed in or implied by the forward-looking statements. These factors include, but are not limited to, (i) the risk that the Merger may not be completed on the an

SIGNATURES

SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. ALEXANDER & BALDWIN, INC. Date: December 9, 2025 By: /s/ Clayton K.Y. Chun Clayton K.Y. Chun Executive Vice President, Chief Financial Officer and Treasurer

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