ALLETE (NYSE: ALE) director reports share sale in $67 cash merger

Rhea-AI Filing Summary

ALLETE Inc. reported that a company director disposed of all reported common stock holdings in connection with the completion of its merger with Alloy Parent LLC. On December 15, 2025, each share of ALLETE common stock was automatically converted into the right to receive $67.00 in cash per share, as provided in the merger agreement. The insider report shows sales of 7,247.26 shares held directly and 250-share positions in each of two revocable trusts, all at $67.00 per share, leaving no shares beneficially owned after the transaction. In addition, deferred stock units held by non-employee directors were canceled and converted into cash based on the number of underlying shares multiplied by the same $67.00 merger price.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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X

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Matthews Charles R

(Last) (First) (Middle)

30 WEST SUPERIOR STREET

(Street)

DULUTH MN 55802

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
ALLETE INC [ ALE ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
12/15/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	12/15/2025		D		7,247.26(1)	D	$67(2)(3)	0	D
Common Stock	12/15/2025		D		250	D	$67(2)	0	I	By Revocable Trust (A)
Common Stock	12/15/2025		D		250	D	$67(2)	0	I	By Revocable Trust (B)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. Includes shares acquired in exempt transactions: (a) under the dividend reinvestment feature of the direct stock purchase and dividend reinvestment plan of ALLETE, Inc., a Minnesota corporation (the "Company"), and (b) pursuant to the dividend equivalent feature of stock awards deferred under the Company's non-employee director deferral plan; all based on respective plan information available as of immediately prior to the Effective Time (as defined below).

2. Pursuant to the terms of that certain Agreement and Plan of Merger (the "Merger Agreement"), dated as of May 5, 2024, by and among the Company, Alloy Parent LLC, a Delaware limited liability company ("Parent"), and Alloy Merger Sub LLC, a Delaware limited liability company and wholly owned subsidiary of Parent ("Merger Sub"), at the effective time on December 15, 2025 (the "Effective Time"), Merger Sub merged with and into the Company, with the Company surviving such merger (the "Merger") as a subsidiary of Parent. In connection with the Merger, each share of Company common stock, no par value ("Common Stock"), was automatically converted into the right to receive $67.00 in cash per share without interest (the "Merger Consideration"). The disposition of the securities by the Reporting Person in the Merger was approved by the Company's board of directors in the manner contemplated by Rule 16b-3 under the Securities Exchange Act of 1934, as amended.

3. Pursuant to the Merger Agreement, each deferred stock unit held by a non-employee director (a "DSU") that was outstanding immediately prior to the Effective Time was canceled as of the Effective Time and converted into a right to receive a cash payment with respect to an aggregate amount, without interest, equal in value to (x) the number of shares of Common Stock subject to such DSU immediately prior to the Effective Time after giving effect to the accumulation of dividend equivalents credited in respect of such DSU, multiplied by (y) the Merger Consideration.

	Julie L. Padilla for Charles R. Matthews	12/16/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What insider transaction did ALLETE (ALE) disclose for December 15, 2025?

The report shows a company director disposing of ALLETE common stock on December 15, 2025 as part of the merger closing, with all reported holdings converted into cash.

What price did ALLETE shareholders receive in the Alloy Parent merger?

Each share of ALLETE common stock was automatically converted into the right to receive $67.00 in cash per share, referred to as the Merger Consideration.

How many ALLETE (ALE) shares did the director report disposing of?

The director reported disposing of 7,247.26 shares of ALLETE common stock held directly and 250 shares in each of two revocable trusts, all at $67.00 per share.

Does the reporting person still beneficially own ALLETE (ALE) shares after the merger?

No. The insider report states that the amount of ALLETE common stock beneficially owned following the reported transactions was 0 shares for both direct and trust holdings.

What happened to ALLETE non-employee directors' deferred stock units in the merger?

Each deferred stock unit held by a non-employee director was canceled at the effective time and converted into a right to receive cash equal to the number of underlying shares, including dividend equivalents, multiplied by the $67.00 merger price.

When was the ALLETE merger agreement with Alloy Parent LLC signed?

The Agreement and Plan of Merger among ALLETE Inc., Alloy Parent LLC, and Alloy Merger Sub LLC was dated as of May 5, 2024.