ALLETE (ALE) insider reports $67-per-share cash-out in merger event

Rhea-AI Filing Summary

ALLETE Inc completed a merger on December 15, 2025, in which each share of its common stock was automatically converted into the right to receive $67.00 in cash per share. This Form 4 shows how officer Nicole R. Johnson, VP and President – ACE, disposed of her ALLETE equity as a result of that transaction.

Her holdings included common stock acquired through the company’s dividend reinvestment and employee stock purchase plans, restricted stock units with dividend equivalents, and shares in the retirement savings and stock ownership plan. In the merger, these shares were either converted into the cash merger consideration or, in the case of unvested RSUs, into cash-based awards that keep the same vesting terms but pay out in cash based on the $67.00 merger price, subject to tax withholding.

Insights

Corporate actions and insider transactions analyst

Filing reflects officer’s equity being cashed out or converted in ALLETE’s $67-per-share merger.

This disclosure shows that ALLETE Inc became a subsidiary of Alloy Parent LLC through a merger effective December 15, 2025. Each share of ALLETE common stock was converted into the right to receive $67.00 in cash, and the reporting officer’s common shares across various plans were disposed of at that price in connection with the transaction.

The notes explain that some of the reported shares came from dividend reinvestment, an employee stock purchase plan, RSU dividend equivalents, and the company’s retirement savings and stock ownership plan. Unvested RSUs were canceled and replaced with cash awards equal to the number of underlying shares (including credited dividend equivalents) multiplied by the $67.00 merger consideration, keeping the same vesting and other conditions. The transactions were approved by ALLETE’s board in a manner consistent with Rule 16b-3, underscoring that they stem from a board-sanctioned change-of-control event rather than discretionary insider trading.

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^*

Johnson Nicole Renee

(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)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	VP; Pres.- ACE

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		7,426.35(1)	D	$67(2)	4,463.95	D
Common Stock	12/15/2025		D		4,463.95(3)	D	(4)	0	D
Common Stock	12/15/2025		D		5,697.66(5)	D	$67(2)	0	I	By RSOP Trust
Common Stock	12/15/2025		D		67.57(1)	D	$67(2)	0	I	As custodian for child

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 under: (a) the dividend reinvestment feature of the direct stock purchase and dividend reinvestment plan of ALLETE, Inc., a Minnesota corporation (the "Company"), and (b) ALLETE's employee stock purchase 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. Includes shares acquired in exempt transactions under the dividend equivalent feature of restricted stock unit ("RSU") grants pursuant to the Company's executive long-term incentive compensation plan, based on plan information available as of immediately prior to the Effective Time.

4. Pursuant to the Merger Agreement, each RSU with respect to Common Stock that was outstanding and unvested immediately prior to the Effective Time was canceled as of the Effective Time and converted into a contingent right to receive a converted cash award with respect to an aggregate amount, without interest, equal in value to (x) the number of shares of Common Stock subject to such RSU immediately prior to the Effective Time after giving effect to the accumulation of dividend equivalents credited in respect of such RSU, multiplied by (y) the Merger Consideration, subject to deduction for any applicable withholding taxes. Each such converted cash award will continue to have, and payment will be subject to, the same terms and conditions, including vesting conditions, as applied to the corresponding RSU immediately prior to the Effective Time.

5. Includes shares acquired in exempt transactions pursuant to the Company's retirement savings and stock ownership plan ("RSOP"), based on RSOP plan information available as of immediately prior to the Effective Time.

Remarks:

Exhibit 24: Power of Attorney provided herewith.

	Julie L. Padilla for Nicole R. Johnson	12/16/2025
	** Signature of Reporting Person	Date
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FAQ

What transaction involving ALLETE (ALE) does this Form 4 report?

The Form 4 reports how officer Nicole R. Johnson disposed of her ALLETE Inc common stock and related equity interests when ALLETE completed a merger on December 15, 2025, becoming a subsidiary of Alloy Parent LLC.

What was the cash merger consideration per ALLETE (ALE) share?

Each share of ALLETE common stock was automatically converted into the right to receive $67.00 in cash per share, without interest, as the merger consideration.

How were Nicole R. Johnson’s restricted stock units in ALLETE (ALE) treated in the merger?

Each outstanding and unvested RSU was canceled at the effective time and converted into a contingent right to receive a cash award equal to the number of RSU shares (including dividend equivalents) multiplied by the $67.00 merger consideration, subject to tax withholding and the same vesting and other terms as before.

Which ALLETE (ALE) share plans are referenced in this insider transaction filing?

The notes reference shares acquired under ALLETE’s direct stock purchase and dividend reinvestment plan, its employee stock purchase plan, the dividend equivalent feature of RSU grants, and the retirement savings and stock ownership plan (RSOP).

What is Nicole R. Johnson’s role at ALLETE (ALE) according to this filing?

Nicole R. Johnson is identified as an officer of ALLETE, with the title VP; Pres.- ACE.

Was the disposition of ALLETE (ALE) securities in this filing board-approved?

Yes. The filing states that the disposition of the securities by the reporting person in the merger was approved by ALLETE’s board of directors in the manner contemplated by Rule 16b-3 under the Securities Exchange Act of 1934.