ALLETE (ALE) director reports full share disposition in $67 cash merger

Rhea-AI Filing Summary

ALLETE, Inc. director reported the disposition of all of his common stock in connection with ALLETE’s merger with Alloy Parent LLC at $67.00 per share in cash.

The filing shows 25,442.35 shares of common stock held directly and 1,000 shares held indirectly through a trust, each coded as dispositions at $67 per share on 12/15/2025, leaving zero shares beneficially owned. It explains that at the effective time of the merger, each ALLETE common share and each deferred stock unit held by non‑employee directors was converted into the right to receive cash based on the $67.00 merger consideration, including accumulated dividend equivalents.

Insights

M&A and insider-transactions analyst

Director’s ALLETE holdings and deferred units were cashed out at $67 per share in the closing of a merger.

The filing describes how a non‑employee director’s equity in ALLETE, Inc. was fully converted to cash when ALLETE merged with Alloy Parent LLC on 12/15/2025. The director disposed of 25,442.35 common shares held directly and 1,000 common shares held indirectly via a trust, all at a merger consideration of $67.00 per share, leaving no remaining beneficial ownership.

Under the merger agreement, each ALLETE common share was automatically converted into the right to receive $67.00 in cash without interest, and each deferred stock unit for non‑employee directors was canceled and turned into a cash right equal to the number of underlying shares (including credited dividend equivalents) times the same $67.00 amount. The disposition was approved by ALLETE’s board under Rule 16b‑3, highlighting that these changes reflect the agreed merger terms rather than discretionary trading by the director.

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^*

Goldfarb George G

(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		25,442.35(1)	D	$67(2)(3)	0	D
Common Stock	12/15/2025		D		1,000	D	$67(2)	0	I	By Trust

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 George G. Goldfarb	12/16/2025
	** Signature of Reporting Person	Date
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FAQ

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

It reports that an ALLETE, Inc. director disposed of all his ALLETE common stock in connection with the company’s merger into Alloy Parent LLC, receiving $67.00 per share in cash.

How many ALLETE (ALE) shares did the director dispose of in the merger?

The director disposed of 25,442.35 ALLETE common shares held directly and 1,000 common shares held indirectly through a trust, all as part of the merger consideration.

What price per share did ALLETE shareholders receive in the merger?

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

Does the reporting person still own ALLETE (ALE) shares after this transaction?

No. After the reported merger-related dispositions on 12/15/2025, the Form 4 shows the director with 0 shares beneficially owned directly and indirectly.

What happened to the director’s deferred stock units (DSUs) in the ALLETE merger?

Each non‑employee director’s deferred stock units were canceled at the merger’s effective time and converted into a cash right equal to the number of underlying shares (including dividend equivalents) multiplied by the $67.00 merger consideration.

Was the ALLETE director’s disposition treated as a board-approved merger transaction?

Yes. The filing states that the director’s disposition of ALLETE securities in the merger was approved by the company’s board of directors in the manner contemplated by Rule 16b‑3 under the Exchange Act.