ALLETE (ALE) insider reports all shares converted to $67.00 cash in merger

Rhea-AI Filing Summary

ALLETE, Inc. completed a merger on December 15, 2025 in which Alloy Merger Sub LLC merged with and into the company, making it a subsidiary of Alloy Parent LLC. Each share of ALLETE common stock was automatically converted into the right to receive $67.00 in cash per share, without interest. In this filing, company officer Julie L. Padilla, VP, Chief Legal Officer and Secretary, reports that all of her directly and indirectly held common shares, including amounts accumulated through RSU dividend equivalents and the retirement savings and stock ownership plan, were disposed of in the cash merger, leaving her with zero shares owned.

The filing also explains that each outstanding unvested restricted stock unit was canceled at the merger’s effective time and converted into a contingent right to receive a cash award equal to the number of underlying shares, including credited dividend equivalents, multiplied by the $67.00 merger consideration, subject to tax withholding and the same vesting conditions that applied before the merger.

Insights

M&A and insider-transactions analyst

Cash merger converts ALLETE equity into $67.00 per-share payouts and cash-settled awards.

The disclosure shows that on December 15, 2025, a subsidiary of Alloy Parent LLC merged into ALLETE, Inc., leaving ALLETE as a subsidiary of Alloy Parent. Each share of ALLETE common stock was automatically converted into the right to receive $67.00 in cash per share, so existing equity positions, including shares held in the retirement savings and stock ownership plan, were fully cashed out. For officer Julie L. Padilla, this resulted in the disposition of all directly and indirectly held shares, with reported beneficial ownership reduced to zero.

The filing details that each unvested restricted stock unit tied to ALLETE common stock was canceled at the effective time and replaced with a contingent right to a cash award. The cash value equals the number of RSU-linked shares, including accumulated dividend equivalents, multiplied by the $67.00 merger consideration, subject to withholding taxes, while keeping the original vesting terms. This shifts executive incentives from equity-based in ALLETE stock to cash-based obligations linked to the same vesting schedule.

The company’s board of directors approved the insider disposition under Rule 16b-3, which is designed to provide an exemption from short-swing profit rules for board-approved transactions. Overall, this Form 4 mainly documents how a broader change-of-control transaction converted insider equity and incentives into cash-based rights, rather than indicating a new, standalone trading decision by the officer.

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^*

Padilla Julie L

(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, Ch Legal Offcr & Secretary

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		2,096.47(1)(2)	D	(3)	0	D
Common Stock	12/15/2025		D		210.2(4)	D	$67(1)	0	I	By RSOP 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. Pursuant to the terms of that certain Agreement and Plan of Merger ("Merger Agreement"), dated as of May 5, 2024, by and among ALLETE, Inc., a Minnesota corporation (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.

2. 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.

3. 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.

4. 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.

	Julie L. Padilla	12/16/2025
	** Signature of Reporting Person	Date
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FAQ

What merger involving ALLETE (ALE) is described in this insider filing?

The filing describes a merger effective on December 15, 2025 in which Alloy Merger Sub LLC merged with and into ALLETE, Inc., making ALLETE a subsidiary of Alloy Parent LLC.

How much cash per share did ALLETE (ALE) 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, as the merger consideration.

What does Julie L. Padilla report about her ALLETE (ALE) share ownership after the merger?

Julie L. Padilla, ALLETE’s VP, Chief Legal Officer and Secretary, reports that all of her directly and indirectly held common shares were disposed of in the cash merger, leaving her with zero shares beneficially owned afterward.

How were ALLETE (ALE) restricted stock units treated in the merger?

Each outstanding unvested restricted stock unit was canceled at the effective time and converted into a contingent right to a cash award equal to the number of underlying shares, including dividend equivalents, multiplied by the $67.00 merger consideration, subject to tax withholding and the same vesting conditions.

What happened to ALLETE (ALE) shares held through the retirement savings and stock ownership plan (RSOP)?

Shares held through ALLETE’s retirement savings and stock ownership plan were included in the disposition; they were cashed out at the merger consideration, with the amounts based on RSOP plan information available immediately prior to the effective time.

Why is the insider’s disposition referenced as approved under Rule 16b-3?

The filing notes that the disposition of securities in the merger was approved by ALLETE’s board of directors in the manner contemplated by Rule 16b-3, which allows certain board-approved insider transactions to be exempt from short-swing profit rules under the Securities Exchange Act of 1934.