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

Rhea-AI Filing Summary

ALLETE director Barbara A. Nick reported the disposition of 13,631.26 shares of ALLETE common stock on December 15, 2025, when ALLETE completed its merger with Alloy Parent LLC. At the effective time, each share of ALLETE common stock was automatically converted into the right to receive $67.00 in cash per share, leaving Nick with 0 shares owned directly after the transaction. The disposition in connection with the merger was approved by ALLETE’s board of directors in the manner contemplated by Rule 16b-3 under the Securities Exchange Act.

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^*

NICK BARBARA A

(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		13,631.26(1)	D	$67(2)	0	D

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 the dividend reinvestment feature of the direct stock purchase and dividend reinvestment plan of ALLETE, Inc., a Minnesota corporation (the "Company"), based on 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.

	Julie L. Padilla for Barbara A. Nick	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) report for director Barbara A. Nick?

Director Barbara A. Nick reported a disposition of 13,631.26 shares of ALLETE common stock on December 15, 2025, in connection with the completion of a merger.

What price 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 merger consideration.

How many ALLETE (ALE) shares does the director own after this transaction?

Following the merger-related disposition, director Barbara A. Nick reported owning 0 shares of ALLETE common stock directly.

What corporate event triggered the insider share disposition at ALLETE (ALE)?

The disposition occurred when Alloy Merger Sub LLC merged with and into ALLETE on December 15, 2025, with ALLETE surviving as a subsidiary of Alloy Parent LLC.

How were dividend reinvestment plan shares treated in this ALLETE (ALE) transaction?

The reported 13,631.26 shares include shares acquired through the dividend reinvestment feature of ALLETE’s direct stock purchase and dividend reinvestment plan.

How was the ALLETE (ALE) insider disposition treated under securities rules?

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.