ALLETE (NYSE: ALE) director reports $67 per share cash merger payout

Rhea-AI Filing Summary

ALLETE Inc. director James J. Hoolihan reported the cash-out of his holdings in connection with the company’s merger with Alloy Parent LLC. On December 15, 2025, he disposed of 30,394.3 shares of ALLETE common stock at $67.00 per share, leaving him with zero shares beneficially owned directly.

Under the merger agreement, Alloy Merger Sub LLC merged with and into ALLETE, which continued as a subsidiary of Alloy Parent. Each ALLETE common share was automatically converted into the right to receive $67.00 in cash without interest. Deferred stock units held by non-employee directors were canceled and converted into cash based on the number of underlying shares, including accumulated dividend equivalents, multiplied by the same $67.00 merger consideration.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider Hoolihan James J

Role Director

Type	Security	Shares	Price	Value
Disposition	Common Stock	30,394.3	$67.00	$2.04M

Holdings After Transaction: Common Stock — 0 shares (Direct)

Footnotes (1)

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). 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. 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.

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Form 4 Insider Transactions: What Each Field Means →

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

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

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^*

Hoolihan James J

(Last) (First) (Middle)

30 WEST SUPERIOR STREET

(Street)

DULUTH MN 55802-2093

(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		30,394.3(1)	D	$67(2)(3)	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: (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 James J. Hoolihan	12/16/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What insider transaction did ALLETE (ALE) disclose for its director?

The report shows that director James J. Hoolihan disposed of 30,394.3 shares of ALLETE common stock on December 15, 2025, in connection with a cash merger.

What cash amount per share did ALLETE (ALE) stockholders 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.

When did the ALLETE (ALE) merger that triggered this transaction become effective?

The merger became effective on December 15, 2025, referred to as the Effective Time, when Alloy Merger Sub LLC merged with and into ALLETE.

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

Following the disposition at the merger’s Effective Time, the reporting director beneficially owned 0 shares of ALLETE common stock directly.

What happened to deferred stock units for ALLETE (ALE) non-employee directors in the merger?

Each deferred stock unit was canceled at the Effective Time and converted into a cash payment equal to the number of underlying shares, including dividend equivalents, multiplied by the $67.00 merger consideration.

How was the director’s share disposition in ALLETE (ALE) approved?

The disposition of 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.