ALLETE (NYSE: ALE) director cashes out as merger pays $67 per share

Rhea-AI Filing Summary

ALLETE Inc. has completed a cash merger that cashed out a director’s holdings. On December 15, 2025, Alloy Merger Sub LLC merged with ALLETE, making the company 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.

The reporting person, a director, disposed of 5,200.39 shares of common stock held directly and 20,782.75 shares held indirectly through a trust at $67 per share, leaving 0 shares beneficially owned. Deferred stock units held by non‑employee directors were canceled and converted into a cash payment equal to the number of underlying shares, including dividend equivalents, multiplied by the $67.00 merger consideration. The dispositions were approved by ALLETE’s board under Rule 16b‑3.

Insights

Corporate governance and equity compensation analyst

ALLETE’s merger closes at $67 per share, fully cashing out this director’s equity.

This disclosure shows a non‑employee director of ALLETE Inc. exiting their equity position as part of a change‑of‑control transaction. Under the merger effective on December 15, 2025, each share of common stock was automatically converted into the right to receive $67.00 in cash, so the director’s holdings were mechanically disposed of rather than sold in the open market.

The director disposed of 5,200.39 shares held directly and 20,782.75 shares held in a trust at $67 per share, resulting in 0 shares beneficially owned after the merger. Deferred stock units for non‑employee directors were also canceled and converted into cash based on the underlying share count, including credited dividend equivalents, times the $67.00 merger price. The company’s board approved these transactions in a manner contemplated by Rule 16b‑3, aligning them with standard insider transaction exemptions. Overall, this reflects implementation of the agreed merger terms rather than a discretionary trade.

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^*

LUDLOW MADELEINE W

(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		5,200.39(1)	D	$67(2)(3)	0	D
Common Stock	12/15/2025		D		20,782.75	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 pursuant to the dividend equivalent feature of stock awards deferred under the non-employee director deferral 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.

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 Madeleine W. Ludlow	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 merger terms affecting ALLETE Inc. (ALE) common stock are disclosed?

At the effective time of the merger on December 15, 2025, each share of ALLETE common stock was automatically converted into the right to receive $67.00 in cash per share, without interest.

How many ALLETE (ALE) shares did the reporting director dispose of in this transaction?

The director disposed of 5,200.39 shares of common stock held directly and 20,782.75 shares held indirectly through a trust, all in connection with the merger.

Does the reporting person still own ALLETE Inc. (ALE) shares after the merger?

No. After the merger-related dispositions at $67 per share, the reporting person’s amount of ALLETE common stock beneficially owned is 0 shares.

How were non-employee director deferred stock units at ALLETE (ALE) treated in the merger?

Each non-employee director deferred stock unit was canceled at the effective time and converted into a right to receive cash equal to the number of underlying shares, including dividend equivalents, multiplied by the $67.00 merger consideration.

Who acquired ALLETE Inc. (ALE) in this merger transaction?

Under a Merger Agreement dated May 5, 2024, Alloy Merger Sub LLC merged with and into ALLETE, and ALLETE survived as a subsidiary of Alloy Parent LLC.

Was the ALLETE (ALE) director’s disposition approved under Rule 16b-3?

Yes. 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 Exchange Act.