ALLETE (ALE) executive stock and RSUs cashed out in $67 per share merger

Rhea-AI Filing Summary

ALLETE Inc. disclosed an insider stock disposition tied to its merger with Alloy Parent LLC. Vice President and COO–Minnesota Power Joshua J. Skelton reported that on December 15, 2025, his directly and indirectly held ALLETE common shares, including holdings through his spouse and retirement savings and stock ownership plan trusts, were converted in the merger.

Under the merger agreement, each ALLETE common share was automatically converted into the right to receive $67.00 in cash per share, without interest. Outstanding restricted stock units were canceled at closing and replaced with contingent cash awards equal to the number of shares covered, including credited dividend equivalents, multiplied by the same $67.00 cash consideration, while maintaining their original vesting and other terms.

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^*

Skelton Joshua Jon

(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; COO-Minnesota Power

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		5,461.9(1)	D	$67(2)	3,270.59	D
Common Stock	12/15/2025		D		3,270.59(3)	D	(4)	0	D
Common Stock	12/15/2025		D		775.42(5)	D	$67(2)	0	I	By Spouse
Common Stock	12/15/2025		D		5,403.38(6)	D	$67(2)	0	I	By RSOP Trust
Common Stock	12/15/2025		D		4,344.18(6)	D	$67(2)	0	I	By RSOP Trust for Benefit of Spouse

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: (a) the dividend reinvestment feature of the direct stock purchase and dividend reinvestment plan of ALLETE, Inc., a Minnesota corporation (the "Company"), and (b) ALLETE's employee stock purchase 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. 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.

4. 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.

5. Includes shares acquired in exempt transactions under ALLETE's employee stock purchase plan, based on plan information available as of immediately prior to the Effective Time.

6. 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.

Remarks:

Exhibit 24: Power of Attorney provided herewith.

	Julie L. Padilla for Joshua J. Skelton	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 Joshua J. Skelton?

ALLETE reported that Joshua J. Skelton, Vice President and COO–Minnesota Power, disposed of his directly and indirectly held ALLETE common stock on December 15, 2025 when those shares were converted to cash rights in the company’s merger.

What cash consideration did ALLETE (ALE) shareholders receive in the merger?

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, referred to as the Merger Consideration.

Who acquired ALLETE in the transaction related to this insider filing?

Under a merger agreement dated May 5, 2024, Alloy Merger Sub LLC merged with and into ALLETE, with ALLETE surviving as a subsidiary of Alloy Parent LLC at the effective time on December 15, 2025.

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

Each unvested restricted stock unit (RSU) tied to ALLETE common stock was canceled at the effective time and converted into a contingent right to receive a cash award equal to the number of shares subject to the RSU, including dividend equivalents, multiplied by the $67.00 Merger Consideration, subject to tax withholding and the same vesting conditions.

Which ALLETE (ALE) plans contributed to the share totals in this insider report?

The reported holdings include shares acquired through ALLETE’s direct stock purchase and dividend reinvestment plan, its employee stock purchase plan, and its retirement savings and stock ownership plan (RSOP), as well as dividend equivalents credited on RSU grants.

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

Yes. The disposition of ALLETE 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.

Who signed the ALLETE (ALE) insider transaction report and when?

The report was signed by Julie L. Padilla for Joshua J. Skelton on December 16, 2025, and includes a Power of Attorney as Exhibit 24.