[Form 4] ALLETE INC Insider Trading Activity

Rhea-AI Filing Summary

ALLETE Inc. director and Chair, President & CEO Bethany M. Owen reported the conversion of her equity holdings in connection with the company’s merger with Alloy Parent LLC. On December 15, 2025, a merger subsidiary of Alloy Parent LLC combined with ALLETE, with ALLETE continuing as a subsidiary of Alloy Parent. At the effective time of the merger, each share of ALLETE common stock was automatically converted into the right to receive $67.00 in cash per share without interest.

The report covers Owen’s common stock acquired through ALLETE’s dividend reinvestment plan, restricted stock units with accumulated dividend equivalents, and shares held under the company’s retirement savings and stock ownership plan, all of which were disposed of or canceled in the transaction. Unvested restricted stock units were canceled and replaced with contingent cash awards equal to the number of underlying shares, including credited dividend equivalents, multiplied by the $67.00 merger consideration, while retaining the same vesting and other terms, subject to applicable tax withholding.

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^*

Owen Bethany M

(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
X	Officer (give title below)		Other (specify below)
	Chair, President & CEO

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		25,566.22(1)	D	$67(2)	17,570.3	D
Common Stock	12/15/2025		D		17,570.3(3)	D	(4)	0	D
Common Stock	12/15/2025		D		8,927.95(5)	D	$67(2)	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. 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.

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 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 Bethany M. Owen	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 merger transaction affected ALLETE Inc. (ALE) on December 15, 2025?

ALLETE Inc. completed a merger under an Agreement and Plan of Merger dated May 5, 2024 among the company, Alloy Parent LLC and Alloy Merger Sub LLC. At the effective time on December 15, 2025, Alloy Merger Sub LLC merged with and into ALLETE, with ALLETE surviving as a subsidiary of Alloy Parent LLC.

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

In connection with 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.

How were Bethany M. Owen’s restricted stock units handled in the ALLETE (ALE) merger?

Each outstanding and 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. The aggregate cash value equals the number of shares subject to the RSU, after including accumulated dividend equivalents, multiplied by the $67.00 Merger Consideration, subject to applicable tax withholding and the same vesting and other terms as the original RSU.

Which ALLETE (ALE) compensation and savings plans are referenced in this insider filing?

The filing notes shares acquired through exempt transactions under ALLETE’s direct stock purchase and dividend reinvestment plan, dividend equivalents credited to RSU grants under the company’s executive long-term incentive compensation plan, and shares acquired under ALLETE’s retirement savings and stock ownership plan (RSOP), all based on plan information available immediately prior to the merger’s effective time.

What is Bethany M. Owen’s relationship to ALLETE Inc. (ALE)?

The reporting person, Bethany M. Owen, is identified as both a director and an officer of ALLETE Inc., serving as Chair, President & CEO.

Was the disposition of Bethany M. Owen’s ALLETE (ALE) securities approved by the company’s board?

Yes. The filing states that 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 of 1934.