ALLETE (ALE) executive reports $67-per-share merger cash-out of stock

Rhea-AI Filing Summary

ALLETE Inc. executive Colin B. Anderson, VP–ALLETE Chief Accounting Officer & Controller, reported the cash-out of his company stock in connection with the completion of a merger on December 15, 2025. Under an Agreement and Plan of Merger with Alloy Parent LLC and Alloy Merger Sub LLC, each share of ALLETE common stock was automatically converted at the effective time into the right to receive $67.00 in cash per share.

The filing shows dispositions of common stock held directly and through ALLETE’s dividend reinvestment plan, executive RSU dividend equivalents, and the retirement savings and stock ownership plan. Following these transactions, Anderson no longer beneficially owns ALLETE common stock directly or indirectly. Unvested RSUs were canceled and converted into contingent cash awards equal to the number of underlying shares multiplied by the $67.00 merger consideration, retaining the same vesting conditions and subject to applicable tax withholding.

Insights

Equity compensation and governance analyst

ALLETE officer’s equity is cashed out at $67 per share in a merger, with unvested RSUs converted into cash-based awards on the same vesting schedule.

The report covers how Colin B. Anderson, an officer of ALLETE Inc., was treated in the completed merger with Alloy Parent LLC. Each share of ALLETE common stock was converted at the effective time into the right to receive $67.00 in cash per share, which explains the stock dispositions shown on the form.

Shares had been accumulated through dividend reinvestment, RSU dividend equivalents, and the retirement savings and stock ownership plan, and all were converted or cashed out so that no ALLETE common shares remain beneficially owned after the merger. Unvested RSUs did not disappear; instead, they were canceled and replaced with contingent cash awards equal to the number of underlying shares multiplied by the $67.00 merger consideration, keeping the same vesting and other conditions.

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^*

Anderson Colin B

(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-ALLETE Chf Acct Offr & Cont

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		518.58(1)	D	$67(2)	1,678.6	D
Common Stock	12/15/2025		D		1,678.6(3)	D	(4)	0	D
Common Stock	12/15/2025		D		351.56(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 Colin B. Anderson	12/16/2025
	** Signature of Reporting Person	Date
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FAQ

What insider transaction did ALLETE (ALE) report in this Form 4?

The filing reports that officer Colin B. Anderson disposed of all his ALLETE common stock on December 15, 2025 as part of a completed merger in which each share was converted into the right to receive $67.00 in cash.

What are the key merger terms affecting ALLETE (ALE) shares?

Under the Merger Agreement among ALLETE Inc., Alloy Parent LLC, and Alloy Merger Sub LLC, at the effective time 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 were ALLETE (ALE) restricted stock units treated in the merger?

Each unvested 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 underlying shares (including dividend equivalents) multiplied by the $67.00 merger consideration, subject to tax withholding and the same vesting conditions as before.

Did the ALLETE (ALE) reporting person retain any shares after the merger transaction?

No. After the merger-related transactions, the Form 4 shows the reporting person with zero ALLETE common shares beneficially owned both directly and indirectly, including holdings through the retirement savings and stock ownership plan trust.

What plans or programs contributed to the ALLETE (ALE) officer’s share holdings before the merger?

The reported holdings included shares from the direct stock purchase and dividend reinvestment plan, dividend equivalents on RSU grants under the executive long-term incentive plan, and the company’s retirement savings and stock ownership plan (RSOP).

Was the ALLETE (ALE) merger transaction approved for insider trading rule purposes?

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 Securities Exchange Act of 1934.