ALLETE (ALE) director equity cashed out at $67 per share in merger

Rhea-AI Filing Summary

ALLETE Inc. director Susan K. Nestegard reported the disposition of 14,883.75 shares of ALLETE common stock on December 15, 2025, when a merger between ALLETE and Alloy Parent LLC’s subsidiary became effective. Under the merger agreement, each share of ALLETE common stock was automatically converted into the right to receive $67.00 in cash per share, so Nestegard’s reported direct ownership fell to zero.

The reported share amount includes stock acquired in exempt transactions through dividend-equivalent features on deferred stock awards under ALLETE’s non-employee director deferral plan. Deferred stock units held by non-employee directors were canceled at the merger effective time and converted into cash payments equal to the number of shares underlying each unit, including accumulated dividend equivalents, multiplied by the $67.00 merger consideration.

Insights

M&A and corporate governance analyst

Form 4 details ALLETE’s director equity cash-out in a $67.00 per share merger.

This filing shows how the completed merger between ALLETE Inc. and entities controlled by Alloy Parent LLC affected a non-employee director’s equity. At the effective time on December 15, 2025, each share of ALLETE common stock was converted into the right to receive $67.00 in cash per share, and Susan K. Nestegard disposed of 14,883.75 shares at that price, leaving her with zero directly owned shares.

The notes explain that this total includes shares accumulated via dividend equivalents on deferred stock awards under ALLETE’s non-employee director deferral plan. They also state that deferred stock units held by non-employee directors were canceled at the effective time and converted into cash equal to the number of underlying shares, including credited dividend equivalents, multiplied by the $67.00 merger consideration.

The disposition was approved by ALLETE’s board of directors in the manner contemplated by Rule 16b-3 under the Securities Exchange Act of 1934, indicating that it was treated as a board-approved transaction for insider reporting purposes. The economic outcome for this director is therefore a full cash settlement of both directly held shares and deferred stock units at the agreed merger price.

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^*

NESTEGARD SUSAN K

(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		14,883.75(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 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 Susan K. Nestegard	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) report for Susan K. Nestegard?

ALLETE reported that director Susan K. Nestegard disposed of 14,883.75 shares of ALLETE common stock on December 15, 2025, as part of a cash merger.

What cash price per share do ALLETE shareholders receive in the merger?

Under the merger agreement, each share of ALLETE common stock is converted into the right to receive $67.00 in cash per share, without interest.

How many ALLETE shares did the director own after the reported transaction?

Following the reported merger-related disposition, Susan K. Nestegard had 0 shares of ALLETE common stock reported as beneficially owned directly.

When did the ALLETE merger with Alloy Parent LLC’s subsidiary become effective?

The merger became effective on December 15, 2025, referred to as the “Effective Time” in the agreement and explanatory notes.

What happens to ALLETE non-employee directors’ deferred stock units in the merger?

Each deferred stock unit held by a non-employee director is 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.

Who approved the director’s disposition of ALLETE shares in the merger?

The notes state that the director’s disposition of securities 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.