ALLETE Inc (ALE) details $67 cash merger payout, RSU and plan award treatment

Rhea-AI Filing Summary

ALLETE Inc officer Jeffrey J. Scissons reported the cash-out of his ALLETE common stock and equity awards in connection with the company’s merger with Alloy Parent LLC. At the merger’s 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.

Unvested restricted stock units and related dividend equivalents were canceled and replaced with contingent cash awards equal to the number of underlying shares multiplied by the $67.00 merger consideration, subject to applicable tax withholding and the original vesting conditions. Some of the reported holdings arose from dividend reinvestment and the company’s retirement savings and stock ownership plan.

Insights

Corporate actions analyst

ALLETE completed a cash merger at $67 per share, converting an executive’s stock and RSUs into cash-based rights.

The disclosure shows that, under a Merger Agreement dated May 5, 2024, Alloy Merger Sub LLC merged into ALLETE Inc on December 15, 2025, with ALLETE becoming 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, so the reporting officer’s directly held and plan-related shares were disposed of for cash.

Equity incentives were also reworked. Each unvested restricted stock unit, including accumulated dividend equivalents, was canceled and converted into a contingent right to a cash award equal to the underlying share count multiplied by the $67.00 merger consideration, subject to withholding taxes and the original vesting terms. The transaction for this insider was approved by ALLETE’s board under Rule 16b-3, indicating it was structured to comply with insider transaction rules rather than reflecting a discretionary open-market sale.

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^*

Scissons Jeffrey John

(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 CFO & Corp Treasurer

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		1,602.24(1)	D	$67(2)	2,564.07	D
Common Stock	12/15/2025		D		2,564.07(3)	D	(4)	0	D
Common Stock	12/15/2025		D		1,677.62(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.

	Julie L. Padilla for Jeffrey J. Scissons	12/16/2025
	** Signature of Reporting Person	Date
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FAQ

What insider transaction did ALLETE Inc (ALE) report for Jeffrey J. Scissons?

The report shows that officer Jeffrey J. Scissons disposed of his ALLETE common stock and related plan shares when they were converted into the right to receive $67.00 in cash per share in connection with the company’s merger with Alloy Parent LLC.

What was the cash amount per share in the ALLETE Inc (ALE) merger?

Each share of ALLETE common stock was automatically converted at the merger’s effective time into the right to receive $67.00 in cash per share without interest.

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

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

What plans contributed to the reported ALLETE Inc (ALE) share holdings?

The holdings included shares acquired through the dividend reinvestment feature of ALLETE’s direct stock purchase and dividend reinvestment plan, as well as shares from the company’s retirement savings and stock ownership plan (RSOP).

When did the ALLETE Inc (ALE) merger with Alloy Parent LLC become effective?

The merger became effective on December 15, 2025, when Alloy Merger Sub LLC merged with and into ALLETE Inc, and each share of common stock was converted into the right to receive $67.00 in cash.

Was the insider’s ALLETE Inc (ALE) stock disposal an open-market sale?

No. The disposition occurred automatically under the Agreement and Plan of Merger; the shares were converted into cash at $67.00 per share as part of the merger, with the transaction approved by ALLETE’s board in the manner contemplated by Rule 16b-3.