ALLETE (ALE) director reports 8,310-share disposal in $67 cash merger transaction

Rhea-AI Filing Summary

ALLETE Inc. director Charlene A. Thomas reported the cash-out of her common stock holdings in connection with the closing of a merger. On 12/15/2025, 8,310.63 shares of ALLETE common stock were disposed of at $67.00 per share, leaving her with 0 shares beneficially owned, all held directly before the transaction.

According to the disclosed merger terms, Alloy Merger Sub LLC merged with and into ALLETE under a Merger Agreement dated May 5, 2024, with ALLETE surviving as a subsidiary of Alloy Parent LLC. At the effective time of the merger 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, and the company’s board approved this disposition under Rule 16b-3.

Insights

M&A and insider transactions analyst

ALLETE’s merger closed, cashing out a director’s shares at $67 each.

This filing shows how the previously agreed merger of ALLETE Inc. with an entity backed by Alloy Parent LLC translated into an insider share disposition. 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, described as the merger consideration.

Director Charlene A. Thomas reported a disposition (code D) of 8,310.63 common shares at $67.00 per share, reducing her beneficial ownership to 0 shares, all from a direct holding. The explanation notes that ALLETE’s board approved this disposition in the manner contemplated by Rule 16b-3, which is designed to address insider transactions under the Exchange Act.

For existing shareholders, this confirms that the merger consideration of $67.00 per share was applied uniformly, including to directors, and that the company is now a subsidiary of Alloy Parent LLC as of December 15, 2025. Subsequent company communications or filings may provide broader details on post-merger structure and operations.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider Thomas Charlene A

Role Director

Type	Security	Shares	Price	Value
Disposition	Common Stock	8,310.63	$67.00	$557K

Holdings After Transaction: Common Stock — 0 shares (Direct)

Footnotes (1)

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Form 4 Insider Transactions: What Each Field Means →

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^*

Thomas Charlene A

(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		8,310.63	D	$67(1)	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. Pursuant to the terms of that certain Agreement and Plan of Merger ("Merger Agreement"), dated as of May 5, 2024, by and among ALLETE, Inc., a Minnesota corporation (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.

	Julie L. Padilla for Charlene A. Thomas	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 in this Form 4?

The filing reports that director Charlene A. Thomas disposed of 8,310.63 shares of ALLETE Inc. common stock on 12/15/2025, in connection with a merger that converted her shares into cash.

How many ALLETE shares did the director dispose of and at what price?

Charlene A. Thomas disposed of 8,310.63 shares of ALLETE common stock at a price of $67.00 per share, reflecting the cash merger consideration.

Why were ALLETE shares disposed of on December 15, 2025?

On December 15, 2025, a merger became effective in which Alloy Merger Sub LLC merged with and into ALLETE. At that effective time, each ALLETE common share was automatically converted into the right to receive $67.00 in cash, resulting in the reported disposition.

What is the reporting person’s relationship to ALLETE (ALE)?

The reporting person, Charlene A. Thomas, is identified as a Director of ALLETE Inc., as indicated in the relationship section of the filing.

Does the reporting person own any ALLETE common stock after the merger transaction?

Following the reported transaction, the filing shows that 0 shares of ALLETE common stock are beneficially owned by the reporting person, indicating her direct holdings were fully cashed out.

What merger terms affecting ALLETE shareholders are described in this filing?

The filing explains that under a Merger Agreement dated May 5, 2024, Alloy Merger Sub LLC merged with and into ALLETE on December 15, 2025, and each share of ALLETE common stock was converted into the right to receive $67.00 in cash per share, without interest.

Was the director’s share disposition approved under any specific securities rule?

Yes. The filing states that 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.