Form 4: ALLETE CFO Scissons Reports Share Disposition Post-Merger

ALLETE's VP CFO & Corporate Treasurer, Jeffrey J. Scissons, reported the disposition of his common stock holdings and restricted stock units following the company's merger with Alloy Parent LLC for $67.00 per share.

Summary

• Jeffrey J. Scissons, ALLETE's VP CFO & Corporate Treasurer, reported changes in his beneficial ownership of ALLETE common stock.
• The changes occurred on December 15, 2025, which was the effective time of the merger between ALLETE, Inc. and Alloy Merger Sub LLC, a subsidiary of Alloy Parent LLC.
• In the merger, ALLETE became a subsidiary of Alloy Parent LLC.
• Each share of ALLETE common stock was converted into the right to receive $67.00 in cash.
• Scissons disposed of 1,602.24 shares of directly owned common stock (from dividend reinvestment plan) at $67.00 per share.
• He also disposed of 2,564.07 shares of directly owned common stock (from RSU dividend equivalents) at $67.00 per share.
• Additionally, 1,677.62 shares of common stock indirectly owned via the RSOP Trust were disposed of at $67.00 per share.
• Outstanding and unvested Restricted Stock Units (RSUs) were canceled and converted into a contingent right to receive a cash award, calculated as the number of RSU shares (including dividend equivalents) multiplied by the $67.00 merger consideration, subject to original vesting conditions.
• The disposition of securities by Scissons in the merger was approved by ALLETE's board of directors under Rule 16b-3.

Sentiment

Score: 6

Explanation: The filing reports the expected completion of a merger, resulting in a cash payout for shareholders and conversion of equity awards. This is a neutral event in terms of new information, but the underlying merger event is generally positive for shareholders receiving a premium.

Positives

• The Reporting Person received a cash payout of $67.00 per share for his common stock holdings.
• Restricted Stock Units were converted into a contingent cash award, preserving their value based on the merger consideration and original vesting terms.
• The transaction was approved by the Company's board of directors, indicating proper corporate governance and compliance with Rule 16b-3.

Negatives

• The Reporting Person no longer holds direct or indirect beneficial ownership of ALLETE common stock, as the company is now a private subsidiary.
• The conversion of RSUs to contingent cash awards means the reporting person loses potential upside from future equity appreciation in ALLETE as a standalone public entity.

Future Outlook

The filing does not contain specific forward-looking statements or guidance, as it reports a completed insider transaction related to a merger.

Industry Context

This filing reflects the finalization of a corporate merger, a common strategic event in various industries, particularly in sectors undergoing consolidation or private equity interest. The conversion of public shares to cash and equity awards to contingent cash awards is standard practice in such transactions, ensuring executive compensation aligns with the new ownership structure.

Comparison to Industry Standards

• The merger consideration of $67.00 per share and the treatment of restricted stock units are consistent with typical merger agreements in the utilities or infrastructure sector, where cash buyouts are common.
• While specific comparable companies or projects are not detailed in this filing, the structure of the transaction aligns with market practices for take-private deals, aiming to provide a premium to public shareholders while transitioning executive incentives.

Corporate Governance

Stakeholder Impact

• Shareholders: Received $67.00 cash per share, realizing value from their investment.
• Employees (with RSUs): Their unvested RSUs were converted into contingent cash awards, preserving their value and vesting conditions post-merger.

Key Dates

Keywords

ALLETE, ALE, Form 4, Insider Transaction, Merger, Acquisition, Common Stock, Restricted Stock Units, RSU, Jeffrey Scissons, Corporate Treasurer, CFO, Beneficial Ownership, Share Disposition, Alloy Parent LLC