Form 4: ALLETE Director Disposes Shares in $67/Share Merger

ALLETE Inc. director George G. Goldfarb disposed of all common stock holdings following the company's merger into a subsidiary of Alloy Parent LLC for $67.00 per share.

Summary

• George G. Goldfarb, a director of ALLETE Inc. (ALE), reported the disposition of all his beneficial ownership in ALLETE common stock.
• The disposition occurred on December 15, 2025, as a result of ALLETE's merger with Alloy Merger Sub LLC, 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.
• Goldfarb disposed of 25,442.35 shares directly and 1,000 shares indirectly held by a trust, totaling 26,442.35 shares.
• The disposition included shares acquired through the dividend reinvestment feature of ALLETE's direct stock purchase plan and the dividend equivalent feature of stock awards deferred under the non-employee director deferral plan.
• The Company's board of directors approved the disposition of securities by the reporting person in the merger in the manner contemplated by Rule 16b-3 under the Securities Exchange Act of 1934.

Sentiment

Score: 7

Explanation: The filing reports the successful completion of a merger where shareholders received a fixed cash price per share, which is generally a positive and definitive outcome for investors, though it marks the end of ALLETE as an independent public entity.

Positives

• Shareholders received a definitive cash payment of $67.00 per share for their common stock as a result of the merger.
• The disposition of 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.

Negatives

• ALLETE Inc. ceased to be an independent publicly traded company, having merged into a subsidiary of Alloy Parent LLC.

Future Outlook

ALLETE Inc. has ceased to be an independent publicly traded entity, having merged into a subsidiary of Alloy Parent LLC. The filing does not provide forward-looking statements for the new subsidiary.

Management Comments

• 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.

Industry Context

The acquisition of ALLETE Inc. by Alloy Parent LLC reflects ongoing consolidation trends within the utilities or infrastructure sectors, where companies may seek to achieve scale, operational efficiencies, or strategic alignment through mergers and acquisitions. Such transactions often result in public companies transitioning to private ownership or becoming subsidiaries of larger entities.

Comparison to Industry Standards

• The merger consideration of $67.00 per share for ALLETE Inc. common stock would typically be evaluated against the company's historical trading multiples (e.g., P/E, P/B, EV/EBITDA) and comparable transactions in the utilities or infrastructure sectors. Without specific details on the valuation multiples or comparable company data within the filing, a direct assessment against global benchmarks or specific comparable companies (e.g., Xcel Energy, WEC Energy Group, NextEra Energy) is not possible from this document alone. However, the cash consideration provides a definitive exit value for shareholders.

Corporate Governance

Stakeholder Impact

• Shareholders: Received $67.00 cash per share, providing a definitive return on investment.
• Company (ALLETE Inc.): Transitioned from an independent public entity to a subsidiary, implying changes in operational and strategic autonomy.
• Management/Board: The board approved the merger, leading to the disposition of director's shares.

Next Steps

• No further actions are required by the reporting person regarding ALLETE Inc. common stock as it has been converted to cash.
• ALLETE Inc. will operate as a subsidiary of Alloy Parent LLC.

Key Dates

Keywords

ALLETE, ALE, Merger, Acquisition, Form 4, Insider Trading, Beneficial Ownership, Director, Stock Disposition, Cash Payout, Corporate Action