Form 4: ALLETE Director Sells Shares in $67/Share Merger
Insider Transaction Report
ALLETE Inc. Director Susan K. Nestegard reported the disposition of common stock at $67.00 per share following the company's merger into a subsidiary of Alloy Parent LLC.
Summary
- Susan K. Nestegard, a Director of ALLETE Inc., reported the disposition of 14,883.75 shares of ALLETE Common Stock.
- The transaction occurred on December 15, 2025, which was the effective time of the merger.
- Each share was converted into the right to receive $67.00 in cash as part of the merger consideration.
- The disposition included shares acquired through dividend equivalent features of deferred stock awards under the non-employee director deferral plan.
- Deferred Stock Units (DSUs) held by non-employee directors were also canceled and converted into a cash payment based on the number of shares and the $67.00 merger consideration.
- The disposition was approved by ALLETE's board of directors under Rule 16b-3 of the Securities Exchange Act of 1934.
Sentiment
Score: 5
Explanation: Neutral, as this is a factual report of a completed transaction following a merger, with no forward-looking statements or performance indicators.
Future Outlook
NA
Industry Context
NA
Corporate Governance
| Change Type | Description | Effective Date | Impact Assessment |
|---|---|---|---|
| Board Approval | 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 under the Securities Exchange Act of 1934. | 2025-12-15 | Ensures compliance with SEC regulations for insider transactions related to corporate events. |
Stakeholder Impact
- Shareholders of ALLETE Inc. received $67.00 in cash per share for their common stock as a result of the merger, converting their equity holdings into cash.
Key Dates
| Date | Description |
|---|---|
| 2024-05-05 | Date of the Agreement and Plan of Merger between ALLETE Inc., Alloy Parent LLC, and Alloy Merger Sub LLC. |
| 2025-12-15 | Effective Time of the Merger, where Alloy Merger Sub LLC merged into ALLETE Inc., and ALLETE Inc. became a subsidiary of Alloy Parent LLC. Also the transaction date for the disposition of common stock. |
| 2025-12-16 | Signature date of the Form 4 filing by Julie L. Padilla for Susan K. Nestegard. |
Keywords
ALLETE Inc., ALE, Merger, Insider Transaction, Form 4, Stock Disposition, Susan K. Nestegard, Corporate Governance, Cash Merger
Disclaimer:The information provided here is for general informational purposes only and does not constitute financial advice, recommendation, or endorsement of any kind. It may contain errors or omissions. You should not rely on this information to make financial decisions. Always seek the advice of a qualified financial professional before making any investment or financial decisions. Use of this information is at your own risk.