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

ALLETE Director Barbara A. Nick disposed of 13,631.26 shares of common stock at $67 per share following the company's merger with Alloy Merger Sub LLC.

Summary

• Barbara A. Nick, a Director of ALLETE Inc. (ALE), reported the disposition of 13,631.26 shares of ALLETE Common Stock.
• The transaction occurred on December 15, 2025, as part of a merger agreement.
• Each share of ALLETE common stock was automatically converted into the right to receive $67.00 in cash.
• The disposition was approved by ALLETE's board of directors under Rule 16b-3 of the Securities Exchange Act of 1934.
• ALLETE Inc. merged with Alloy Merger Sub LLC, a wholly-owned subsidiary of Alloy Parent LLC, with ALLETE surviving as a subsidiary of Alloy Parent LLC.
• Ms. Nick is no longer subject to Section 16 reporting obligations.

Sentiment

Score: 7

Explanation: The filing reports the successful completion of a merger where shareholders received a fixed cash price per share, providing a clear and positive outcome for investors in ALLETE's common stock.

Positives

• Shareholders received a cash consideration of $67.00 per share for their ALLETE common stock.
• The transaction provides liquidity and a defined exit price for investors.

Negatives

• ALLETE Inc. is no longer an independent publicly traded company, becoming a subsidiary of Alloy Parent LLC.
• Public shareholders no longer have equity ownership in ALLETE Inc.

Future Outlook

ALLETE Inc. has transitioned from a publicly traded entity to a subsidiary of Alloy Parent LLC, implying a shift in its operational and financial reporting structure from public to private. The reporting person is no longer subject to Section 16 reporting requirements.

Management Comments

• 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, as amended.

Industry Context

This transaction reflects ongoing consolidation trends within the utility and energy sectors, where companies may be acquired by larger entities or private equity firms seeking stable cash flows and infrastructure assets. Such mergers often aim to achieve economies of scale, expand market reach, or optimize operational efficiencies.

Management Changes

Corporate Governance

Stakeholder Impact

• Shareholders: Received $67.00 cash per share, losing their equity stake in ALLETE Inc.
• Company (ALLETE Inc.): Transitioned from a public company to a wholly-owned subsidiary of Alloy Parent LLC.
• Directors/Officers: Reporting person (Barbara A. Nick) is no longer subject to Section 16 reporting requirements.

Next Steps

• The reporting person, Barbara A. Nick, is no longer subject to Section 16 reporting obligations for ALLETE Inc.

Key Dates

Keywords

ALLETE, ALE, Form 4, insider transaction, merger, acquisition, common stock, beneficial ownership, Barbara A. Nick, Alloy Parent LLC, Alloy Merger Sub LLC, cash consideration, Section 16