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

ALLETE Inc. director Robert P. Powers disposed of 15,381.38 shares of common stock at $67.00 per share as part of the company's merger into a subsidiary of Alloy Parent LLC.

Summary

• Robert P. Powers, a director of ALLETE Inc. (ALE), reported the disposition of 15,381.38 shares of common stock on December 15, 2025.
• The disposition occurred as a result of a merger where ALLETE Inc. merged with and into Alloy Merger Sub LLC, a wholly-owned subsidiary of Alloy Parent LLC, with ALLETE Inc. surviving as a subsidiary of Parent.
• Each share of ALLETE common stock was automatically converted into the right to receive $67.00 in cash per share, without interest, as the merger consideration.
• The reported shares include those acquired through dividend equivalents from stock awards deferred under ALLETE's non-employee director deferral plan.
• Deferred stock units (DSUs) held by non-employee directors were canceled and converted into a cash payment equal to the number of shares subject to the DSU (including dividend equivalents) multiplied by the $67.00 merger consideration.
• The disposition of securities by the reporting person in the merger was approved by ALLETE's board of directors in accordance with Rule 16b-3 under the Securities Exchange Act of 1934.

Sentiment

Score: 7

Explanation: The sentiment is positive for ALLETE shareholders who received a definitive cash value for their shares as part of the merger. For the company itself, it represents a transition from a public entity to a subsidiary, which is a neutral event in terms of ongoing public market sentiment.

Positives

• Shareholders of ALLETE Inc. received a fixed cash consideration of $67.00 per share, providing a clear and certain exit value.
• The disposition of securities by the director was approved by the company's board of directors, ensuring compliance with regulatory requirements.

Negatives

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

Risks

• NA

Future Outlook

ALLETE Inc. is no longer an independent publicly traded entity, having become a subsidiary of Alloy Parent LLC following the merger. There is no forward-looking guidance for ALLETE Inc. as a standalone public company.

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

This filing reflects the completion of an acquisition, a common occurrence in various industries, including the utilities and energy sectors where consolidation can occur to achieve scale or strategic alignment. The transaction indicates a private equity or strategic buyer's interest in ALLETE's assets or market position.

Comparison to Industry Standards

• NA

Management Changes

Corporate Governance

Legal Proceedings

• NA

Related Party Transactions

• The disposition of shares by director Robert P. Powers is an insider transaction, directly related to his role and beneficial ownership in ALLETE Inc. at the time of the merger.

Stakeholder Impact

• Shareholders: Received $67.00 cash per share, providing a liquidity event and a defined return on investment.
• Employees: ALLETE Inc. continues as a surviving entity, but as a subsidiary, potentially impacting future employment terms, benefits, or corporate culture under new ownership.
• Customers: Operations of ALLETE Inc. continue under the new ownership structure, with potential long-term impacts on service, pricing, or strategic direction.

Next Steps

• For the reporting person, the transaction concludes their beneficial ownership of ALLETE Inc. common stock as a public entity.

Key Dates

Keywords

ALLETE, ALE, Merger, Acquisition, Form 4, Insider Transaction, Stock Disposition, Cash Merger, Alloy Parent LLC, Robert P. Powers