Form 4: ALLETE Executive Disposes Shares Post-Merger

ALLETE Inc. VP and COO Joshua J. Skelton reported the disposition of common stock and restricted stock units totaling over 19,000 shares at $67.00 per share due to the company's merger.

Summary

• Joshua J. Skelton, VP and COO of Minnesota Power (a subsidiary of ALLETE Inc.), reported the disposition of ALLETE Inc. common stock and restricted stock units (RSUs).
• The transactions occurred on December 15, 2025, coinciding with the effective time of the merger between ALLETE Inc. and Alloy Merger Sub LLC, a subsidiary of Alloy Parent LLC.
• In connection with the merger, each share of ALLETE common stock was converted into the right to receive $67.00 in cash per share.
• Skelton disposed of 5,461.9 shares of common stock directly, 3,270.59 shares related to RSUs, 775.42 shares indirectly by spouse, 5,403.38 shares indirectly by RSOP Trust, and 4,344.18 shares indirectly by RSOP Trust for the benefit of spouse.
• The total number of shares and units disposed of across all categories is 19,255.47.
• RSUs were canceled and converted into a contingent right to receive a cash award equal to the number of shares subject to the RSU multiplied by the $67.00 merger consideration, subject to original vesting conditions and withholding taxes.
• The disposition of securities by the reporting person in the merger was approved by ALLETE's board of directors under Rule 16b-3.

Sentiment

Score: 5

Explanation: Neutral, as this is a factual report of a pre-announced corporate action (merger) and the subsequent disposition of shares by an insider, with no new strategic or operational information about the company's ongoing business.

Positives

• The reporting person received a cash payment of $67.00 per share for all directly and indirectly held common stock as part of the merger consideration.
• The disposition of securities was approved by the Company's board of directors, ensuring compliance with regulatory requirements.

Negatives

• ALLETE Inc. is no longer an independent publicly traded company, having become a subsidiary of Alloy Parent LLC.
• The reporting person no longer holds direct or indirect beneficial ownership of ALLETE common stock following the merger.

Future Outlook

The filing does not provide forward-looking statements for ALLETE Inc. as an independent entity, as it has become a subsidiary of Alloy Parent LLC following the merger.

Industry Context

This transaction reflects a corporate acquisition in the utility sector, a trend often driven by consolidation or private equity interest in stable, regulated assets. The disposition of shares by an executive is a standard procedural outcome following such a merger.

Comparison to Industry Standards

• This Form 4 reports an insider's disposition of shares due to a merger, which is a standard regulatory disclosure for such events.
• The merger consideration of $67.00 per share would typically be evaluated against industry-specific valuation multiples (e.g., EV/EBITDA, P/E) for comparable utility companies at the time the merger agreement was announced (May 5, 2024). However, this filing does not provide the necessary data for such a comparative analysis.

Corporate Governance

Stakeholder Impact

• Shareholders: Received $67.00 in cash per share for their ALLETE Inc. common stock as a result of the merger.
• Employees (including the reporting person): Equity holdings (common stock and RSUs) were converted into cash or contingent cash awards based on the merger consideration.

Key Dates

Keywords

ALLETE Inc., ALE, Form 4, insider transaction, merger, acquisition, common stock, restricted stock units, executive compensation, stock disposition, Rule 10b5-1, Rule 16b-3