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

ALLETE's VP, Chief Legal Officer & Secretary, Julie L. Padilla, reported the disposition of common stock and conversion of restricted stock units following the company's merger at $67.00 per share.

Summary

• Julie L. Padilla, VP, Chief Legal Officer & Secretary of ALLETE Inc., reported changes in beneficial ownership.
• The changes occurred on December 15, 2025, due to a merger where ALLETE, Inc. became a subsidiary of Alloy Parent LLC.
• Each share of ALLETE common stock was automatically converted into the right to receive $67.00 in cash without interest.
• Padilla disposed of 2,096.47 shares of common stock directly and 210.2 shares indirectly through an RSOP Trust.
• Outstanding and unvested Restricted Stock Units (RSUs) were canceled and converted into contingent cash awards, maintaining their original vesting conditions.

Sentiment

Score: 7

Explanation: The sentiment is neutral to positive as the transaction is a planned outcome of a merger, providing a fixed cash value to shareholders and converting executive equity awards into cash equivalents with continued vesting. It reflects a successful completion of a corporate event rather than operational performance.

Positives

• The merger provided a fixed cash consideration of $67.00 per share for common stockholders.
• The disposition of securities by the reporting person in connection with the merger was approved by ALLETE's board of directors, ensuring compliance with Rule 16b-3.

Negatives

• Common stock ownership in ALLETE, Inc. was converted to cash, ending direct equity participation in the company for shareholders.
• Unvested RSUs were converted into contingent cash awards, meaning future value is tied to cash rather than potential equity appreciation of equity.

Future Outlook

Unvested Restricted Stock Units (RSUs) held by the reporting person were converted into contingent cash awards that will continue to be subject to their original vesting conditions, indicating future payments tied to continued service or performance.

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 a common outcome in corporate mergers and acquisitions where public companies are taken private, resulting in the conversion of existing equity holdings into cash for shareholders and the adjustment of executive compensation plans (like RSUs) to reflect the new ownership structure.

Stakeholder Impact

• Shareholders: Common stockholders received $67.00 per share in cash, ending their equity ownership in ALLETE.
• Employees (specifically Julie L. Padilla): Equity-based compensation (RSUs) was converted into contingent cash awards, maintaining future value but shifting from equity to cash.

Next Steps

• Payment of converted cash awards for RSUs upon satisfaction of original vesting conditions.

Key Dates

Keywords

ALLETE Inc, ALE, Form 4, Merger, Insider Transaction, Beneficial Ownership, Restricted Stock Units, RSU, Cash Merger, Julie L. Padilla