ALLETE (ALE) insider reports all shares converted to $67.00 cash in merger
Rhea-AI Filing Summary
ALLETE, Inc. completed a merger on December 15, 2025 in which Alloy Merger Sub LLC merged with and into the company, making it a subsidiary of Alloy Parent LLC. Each share of ALLETE common stock was automatically converted into the right to receive $67.00 in cash per share, without interest. In this filing, company officer Julie L. Padilla, VP, Chief Legal Officer and Secretary, reports that all of her directly and indirectly held common shares, including amounts accumulated through RSU dividend equivalents and the retirement savings and stock ownership plan, were disposed of in the cash merger, leaving her with zero shares owned.
The filing also explains that each outstanding unvested restricted stock unit was canceled at the merger’s effective time and converted into a contingent right to receive a cash award equal to the number of underlying shares, including credited dividend equivalents, multiplied by the $67.00 merger consideration, subject to tax withholding and the same vesting conditions that applied before the merger.
Positive
- None.
Negative
- None.
Insights
Cash merger converts ALLETE equity into $67.00 per-share payouts and cash-settled awards.
The disclosure shows that on December 15, 2025, a subsidiary of Alloy Parent LLC merged into ALLETE, Inc., leaving ALLETE as a subsidiary of Alloy Parent. Each share of ALLETE common stock was automatically converted into the right to receive $67.00 in cash per share, so existing equity positions, including shares held in the retirement savings and stock ownership plan, were fully cashed out. For officer Julie L. Padilla, this resulted in the disposition of all directly and indirectly held shares, with reported beneficial ownership reduced to zero.
The filing details that each unvested restricted stock unit tied to ALLETE common stock was canceled at the effective time and replaced with a contingent right to a cash award. The cash value equals the number of RSU-linked shares, including accumulated dividend equivalents, multiplied by the $67.00 merger consideration, subject to withholding taxes, while keeping the original vesting terms. This shifts executive incentives from equity-based in ALLETE stock to cash-based obligations linked to the same vesting schedule.
The company’s board of directors approved the insider disposition under Rule 16b-3, which is designed to provide an exemption from short-swing profit rules for board-approved transactions. Overall, this Form 4 mainly documents how a broader change-of-control transaction converted insider equity and incentives into cash-based rights, rather than indicating a new, standalone trading decision by the officer.
Insider Trade Summary
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Disposition | Common Stock | 2,096.47 | $0.00 | -- |
| Disposition | Common Stock | 210.2 | $67.00 | $14K |
Footnotes (1)
- Pursuant to the terms of that certain Agreement and Plan of Merger ("Merger Agreement"), dated as of May 5, 2024, by and among ALLETE, Inc., a Minnesota corporation (the "Company"), Alloy Parent LLC, a Delaware limited liability company ("Parent"), and Alloy Merger Sub LLC, a Delaware limited liability company and wholly owned subsidiary of Parent ("Merger Sub"), at the effective time on December 15, 2025 (the "Effective Time"), Merger Sub merged with and into the Company, with the Company surviving such merger (the "Merger") as a subsidiary of Parent. In connection with the Merger, each share of Company common stock, no par value ("Common Stock"), was automatically converted into the right to receive $67.00 in cash per share without interest (the "Merger Consideration"). 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. Includes shares acquired in exempt transactions under the dividend equivalent feature of restricted stock unit ("RSU") grants pursuant to the Company's executive long-term incentive compensation plan, based on plan information available as of immediately prior to the Effective Time. Pursuant to the Merger Agreement, each RSU with respect to Common Stock that was outstanding and unvested immediately prior to the Effective Time was canceled as of the Effective Time and converted into a contingent right to receive a converted cash award with respect to an aggregate amount, without interest, equal in value to (x) the number of shares of Common Stock subject to such RSU immediately prior to the Effective Time after giving effect to the accumulation of dividend equivalents credited in respect of such RSU, multiplied by (y) the Merger Consideration, subject to deduction for any applicable withholding taxes. Each such converted cash award will continue to have, and payment will be subject to, the same terms and conditions, including vesting conditions, as applied to the corresponding RSU immediately prior to the Effective Time. Includes shares acquired in exempt transactions pursuant to the Company's retirement savings and stock ownership plan ("RSOP"), based on RSOP plan information available as of immediately prior to the Effective Time.
