ALLETE (ALE) executive stock and RSUs cashed out in $67 per share merger
Rhea-AI Filing Summary
ALLETE Inc. disclosed an insider stock disposition tied to its merger with Alloy Parent LLC. Vice President and COO–Minnesota Power Joshua J. Skelton reported that on December 15, 2025, his directly and indirectly held ALLETE common shares, including holdings through his spouse and retirement savings and stock ownership plan trusts, were converted in the merger.
Under the merger agreement, each ALLETE common share was automatically converted into the right to receive $67.00 in cash per share, without interest. Outstanding restricted stock units were canceled at closing and replaced with contingent cash awards equal to the number of shares covered, including credited dividend equivalents, multiplied by the same $67.00 cash consideration, while maintaining their original vesting and other terms.
Positive
- None.
Negative
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Insider Trade Summary
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Disposition | Common Stock | 5,461.9 | $67.00 | $366K |
| Disposition | Common Stock | 3,270.59 | $0.00 | -- |
| Disposition | Common Stock | 775.42 | $67.00 | $52K |
| Disposition | Common Stock | 5,403.38 | $67.00 | $362K |
| Disposition | Common Stock | 4,344.18 | $67.00 | $291K |
Footnotes (1)
- Includes shares acquired in exempt transactions under: (a) the dividend reinvestment feature of the direct stock purchase and dividend reinvestment plan of ALLETE, Inc., a Minnesota corporation (the "Company"), and (b) ALLETE's employee stock purchase plan; all based on respective plan information available as of immediately prior to the Effective Time (as defined below). Pursuant to the terms of that certain Agreement and Plan of Merger (the "Merger Agreement"), dated as of May 5, 2024, by and among 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 under ALLETE's employee stock purchase plan, based on plan information available as of 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.
FAQ
What insider transaction did ALLETE (ALE) report for Joshua J. Skelton?
ALLETE reported that Joshua J. Skelton, Vice President and COO–Minnesota Power, disposed of his directly and indirectly held ALLETE common stock on December 15, 2025 when those shares were converted to cash rights in the company’s merger.
How were ALLETE (ALE) restricted stock units treated in the merger?
Each unvested restricted stock unit (RSU) tied to ALLETE common stock was canceled at the effective time and converted into a contingent right to receive a cash award equal to the number of shares subject to the RSU, including dividend equivalents, multiplied by the $67.00 Merger Consideration, subject to tax withholding and the same vesting conditions.
Was the insider’s disposition of ALLETE (ALE) securities approved under Rule 16b-3?
Yes. The disposition of ALLETE 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.
Who signed the ALLETE (ALE) insider transaction report and when?
The report was signed by Julie L. Padilla for Joshua J. Skelton on December 16, 2025, and includes a Power of Attorney as Exhibit 24.