Bethany M. Owen - 15 Dec 2025 Form 4 Insider Report for ALLETE INC (ALE)

Footnote F1

Includes shares acquired in exempt transactions under the dividend reinvestment feature of the direct stock purchase and dividend reinvestment plan of ALLETE, Inc., a Minnesota corporation (the "Company"), based on plan information available as of immediately prior to the Effective Time (as defined below).

Footnote F2

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.

Footnote F3

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.

Footnote F4

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.

Footnote F5

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.