ALLETE Inc. Files 8-K: Acquisition, Delisting Notice, Officer Changes

TL;DR

ALLETE's 8-K drops: acquisition done, but listing rules in question, plus exec shake-ups.

AI Summary

ALLETE INC. announced on December 15, 2025, the completion of an acquisition, a notice of delisting or failure to satisfy a continued listing rule, material modifications to security holder rights, and changes in control of the registrant. The filing also details the departure of directors or certain officers, election of directors, appointment of certain officers, and compensatory arrangements for certain officers. Additionally, it covers amendments to articles of incorporation or bylaws, changes in fiscal year, Regulation FD disclosures, and other events, including financial statements and exhibits.

Why It Matters

This 8-K filing indicates significant corporate actions including an acquisition and potential delisting issues, which could impact ALLETE's stock performance and operational structure.

Risk Assessment

Risk Level: high — The filing mentions a notice of delisting or failure to satisfy a continued listing rule, which poses a significant risk to the company's stock.

Key Players & Entities

• ALLETE INC. (company) — Registrant
• December 15, 2025 (date) — Filing Date

FAQ

Key Financial Figures

• $67.00 — and converted into the right to receive $67.00 in cash, without interest (the "Merger
• $0.008 — period" dividend in an amount equal to $0.008 per share of Common Stock (which reflec
• $0.73 — cent regular quarterly dividend rate of $0.73 per share, divided by 91 days) multipli

Filing Documents

• ef20060780_8k.htm (8-K) — 55KB
• ef20060780_ex3-1.htm (EX-3.1) — 19KB
• ef20060780_ex3-2.htm (EX-3.2) — 77KB
• ef20060780_ex99-1.htm (EX-99.1) — 18KB
• ef20060780_ex99-2.htm (EX-99.2) — 8KB
• image00001.jpg (GRAPHIC) — 2KB
• image00002.jpg (GRAPHIC) — 1KB
• image00003.jpg (GRAPHIC) — 10KB
• image00004.jpg (GRAPHIC) — 15KB
• 0001140361-25-045482.txt ( ) — 373KB
• ale-20251215.xsd (EX-101.SCH) — 4KB
• ale-20251215_lab.xml (EX-101.LAB) — 22KB
• ale-20251215_pre.xml (EX-101.PRE) — 16KB
• ef20060780_8k_htm.xml (XML) — 4KB

01

Item 2.01 Completion of Acquisition or Disposition of Assets. The information set forth under the Introductory Note above is hereby incorporated by reference in its entirety into this Item 2.01. The foregoing description of the Merger Agreement and the transactions contemplated thereby does not purport to be complete and is subject to, and qualified in its entirety by reference to, the full text of the Merger Agreement, which was filed as Exhibit 2.1 to the Company's Current Report on Form 8-K, filed with the SEC on May 6, 2024, and is incorporated herein by reference. 1 ALLETE, Inc. Form 8-K dated December 15, 2025 SECTION 3 – SECURITIES AND TRADING MARKETS

01

Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing. The information set forth under the Introductory Note of this Current Report on Form 8-K is incorporated by reference in this Item 3.01. On the Closing Date, in connection with the closing of the Merger (the "Closing"), the Company notified the New York Stock Exchange ("NYSE") that the Merger had been consummated and requested that the NYSE file with the SEC a notification of removal from listing on Form 25 to delist shares of Common Stock from the NYSE and to deregister shares of Common Stock under Section 12(b) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). Trading of Common Stock on the NYSE was suspended prior to the opening of trading on the Closing Date, and the delisting of the Common Stock from the NYSE will be effective 10 days after the filing of the Form 25. Additionally, the Company intends to file a certification and notice of termination of registration on Form 15 with the SEC to terminate the registration of its shares under Section 12(g) of the Exchange Act and to suspend its reporting obligations under Sections 13 and 15(d) of the Exchange Act with respect to the Common Stock.

03

Item 3.03 Material Modification to Rights of Security Holders. The information set forth under the Introductory Note of this Current Report on Form 8-K and Items 3.01 and 5.03 is incorporated by reference in this Item 3.03. In connection with the Merger and at the Effective Time, each eligible share of Common Stock was cancelled and converted into the right to receive the Merger Consideration and holders of Common Stock immediately prior to such time ceased to have any rights as shareholders in the Company (other than their right to receive the Merger Consideration pursuant to the terms of the Merger Agreement). SECTION 5 – CORPORATE GOVERNANCE AND MANAGEMENT

01

Item 5.01 Changes in Control of Registrant. The information set forth under the Introductory Note of this Current Report on Form 8-K is incorporated by reference in this Item 5.01. In connection with the Merger and at the Effective Time, a change of control of the Company occurred and Merger Sub has been merged with and into the Company, with the Company continuing as the Surviving Corporation and a wholly owned subsidiary of Parent.

02

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. In accordance with the terms of the Merger Agreement, at the Effective Time, all of the directors of the Company, except George Goldfarb, Susan Nestegard, Barbara Nick and Bethany Owen, ceased to be directors of the Company and members of any and all committees of the Company's board of directors. These actions were not a result of any disagreements with the Company on any matter relating to the Company's operations, policies or practices. As of the Effective Time, directors of the Surviving Corporation consisted of George Goldfarb, Susan Nestegard, Barbara Nick and Bethany Owen. Subsequently, the directors of the Surviving Corporation will consist of Andrew Alley, Scott Anderson, Jonathan Bram, Deborah DeLuca, RD Gauss, David Emery, George Goldfarb, Lisa Krueger, Susan Nestegard, Barbara Nick, E. Stanley O'Neal, Bethany Owen, Palak Trivedi and Charles Zebula. In accordance with the terms of the Merger Agreement, at the Effective Time, the officers of the Company as of immediately prior to the Effective Time continued as the officers of the Surviving Corporation.

03

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. In accordance with the terms of the Merger Agreement, at the Effective Time, the Amended and Restated Articles of Incorporation of the Company were amended and restated in their entirety and such amended and restated articles of incorporation of the Surviving Corporation are filed herewith as Exhibit 3.1 to this Current Report on Form 8-K and are incorporated herein by reference. 2 ALLETE, Inc. Form 8-K dated December 15, 2025 In accordance with the terms of the Merger Agreement, at the Effective Time, the bylaws of the Company were amended and restated in their entirety and such amended and restated bylaws of the Surviving Corporation are filed herewith as Exhibit 3.2 to this Current Report on Form 8-K and are incorporated herein by reference. SECTION 7 – REGULATION FD

01

Item 7.01 Regulation FD Disclosure. On December 15, 2025, the Company issued a press release announcing the completion of the Merger. The press release is attached to this report as Exhibit 99.1 and is incorporated herein by reference. Also on December 15, 2025, the Company issued a press release regarding the declaration of the Stub Period Dividend (as defined below). The press release is attached to this report as Exhibit 99.2 and is incorporated herein by reference. The press releases are being furnished, not filed, pursuant to Regulation FD. Accordingly, the press releases will not be incorporated by reference into any registration statement filed by the Company under the Securities Act of 1933, as amended, unless specifically identified therein as being incorporated therein by reference. The furnishing of the press releases are not intended to, and does not, constitute a determination or admission by the Company that the information in the press releases is material or complete, or that investors should consider this information before making an investment decision with respect to any security of the Company or any of its affiliates. SECTION 8 – OTHER EVENTS

01

Item 8.01 Other Events. As previously disclosed, the board of directors of the Company fixed October 16, 2025 as the record date for the Stub Period Dividend (defined below), provided holders of Common Stock hold their shares to the Closing. On December 14, 2025, the board of directors of the Company declared, subject to the consummation of the Merger, a "stub period" dividend in an amount equal to $0.008 per share of Common Stock (which reflects the most recent regular quarterly dividend rate of $0.73 per share, divided by 91 days) multiplied by the number of days from and including August 16, 2025, the day after the record date for the most recent regular quarterly Common Stock dividend, to and including the Closing Date (the "Stub Period Dividend"). The Stub Period Dividend is payable to all holders of Common Stock who also receive the Merger Consideration. The Board also fixed the payment date of the Stub Period Dividend as the fifth Business Day (as defined in the Merger Agreement) after the Closing. SECTION 9 – FINANCIAL STATEMENTS AND EXHIBITS

Financial Statements and Exhibits

Financial Statements and Exhibits. (d) Exhibits Exhibit Description 2.1 Agreement and Plan of Merger, dated as of May 5, 2024, by and among ALLETE, Inc., Alloy Parent LLC and Alloy Merger Sub LLC (incorporated by reference to Exhibit 2.1 to the Company's Current Report on Form 8-K filed with the SEC on May 6, 2024)* 3.1 Amended and Restated Articles of Incorporation of ALLETE, Inc., effective as of December 15, 2025 3.2 Amended and Restated Bylaws of ALLETE, Inc., effective as of December 15, 2025 99.1 Press Release issued by ALLETE, Inc. on December 15, 2025 99.2 Press Release issued by ALLETE, Inc. on December 15 , 2025 104 Cover Page Interactive Data File (embedded within the Inline XBRL document). * Schedules and exhibits have been omitted pursuant to Item 601(b)(2) of Regulation S-K. A copy of any omitted schedules will be furnished supplementally to the SEC upon request provided, however, that the parties may request confidential treatment pursuant to Rule 24b-2 of the Exchange Act for any document so furnished. 3 ALLETE, Inc. Form 8-K dated December 15, 2025

SIGNATURES

SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. ALLETE, Inc. December 15 , 202 5 /s/ Julie L. Padilla Julie L. Padilla Vice President, Chief Legal Officer and Corporate Secretary 4 ALLETE, Inc. Form 8-K dated December 15, 2025

View Full Filing

View this 8-K filing on SEC EDGAR