[8-K] ALLETE INC Reports Material Event

Rhea-AI Filing Summary

ALLETE, Inc. disclosed that on October 3, 2025 the Minnesota Public Utilities Commission (MPUC) held a public hearing and voted in favor of approval of the Merger described in the company’s Agreement and Plan of Merger dated May 5, 2024. Under that agreement, Alloy Merger Sub LLC will merge into ALLETE, with ALLETE continuing as the surviving corporation and becoming a subsidiary of Alloy Parent LLC. The company said a written MPUC order is expected to follow, and that the Merger’s closing remains subject to customary closing conditions, including receipt of that written order. The press release announcing the MPUC vote is furnished as Exhibit 99.1.

Positive

• MPUC voted in favor of approving the Merger at the public hearing on October 3, 2025
• Merger Agreement dated May 5, 2024 is reaffirmed and the transaction structure is restated

Negative

• Consummation still subject to closing conditions, including receipt of the MPUC's written order
• No assurance in the filing that the written order has been issued or that other closing conditions are satisfied

Insights

Regulatory Analyst

MPUC vote advances the May 5, 2024 merger toward regulatory close.

The MPUC's public hearing resulted in a formal vote in favor of the Merger on October 3, 2025, which is a key regulatory milestone explicitly described in the filing. The filing notes that a written order is expected to follow; receipt of that order is a stated closing condition.

This matter is material because the company identifies MPUC approval as a prerequisite to consummation; until the written order and any other closing conditions are satisfied, the Merger is not complete.

M&A Counsel

The Merger Agreement (dated May 5, 2024) remains conditioned on regulatory and closing steps.

The filing reiterates the structure: Alloy Merger Sub LLC will merge into ALLETE with ALLETE surviving and becoming a subsidiary of Alloy Parent LLC. The company explicitly states the transaction is subject to satisfaction of closing conditions, including the MPUC's written order approving the Merger.

Legally, the MPUC vote is a favorable development disclosed by the company, but the filing correctly avoids treating the vote as the final administrative act until the written order issues.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported) - October 3, 2025

ALLETE, Inc.

(Exact name of registrant as specified in its charter)

Minnesota			1-3548			41-0418150
(State or other jurisdiction of			(Commission File Number)			(IRS Employer
incorporation or organization)						Identification No.)

30 West Superior Street

Duluth, Minnesota 55802-2093

(Address of principal executive offices, including zip code)

(218) 279-5000

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐			Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐			Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐			Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐			Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Title of each class			Trading symbol			Name of each exchange on which registered
Common Stock, without par value			ALE			New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter)

                                         Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

SECTION 7 – REGULATION FD

Item 7.01. Regulation FD Disclosure.

On October 3, 2025, ALLETE, Inc. (the “Company”) issued a press release announcing that the Minnesota Public Utilities Commission (the “MPUC”) held a public hearing in which the MPUC voted in favor of approval of the Merger (as defined below). The press release is attached to this report as Exhibit 99.1 and is incorporated herein by reference.

The press release is being furnished, not filed, pursuant to Regulation FD. Accordingly, the press release will not be incorporated by reference into any registration statement filed by the Company under the Securities Act of 1933, as amended (the “Securities Act”), unless specifically identified therein as being incorporated therein by reference. The furnishing of the press release is not intended to, and does not, constitute a determination or admission by the Company that the information in the press release 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

Item 8.01 Other Events.

As previously announced, on May 5, 2024, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”) 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”). Pursuant to the Merger Agreement, on the terms and subject to the conditions set forth therein, Merger Sub will merge with and into the Company (the “Merger”), with the Company continuing as the surviving corporation in the Merger and becoming a subsidiary of Parent.

As described above, on October 3, 2025, the MPUC held a public hearing in which the MPUC voted in favor of approval of the Merger. In connection with the MPUC’s public hearing, a written order is expected to follow. The consummation of the Merger remains subject to the satisfaction of certain closing conditions, including the receipt of the MPUC’s written order approving the Merger.

_________________

SECTION 9 - FINANCIAL STATEMENTS AND EXHIBITS

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit        Description

99.1         Press Release, dated October 3, 2025

104        Cover Page Interactive Data File (embedded within the Inline XBRL document).

Readers are cautioned that forward-looking statements should be read in conjunction with disclosures under the heading: “Forward-Looking Statements” located on page 2 of this Current Report on Form 8-K.

1

ALLETE Form 8-K dated October 3, 2025

Forward-Looking Statements

This Form 8-K contains “forward-looking statements” within the meaning of the federal securities laws, including safe harbor provisions of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act and Section 21E of the Securities Exchange Act of 1934, as amended, including statements regarding the proposed acquisition of the Company, regulatory approvals (including the MPUC’s written order), the expected timetable for completing the proposed transaction and any other statements regarding the Company’s future expectations, beliefs, plans, objectives, financial conditions, assumptions or future events or performance that are not historical facts. This information may involve risks and uncertainties that could cause actual results to differ materially from such forward-looking statements. These risks and uncertainties include, but are not limited to: the timing to consummate the proposed transaction; the risk that the conditions to closing of the proposed transaction may not be satisfied; the risk that a regulatory approval that may be required for the proposed transaction is not obtained or is obtained subject to conditions that are not anticipated; and the diversion of management’s time on transaction-related issues.

When used in this Form 8-K, or any other documents, words such as “anticipate,” “believe,” “estimate,” “expect,” “forecast,” “target,” “could,” “goal,” “intend,” “objective,” “plan,” “project,” “seek,” “strategy,” “target,” “may,” “will” and similar expressions are intended to identify forward-looking statements. These forward-looking statements are based on the beliefs and assumptions of management at the time that these statements were prepared and are inherently uncertain. Such forward-looking statements are subject to risks and uncertainties that could cause actual results to differ materially from those expressed or implied in the forward-looking statements. These risks and uncertainties, as well as other risks and uncertainties that could cause the Company’s actual results to differ materially from those expressed in the forward looking statements, are described in greater detail under the heading “Item 1A. Risk Factors” in the Company’s Form 10-Q for the quarter ended June 30, 2025, the Company’s Form 10-K for the year ended December 31, 2024 and in subsequently filed Forms 10-Q and 8-K, and in any other SEC filings made by the Company. Management cautions against putting undue reliance on forward-looking statements or projecting any future results based on such statements or present or prior earnings levels. Forward-looking statements speak only as of the date hereof, and the Company does not undertake any obligation to update or supplement any forward-looking statements to reflect actual results, new information, future events, changes in its expectations or other circumstances that exist after the date as of which the forward-looking statements were made.

2

ALLETE Form 8-K dated October 3, 2025

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

ALLETE, Inc.
October 3, 2025						/s/ Colin B. Anderson
						Colin B. Anderson
						Vice President, Chief Accounting Officer, and Controller

3

ALLETE Form 8-K dated October 3, 2025

FAQ

What did ALLETE (ALE) announce regarding the Merger on October 3, 2025?

ALLETE announced that the MPUC held a public hearing and voted in favor of approval of the Merger on October 3, 2025.

Which companies are parties to the Merger Agreement?

The Merger Agreement, dated May 5, 2024, is among ALLETE, Alloy Parent LLC, and Alloy Merger Sub LLC.

Is the Merger complete following the MPUC vote?

No. The filing states the Merger remains subject to certain closing conditions, including receipt of the MPUC's written order approving the Merger.

Where can I find the company’s press release about the MPUC vote?

The press release dated October 3, 2025 is furnished as Exhibit 99.1 to the Form 8-K.

Did ALLETE state the MPUC’s written order has been issued?

No. The filing explicitly says a written order is expected to follow, but does not state that it has been issued.