8-K filed December 15, 2025, 6:59 PM ET CIK 0000066756

M&A confidence high sentiment neutral materiality 1.00

ALLETE completes acquisition by CPP Investments and GIP for $67.00 per share in cash

ALLETE INC

Shareholders to receive $67.00 per share in cash shortly after closing; delisted from NYSE.
CPP Investments and GIP commit ~$200M in benefits including one-year rate freeze, $50M rate credits.
ALLETE remains locally managed in Duluth, MN with current leadership; board to be majority independent with regional members.
Stub period dividend of $0.008 per share declared for holders who receive merger consideration, payable 5 business days after closing.
All directors except Goldfarb, Nestegard, Nick, Owen resigned at closing; new board includes 14 members.

item 2.01 item 3.01 item 3.03 item 5.01 item 5.02 item 5.03 item 7.01 item 8.01 item 9.01

Machine-readable event card

schema_version: secwatch.filing_event.v1
accession: 0001140361-25-045482
form_type: 8-K
ticker: null
cik: 0000066756
company_name: ALLETE INC
filed_at: 2025-12-15T23:59:59+00:00
discovered_at: 2026-05-14T18:02:41.915756+00:00
generated_at: 2026-05-16T13:17:10.354088+00:00
sec_items: ["2.01", "3.01", "3.03", "5.01", "5.02", "5.03", "7.01", "8.01", "9.01"]
event_type: m_and_a
sentiment: neutral
materiality_score: 1.0
calibrated_materiality_score: 1.0
confidence: high
secwatch_canonical_url: https://secwatch.observer/filing/0001140361-25-045482
json_url: https://secwatch.observer/filing/0001140361-25-045482.json
markdown_url: https://secwatch.observer/filing/0001140361-25-045482.md
text_url: https://secwatch.observer/filing/0001140361-25-045482.txt
edgar_index_url: https://www.sec.gov/Archives/edgar/data/66756/000114036125045482/0001140361-25-045482-index.htm
edgar_primary_document_url: https://www.sec.gov/Archives/edgar/data/66756/000114036125045482/ef20060780_8k.htm
generated_by_model: deepseek-v4-flash:cloud@v2
review_status: machine_generated
human_reviewed: false
corrected: false
correction_note: null
correction_timestamp: null
superseded_by: null

JSON Markdown Plain text

Source-grounded claims

024e58c64e2eede3d8341359bf5fd4961058d6a6

ALLETE INC received a nyse delisting notice notice regarding other.

December 15, 2025 SECTION 3 – SECURITIES AND TRADING MARKETS 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

SEC 8-K Item 3.01 confidence 0.6 SEC evidence

d04d088f9da969ce634da6f84c02befb9cb9f80a

ALLETE INC: Amended and restated bylaws in their entirety in connection with merger.

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

SEC 8-K Item 5.03/5.05/5.06 confidence 0.9 SEC evidence

db023471f033756e77a82f98320bb89c386267d1

ALLETE INC: Amended and restated articles of incorporation in their entirety in connection with merger.

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

SEC 8-K Item 5.03/5.05/5.06 confidence 0.9 SEC evidence

f4ec16dfe495f4588f2b028046e8f7a1aece0eba

ALLETE INC underwent a change of control involving Canada Pension Plan Investment Board (CPP Investments) and Global Infrastructure Partners (GIP) for $67.00 per share in cash (closed 2025-12-15).

rights under Minnesota law in respect of such shares and any shares of Common Stock held by an affiliate of Parent) was cancelled and converted into the right to receive $67.00 in cash, without interest (the “Merger Consideration”). In addition, at the Effective Time, each restricted stock unit with respect to Common Stock subject to time-based vesting

SEC 8-K Item 2.01/5.01 confidence 0.9 SEC evidence

Comparable filings

Enviri II Corp

New Enviri completes spin-off; starts trading June 2 under NVRI; ~$1.2B revenue, ~$140M EBITDA

Enviri II Corp June 1, 2026, 5:18 PM ET m_and_a Items 1.01, 2.03, 3.03, 5.03, 5.01, 5.02, 5.05, 7.01, 9.01

same fact type: governance_change, ma_transaction same SEC item: 3.03, 5.01, 5.02, 5.03, 7.01, 9.01 same event type: m_and_a similar materiality

This filing

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

Comparable filing

In connection with the Spin-Off, the Board adopted the Code of Conduct, a copy of which is available on New Enviri’s website at www.enviri.com.

Filing page SEC filing

OCFC

OceanFirst closes acquisition of Flushing Financial; issues shares to Warburg Pincus

OCEANFIRST FINANCIAL CORP June 1, 2026, 5:19 PM ET m_and_a Items 1.01, 3.02, 2.01, 2.03, 3.03, 5.02, 5.03, 7.01, 9.01

same fact type: ma_transaction same SEC item: 2.01, 3.03, 5.02, 5.03, 7.01, 9.01 same event type: m_and_a similar materiality

This filing

rights under Minnesota law in respect of such shares and any shares of Common Stock held by an affiliate of Parent) was cancelled and converted into the right to receive $67.00 in cash, without interest (the “Merger Consideration”). In addition, at the Effective Time, each restricted stock unit with respect to Common Stock subject to time-based vesting

Comparable filing

of Flushing (“ Flushing Common Stock ”) issued and outstanding immediately prior to the Effective Time, subject to certain exceptions, was converted into the right to receive 0.85 of a share (the “ Exchange Ratio ”) of common stock, par value $0.01 per share, of OceanFirst (“ OceanFirst Common Stock ” and such consideration, the “ Merger Consideration ”).

Filing page SEC filing

CTLP

Cantaloupe completes merger with 365 Retail Markets; shareholders receive $11.20/share

CANTALOUPE, INC. May 8, 2026, 7:59 PM ET m_and_a Items 1.02, 2.01, 3.01, 3.03, 5.01, 5.02, 9.01

same fact type: ma_transaction same SEC item: 2.01, 3.01, 3.03, 5.01, 5.02, 9.01 same event type: m_and_a similar materiality

This filing

rights under Minnesota law in respect of such shares and any shares of Common Stock held by an affiliate of Parent) was cancelled and converted into the right to receive $67.00 in cash, without interest (the “Merger Consideration”). In addition, at the Effective Time, each restricted stock unit with respect to Common Stock subject to time-based vesting

Comparable filing

Rollover Shares immediately prior to the Effective Time, and were canceled at the Effective Time for no consideration) were canceled and converted into the right to receive $11.20 in cash, without interest (such amount per share, the “ Merger Consideration ”). At the Effective Time, (i) each Company RSU (as defined in the Merger Agreement) that was

Filing page SEC filing

CTRA

Coterra Energy completes merger with Devon; shares converted at 0.70x ratio

Coterra Energy Inc. May 7, 2026, 7:59 PM ET m_and_a Items 1.02, 2.01, 3.01, 3.03, 5.01, 5.02, 9.01

same fact type: ma_transaction same SEC item: 2.01, 3.01, 3.03, 5.01, 5.02, 9.01 same event type: m_and_a similar materiality

This filing

rights under Minnesota law in respect of such shares and any shares of Common Stock held by an affiliate of Parent) was cancelled and converted into the right to receive $67.00 in cash, without interest (the “Merger Consideration”). In addition, at the Effective Time, each restricted stock unit with respect to Common Stock subject to time-based vesting

Comparable filing

ith Devon Energy Corporation, a Delaware corporation (“Devon”), and Cubs Merger Sub, Inc., a Delaware corporation and

Filing page SEC filing

NVRI

Enviri completes sale of Clean Earth to Veolia for $3.04B; spins off remaining businesses as New Enviri

ENVIRI Corp June 1, 2026, 5:15 PM ET m_and_a Items 1.02, 2.01, 3.01, 3.03, 5.01, 9.01

same fact type: ma_transaction same SEC item: 2.01, 3.01, 3.03, 5.01, 9.01 same event type: m_and_a similar materiality

This filing

rights under Minnesota law in respect of such shares and any shares of Common Stock held by an affiliate of Parent) was cancelled and converted into the right to receive $67.00 in cash, without interest (the “Merger Consideration”). In addition, at the Effective Time, each restricted stock unit with respect to Common Stock subject to time-based vesting

Comparable filing

On June 1, 2026, pursuant to the terms of the Separation Agreement and the Merger Agreement, the following series of transactions occurred

Filing page SEC filing

APAD

Enhanced Group completes de-SPAC merger with Enhanced Ltd; redemptions of $201.7M

Enhanced Group Inc. May 8, 2026, 7:59 PM ET m_and_a Items 1.01, 2.01, 5.06, 3.02, 9.01, 4.01, 3.01, 3.03, 5.01, 5.02, 5.03, 5.05, 7.01

same fact type: governance_change, ma_transaction same SEC item: 2.01, 3.01, 3.03, 5.01, 5.02, 5.03, 7.01, 9.01 same event type: m_and_a

This filing

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

Comparable filing

As a result of the Business Combination, the Company ceased being a shell company

Filing page SEC filing

FFIC

OceanFirst completes acquisition of Flushing Financial; FFIC holders receive 0.85 OCFC shares

FLUSHING FINANCIAL CORP June 1, 2026, 5:21 PM ET m_and_a Items 2.01, 3.01, 3.03, 5.01, 5.02, 9.01

same fact type: ma_transaction same SEC item: 2.01, 3.01, 3.03, 5.01, 5.02, 9.01 same event type: m_and_a

This filing

rights under Minnesota law in respect of such shares and any shares of Common Stock held by an affiliate of Parent) was cancelled and converted into the right to receive $67.00 in cash, without interest (the “Merger Consideration”). In addition, at the Effective Time, each restricted stock unit with respect to Common Stock subject to time-based vesting

Comparable filing

of Flushing (“ Flushing Common Stock ”) issued and outstanding immediately prior to the Effective Time, subject to certain exceptions, was converted into the right to receive 0.85 of a share (the “ Exchange Ratio ”) of common stock, par value $0.01 per share, of OceanFirst (“ OceanFirst Common Stock ” and such consideration, the “ Merger Consideration ”).

Filing page SEC filing

EWCZ

European Wax Center completes take-private by General Atlantic at $5.80/share; stock delisted

European Wax Center, Inc. May 8, 2026, 7:59 PM ET m_and_a Items 1.01, 1.02, 2.01, 2.03, 3.01, 3.03, 5.02, 5.03, 5.01, 8.01, 9.01

same fact type: ma_transaction same SEC item: 2.01, 3.01, 3.03, 5.01, 5.02, 5.03, 8.01, 9.01 same event type: m_and_a

This filing

rights under Minnesota law in respect of such shares and any shares of Common Stock held by an affiliate of Parent) was cancelled and converted into the right to receive $67.00 in cash, without interest (the “Merger Consideration”). In addition, at the Effective Time, each restricted stock unit with respect to Common Stock subject to time-based vesting

Comparable filing

excluded shares pursuant to the terms of the Merger Agreement, was cancelled and extinguished and automatically converted into the right to receive an amount in cash equal to $5.80 per share of Class A Common Stock, without interest thereon (the “ Class A Per Share Price ”), (ii) each share of the Company’s Class B common stock, par value $0.00001 per share

Filing page SEC filing

Source: SEC EDGAR

accession 0001140361-25-045482

view filing index on sec.gov

view primary document

This headline and bullets were generated automatically by deepseek-v4-flash:cloud@v2 from the public filing. Read the source on SEC.gov before relying on any specific claim. Not investment advice. See methodology for how this pipeline works.