ALLETE INC: Nasdaq/NYSE listing notice — 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

Key facts

Extracted from this filing and checked against the source text.

Listing & Compliance Notices SEC 8-K Item 3.01 confidence 0.6

ALLETE INC received a nyse delisting notice notice regarding other.

Exchange: nyse
Notice: delisting notice

Exact text from the filing

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

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Governance Changes SEC 8-K Item 5.03/5.05/5.06 confidence 0.9

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

Change: bylaw amendment

Exact text from the 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

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Governance Changes SEC 8-K Item 5.03/5.05/5.06 confidence 0.9

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

Change: charter amendment

Exact text from the filing

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

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M&A Transactions SEC 8-K Item 2.01/5.01 confidence 0.9

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).

Action: change of control
Counterparty: Canada Pension Plan Investment Board (CPP Investments) and Global Infrastructure Partners (GIP)
Consideration: $67.00 per share in cash
Closing: 2025-12-15

Exact text from the 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

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Source: SEC EDGAR

accession 0001140361-25-045482

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