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) - ~~May~~July 139, 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 52 - ~~CORPORATE~~FINANCIAL ~~GOVERNANCE AND MANAGEMENT~~INFORMATION

Item 52.~~07 Submission~~03 Creation of ~~Matters~~a toDirect aFinancial ~~Vote~~Obligation or an Obligation under an Off-Balance Sheet Arrangement of ~~Security~~a ~~Holders~~Registrant.

On July 9, 2025, ALLETE, Inc. (~~the~~ALLETE “or Company”) ~~held~~issued ~~its~~$250 ~~2025~~million ~~annual~~of ~~meeting~~the ofCompany's ~~shareholders~~first onmortgage ~~May~~bonds ~~13,~~(the ~~2025.~~"Bonds") ~~Each~~to ~~matter~~certain ~~voted~~institutional ~~upon~~buyers atin the ~~meeting~~private ~~and~~placement ~~the~~market. ~~final~~The ~~results~~Bonds ofwere ~~the~~sold ~~voting~~in reliance on ~~each~~an ~~such~~exemption ~~matter~~from ~~are~~registration ~~presented~~under ~~below.~~Section ~~For~~ 4(a)(2) ~~complete description~~ of the ~~matters~~Securities ~~voted~~Act ~~upon~~of ~~at the annual meeting~~1933, ~~see~~as ~~the Company’s definitive proxy statement~~amended, ~~dated~~to ~~March~~institutional ~~31,~~accredited ~~2025~~investors.

~~Item~~The 1Bonds -were ~~Election~~issued ofin ~~Directors.~~four series as follows:

Director		Votes For	Votes Against	Abstentions	Broker Non-Votes
Maturity Date	Principal Amount	Interest Rate
Bethany M. Owen		36,398,850	1,241,310	99,966	7,262,498
July 9, 2032	$50 million	5.37%
Susan K. Nestegard		36,630,748	978,792	130,586	7,262,498
July 9, 2035	$75 million	5.69%
George G. Goldfarb		36,675,972	948,407	115,747	7,262,498
July 9, 2037	$50 million	5.79%
James J. Hoolihan		36,561,998	1,051,589	126,539	7,262,498
July 9, 2055	$75 million	6.34%
Madeleine W. Ludlow		36,031,275	1,581,716	127,135	7,262,498
Charles R. Matthews		36,875,190	730,906	134,030	7,262,498
Douglas C. Neve		36,313,154	1,308,168	118,804	7,262,498
Barbara A. Nick		37,078,282	546,299	115,545	7,262,498
Robert P. Powers		36,971,931	650,248	117,947	7,262,498
Charlene A. Thomas		37,054,522	571,206	114,398	7,262,498

~~Item~~Interest 2on the Bonds is payable semi-annually ~~Advisory~~on ~~vote~~January 15 and July 15 of each year, commencing on January 15, 2026. The Company has the option to ~~approve~~prepay ~~executive~~all ~~compensation~~or a portion of the Bonds at its discretion, subject to a make-whole provision; however, each series of bonds is redeemable at par, including, in each case, accrued and unpaid interest, three months prior to the maturity date of the series maturing in 2032, 2035 and 2037, and six months prior to the maturity date of the series maturing in 2055. The Bonds will be subject to additional terms and conditions which are customary for these types of transactions. ALLETE plans to use the proceeds from the sale of the Bonds to fund utility capital expenditures.

Votes For						Votes Against						Abstentions						Broker Non-Votes
35,919,484						1,455,491						365,151						7,262,498

_________________

~~Item~~SECTION 39 - ~~Approval~~FINANCIAL ofSTATEMENTS ~~the~~AND ~~ALLETE Executive Long-Term Incentive Compensation Plan.~~EXHIBITS

Votes For						Votes Against						Abstentions						Broker Non-Votes
35,924,163						1,497,081						318,882						7,262,498

Item 4 - Approval of an amendment to the Company’s Amended and Restated Articles of Incorporation to modify certain terms relating to the Serial Preferred Stock A as contemplated by the terms agreed upon in the Agreement and Plan of Merger, dated as of May 5, 2024, by and among the Company, Alloy Parent LLC, and Alloy Merger Sub LLC (the “Merger Agreement”).

Votes For						Votes Against						Abstentions						Broker Non-Votes
36,573,874						670,734						495,518						7,262,498

Item 5 - Ratification of the selection of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for 2025.

The selection of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for 2025 was ratified.

Votes For						Votes Against						Abstentions						Broker Non-Votes
43,938,439						888,110						176,075						—

ALLETE Form 8-K dated May 13, 2025

SECTION 9 – FINANCIAL STATEMENTS AND EXHIBITS

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit Description

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 32 of this Current Report on Form 8-K.

ALLETE Form 8-K dated ~~May~~July 1314, 2025

Forward-Looking Statements

Statements in this report that are not statements of historical facts are considered “forward-looking” and, accordingly, involve risks and uncertainties that could cause actual results to differ materially from those discussed. Although such forward-looking statements have been made in good faith and are based on reasonable assumptions, there can be no assurance that the expected results will be achieved. Any statements that express, or involve discussions as to, future expectations, risks, beliefs, plans, objectives, assumptions, events, uncertainties, financial performance, or growth strategies (often, but not always, through the use of words or phrases such as “anticipates,” “believes,” “estimates,” “expects,” “intends,” “plans,” “projects,” “likely,” “will continue,” “could,” “may,” “potential,” “target,” “outlook” or words of similar meaning) are not statements of historical facts and may be forward-looking.

In connection with the safe harbor provisions of the Private Securities Litigation Reform Act of 1995, we are providing this cautionary statement to identify important factors that could cause our actual results to differ materially from those indicated in forward-looking statements made by or on behalf of ~~the~~ALLETE ~~Company~~ in this Current Report on Form 8-K (Form 8-K), in presentations, on our website, in response to questions or otherwise. These statements are qualified in their entirety by reference to, and are accompanied by, the following important factors, in addition to any assumptions and other factors referred to specifically in connection with such forward-looking statements that could cause our actual results to differ materially from those indicated in the forward-looking statements:

•our ability to successfully implement our strategic objectives;

•global and domestic economic conditions affecting us or our customers;

•changes in and compliance with laws and regulations, the direct and indirect effects of new or changes in existing tariffs, or changes in tax rates or policies;

•changes in rates of inflation or availability of key materials and suppliers;

•the outcome of legal and administrative proceedings (whether civil or criminal) and settlements;

•weather conditions, natural disasters and pandemic diseases;

•our ability to access capital markets, bank financing and other financing sources;

•changes in interest rates and the performance of the financial markets;

•project delays or changes in project costs;

•changes in operating expenses and capital expenditures and our ability to raise revenues from our customers;

•the impacts of commodity prices on ~~the~~ALLETE ~~Company~~ and our customers;

•our ability to attract and retain qualified, skilled and experienced personnel;

•effects of emerging technology;

•war, acts of terrorism and cybersecurity attacks;

•our ability to manage expansion and integrate acquisitions;

•population growth rates and demographic patterns;

•wholesale power market conditions;

•federal and state regulatory and legislative actions that impact regulated utility economics, including our allowed rates of return, capital structure, ability to secure financing, industry and rate structure, acquisition and disposal of assets and facilities, operation and construction of plant facilities and utility infrastructure, recovery of purchased power, capital investments and other expenses, including present or prospective environmental matters;

•effects of competition, including competition for retail and wholesale customers;

•effects of restructuring initiatives in the electric industry;

•the impacts on our businesses of climate change and future regulation to restrict the emissions of greenhouse gases;

•effects of increased deployment of distributed low-carbon electricity generation resources;

•the impacts of laws and regulations related to renewable and distributed generation;

•pricing, availability and transportation of fuel and other commodities and the ability to recover the costs of such commodities;

•our current and potential industrial and municipal customers’ ability to execute announced expansion plans;

•real estate market conditions where our legacy Florida real estate investment is located may deteriorate;

•the success of efforts to realize value from, invest in, and develop new opportunities;

•the risk that Alloy Parent LLC, a Delaware limited liability company which, upon closing, will be jointly owned by a wholly owned subsidiary of Canada Pension Plan Investment Board and affiliates of investment vehicles affiliated with one or more funds, accounts, or other entities managed or advised by Global Infrastructure Management, LLC (“Alloy Parent”) or ALLETE may be unable to obtain governmental and regulatory approvals required for the Merger pursuant to the Agreement and Plan of Merger, dated as of May 5, 2024, by and among ALLETE, Alloy Parent, and Alloy Merger Sub (the “Merger Agreement”), on the terms and subject to the conditions set forth therein, Alloy Merger Sub LLC, a Delaware limited liability company and wholly owned subsidiary of Alloy Parent will merge with and into ALLETE (the “Merger”), with ALLETE continuing as the surviving corporation in the Merger and becoming a subsidiary of Alloy Parent, or that required governmental and regulatory approvals or agreements with other parties interested therein may delay the Merger, may subject the Merger to or impose adverse conditions or costs, or may cause the parties to abandon the Merger;

ALLETE Form 8-K dated July 14, 2025

required governmental and regulatory approvals or agreements with other parties interested therein may delay the Merger, may subject the Merger to or impose adverse conditions or costs, or may cause the parties to abandon the Merger;

•the timing and costs incurred to consummate the Merger;

•the occurrence of any event, change or other circumstances that could give rise to the termination of the Merger Agreement or could otherwise cause the failure of the Merger to be consummated on the timeline anticipated; and

•~~that~~ the announcement and pendency of the Merger, during which ~~the~~ALLETE ~~Company~~ is subject to certain operating restrictions, could have an adverse effect on ~~the Company~~ALLETE’s businesses, results of operations, financial condition or cash flows.

Additional disclosures regarding factors that could cause our results or performance to differ from those anticipated by this report are discussed in Part I, Item 1A. Risk Factors of ALLETE’s Annual Report on Form 10-K for the year ended December 31, 2024. Any forward-looking statement speaks only as of the date on which such statement is made, and we undertake no obligation to update any forward-looking statement to reflect events or circumstances after the date on which that statement is made or to reflect the occurrence of unanticipated events. New factors emerge from time to time, and it is not possible for management to predict all of these factors, nor can it assess the impact of each of these factors on the businesses of ALLETE or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statement. Readers are urged to carefully review and consider the various disclosures made by ALLETE in this Form 8-K and in other reports filed with the SEC that attempt to identify the risks and uncertainties that may affect ALLETE’s business.

ALLETE Form 8-K dated ~~May~~July 1314, 2025

Forward-Looking Statements (Continued)

Additional disclosures regarding factors that could cause our results or performance to differ from those anticipated by this report are discussed in Part I, Item 1A. Risk Factors of the Company’s Annual Report on Form 10-K for the year ended December 31, 2024, and Part II, Item 1A. Risk Factors of the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2025. Any forward-looking statement speaks only as of the date on which such statement is made, and we undertake no obligation to update any forward-looking statement to reflect events or circumstances after the date on which that statement is made or to reflect the occurrence of unanticipated events. New factors emerge from time to time, and it is not possible for management to predict all of these factors, nor can it assess the impact of each of these factors on the businesses of the Company or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statement. Readers are urged to carefully review and consider the various disclosures made by the Company in this Form 8-K and in other reports filed with the SEC that attempt to identify the risks and uncertainties that may affect the Company’s business.

ALLETE Form 8-K dated May 13, 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.
May 15, 2025						/s/ Julie L. Padilla
July 14, 2025						/s/ Colin B. Anderson
						Julie L. Padilla
						Colin B. Anderson
						Vice President, Chief Legal Officer and Corporate Secretary
						Vice President, Chief Accounting Officer, and Controller

ALLETE Form 8-K dated ~~May~~July 1314, 2025

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