Cleveland-Cliffs (NYSE: CLF) adds $275M 7.625% senior notes due 2034

Rhea-AI Filing Summary

Cleveland-Cliffs Inc. has launched and priced a private offering of an additional $275 million aggregate principal amount of 7.625% Senior Guaranteed Notes due 2034. These Additional Notes will form part of the company’s existing 7.625% Senior Guaranteed Notes due 2034, originally issued in a $850 million tranche under an indenture dated September 8, 2025. The new notes will be issued at 102.75% of their principal amount and will be identical to the existing notes apart from their issue date and price.

The transaction is expected to close on October 10, 2025, subject to customary closing conditions. The offering is a private placement exempt from registration under the Securities Act, and the notes will not be registered and may only be offered or sold in the United States under an applicable exemption.

Insights

Corporate finance analyst

Cleveland-Cliffs adds $275M of 7.625% notes in private deal.

Cleveland-Cliffs Inc. is expanding its existing debt structure by issuing an additional $275 million of 7.625% Senior Guaranteed Notes due 2034. These Additional Notes are fungible with the previously issued $850 million of notes under the same indenture, meaning investors will hold a single series with identical terms aside from issue date and price.

The new notes are being sold at 102.75% of principal, a small premium that reflects market demand at that coupon and maturity. Because this is a private offering exempt from registration under the Securities Act, the securities will be resold only under applicable exemptions, which typically concentrates the investor base in qualified institutional buyers.

The offering is expected to close on October 10, 2025, subject to customary closing conditions. Actual balance sheet effects will depend on how the company applies the proceeds, which is not detailed here, and on its broader capital allocation and refinancing plans as disclosed in future company communications.

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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 7, 2025

CLEVELAND-CLIFFS INC.

(Exact name of registrant as specified in its charter)

Ohio

1-8944

34-1464672

(State or Other Jurisdiction of Incorporation or Organization)

(Commission File Number)

(IRS Employer Identification No.)

200 Public Square,

Suite 3300,

Cleveland,

Ohio

44114-2315

(Address of Principal Executive Offices)

(Zip Code)

Registrant's telephone number, including area code: (216) 694-5700

Not Applicable

(Former name or former address, if changed since last report)

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))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered:

Common Shares, par value $0.125 per share

CLF

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 (Section 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (Section 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. ☐

Item 8.01 Other Events.

On October 7, 2025, Cleveland-Cliffs Inc. (the “Company”) announced that it launched and priced a private offering of an additional $275 million aggregate principal amount of 7.625% Senior Guaranteed Notes due 2034 (the “Additional Notes”) in an offering exempt from the registration requirements of the Securities Act of 1933 (the “Securities Act”). The Additional Notes will be an issuance of the Company’s existing 7.625% Senior Guaranteed Notes due 2034 and will be issued as additional notes under the indenture dated as of September 8, 2025, pursuant to which the Company previously issued $850 million aggregate principal amount of 7.625% Senior Guaranteed Notes due 2034 (the “Initial Notes”). The Additional Notes will be issued at a price of 102.75% of their principal amount. The Additional Notes will be treated as the same class and series as, and otherwise identical to, the Initial Notes other than with respect to the date of issuance and issue price.

The Additional Notes offering is expected to close on October 10, 2025, subject to the satisfaction of customary closing conditions.

A copy of the launch and pricing press releases are attached as Exhibit 99.1 and Exhibit 99.2, respectively, to this Current Report on Form 8-K and are incorporated herein by reference.

This Current Report on Form 8-K does not constitute an offer to sell, nor a solicitation of an offer to buy, the Additional Notes or any other securities. The Additional Notes will not be, and have not been, registered under the Securities Act and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements.

Item 9.01 Financial Statements and Exhibits.

(d)Exhibits.
Exhibit Number						Description
99.1						Cleveland-Cliffs Inc. published a news release on October 7, 2025, captioned “Cleveland-Cliffs Inc. Announces Proposed Offering of an Additional $200 Million of Senior Unsecured Guaranteed Notes due 2034.”
99.2						Cleveland-Cliffs Inc. published a news release on October 7, 2025, captioned “Cleveland-Cliffs Inc. Announces Upsizing and Pricing of an Additional $275 Million of Senior Unsecured Guaranteed Notes due 2034.”
104						The cover page from this Current Report on Form 8-K, formatted as Inline XBRL.

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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 hereunto duly authorized.

						CLEVELAND-CLIFFS INC.
Date:			October 7, 2025			By:			/s/ James D. Graham
						Name:			James D. Graham
						Title:			Executive Vice President, Chief Legal and Administrative Officer & Secretary

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FAQ

What debt offering did Cleveland-Cliffs (CLF) announce in this 8-K?

Cleveland-Cliffs Inc. announced it launched and priced a private offering of an additional $275 million aggregate principal amount of 7.625% Senior Guaranteed Notes due 2034.

How do the new Cleveland-Cliffs (CLF) notes relate to its existing 2034 notes?

The Additional Notes will be an issuance of the existing 7.625% Senior Guaranteed Notes due 2034 and will be treated as the same class and series as the earlier $850 million of notes, differing only in issue date and price.

At what price are Cleveland-Cliffs (CLF) Additional Notes being issued?

The Additional Notes are being issued at 102.75% of their principal amount, meaning investors pay a premium over face value for the 7.625% coupon.

When is the Cleveland-Cliffs (CLF) additional notes offering expected to close?

The Additional Notes offering is expected to close on October 10, 2025, subject to the satisfaction of customary closing conditions.

Are Cleveland-Cliffs (CLF) new 7.625% notes registered with the SEC?

No. The Additional Notes are being sold in a private offering exempt from the registration requirements of the Securities Act and will not be registered under the Securities Act.

What exhibits did Cleveland-Cliffs (CLF) include with this 8-K about the notes?

The company attached press releases as Exhibit 99.1 and Exhibit 99.2 describing the proposed offering and the upsizing and pricing of the Additional Notes, along with an Inline XBRL cover page as Exhibit 104.