CLF files S-3 exhibits: UBS agreement and Jones Day opinion

Rhea-AI Filing Summary

Cleveland-Cliffs Inc. (CLF) filed an 8-K noting it has furnished key exhibits to its effective shelf registration on Form S-3 (Registration No. 333-291146). The filing includes an Underwriting Agreement dated October 29, 2025 with UBS Securities LLC as sole underwriter, plus an opinion and consent from Jones Day.

These exhibits formalize the legal and underwriting framework tied to the company’s S-3 program. CLF’s common shares trade on the NYSE under the symbol CLF.

Insights

Capital Markets Analyst

Cleveland-Cliffs filed an underwriting agreement exhibit tied to an S-3 takedown, signaling a registered securities offering but without disclosed size or terms.

The company filed exhibits to its shelf registration, including an Underwriting Agreement dated October 29, 2025 with UBS Securities LLC as sole underwriter, plus a legal opinion and consent from Jones Day. This combination typically accompanies a shelf takedown, meaning the company is issuing registered securities under its Form S-3 program.

Without the prospectus supplement, the filing does not specify security type, size, pricing, or use of proceeds. Those details determine effects such as dilution (for equity/convertible) or leverage and covenants (for debt). The legal opinion (Ex. 5.1) supports validity of the issued securities, a standard closing requirement.

Key items to watch are the prospectus supplement for final terms, underwriting discount, closing conditions, and any covenants. The agreement date October 29, 2025 and report date October 31, 2025 suggest near-term settlement; monitoring the final terms will clarify cash inflow, cost of capital, and any ownership or balance sheet impacts.

8-K Event Classification

2 items: 8.01, 9.01

2 items

Item 8.01 Other Events Other

Voluntary disclosure of events the company deems important to shareholders but not covered by other items.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Understanding 8-K Material Events →

0000764065false00007640652025-10-312025-10-31

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 31, 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.

Cleveland-Cliffs Inc. (the “Company”) is filing herewith the following exhibits to its Registration Statement on Form S-3 (Registration No. 333-291146):

1.Underwriting Agreement, dated October 29, 2025, by and between the Company and UBS Securities LLC, as the sole underwriter; and

2.Opinion and Consent of Jones Day.

Item 9.01 Financial Statements and Exhibits.

(d)Exhibits.
Exhibit Number						Description
1.1						Underwriting Agreement, dated October 29, 2025, by and between the Company and UBS Securities LLC, as the sole underwriter.
5.1						Opinion of Jones Day.
23.1						Consent of Jones Day (included in Exhibit 5.1).
104						The cover page from this Current Report on Form 8-K, formatted as Inline XBRL.

2

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 31, 2025			By:			/s/ James D. Graham
						Name:			James D. Graham
						Title:			Executive Vice President, Chief Legal and Administrative Officer & Secretary

FAQ

What did Cleveland-Cliffs (CLF) disclose in this 8-K?

It filed exhibits to its Form S-3 (No. 333-291146), including an underwriting agreement with UBS Securities LLC and an opinion/consent from Jones Day.

Who is the underwriter named by Cleveland-Cliffs (CLF)?

UBS Securities LLC is listed as the sole underwriter in the underwriting agreement dated October 29, 2025.

What legal documents are included from Jones Day for CLF?

An opinion of Jones Day and a related consent (the consent is included within the opinion exhibit).

Which registration statement does this relate to for CLF?

Form S-3, Registration No. 333-291146.

What is CLF’s trading symbol and exchange?

Common shares trade under the symbol CLF on the New York Stock Exchange.

What is the date of the underwriting agreement for CLF?

October 29, 2025.