Every 8-K that Cleveland-Cliffs Inc. (CLF) has filed with the SEC in the last 24 months is listed below, newest first, and each one links through to the document itself with the summary and the scores our analysis gives it.
A 8-K covers material events a company has to report between its quarterly reports, so if you follow CLF and want that one kind of document rather than the whole filing history, this is the page to keep. The company's other filings, of every form, are on the full CLF filings page.
Cleveland-Cliffs Inc. appointed Celso L. Goncalves Jr., previously Executive Vice President and Chief Financial Officer, as President and Chief Financial Officer, effective July 21, 2026. Lourenco Goncalves will continue as Chairman and Chief Executive Officer but will no longer hold the President title. Celso Goncalves was also appointed to the Board of Directors as an employee director.
In connection with this appointment, his annual base salary rate increased from $884,000 to $1,000,000, including for his 2026 annual cash incentive. The effective “Continuation Period” severance multiple under his Change in Control Severance Agreement was raised from two years to three years, primarily for calculating potential benefits. He is 38, has been with the company since 2016, served as CFO since 2021, and previously held investment banking roles at Deutsche Bank and Jefferies. He is the son of Lourenco Goncalves. The company states there are no other material compensatory arrangements or related-party transactions above $120,000 involving him beyond those described, and he will receive no additional compensation for his Board service.
Cleveland-Cliffs Inc. reported second-quarter 2026 revenue of $5.2 billion, up from $4.9 billion in the first quarter of 2026. The company recorded a GAAP net loss of $134 million, or $0.25 per diluted share, and an adjusted net loss of $115 million, or $0.20 per diluted share. Adjusted EBITDA was $286 million compared with $95 million in the prior quarter, operating cash flow was $230 million, and total liquidity was $3.1 billion as of June 30, 2026.
Steelmaking revenues of $5.1 billion were diversified across distributors and converters, automotive, infrastructure and manufacturing, and steel producers, with second-quarter steel product shipments of 4.0 million net tons. For the third quarter of 2026, Cleveland-Cliffs expects adjusted EBITDA of approximately $575 million and is maintaining full-year 2026 guidance, including steel shipment volumes of about 16.5–17.0 million net tons, capital expenditures of about $700 million, SG&A of about $575 million, depreciation, depletion and amortization of about $1.1 billion, and cash pension and OPEB payments and contributions of about $125 million.
Cleveland-Cliffs Inc. reported the results of its Annual Meeting of Shareholders. As of the March 16, 2026 record date, 570,396,523 common shares were entitled to vote, and 438,875,947 shares were present in person or by proxy, establishing a quorum.
Shareholders elected all eight board nominees to serve until the 2027 annual meeting, with each receiving over 325 million votes for and substantial broker non-votes. On an advisory basis, shareholders approved named executive officer compensation with 283,241,027 votes for versus 52,583,706 against.
Shareholders also ratified Deloitte & Touche LLP as the independent registered public accounting firm for 2026, with 427,885,151 votes for, 9,601,163 against and 1,389,633 abstentions, confirming continued auditor engagement.
Cleveland-Cliffs Inc. reported first-quarter 2026 results showing higher sales but a continued loss. Revenue rose to $4.9 billion, up from $4.6 billion a year earlier and $4.3 billion in the fourth quarter of 2025, on steel shipments of 4.1 million net tons.
The company posted a GAAP net loss of $229 million, or $0.42 per diluted share, a substantial improvement from a $486 million loss a year ago. Adjusted EBITDA was $95 million, including an $80 million one-time energy cost impact, and liquidity stood at $3.1 billion as of March 31, 2026. Full-year 2026 guidance was maintained, including steel shipments of about 16.5–17.0 million net tons and capital expenditures of about $700 million.
Cleveland-Cliffs Inc. reported that Douglas C. Taylor, the Lead Director of its Board, submitted his resignation as a director on February 19, 2026, conditional on Board acceptance. His decision was stated not to involve any disagreement with the company’s operations, policies or practices and followed corporate governance guidelines requiring directors to resign after certain changes in primary occupation or business affiliation.
On February 22, 2026, the Board, following a recommendation from its Governance and Nominating Committee, accepted Mr. Taylor’s resignation effective immediately. To replace his leadership roles, the Board appointed Ralph S. Michael, III as Lead Director and Edilson T. Camara as Chairman of the Compensation and Organization Committee.
Cleveland-Cliffs Inc. reported fourth-quarter and full-year 2025 results, with quarterly revenue holding at $4.3 billion but losses persisting.
Fourth-quarter 2025 GAAP net loss was $235 million, or $0.44 per diluted share, improving from a $434 million loss a year earlier. Full-year 2025 revenue was $18.6 billion versus $19.2 billion in 2024, while the GAAP net loss widened to $1.4 billion, or $2.91 per share, from a $714 million loss.
Full-year Adjusted EBITDA fell sharply to $37 million from $773 million, though liquidity totaled $3.3 billion. Management cited auto-sector weakness and contract headwinds in 2025, but pointed to signed multi-year auto contracts, cost reductions, and an ongoing strategic partnership process with POSCO, targeting a definitive agreement in the first half of 2026. The company guided 2026 steel shipments to about 16.5–17.0 million net tons, with capital expenditures around $700 million.
Cleveland-Cliffs Inc. appointed Edilson Camara to its Board of Directors, effective November 12, 2025. The Board determined he is independent under the company’s standards, which align with current NYSE director independence rules. He will serve on the Compensation and Organization Committee.
As a nonemployee director, Camara will receive compensation consistent with other nonemployee directors, participate in the 2021 Nonemployee Directors’ Compensation Plan, receive a prorated restricted share award based on grant date fair value, and quarterly retainer fees. The company also expects to enter into a standard Director and Officer Indemnification Agreement with him as previously filed.
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.
Cleveland-Cliffs Inc. furnished an 8-K announcing it issued a news release with third-quarter 2025 results for the quarter ended September 30, 2025. The news release is provided as Exhibit 99.1.
The information in this report, including Exhibit 99.1, is being furnished and is not deemed filed under the Exchange Act unless specifically incorporated by reference in a subsequent filing.
Cleveland-Cliffs Inc. disclosed that on October 10, 2025 it issued an additional $275,000,000 aggregate principal amount of 7.625% Senior Guaranteed Notes due 2034 in a private offering exempt from Securities Act registration. These new notes are part of the company’s existing 7.625% Senior Guaranteed Notes due 2034, were issued at 102.75% of principal, and are otherwise identical to the prior series aside from issue date and price.
The notes bear interest at an annual rate of 7.625%, payable semi-annually on January 15 and July 15, starting January 15, 2026, and mature on January 15, 2034. They are unsecured senior obligations, guaranteed on an unsecured senior basis by material wholly owned domestic subsidiaries, and are subject to customary covenants and events of default. The company may redeem the notes at specified premiums before and after January 15, 2029, including an equity-funded redemption feature of up to 35% of the original principal. Cleveland-Cliffs intends to use the net proceeds to repay borrowings under its asset-based credit facility.
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.
Cleveland-Cliffs Inc. reported that it issued $850 million aggregate principal amount of 7.625% Senior Guaranteed Notes due 2034 in a private offering exempt from Securities Act registration. The notes bear interest at 7.625% per year, payable on January 15 and July 15, and mature on January 15, 2034. They are unsecured senior obligations of the company and are guaranteed on an unsecured senior basis by its material wholly owned domestic subsidiaries.
The indenture includes covenants limiting certain liens, sale-leaseback deals, mergers and major asset sales, and requires a 101% offer to repurchase upon a defined change of control triggering event. Cleveland-Cliffs may redeem the notes at a make-whole price before January 15, 2029, at specified premiums that step down after that date. The company intends to use the net proceeds to redeem $685 million of various senior notes due 2027 and to repay borrowings under its asset-based credit facility.
Cleveland-Cliffs Inc. announced that it has launched and priced a private offering of $850 million aggregate principal amount of Senior Guaranteed Notes due 2034, bearing interest at an annual rate of 7.625% and issued at par, in a transaction exempt from Securities Act registration. The notes offering is expected to close on September 8, 2025, subject to customary closing conditions.
The company also issued notices to redeem in full three existing 2027 note issues: $556 million of 5.875% Senior Guaranteed Notes due 2027, $73 million of 7.000% Senior Guaranteed Notes due 2027, and $56 million of Cleveland-Cliffs Steel Corporation 7.000% Senior Notes due 2027, with redemption intended on October 3, 2025. The two Cliffs 2027 note redemptions are conditioned on consummation of the new notes offering, while the AK Steel 2027 note redemption is not.