Welcome to our dedicated page for Cleveland-Cliffs SEC filings (Ticker: CLF), a comprehensive resource for investors and traders seeking official regulatory documents including 10-K annual reports, 10-Q quarterly earnings, 8-K material events, and insider trading forms.
The Cleveland-Cliffs Inc. (NYSE: CLF) SEC filings page on Stock Titan provides access to the company’s regulatory disclosures as filed with the U.S. Securities and Exchange Commission. Cleveland-Cliffs is an Ohio-incorporated, North America-based steel producer focused on value-added sheet products for the automotive industry, and its filings offer detailed insight into its capital structure, operations, governance, and risk profile.
Users can review Current Reports on Form 8-K in which Cleveland-Cliffs reports material events such as quarterly and year-to-date financial results, capital markets transactions, and governance changes. For example, the company files 8-Ks under Item 2.02 to furnish earnings releases, and under Items 1.01 and 2.03 to describe the issuance of senior guaranteed notes due 2034, including interest rates, maturity, redemption provisions, guarantees by material domestic subsidiaries, and use of proceeds for redeeming existing notes or repaying borrowings under its asset-based credit facility.
Other 8-K filings document board appointments and director independence determinations, participation in the Nonemployee Directors’ Compensation Plan, and standard director and officer indemnification agreements. Filings related to underwritten public offerings of common shares and associated underwriting agreements, opinions, and consents are also included as exhibits to 8-Ks.
Through this page, investors can also connect to Cleveland-Cliffs’ annual and quarterly reports (such as Form 10-K and Form 10-Q) referenced in its 8-K risk discussions, which elaborate on risk factors including commodity price volatility, industry cyclicality, environmental regulation, and financing risks. Stock Titan’s platform pairs these filings with AI-powered summaries that highlight key terms, covenants, and risk disclosures, helping readers interpret complex indenture language, capital structure changes, and the implications of material events without reading every page of the original documents.
Cleveland-Cliffs Inc. filed a shelf registration statement on Form S-3, allowing it to offer and sell, from time to time, common shares, preferred stock, depositary shares, warrants, subscription rights, debt securities, and units. Specific terms and amounts will be set in future prospectus supplements.
The company states potential uses of proceeds include general corporate purposes such as reducing or refinancing debt, adding working capital, funding capital expenditures, making strategic investments, and repurchasing common shares. Sales may occur through underwriters, dealers, agents, direct sales, rights offerings, or “at the market” offerings as permitted.
CLF’s common shares trade on the NYSE under “CLF.” Investors should review incorporated risk factors referenced from recent 10-K, 10-Q, and 8-K filings when any specific offering is announced.
Cleveland-Cliffs Inc. reported a Q3 2025 net loss of $234 million on revenues of $4,734 million, modestly higher than $4,569 million a year ago. Cost inflation and higher interest expense drove an operating loss of $204 million and total other expense of $105 million. For the first nine months, revenues were $14,297 million and the net loss widened to $1,193 million versus $280 million in 2024.
Operating cash flow turned negative at $449 million for the nine months, compared with $577 million provided last year, while capital expenditures were $421 million. Long-term debt rose to $8,039 million, reflecting new $850 million 7.500% 2031 notes and $850 million 7.625% 2034 notes, with an additional $275 million of 2034 notes issued on October 10. The company issued notices to redeem 2027 notes totaling $685 million on October 3. Liquidity remains supported by the ABL Facility with $3,062 million of borrowing capacity available. Integration of the Stelco acquisition continued, with preliminary purchase accounting including $1,025 million of identifiable intangibles and $789 million of goodwill. Indefinite idling actions led to $39 million of asset impairment and $245 million of idled facilities charges year-to-date.
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 (CLF) reported a director equity transaction. On 10/01/2025, the director received 1,608 common shares at $12.44 as part of the Nonemployee Director Retainer Share Election Program (50% election), and 482 shares were surrendered at $12.44 to cover taxes. Following these transactions, 256,245 shares were owned directly, with 29,361 shares held indirectly by a personal company.
Jane M. Cronin, a director of Cleveland-Cliffs Inc. (CLF), reported a Section 16 transaction on 10/01/2025. She acquired 3,215 common shares at a price of $12.44 each as payment of her quarterly nonemployee director retainer under the company's Nonemployee Director Retainer Share Election Program, in which she elected to participate at 100%. After this issuance, she beneficially owns 51,230 common shares. The Form 4 was signed by James D. Graham by power of attorney on 10/03/2025. The filing discloses a routine director compensation share issuance and does not include any cash sale, option exercise, or derivative transactions.
Cleveland-Cliffs Inc. submitted a Specialized Disclosure Report on Form SD as a resource extraction issuer under Rule 13q-1 of the Securities Exchange Act for the fiscal year ended December 31, 2024. The company states that the required disclosure of payments related to resource extraction activities is provided in its Resource Extraction Payment Report, filed as Exhibit 2.01 to this Form SD.
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.