CLEVELAND-CLIFFS INC. SEC Filings

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.

State Street Corporation reported ownership of 27,450,442 shares of Cleveland-Cliffs common stock, representing 5.5% of the class. The filing shows no sole voting or dispositive power and records 25,975,389 shares of shared voting power and 27,450,442 shares of shared dispositive power. The filer states the securities are held in the ordinary course of business and not for the purpose of changing or influencing control of the issuer.

The schedule identifies several State Street affiliates that hold the positions, including SSGA Funds Management and multiple State Street Global Advisors entities. This disclosure documents a material passive stake above the 5% reporting threshold without an asserted intent to affect control.