Zero bonus royalty as Mesabi Trust (NYSE: MSB) receives Q1 2026 payout

Rhea-AI Filing Summary

Mesabi Trust reported Q1 2026 iron ore royalty income based on shipments from Northshore Mining’s Silver Bay operations. For the quarter ended March 31, 2026, the Trust received total royalty payments of $1,625,300, including a base royalty of $1,201,501 and $243,986 of positive prior-period adjustments.

The bonus royalty for the quarter was $0 because deemed shipment prices were below the 2026 adjusted bonus royalty threshold of $71.70 per ton, marking the first quarter in many years (excluding a prior idling period) without a bonus royalty. Cliffs credited Mesabi Trust with 938,572 tons shipped, compared with 457,728 tons in the first quarter of 2025, highlighting significantly higher volume but lower realized pricing. Management emphasized that royalties and related Unitholder distributions can vary widely from quarter to quarter.

Insights

Income trust and royalties analyst

Higher shipment volumes but no bonus royalty reshape Mesabi Trust’s Q1 2026 income mix.

Mesabi Trust received total royalties of $1,625,300 for the quarter ended March 31, 2026, driven by a base royalty of $1,201,501 and prior-period adjustments of $243,986. Shipments credited to the Trust reached 938,572 tons, more than double the prior-year quarter’s 457,728 tons.

Despite this volume increase, the bonus royalty was $0 because deemed prices were below the $71.70 per ton adjusted bonus threshold. This is the first quarter in many years, aside from the past idling period, without a bonus royalty, suggesting sensitivity of income to realized pricing, not just tonnage.

Royalty income depends on future iron ore prices, shipment volumes, and the share of production from Mesabi Trust lands. The Trust notes that quarterly royalties and Unitholder distributions can fluctuate significantly, and that Northshore operating decisions during 2026 could influence royalty levels disclosed in subsequent filings.

8-K Event Classification

4 items: 2.02, 7.01, 8.01, 9.01

4 items

Item 2.02 Results of Operations and Financial Condition Financial

Disclosure of earnings results, typically an earnings press release or preliminary financials.

Item 7.01 Regulation FD Disclosure Disclosure

Material non-public information disclosed under Regulation Fair Disclosure, often investor presentations or guidance.

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.

Key Figures

Total Q1 2026 royalties: $1,625,300 Base royalty: $1,201,501 Bonus royalty: $0 +5 more

8 metrics

Total Q1 2026 royalties $1,625,300 Royalty payments received April 30, 2026 based on Q1 2026 shipments

Base royalty $1,201,501 Credited for three months ended March 31, 2026

Bonus royalty $0 Three months ended March 31, 2026

Prior-period positive adjustments $243,986 Increase included in royalty payment received April 30, 2026

Mesabi Land Trust royalty $179,813 Paid alongside Mesabi Trust’s April 30, 2026 royalty payment

Tons shipped Q1 2026 938,572 tons Iron ore credited in first calendar quarter of 2026

Tons shipped Q1 2025 457,728 tons Iron ore credited in first calendar quarter of 2025

2026 bonus royalty threshold $71.70 per ton Adjusted bonus royalty threshold for deemed shipments

Key Terms

bonus royalty, adjusted bonus royalty threshold, Mesabi Land Trust, Northshore Mining Company, +2 more

6 terms

bonus royalty financial

"For the three months ended March 31, 2026, Mesabi Trust was also credited with a bonus royalty in the amount of $0 (zero)."

A bonus royalty is a one-time extra payment connected to a royalty deal, paid in addition to the ongoing percentage-based payments a rights holder receives from sales, production, or licensing. For investors, it changes the timing and size of cash flows — it can boost immediate income for the recipient or raise the buyer’s upfront cost while slightly altering future receipts, much like paying a lump sum to secure a stream of smaller recurring payments.

adjusted bonus royalty threshold financial

"all deemed shipments out of Silver Bay for the calendar quarter ended March 31, 2026 were below the 2026 adjusted bonus royalty threshold of $71.70 per ton."

Mesabi Land Trust financial

"In addition, a royalty payment of $179,813 was paid to the Mesabi Land Trust."

Northshore Mining Company financial

"Cleveland-Cliffs Inc. (“Cliffs”), the parent company of Northshore Mining Company (“Northshore”)."

forward-looking statements regulatory

"This report contains certain forward-looking statements with respect to iron ore pellet production, iron ore pricing and adjustments to pricing, shipments by Northshore during 2026, royalty (including bonus royalty) amounts, and other matters"

Forward-looking statements are predictions or plans that companies share about what they expect to happen in the future, like estimating sales or profits. They matter because they help investors understand a company's outlook, but since they are based on guesses and assumptions, they can sometimes be wrong.

Private Securities Litigation Reform Act of 1995 regulatory

"which statements are intended to be made under the safe harbor protections of the Private Securities Litigation Reform Act of 1995, as amended."

Understanding 8-K Material Events →

0000065172false00000651722026-04-302026-04-30

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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): April 30, 2026

MESABI TRUST

(Exact name of registrant as specified in its charter)

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​	​	​
New York	1-4488	13-6022277
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

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c/o Deutsche Bank Trust Company Americas Trust & Agency Services 1 Columbus Circle, 17th Floor Mail Stop: NYC01-1710 New York, New York	10019
(Address of principal executive offices)	(Zip Code)

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(904) 271-2520

(Registrant’s telephone number, including area code)

N/A

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

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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:

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​ ​	​ ​	​ ​
Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Units of Beneficial Interest, no par value	MSB	New York Stock Exchange

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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§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. ☐

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Item 2.02Results of Operations and Financial Condition.

Announcement of Receipt of Quarterly Royalty Report and Royalty Payment

On April 30, 2026, Mesabi Trust received the quarterly royalty report of iron ore shipments out of Silver Bay, Minnesota during the quarter ended March 31, 2026 (the “Royalty Report”) from Cleveland-Cliffs Inc. (“Cliffs”), the parent company of Northshore Mining Company (“Northshore”). As further explained under Item 7.01 below, the Royalty Report indicated that the Mesabi Trust received total royalty payments of $1,625,300 on April 30, 2026.

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Item 7.01Regulation FD.

Quarterly Royalty Report and Royalty Payment

On April 30, 2026, the Trustees of Mesabi Trust received the Royalty Report from Cliffs, the parent company of Northshore.

As reported to Mesabi Trust by Cliffs in the Royalty Report, based on shipments of iron ore products by Northshore during the three months ended March 31, 2026, Mesabi Trust was credited with a base royalty of $1,201,501. For the three months ended March 31, 2026, Mesabi Trust was also credited with a bonus royalty in the amount of $0 (zero). The royalty payment received by Mesabi Trust also included an increase of $243,986 as a result of positive adjustments related to prior quarters. In addition, a royalty payment of $179,813 was paid to the Mesabi Land Trust. Accordingly, the total royalty payments received by Mesabi Trust on April 30, 2026 from Cliffs were $1,625,300.

As noted above, Cliffs Royalty Report indicated the bonus royalty is $0 (zero). Cliffs reported that all deemed shipments out of Silver Bay for the calendar quarter ended March 31, 2026 were below the 2026 adjusted bonus royalty threshold of $71.70 per ton. The prices Cliffs reported for deemed shipments in this quarter were based on a third-party sale that occurred in September 2025. Other than the time period related to Cliffs’ temporarily idling of Northshore operations from May 2022 to April 2023, this represents the first time in many years that Cliffs’ quarterly royalty report and royalty payment did not report and pay Mesabi Trust a bonus royalty for shipments of iron ore pellets made during the applicable quarter. Cliffs’ Royalty Report also indicated that royalty calculations are based on estimated prices that are subject to change. All royalties are subject to continued due diligence review and verification by Mesabi Trust.

Royalties paid to Mesabi Trust are based on the volume of iron ore pellets and other products produced or shipped during the quarter and the year to date, the pricing of iron ore product sales, and the percentage of iron ore pellet production and shipments from Mesabi Trust lands rather than from non-Mesabi Trust lands. In the first calendar quarter of 2026, Cliffs credited Mesabi Trust with 938,572 tons of iron ore shipped, as compared to 457,728 tons shipped during the first calendar quarter of 2025. Cliffs’ Royalty Report reflected no additional third-party sale transactions of iron ore pellets since reporting several low volume shipments of iron ore pellets to a single Cliffs’ third-party customer in September 2025.

The volume of iron ore pellets (and other iron ore products) produced or shipped by Northshore varies from quarter to quarter and year to year based on a number of factors including, among

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others, Cliffs’ decisions to idle Northshore operations (which occurred from May 2022 until April 2023), the requested delivery schedules of customers (including affiliates), general economic conditions in the iron ore industry, and production schedules and weather conditions on the Great Lakes. These multiple factors can result in significant variations in royalties received by Mesabi Trust (and in turn, the resulting funds available for distribution to Unitholders by Mesabi Trust) from quarter to quarter and from year to year. These variations, which can be positive or negative, cannot be predicted by the Trustees of Mesabi Trust. Based on the above factors, and as indicated by Mesabi Trust’s historical distribution payments, the royalties received by Mesabi Trust, and the distributions paid to Unitholders, if any, in any particular quarter are not necessarily indicative of royalties that will be received, or distributions that will be paid, if any, in any subsequent quarter or full year.

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Item 8.01Other Events.

Mesabi Trust’s Annual Report on Form 10‑K for the Trust’s fiscal year ended January 31, 2026, which includes the audited financial statements of Mesabi Trust, was filed with the Securities and Exchange Commission on April 22, 2026. Mesabi Trust Unitholders may obtain a hard copy of the complete audited financial statements, which is included as Exhibit 13 to Mesabi Trust’s Annual Report, free of charge upon request to Mesabi Trust’s Corporate Trustee, at:

Mesabi Trust

c/o Deutsche Bank Trust Company Americas, Corporate Trustee

Trust and Agency Services — GDS

1 Columbus Circle, 17th Floor New York, NY 10019

(904) 271-2520

Unitholders can also directly access the audited financial statements of Mesabi Trust by navigating to Mesabi Trust’s website at www.Mesabi-Trust.com and clicking on the Edgar Filings (SEC) link under the Menu to the right of the SEC Filings page by scrolling down to the desired Annual Report on Form 10‑K under Exhibit 13 thereof, beginning on page F‑1 of each such Report.

Forward-looking Statements

This report contains certain forward-looking statements with respect to iron ore pellet production, iron ore pricing and adjustments to pricing, shipments by Northshore during 2026, royalty (including bonus royalty) amounts, and other matters, which statements are intended to be made under the safe harbor protections of the Private Securities Litigation Reform Act of 1995, as amended. Actual production, prices, price adjustments, and shipments of iron ore pellets, as well as actual royalty payments (including bonus royalties) could differ materially from current expectations due to inherent risks and uncertainties such as general adverse business and industry economic trends, infrequent and low volume third-party customer pellet sale transactions, uncertainties arising from war, terrorist events, imposition or termination of duties or tariffs, including tariffs and retaliatory tariffs, and other global events, higher or lower customer demand for steel and iron ore, decisions by mine operators regarding curtailments or idling production lines or entire plants, environmental compliance uncertainties, difficulties in obtaining and renewing necessary operating permits, higher imports of steel and iron ore substitutes, processing difficulties, consolidation and restructuring in the domestic steel market, market inputs tied to indexed price adjustment factors found in some

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pellet supply agreements between Cliffs and some of its customers, resulting in future adjustments to royalties payable to Mesabi Trust and other factors. In addition, any future production curtailments or idling of Northshore operations, about which the Trust may have little or no prior notice, could materially adversely affect the royalty income of the Trust, as well as the resulting cash available for distribution by the Trust to Unitholders. Further, such developments could have a material adverse impact on the market price of the Trust’s Units. Although the Mesabi Trustees believe that any such forward-looking statements are based on reasonable assumptions, such statements are subject to risks and uncertainties, which could cause actual results to differ materially. Additional information concerning these and other risks and uncertainties is contained in Mesabi Trust’s filings with the Securities and Exchange Commission, including its Annual Report on Form 10-K for the fiscal year ended January 31, 2026 (filed April 22, 2026). Mesabi Trust undertakes no obligation to publicly update or revise any of the forward-looking statements made herein to reflect events or circumstances after the date hereof.

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Item 9.01Financial Statements and Exhibits.

(d)Exhibits.

Exhibit No.	​ ​ ​	Description
99.1	​	Press Release dated May 4, 2026
104	​	Cover Page Interactive Data File (formatted in Inline XBRL and included as Exhibit 101)

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In accordance with general instruction B.2 to Form 8-K, the information in this Form 8-K shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section.

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SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

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​	MESABI TRUST
​	​
​	By:	/s/ Chris Niesz
​	​	Chris Niesz
​	​	Director
​	​	Deutsche Bank Trust Company Americas, Corporate Trustee of Mesabi Trust

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Dated: May 4, 2026

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Exhibit 99.1

May 4, 2026 4:10 PM Eastern Daylight Time

MESABI TRUST PRESS RELEASE

NEW YORK - - (Business Wire) - -

Quarterly Royalty Report and Royalty Payment

On April 30, 2026, the Trustees of Mesabi Trust (NYSE: MSB) received the quarterly royalty report of iron ore shipments from Silver Bay, Minnesota during the quarter ended March 31, 2026 (the “Royalty Report”) from Cleveland-Cliffs Inc. (“Cliffs”), the parent company of Northshore Mining Company (“Northshore”).

As reported to Mesabi Trust by Cliffs in the Royalty Report, based on shipments of iron ore products by Northshore during the three months ended March 31, 2026, Mesabi Trust was credited with a base royalty of $1,201,501. For the three months ended March 31, 2026, Mesabi Trust was also credited with a bonus royalty in the amount of $0 (zero). The royalty payment received by Mesabi Trust also included an increase of $243,986 as a result of positive adjustments related to prior quarters. In addition, a royalty payment of $179,813 was paid to the Mesabi Land Trust. Accordingly, the total royalty payments received by Mesabi Trust on April 30, 2026 from Cliffs were $1,625,300.

As noted above, Cliffs’ Royalty Report indicated the bonus royalty is $0 (zero). Cliffs reported that all deemed shipments out of Silver Bay for the calendar quarter ended March 31, 2026 were below the 2026 adjusted bonus royalty threshold of $71.70 per ton. The prices Cliffs reported for deemed shipments in this quarter were based on a third-party sale that occurred in September 2025. Other than the time period related to Cliffs’ temporarily idling of Northshore operations from May 2022 to April 2023, this represents the first time in many years that Cliffs’ quarterly royalty report and royalty payment did not report and pay Mesabi Trust a bonus royalty for shipments of iron ore pellets made during the applicable quarter. Cliffs’ Royalty Report also indicated that royalty calculations are based on estimated prices that are subject to change. All royalties are subject to continued due diligence review and verification by Mesabi Trust.

Royalties paid to Mesabi Trust are based on the volume of iron ore pellets and other products produced or shipped during the quarter and the year to date, the pricing of iron ore product sales, and the percentage of iron ore pellet production and shipments from Mesabi Trust lands rather than from non-Mesabi Trust lands.  In the first calendar quarter of 2026, Cliffs credited Mesabi Trust with 938,572 tons of iron ore shipped, as compared to 457,728 tons shipped during the first calendar quarter of 2025. Cliffs’ Royalty Report reflected no additional third-party sale transactions of iron ore pellets since reporting several low volume shipments of iron ore pellets to a single Cliffs’ third-party customer in September 2025.

The volume of iron ore pellets (and other iron ore products) produced or shipped by Northshore varies from quarter to quarter and year to year based on a number of factors including, among others, Cliffs’ decisions to idle Northshore operations (which occurred from May 2022 until April 2023), the requested delivery schedules of customers (including affiliates), general economic conditions in the iron ore industry, and production schedules and weather conditions on the Great Lakes.  These multiple factors can result in significant variations in royalties received by Mesabi Trust (and in turn,

the resulting funds available for distribution to Unitholders by Mesabi Trust) from quarter to quarter and from year to year. These variations, which can be positive or negative, cannot be predicted by the Trustees of Mesabi Trust. Based on the above factors, and as indicated by Mesabi Trust’s historical distribution payments, the royalties received by Mesabi Trust, and the distributions paid to Unitholders, if any, in any particular quarter are not necessarily indicative of royalties that will be received, or distributions that will be paid, if any, in any subsequent quarter or full year.

Other Available Information

Mesabi Trust’s Annual Report on Form 10‑K for the Trust’s fiscal year ended January 31, 2026, which includes the audited financial statements of Mesabi Trust, was filed with the Securities and Exchange Commission on April 22, 2026. Mesabi Trust Unitholders may obtain a hard copy of the complete audited financial statements, which is included as Exhibit 13 to Mesabi Trust’s Annual Report, free of charge upon request to Mesabi Trust’s Corporate Trustee, at:

Mesabi Trust

c/o Deutsche Bank Trust Company Americas, Corporate Trustee

Trust and Agency Services — GDS

1 Columbus Circle, 17th Floor New York, NY 10019

(904) 271-2520

Unitholders can also directly access the audited financial statements of Mesabi Trust by navigating to Mesabi Trust’s website at www.Mesabi-Trust.com and clicking on the Edgar Filings (SEC) link under the Menu to the right of the SEC Filings page by scrolling down to the desired Annual Report on Form 10‑K under Exhibit 13 thereof, beginning on page F‑1 of each such Report.

Forward-looking Statements

This report contains certain forward-looking statements with respect to iron ore pellet production, iron ore pricing and adjustments to pricing, shipments by Northshore during 2026, royalty (including bonus royalty) amounts, and other matters, which statements are intended to be made under the safe harbor protections of the Private Securities Litigation Reform Act of 1995, as amended.  Actual production, prices, price adjustments, and shipments of iron ore pellets, as well as actual royalty payments (including bonus royalties) could differ materially from current expectations due to inherent risks and uncertainties such as general adverse business and industry economic trends, infrequent and low volume third-party customer pellet sale transactions, uncertainties arising from war, terrorist events, imposition or termination of duties or tariffs, including tariffs and retaliatory tariffs, and other global events, higher or lower customer demand for steel and iron ore, decisions by mine operators regarding curtailments or idling production lines or entire plants, environmental compliance uncertainties, difficulties in obtaining and renewing necessary operating permits, higher imports of steel and iron ore substitutes, processing difficulties, consolidation and restructuring in the domestic steel market, market inputs tied to indexed price adjustment factors found in some pellet supply agreements between Cliffs and some of its customers, resulting in future adjustments to royalties payable to Mesabi Trust and other factors.  In addition, any future production curtailments or idling of Northshore operations, about which the Trust may have little or no prior notice, could materially adversely affect the royalty income of the Trust, as well as the resulting cash available for distribution by the Trust to Unitholders. Further, such developments could have a material adverse impact on the market price of the Trust’s Units. Although the Mesabi Trustees believe that any such forward-looking statements are based on

reasonable assumptions, such statements are subject to risks and uncertainties, which could cause actual results to differ materially. Additional information concerning these and other risks and uncertainties is contained in Mesabi Trust’s filings with the Securities and Exchange Commission, including its Annual Report on Form 10-K for the fiscal year ended January 31, 2026 (filed April 22, 2026). Mesabi Trust undertakes no obligation to publicly update or revise any of the forward-looking statements made herein to reflect events or circumstances after the date hereof.

FAQ

How much Q1 2026 royalty income did Mesabi Trust (MSB) receive?

Mesabi Trust received total Q1 2026 royalty payments of $1,625,300 from Cleveland-Cliffs. This included a $1,201,501 base royalty, $243,986 of positive prior-period adjustments, and a separate $179,813 payment to Mesabi Land Trust, based on Northshore iron ore shipments.

Did Mesabi Trust earn a bonus royalty for Q1 2026?

No, Mesabi Trust earned a $0 bonus royalty for Q1 2026. Deemed shipment prices were below the $71.70 per ton adjusted bonus royalty threshold, marking the first quarter in many years, excluding an earlier idling period, without a reported bonus royalty payment.

How did Mesabi Trust’s Q1 2026 iron ore shipment volume compare to 2025?

Cliffs credited Mesabi Trust with 938,572 tons of iron ore shipped in Q1 2026, versus 457,728 tons in Q1 2025. This shows significantly higher shipment volume, even though lower deemed prices prevented any bonus royalty payment for the 2026 quarter.

What factors drive Mesabi Trust’s future royalty income and distributions?

Future royalties depend on iron ore prices, shipment volumes, and the share of production from Mesabi Trust lands. Northshore operating decisions, customer demand, global economic conditions, and Great Lakes weather can all affect royalties and the distributions paid to Unitholders in any given period.

What is the 2026 adjusted bonus royalty threshold mentioned by Mesabi Trust?

For 2026, the adjusted bonus royalty threshold is $71.70 per ton of deemed shipments. Cliffs reported that all Q1 2026 deemed shipments from Silver Bay were below this level, so Mesabi Trust did not receive any bonus royalty for the quarter.

Where can Mesabi Trust Unitholders find the 2026 audited financial statements?

Unitholders can obtain audited financial statements from the Annual Report on Form 10‑K for the year ended January 31, 2026. Copies are available free of charge from the Corporate Trustee and can also be accessed via the Edgar Filings (SEC) section of Mesabi Trust’s website.

Filing Exhibits & Attachments

4 documents

Press Releases

• EX-99.1 EX-99.1 12.9 KB

Other Documents

• EX-101 EX-101.SCH 2.8 KB
• EX-101 EX-101.LAB 15.6 KB
• EX-101 EX-101.PRE 10.5 KB