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Royalty income at Mesabi Trust (NYSE: MSB) reaches $4,943,488 for Q4 2025

Filing Impact
(Moderate)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Mesabi Trust reported that on January 30, 2026 it received total royalty payments of $4,943,488 from Cleveland-Cliffs based on iron ore shipments during the quarter ended December 31, 2025. This was made up of a base royalty of $3,622,142, a bonus royalty of $1,041,580, and $66,572 of royalty adjustments related to prior quarters.

Cliffs also paid $213,194 to the Mesabi Land Trust. Royalty calculations depend on shipment volumes, pricing, and the share of production from Mesabi Trust lands. Shipments credited to Mesabi Trust were 956,512 tons in the fourth calendar quarter of 2025, compared with 1,110,800 tons a year earlier, underscoring how volumes and resulting royalties can vary significantly over time.

Mesabi Trust emphasized that future royalties and distributions to unitholders can fluctuate widely due to operating decisions at Northshore, iron ore and steel market conditions, and other external risks, so any single quarter’s royalty level should not be viewed as a guide to future payments.

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Insights

Mesabi Trust logged $4.94M in Q4 2025 royalties, with lower shipment volumes highlighting variable cash flows.

Mesabi Trust depends entirely on royalties from iron ore production at Northshore, operated by Cleveland-Cliffs. For the quarter ended December 31, 2025, it received $4,943,488 in total royalties, split between a $3,622,142 base royalty and a $1,041,580 bonus royalty, plus $66,572 in prior-period adjustments.

Shipments credited to the Trust were 956,512 tons in the fourth calendar quarter of 2025, down from 1,110,800 tons in the same period of 2024. This highlights the sensitivity of royalty income to production and shipment levels, which are influenced by Cliffs’ operating decisions, customer demand, and Great Lakes logistics.

The disclosure reiterates that factors such as potential future idling of Northshore, changes in iron ore pricing, and contract-based price adjustments can materially affect royalties and the cash available for distributions. Future filings and royalty reports will show how these variables evolve, but specific forward periods are not detailed here.

0000065172false00000651722026-01-302026-01-30

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): January 30, 2026

MESABI TRUST

(Exact name of registrant as specified in its charter)

New York

1-4488

13-6022277

(State or other jurisdiction of
incorporation)

(Commission File Number)

(I.R.S. Employer Identification
No.)

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)

(904) 271-2520

(Registrant’s telephone number, including area code)

N/A

(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

Units of Beneficial Interest, no par value

MSB

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 (§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. 

Item 2.02Results of Operations and Financial Condition.

Announcement of Receipt of Quarterly Royalty Report and Royalty Payment

On January 30, 2026, Mesabi Trust received the quarterly royalty report of iron ore shipments out of Silver Bay, Minnesota during the quarter ended December 31, 2025 (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 Cliffs paid, and Mesabi Trust received, total royalty payments of $4,943,488 on January 30, 2026.

Item 7.01Regulation FD.

Quarterly Royalty Report and Royalty Payment

On January 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 December 31, 2025, Mesabi Trust was credited with a base royalty of $3,622,142. For the three months ended December 31, 2025, Mesabi Trust was also credited with a bonus royalty in the amount of $1,041,580. Cliffs’ Royalty Report also stated that the royalty payments received by the Trust also included an increase of $66,572 as a result of base and bonus royalty adjustments taken by Cliffs related to prior quarters. In addition, a royalty payment of $213,194 was paid to the Mesabi Land Trust. Accordingly, the total royalty payments received by Mesabi Trust on January 30, 2026 from Cliffs were $4,943,488.

The 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 fourth calendar quarter of 2025, Cliffs credited Mesabi Trust with 956,512 tons of iron ore shipped, as compared to 1,110,800 tons shipped during the fourth calendar quarter of 2024. Cliffs’ Royalty Report also indicated that royalty calculations are based on prices that are subject to change. And all royalties are subject to continued due diligence review and verification.

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 and steel industries, 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.

1

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 2025, 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, uncertainties arising from war, terrorist events, imposition or termination of duties or tariffs, including 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, 2025 (filed April 24, 2025) and its Quarterly Report on Form 10-Q for the fiscal quarter ended October 31, 2025 (filed December 12, 2025). 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.

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.

2

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.

MESABI TRUST

By:

/s/ Chris Niesz

Chris Niesz

Director

Deutsche Bank Trust Company Americas,
Corporate Trustee of Mesabi Trust

Dated: February 3, 2026

3

FAQ

How much royalty income did Mesabi Trust (MSB) receive for the quarter ended December 31, 2025?

Mesabi Trust received total royalty payments of $4,943,488 on January 30, 2026. This amount was based on iron ore shipments by Northshore during the quarter ended December 31, 2025, as reported by Cleveland-Cliffs in the quarterly royalty report provided to the Trust.

What were the components of Mesabi Trust’s $4,943,488 royalty payment from Cleveland-Cliffs?

The total royalty of $4,943,488 comprised a base royalty of $3,622,142, a bonus royalty of $1,041,580, and $66,572 from base and bonus royalty adjustments for prior quarters. In addition, $213,194 was paid separately to the Mesabi Land Trust.

How did Mesabi Trust’s credited iron ore shipment volumes change versus the prior year quarter?

For the fourth calendar quarter of 2025, Mesabi Trust was credited with 956,512 tons of iron ore shipped. In the fourth calendar quarter of 2024, credited shipments were 1,110,800 tons, indicating a lower shipment volume year over year, which directly affects the royalty income received.

What factors determine Mesabi Trust’s royalty payments from Northshore Mining?

Royalties are driven by the volume of iron ore pellets and other products produced or shipped, iron ore pricing, and the percentage of production coming from Mesabi Trust lands. These elements together determine both base and bonus royalty amounts reported and paid by Cleveland-Cliffs to the Trust.

Why can Mesabi Trust’s royalties and unitholder distributions vary significantly between quarters?

Royalties can fluctuate because Northshore’s production and shipments vary with operating decisions, customer delivery schedules, steel and iron ore market conditions, and Great Lakes weather. Any curtailment or idling of Northshore operations can materially reduce royalty income and thus cash available for unitholder distributions.

What risks related to Northshore operations does Mesabi Trust highlight in this update?

The Trust notes that future production curtailments or idling of Northshore, as occurred from May 2022 to April 2023, could materially adversely affect royalty income and distributions. Such developments could also have a material adverse impact on the market price of Mesabi Trust’s units.

Mesabi Trust

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