[8-K] Mesabi Trust Reports Material Event

Rhea-AI Filing Summary

Meta Platforms (NASDAQ: META) founder & CEO Mark Zuckerberg has filed a Form 144 signaling his intent to sell 15,847 Class A shares (estimated value ≈ $11.94 million) on or about 1 Aug 2025 via Charles Schwab. The filing follows 16 insider sales executed between 6 Jun – 31 Jul 2025 totaling 156,847 shares and roughly $113 million in gross proceeds. Planned and completed sales combined equal just 0.007% of META’s 2.17 billion shares outstanding.

The shares were originally obtained through an option exercise dated 17 May 2012. As required by Rule 144, the notice affirms the seller holds no undisclosed material adverse information and makes no reference to a Rule 10b5-1 trading plan. While the transaction is immaterial to the company’s capital structure, it extends a steady pattern of founder share liquidation that investors may monitor for sentiment clues.

Positive

• Sale represents only ~0.007 % of shares outstanding, implying negligible dilution or market overhang.
• Transparent Rule 144 filing demonstrates adherence to disclosure requirements, reducing regulatory risk.

Negative

• Founder has liquidated ~$113 m of stock in the last three months, a potential negative sentiment signal.
• No 10b5-1 plan disclosed, leaving timing decisions open to interpretation and potential governance critique.

Insights

Portfolio Manager

TL;DR: Small-scale founder sale; sentiment watch, but negligible dilution.

The proposed 15.8k-share sale adds to 156.8k shares already liquidated this summer, bringing Zuckerberg’s 3-month cash out to ~$125 m when the next trade settles. Even combined, this equals <0.01 % of META’s float, so supply overhang is minimal. Insider diversification is common and does not signal operational weakness. I see neutral market impact; valuation should hinge on fundamentals, not this filing.

Corporate Governance Analyst

TL;DR: Continued insider selling may raise optics questions despite immaterial size.

Zuckerberg controls ~58 % voting power; repeated cash sales without accompanying 10b5-1 detail can attract scrutiny over information asymmetry. Although Rule 144 compliance is clear, cumulative sales above $100 m in three months could be construed as waning confidence. Visibility into any pre-arranged plan would ease concerns. I assign a mild negative governance signal, yet note no change in control risk.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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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): July 30, 2025

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 July 30, 2025, Mesabi Trust received the quarterly royalty report of iron ore shipments out of Silver Bay, Minnesota during the quarter ended June 30, 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 Mesabi Trust received total royalty payments of $5,300,287 on July 30, 2025.

Item 7.01Regulation FD.

Quarterly Royalty Report and Royalty Payment

On July 30, 2025, 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 June 30, 2025, Mesabi Trust was credited with a base royalty of $2,514,060.  For the three months ended June 30, 2025, Mesabi Trust was also credited with a bonus royalty in the amount of $2,588,784.  The royalty payment received by the Trust did not include any adjustments related to prior quarters.  In addition, a royalty payment of $197,443 was paid to the Mesabi Land Trust. Accordingly, the total royalty payments received by Mesabi Trust on July 30, 2025 from Cliffs were 5,300,287.

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 second calendar quarter of 2025, Cliffs credited Mesabi Trust with 924,442 tons of iron ore shipped, as compared to 949,718 tons shipped during the second calendar quarter of 2024.  Cliffs’ Royalty Report reflected no additional third party arms’-length sale transactions of iron ore pellets since reporting two low volume shipments of iron ore pellets to a single third-party customer in December 2024. Cliffs’ Royalty Report also indicated that royalty calculations are based on prices that are subject to change.

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.

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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).  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.

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

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Dated: August 1, 2025

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FAQ

How many Meta (META) shares is Mark Zuckerberg planning to sell?

The Form 144 covers 15,847 Class A shares with an estimated value of $11.94 million.

What percentage of Meta's outstanding shares does the proposed sale represent?

Only about 0.007 % of the 2.17 billion shares outstanding.

How many shares has Zuckerberg sold in the past three months?

He has already sold 156,847 shares between 6 June and 31 July 2025.

What were the gross proceeds from recent insider sales?

The past three-month sales generated approximately $113 million in gross proceeds.

When were the shares originally acquired?

The shares were acquired via option exercise on 17 May 2012.

Is the upcoming sale under a Rule 10b5-1 trading plan?

The filing does not reference any Rule 10b5-1 plan.