What changed in this filing

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Item 1. Business

2026-02-09 compared with 2025-02-25 · 166 added, 198 removed, 377 unchanged (49% of the section changed)

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As a leading North America-based steel producer, we benefit from having the size and scale necessary in a competitive, capital intensive business.

Our sizeable operating footprint provides us with the operational leverage and flexibility to achieve competitive margins throughout the business cycle.

We also have a unique vertically integrated profile from mined raw materials, direct reduced iron, and ferrous scrap to primary steelmaking and downstream finishing, stamping, tooling and tubing.

We have a unique vertically integrated profile from mined raw materials, direct reduced iron, and ferrous scrap to primary steelmaking and downstream finishing, stamping, tooling and tubing.

This positioning gives us more predictable costs throughout our supply chain and more control over both our manufacturing inputs and our end-product destination.

One of our most critical strengths that differentiates us from others in our industry is a unique and powerful partnership with our unionized workforce, particularly the USW.

With over 20,000 employees subject to collective bargaining agreements, our strong and productive labor relationships are key to our long-term success and allow us to work together in achieving our goals.

A clear example of the strength of our relationship is how we partner together to fight against dumped and illegally subsidized imported steel products.

Our deep alignment with our represented employees is also recognized by our political leaders, who often publicly support us as a significant employer of a unionized workforce with a track record of working to maintain and increase middle class jobs.

Our primary competitive strength lies within our automotive steel business.

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This dedication to service and the infrastructure in place to meet our automotive customers’ demanding needs took decades to develop.

We have continued to invest capital and resources to meet the requirements needed to serve the automotive industry and intend to maintain our position as an industry leader going forward.

We have continued to invest capital and resources to meet the requirements needed to serve the automotive industry.

We continue to be an established and reliable supplier of automotive-grade steel and intend to bolster our position as an industry leader going forward.

Due to its demanding nature, the automotive steel business typically generates higher through-the-cycle margins, making it a desirable end market.

Demand for our automotive-grade steel is expected to be healthy in the coming years as a result of a low unemployment rate, declining interest rates and the replacement of older vehicles.

Our footprint provides us with a competitive advantage in supplying automotive and other highly demanding end markets, as we are able to produce a wide range of high-quality products.

Our integrated facilities utilize domestic and primarily internally sourced iron ore as the primary feedstock, which allows us to produce a high-quality product with low residual content.

We also possess the breadth and depth of customer service, technical support, and research and development necessary to supply the demanding needs of the automotive industry.

Demand for our automotive-grade steel is expected to be healthier in the coming years as a result of government support for domestically produced vehicles, the further shift away from other metals such as aluminum, declining interest rates, low unemployment rate, and the replacement of older vehicles.

As an established and reliable supplier of domestically produced automotive-grade steel, we expect customers to continue to look to us to serve increased demand in the coming years.

Since becoming a steel company in 2020, we have dedicated significant resources to maintain and upgrade our facilities and equipment.

The quality of our assets gives us a unique advantage in product offerings and operational efficiencies.

After elevated spend in 2022 to perform overdue maintenance work at the facilities acquired as part of our 2020 acquisitions, we resumed normalized levels of maintenance capital and operating expenses in 2023, which continued throughout 2024.

The necessary resources that we have invested in our footprint are expected to keep our assets at an automotive-grade level of quality and reliability for years to come.

Our utilization of fixed price contracts provides us a competitive advantage, as the steel industry is often viewed as volatile and subject to the market price of steel.

Our fixed price contracts mitigate pricing volatility through the cycle.

Our ability to source our primary feedstock domestically, and primarily internally, is a competitive strength.

This model reduces our exposure to volatile pricing and unreliable global sourcing.

The ongoing conflict between Russia and Ukraine, along with other global tensions, and the new administration's focus on U.S.

manufactured products, has displayed the importance of our North American-centric footprint, as our competitors who primarily operate EAF facilities rely on imported pig iron to produce flat-rolled steel, the supply of which has been disrupted.

The ongoing conflict between Russia and Ukraine, along with other global tensions, and the Trump administration's focus on U.S.

manufacturing, have displayed the importance of our North American-centric footprint, as our competitors primarily operating EAF facilities rely on imported pig iron to produce flat-rolled steel, the supply of which, from time-to time, has been disrupted.

The best example is our legacy business of producing iron ore pellets.

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We believe we offer the most comprehensive flat-rolled steel product selection in the industry, along with several complementary products and services.

A sampling of our offering includes advanced high-strength steel, hot-dipped galvanized, aluminized, galvalume, electrogalvanized, galvanneal, HRC, cold-rolled coil, plate, GOES, NOES, stainless steels, tool and die, stamped components, rail, slab and cast ingot.

Across the quality spectrum and the supply chain, our customers can frequently find the solutions they need from our product selection.

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We are a leading producer of electrical steels referred to as GOES and NOES in the U.S., which we believe will be critical for the modernization of the electrical grid and the infrastructure needed to allow for increased EV adoption, both of which require electrical steels.

We are a leading producer of electrical steels in the U.S., which we believe will be critical for the modernization of the electrical grid.

Distribution transformers are critical to the maintenance and expansion of America’s electric grid.

Transformers are in short supply, and that shortage stifles economic growth across the country.

The shortage will continue to be exacerbated by the widespread adoption of Artificial Intelligence in virtually all sectors of the economy, which will exponentially increase the consumption of electricity in the U.S.

The shortage will continue to be exacerbated by the anticipated widespread adoption of AI in virtually all sectors of the economy, which will exponentially increase the consumption of electricity in the U.S.

and worldwide.

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We use HBI to stretch our hot metal production, lowering carbon intensity and reliance on coke.

With increasing tightness in the scrap and metallics markets combined with our own internal needs, we expect our Toledo direct reduction plant to support healthy margins for us going forward.

With increasing tightness in the scrap and metallics markets combined with our own internal needs, we expect our Toledo direct reduction plant to continue to support our operational efficiency going forward.

One of our most critical strengths that differentiates us from others in our industry is a unique and powerful partnership with our unionized workforce, particularly the USW.

With over 18,000 employees subject to collective bargaining agreements, our strong and productive labor relationships are key to our long-term success and allow us to work together in achieving our goals.

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example of the strength of our relationship is how we partner together to fight against dumped and illegally subsidized imported steel products.

MAXIMIZE OUR COMMERCIAL STRENGTHS

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We are a leading supplier to the automotive sector, where our portfolio of high-end products delivers a broad range of differentiated solutions for this highly sought after customer base.

As an established and reliable supplier of domestically produced automotive-grade steel, we expect to bolster our position as an industry leader going forward.

Our unique capabilities, driven by our portfolio of assets and technical expertise, give us an advantage in our flat-rolled product offering.

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In addition, our state-of-the-art Research and Innovation Center in Middletown, Ohio gives us the ability to collaborate with our customers and create new products and develop new and efficient steel manufacturing processes.

During 2022, we introduced our MOTOR-MAX® product line of NOES for high frequency motors and generators.

During 2023, we introduced our C-STAR™ protection design, which was developed for the purpose of providing EV battery protection for improved safety purposes and can be used in any type of light vehicle.

These unique product offerings and customer service capabilities enable us to remain a leading steel supplier to the automotive industry.

Our five-year contract to supply semi-finished steel slabs that was initiated in connection with the closing of the AM USA Transaction expired on December 9, 2025.

This contract historically represented approximately 10 percent of our sales volume and was unprofitable in 2024 and 2025.

The conclusion of this contract provides a significant opportunity to shift sales and product mix to higher margin business and improve efficiency within our operations.

OPTIMIZE OUR FULLY-INTEGRATED STEELMAKING FOOTPRINT

We are a fully-integrated steel enterprise with an expansive footprint providing the ability to achieve healthy margins for flat-rolled steel throughout the business cycle.

Our focus remains on realizing our inherent cost advantage in flat-rolled steel while also lowering carbon emissions.

Our focus remains on realizing our inherent cost advantage in flat-rolled steel while continuing to optimize our footprint.

The combination of our ferrous raw materials, including iron ore, scrap and HBI, allows us to do so relative to peers who must rely on more unpredictable and unreliable raw material sourcing strategies.

We have ample access to scrap along with internally sourced iron ore pellets and HBI.

Our ability to optimize use of these raw materials in our blast furnaces and BOFs ultimately boosts liquid steel output, reduces coke needs and lowers carbon emissions from our operations.

The necessary resources that we have invested in our footprint are expected to keep our assets at an automotive-grade level of quality and reliability for years to come, positioning us to benefit from operating efficiencies and improved capabilities in the coming years.

PURSUE VALUE-ENHANCING MERGERS AND ACQUISITIONS

We have a proven track record of successfully identifying undervalued assets and completing value-enhancing transactions through mergers and acquisitions.

With our proven ability to integrate acquired assets and capture synergies, along with our powerful partnership with our union and non-union employees, we are confident in our ability to identify and execute value-enhancing mergers and acquisitions.

During 2025, we made the decision to fully or partially idle, or permanently close, six of our operations.

We made the decision to idle our blast furnace, BOF steel shop, and continuous casting facilities at our Dearborn facility.

We also made the decision to permanently close our Steelton, Conshohocken and Riverdale facilities due to underperformance at these operations.

Additionally, we made the decision to idle the Minorca mine and partially idle the Hibbing mine in order to consume excess pellet inventory produced in 2024.

Our recent changes allow us to streamline our operations and enhance efficiency, with minimal impact to our flat-rolled steel output.

EXPLORE STRATEGIC OPPORTUNITIES

During the third quarter of 2025, we signed a Memorandum of Understanding (the “Memorandum of Understanding”) with POSCO, Korea's largest steelmaker and the world's third largest steelmaker outside of China, who seeks to leverage our unmatched U.S.

footprint and trade-compliant operations to support and grow its established U.S.

customer base while ensuring that its products meet U.S.

trade and origin requirements.

The Memorandum of Understanding reflects rising interest in Cliffs amid the resurgence of U.S.

manufacturing and should enable smooth onboarding for downstream industrial customers moving production from South Korea to the U.S.

The potential transaction with POSCO is expected to be highly accretive to our shareholders.

UBS is acting as our financial advisor for the potential transaction.

Also, during the third quarter of 2025, we announced that we engaged J.P.

Morgan as our advisor and launched sell-side processes to explore the potential sale of certain non-core operating assets.

As an American-based company with desirable assets, we are favorably positioned to potentially benefit from asset sales.

In addition to non-core operating assets, we have received inbound inquiries for us to sell recently idled facilities and certain other inactive sites.

We expect the net proceeds of any potential transaction to be used to pay down debt.

Beyond steelmaking, the renewed importance of rare earths in the U.S.

has driven us to re-focus on this potential opportunity at our upstream mining assets.

We have begun to explore rare earths at our ore bodies and tailings basins and have identified two sites with key geological indicators for rare-earth extraction potential.

If successful, it would align us with the broader national strategy for critical material independence.

Before we can determine the economic potential for rare-earth extraction at our properties, we will need to conduct additional technical and economic studies, and there can be no assurance that rare-earth extraction at our properties will be economical.

CAPTURE SYNERGIES FROM RECENT ACQUISITIONS

On November 1, 2024, we completed the Stelco Acquisition.

The Stelco Acquisition confirms our commitment and leadership in integrated steel production in North America and strengthens our cost position by incorporating one of the lowest cost flat-rolled steelmaking assets in North America within our footprint.

The Stelco Acquisition expands our existing presence in Canada and diversifies our customer base across service centers, construction and other industrial end markets with higher volumes of spot sales.

As a result of the Stelco Acquisition, our exposure to the North American spot market has doubled, giving us further insight into spot market dynamics and diversifying our customer base toward spot customers.

Going forward, we will continue to be opportunistic in our pursuit of assets that would grow our business and offer opportunities to generate significant synergies.

Our strong partnership with our union-represented employees was crucial in prior mergers and acquisitions as well as with the Stelco Acquisition.

We remain the only domestic steel company in recent years to successfully acquire steel producing assets with USW-represented employees, which we view as a testament to the trust and mutual respect that we have developed with our union workforce.

EXPLORE ATTRACTIVE DOWNSTREAM OPPORTUNITIES

On July 22, 2024, we announced our investment plan for our new electrical distribution transformer production plant near our indefinitely idled Weirton, West Virginia facility.

We intend to invest approximately $150 million to repurpose a warehouse to commence production of distribution transformers used in electric power distribution.

We expect to receive $50 million in support

The Stelco Acquisition confirmed our commitment to and leadership in integrated steel production in North America and strengthened our cost position by incorporating one of the lowest cost flat-rolled steelmaking assets in North America within our footprint.

The Stelco Acquisition expanded our existing presence in Canada and diversified our customer base in Canada across service centers, construction and other industrial end markets with higher volumes of spot sales.

As a result of the Stelco Acquisition, our exposure to the North American spot market doubled, giving us further insight into spot market dynamics and diversifying our customer base toward spot customers.

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from the West Virginia Economic Development Authority in relation to the project, which reduces our net capital investment to approximately $100 million.

Our planned Weirton distribution transformer production plant benefits from the ability to use existing building assets, infrastructure and re-employment opportunities for members of the workforce that were previously employed at our indefinitely idled Weirton tinplate mill.

This project is also expected to increase demand for American-made GOES produced at our Butler Works steel mill as well as for our carbon and stainless steel products used in the manufacturing of distribution transformers.

We believe that distribution transformers are critical to America’s electrical infrastructure maintenance and expansion, and we are strategically positioning ourselves to benefit from a market that is undersupplied in the U.S.

and currently experiencing extended lead times with a strong demand outlook.

This project is expected to be completed in the first half of 2026.

ADVANCE OUR PARTICIPATION IN THE ENERGY TRANSITION

We are seeking to expand our customer base with the EV market.

As this market grows, it will require more advanced steel applications to meet the needs of EV producers and consumers.

These features include the already existing sophisticated steel supply for internal combustion engine vehicle parts, along with the added need for steel-based battery enclosures and reinforcement in EVs.

With our unique technical capabilities and leadership in the automotive industry, we believe we are positioned better than any other North American steelmaker to supply the steel and parts necessary to fill these needs.

We also have the right products to meet the growing demand for renewable energy as well as for the modernization of the U.S.

electrical grid.

We offer plate products that can be used in windmills, which we estimate contain 130 tons of steel per megawatt of electricity.

In addition, panels for solar power are heavy consumers of galvanized steel, where we are a leading producer.

We estimate solar panels consume 40 tons of steel per megawatt of electricity.

We are currently a leading producer of electrical steel in the U.S., which can facilitate the modernization of the U.S.

electrical grid.

Along with charging networks, electrical steels are also needed in the motors of EVs.

We have demonstrated a consistent track record of exceeding our initial synergy estimates associated with value-enhancing transactions through mergers and acquisitions.

With our proven ability to integrate acquired assets and capture synergies, significant synergy opportunities from the Stelco Acquisition were identified and achieved, including asset and capital expenditure optimization, procurement savings, selling, general and administrative expenses, duplicative public company costs and other opportunities.

IMPROVE FINANCIAL FLEXIBILITY

Given the cyclicality of our business, it is important to us to be in the financial position to easily withstand economic cycles and be opportunistic when attractive strategic opportunities arise.

Since becoming a steel company in 2020, we have demonstrated our ability to generate healthy free cash flow and use it to reduce substantial amounts of debt, return capital to shareholders, and make investments to both improve and grow our business.

We have a track record of demonstrating that we can quickly deleverage our balance sheet and have also historically shown our ability to take advantage of volatility in the debt markets and repurchase notes at a discount.

We expect to generate healthy free cash flow in the coming years and intend to utilize it to deleverage our balance sheet.

We also maintain a long maturity runway with our outstanding debt, with our nearest senior note maturities coming in 2029, have healthy liquidity consisting of cash and availability under our ABL Facility of $3.3 billion as of December 31, 2025, and have approximately $3.2 billion of secured note capacity, which supports our flexibility to navigate varied economic environments for extended periods of time.

ENHANCE OUR ENVIRONMENTAL SUSTAINABILITY

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In May 2024, we announced our commitment to achieve new GHG emissions reduction targets after we successfully achieved our prior commitment set in 2021 to reduce Scope 1 (direct emissions) and Scope 2 (indirect emissions from purchased electricity or other forms of energy) GHG emissions by 25% by 2030, relative to 2017 levels, well ahead of our 2030 target year.

Our new goals set forth below, relative to 2023 levels, are all supported by ongoing and planned technological developments with respect to our ironmaking and steelmaking practices:

Our goals set forth below, relative to 2023 levels, include:

▪ A target to reduce Scope 1 and 2 GHG emissions intensity per metric ton of crude steel by 30% by 2035;

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Additionally, we have made significant progress in reducing our emissions on a per ton basis.

Since 2020, we have reduced our average Scope 1 and 2 emissions of integrated mills from 1.82 to 1.54 metric tons of CO 2 e per metric ton of crude steel produced in 2023, which is 28% lower than the global industry average.

Our future GHG emissions reductions are expected to be primarily driven by the use of direct reduced iron in electric melting furnaces, direct reduced iron in blast furnaces, the stretching of hot metal with additional scrap, enhancing efficiency of blast furnaces, implementing hydrogen use where possible, evaluating carbon capture and utilization technologies, procuring more clean energy, electrification of process equipment and operating with higher energy efficiency.

In March 2024, we were selected by the DOE's OCED for award negotiations to receive up to $575 million in total funding for two projects to accelerate industrial decarbonization initiatives.

These fully obligated cooperative agreements provide up to a $500 million federal investment to replace our existing blast furnace at Middletown Works with a 2.5 million ton per annum hydrogen-ready direct reduced iron plant and two 120 megawatt electric melting furnaces to feed molten iron to the existing infrastructure already on site, including the BOF, caster, hot strip mill and various finishing facilities.

The project is designed so that Middletown Works would maintain its existing raw steel production capacity of approximately 3 million net tons per year and would no longer use coke for iron production.

We expect that the process would significantly reduce steel slab costs and dramatically reduce carbon emissions intensity with no adverse impact to product quality or capability and would make Middletown Works the most advanced, lowest GHG emitting integrated iron and steel facility in the world.

This project will also sustain and slightly increase over 2,500 American manufacturing jobs that support the domestic steel industry.

Following negotiations, in the third quarter of 2024, the OCED approved $19.1 million in spending to begin Phase 1 of the Middletown project, with the release of the remaining funding being subject to meeting certain project milestones for each project phase.

The Middletown project is expected to be completed during 2029.

Additionally, we would receive up to $75 million for our Butler Works facility to replace two existing natural gas fired high temperature slab reheat furnaces with four electrified induction slab reheat furnaces, to bring optimum efficiency to our production of electrical steel.

This project would reduce slab reheat energy use by over 70%, lower carbon emissions, and improve slab quality.

This project will also support approximately 1,500 union employees dedicated to the domestic production of electrical steel, a strategic component of the nation’s electrical supply system.

Following negotiations, in the third quarter of 2024, the OCED approved spending of $38 million to begin Phase 1 of the Butler project, with the remaining spending approvals contingent on

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meeting progress milestones at the end of each project phase.

The Butler project is expected to be completed by 2029.

As a result of both of these projects, we would anticipate generating in excess of $500 million in annual cost savings and yield improvements.

In October 2023, the DOE announced its intention to award funding under the Infrastructure and Jobs Act for seven regional hydrogen hubs, including the Midwest Alliance for Clean Hydrogen.

This hub, covering Illinois, Indiana and Michigan, was selected for $1 billion in funding and is near our two largest steel plants, Indiana Harbor and Burns Harbor.

In January 2024, we commissioned a pipeline and successfully completed a hydrogen injection trial at our Indiana Harbor blast furnace #7.

This follows an initial similar trial of hydrogen at our blast furnace in Middletown earlier in 2023.

The use of hydrogen within our blast furnaces, when economically available in sufficient amounts, is expected to partially reduce coke rate and displace the release of CO 2 with H 2 O, reducing our overall emissions.

IMPROVE FINANCIAL FLEXIBILITY

Given the cyclicality of our business, it is important to us to be in the financial position to easily withstand economic cycles and be opportunistic when attractive strategic opportunities arise.

Since becoming a steel company in 2020, we have demonstrated our ability to generate healthy free cash flow and use it to reduce substantial amounts of debt, return capital to shareholders through share repurchases and make investments to both improve and grow our business.

We expect to generate healthy free cash flow in the coming years and intend to utilize it to deleverage our balance sheet following the closing of the Stelco Acquisition.

We also maintain a long maturity runway with our outstanding debt, with our nearest maturities coming in 2027, which supports our flexibility to navigate varied economic environments for extended periods of time.

Since 2020, we have reduced our average Scope 1 and 2 emissions of integrated mills from 1.82 to 1.58 metric tons of carbon dioxide equivalent per metric ton of crude steel produced in 2024, which is significantly lower than the global industry average.

We have partnered with the DOE to advance capital projects that support decarbonization and energy efficiency.

These include equipment upgrades at our Butler and Middletown facilities, each of which will support our environmental sustainability efforts.

BUSINESS OPERATIONS

We have a vertically integrated portfolio, which begins at the mining stage and goes all the way through the manufacturing of steel products, including stamping, tooling and tubing.

We have the unique advantage as a steel producer of being fully or partially self-sufficient with our production of raw materials for steel manufacturing, which includes iron ore pellets, HBI, scrap and coking coal.

We are organized into four operating segments based on the differentiated products – Steelmaking, Tubular, Tooling and Stamping, and European Operations.

We primarily operate through one reportable segment – the Steelmaking segment.

Our primary steel producing and finishing facilities are located across Illinois, Indiana, Michigan, Ohio, Pennsylvania, and Ontario.

We operate eight blast furnaces and five EAFs with the configured capability of producing approximately 23.0 million net tons of raw steel annually.

Our primary steel producing and finishing facilities are located across Indiana, Michigan, Ohio, Pennsylvania and Ontario.

We currently operate seven blast furnaces and four EAFs with the configured capability of producing approximately 20.0 million net tons of raw steel annually.

Raw steel is generally cast into slabs and finished based on customer specifications.

Finishing is completed on site at our integrated operations or at one of our standalone finishing facilities.

Ferrous raw materials for the production of steel are primarily internally sourced from our iron ore mines in Michigan and Minnesota, our direct reduction plant in Ohio and our scrap facilities in Michigan, Ohio, Tennessee, Florida and Ontario.

Ferrous raw materials for the production of steel are primarily internally sourced from our iron ore mines in Michigan and Minnesota, our direct reduction plant in Ohio, and our scrap facilities in Illinois, Michigan, Mississippi, Ohio, Tennessee and Ontario.

We also operate a coal mining complex in West Virginia and produce coke from our facilities in Indiana, Ohio, Pennsylvania and Ontario.

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Properties for additional information.

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PRODUCTS AND MARKETS

2024 Product Mix (By Revenue) Primary Products

2025 Product Mix (By Revenue) Primary Products as of December 31, 2025

◦ STAINLESS AND ELECTRICAL

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◦ Tool and Die

◦ Cast Ingots

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As a fully integrated steel enterprise, we have a comprehensive portfolio of steel solutions.

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Steel producers Slab, scrap, iron ore, HBI, coal and coke 13 % 13 %

The change in percentages of revenues to each market in 2024, compared to 2023, was driven primarily by the decrease in volumes for our fixed price contracts to the direct automotive market and improved diversification across end markets as a result of the Stelco Acquisition.

We sell our products principally to customers in North America.

As a result of the Stelco Acquisition, we now sell approximately 30-35% of our flat-rolled steel shipments under fixed price contracts.

These contracts are typically one year in duration and expire at various times throughout the year.

We sell approximately 35-40% of our flat-rolled steel shipments under fixed price contracts.

These contracts are typically annual or multi-year in duration and expire at various times throughout the year.

Some of these contracts have a surcharge mechanism that passes through certain changes in input costs.

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Through our collaborative relationships with automotive producers, we develop breakthrough steel solutions that help our customers meet their product requirements.

A prime example of our ability to help our customers through research and development occurred during the fourth quarter of 2025 when we successfully completed a production trial in collaboration with a major automotive customer, where our steel was stamped into exposed parts with no defects using the customer's existing aluminum-forming equipment.

After the successful production trial, we moved to routine production and delivery of regular orders to the customer.

The quality of our steel is appealing to end users because of its strength, surface quality and formability.

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The largest end user for our steel products is the automotive industry in North America, which makes light vehicle production a key driver of demand.

During 2024, North American light vehicle production was 15.5 million units, down from 15.7 million units in 2023.

North American light vehicle production in 2025 and beyond is expected to remain above 15 million units annually.

During 2025, North American light vehicle production was 15.3 million units, down from 15.4 million units in 2024 and well below pre-COVID levels of approximately 17 million units.

North American light vehicle production in 2026 and beyond is expected to remain at or above 15 million units annually.

Additionally, the average age of light vehicles on the road in the U.S.

is at an all-time high of 12.8 years, which should support demand as older vehicles need to be replaced.

Furthermore, we expect the 25% tariff on imports of automobiles and certain automobile parts, which were implemented during 2025, to lead to increased demand for domestically produced vehicles that consume domestically made steel.

We also expect that a declining interest rate environment would increase demand for vehicles in the U.S.

as buyers have been cautious due to elevated interest rates.

As a leading supplier of automotive-grade steel in North America, we expect to benefit from healthy vehicle production levels over the coming years.

as consumers have been cautious due to elevated interest rates.

As a leading supplier of automotive-grade steel in the U.S., we expect to benefit from healthier domestic vehicle production over the coming years as we continue to be an established and reliable supplier.

Furthermore, during 2025, consumer demand for sport utility vehicles, trucks and crossovers continued to increase, while demand for smaller sedans and compact cars declined.

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In addition to benefiting from our exposure to consumers’ strong demand for larger vehicles, these vehicles also typically contain a higher volume of steel than smaller sedans and compact cars, providing us the opportunity to sell a higher volume of our steel products.

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Automotive manufacturers continue to explore opportunities to develop vehicles that are lighter in weight.

We collaborate with our automotive customers and their suppliers to develop innovative solutions using our developments in light weighting, efficiency, and material strength and formability across our extensive product portfolio, in combination with our automotive stamping and tube-making capabilities.

During 2023, we introduced an all steel battery box design utilizing various grades of AHSS for improved use for lower GHG emissions, to maintain light-weighting targets, and to gain cost benefits when compared to using alternative materials.

We collaborate with our automotive customers and their other suppliers to develop innovative solutions using our developments in light weighting, efficiency, and material strength and formability across our extensive product portfolio, in combination with our automotive stamping and tube-making capabilities.

We believe we offer steel products that are stronger, less expensive, have competitive weight savings, are easier to repair and are more environmentally friendly than alternative materials.

Automotive manufacturers have also been increasing their development of EVs in order to meet the growing customer adoption of EVs.

In addition, recent disruptions in the aluminum supply chain have begun to push auto manufacturers to source incremental steel from us.

During 2025, the car market saw record EV sales in the United States, with continued increased demand expected during 2026.

Many motors used in EVs being sold in the U.S.

today are imported from foreign suppliers, but more local sourcing and manufacturing of motors is expected to occur in the future.

As a leading producer in North America of high-efficiency NOES, which is a critical component of EV motors, we are positioned to potentially benefit from the growth of EVs going forward.

We believe our strong foundation in electrical steels and long-standing relationships with automotive manufacturers and their suppliers will provide us with an advantage in this market as it continues to grow and mature.

Likewise, the growing customer adoption of EVs may also increase demand for improvements in the electric grid to support higher demand for more extensive battery charging infrastructure, which our GOES could support.

The majority of our sales to the automotive market are under annual fixed price contracts.

As a leading producer in North America of high-efficiency NOES, which is a critical component of EV motors, we are positioned to potentially benefit from the growth of EV sales going forward.

We believe our strong foundation in electrical steels and long-standing relationships with automotive manufacturers and their other suppliers will provide us with an advantage in this market as it continues to grow and mature.

Likewise, growing customer adoption of EVs may also increase demand for improvements in the electric grid to support higher demand for more extensive battery charging infrastructure, which our GOES could support.

The majority of our sales to the automotive market are under annual or multi-year fixed price contracts.

INFRASTRUCTURE AND MANUFACTURING MARKET

We sell a variety of our steel products, including hot-rolled, cold-rolled, galvanized, plate, stainless, electrical and rail, to the infrastructure and manufacturing market.

This market includes sales to manufacturers of HVAC, appliances, power transmission

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and distribution transformers, storage tanks, ships, railcars, wind towers, machinery parts, heavy equipment, military armor and railway lines.

We sell a variety of our steel products, including hot-rolled, cold-rolled, galvanized, plate, stainless and electrical, to the infrastructure and manufacturing market.

This market includes sales to manufacturers of HVAC, appliances, power transmission and distribution transformers, border wall materials, storage tanks, ships, railcars, wind towers, machinery parts, heavy equipment and military armor.

Domestic construction activity and the replacement of aging infrastructure directly affect sales of steel to this market.

Federal legislation, including the Infrastructure and Jobs Act, the CHIPS Act and the Inflation Reduction Act, is expected to elevate demand for steel products related to renewable energy, as well as the modernization of the U.S.

electrical grid.

Our plate products can be used in windmills, which we estimate contain 130 metric tons of steel per megawatt of electrical generating capacity.

Additionally, we estimate solar panels consume 40 metric tons of steel per megawatt of electrical generating capacity.

We expect steel demand to grow, as tariffs support demand for domestically produced steel, end-user demand improves, interest rates continue to decline, and incremental steel demand stimulated by recent government legislation and manufacturing on-shoring is realized.

Sales to this end market are made under a combination of annual fixed price contracts, index-linked pricing arrangements and spot sales.

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Demand and pricing for this market can be highly dependent on a variety of factors, including global and domestic commodity steel production capacity, demand for manufactured goods, the price of scrap, the relative health of the global economy, the import and export levels of other steel producing nations, service center inventory management, the provisions of international trade agreements and fluctuations in international currencies.

The price for domestic HRC, the most significant index in driving the revenues and profitability of our Steelmaking segment, averaged $772 per net ton for 2024, compared to $906 per net ton in 2023.

The significant decline was a result of weaker than anticipated light vehicle production, the lowest domestic steel demand environment in 15 years, excluding the COVID-impacted year of 2020, and elevated import levels.

The price for domestic HRC, the most significant index in driving the revenues and profitability of our Steelmaking segment, averaged $851 per net ton for 2025, compared to $772 per net ton for 2024.

The significant increase was primarily driven by the implementation of steel tariffs, which help support domestic steel pricing and increase demand for domestically produced steel.

STEEL PRODUCERS MARKET

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FPT is one of the largest processors of prime scrap in the U.S.

Our scrap presence has developed further since acquiring FPT as we have leveraged our long-standing flat-rolled automotive and other customer relationships into recycling partnerships.

Our steelmaking operations consume a large portion of the ferrous scrap processed by FPT.

We also have third-party sales of ferrous and non-ferrous scrap.

The price of busheling scrap, a necessary input for flat-rolled steel production in EAFs in the U.S., averaged $429 per long ton during 2024, a 12% decrease from the prior year, but remained well above the historical ten-year average of approximately $400 per long ton.

The price of busheling scrap, a necessary input for flat-rolled steel production in EAFs in the U.S., averaged $424 per long ton during 2025, which remained well above the historical ten-year average of approximately $385 per long ton.

We expect the price of busheling scrap to remain elevated above historical averages in the coming years due to the continued decline of prime scrap generation and the growth of EAF capacity in the U.S., along with a push for expanded scrap use globally.

Third-party slab sales are also a large component of sales to this market, which are primarily made under a long-term supply agreement that was initiated in connection with the closing of the AM USA Transaction.

Production from our iron ore mines is predominantly consumed by our steelmaking operations.

During 2024 and 2023, we sold 2 million and 4 million long tons of iron ore products, respectively, to third parties from our share of production from our iron ore mines.

The merchant portion of our iron ore pellet production is sold pursuant to long-term supply agreements or through spot contracts.

Third-party slab sales were historically a large component of sales to this market, which were primarily made under a long-term supply agreement that was initiated in connection with the closing of the AM USA Transaction.

Under the terms of the contract, we supplied approximately 1.5 million tons of slab annually, with pricing directly linked to the Brazilian slab export price, which was negatively impacted in 2025 by tariffs.

The contract expired on December 9, 2025, and we have since shifted sales to products with higher profit margins.

APPLIED TECHNOLOGY, RESEARCH AND DEVELOPMENT

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As part of our underlying strategy to maintain and improve our product, service and technical capabilities, research and innovation spend totaled $22 million and $27 million in 2025 and 2024, respectively.

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As a leading supplier of steel to the automotive industry in North America, it is important that we maintain our world-class research and development team to expand our capabilities and bring new steel products to the marketplace.

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We expect our research and development capabilities to support us in efforts to remain a leading supplier to the automotive industry as automotive manufacturers continue to pursue EVs, lighter weight vehicles and other advancements in vehicle capabilities.

A prime example of our ability to help our customers through research and development can be seen in the support and products we offer automotive manufacturers in their continued development of all types of EVs to meet the growing consumer demand.

During 2023, we introduced our C-STAR™ protection design, which was developed for the purpose of providing EV battery protection for improved safety performance and can be used in any type of light vehicle.

We also introduced an all-steel battery box design utilizing various grades of AHSS for safety performance and lower GHG emissions, to maintain light-weighting targets,

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and to gain cost benefits when compared to using alternative materials.

We are also a leading producer in North America of high-efficiency NOES, which is a critical component of EV motors.

Our MOTOR-MAX® NOES product line is used for high frequency motors and generators.

Our ongoing innovation efforts showcase the advanced technical capabilities behind our world-class GOES products, which are essential in transformer production across North America.

As the only remaining supplier of GOES in the region, we are committed to enhancing our products and driving reductions in core energy losses of transformers and motors, which is critical for our customers to produce the most efficient transformers globally.

This leadership in GOES technology enables us to supply steel for domestically sourced transformers vital for large-scale power generation and electricity distribution.

Our Steelmaking segment primarily competes with domestic and foreign producers of flat-rolled carbon, plate, stainless, rail and electrical steel, carbon and stainless tubular products, aluminum, carbon fiber, concrete and other materials that may be used as a substitute for flat-rolled steels in manufactured products.

A prime example of our ability to help our customers through research and development occurred during the fourth quarter of 2025, when we successfully completed a production trial in collaboration with a major automotive customer, where our steel was stamped into exposed parts with no defects using the customer's existing aluminum-forming equipment.

The trial marked a significant milestone in demonstrating that our steel can effectively replace aluminum in critical automotive applications without the need for costly retooling.

Our ongoing innovation efforts showcase the advanced technical capabilities behind our world-class products.

Our Steelmaking segment primarily competes with domestic and foreign producers of flat-rolled carbon, plate, stainless and electrical steels, carbon and stainless tubular products, aluminum, carbon fiber, concrete and other materials that may be used as a substitute for flat-rolled steels in manufactured products.

Our Tooling and Stamping and Tubular Components businesses both compete against other niche downstream business in highly fragmented markets.

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at unfair discounts and the oversupply of steel products within the domestic market from both domestic and foreign competition.

In many cases, we use fixed price contracts to reduce volatility from market pricing.

Our fixed price contracts provide us stability on a large portion of our business when market pricing is volatile.

During 2025, President Trump implemented 50% Section 232 tariffs on steel imports from all major steel producing countries, which we believe will support a healthy domestic steel industry for years to come.

Additionally, we utilize fixed price contracts to reduce volatility from market pricing, which provides us stability on a large portion of our business when market pricing is volatile.

Price, quality, on-time delivery, customer service, technical expertise, and product innovation are the primary competitive factors in the steel industry and vary in importance according to the product category and customer requirements.

Steel producers that sell to the automotive market are required to meet strict and high-quality product specifications that demand strong technical capabilities, investment in capital and other resources to manage inventory, customer service, and research and development.

As a leading supplier of steel to the automotive industry in North America, we continue to meet all the requirements needed to serve the automotive industry and maintain our position as an industry leader going forward.

As a leading supplier of steel to the automotive industry in North America, we continue to meet all the requirements needed to serve the automotive industry and maintain or increase our position as an industry leader going forward.

Significant capital investments in equipment, technology and other resources that would effectively replicate our processes would be required for certain competitors to meet all the demands required of the automotive industry.

The steel industry has faced competition from aluminum manufacturers (and, to a lesser extent, other materials) as automotive manufacturers attempt to develop vehicles that are lighter in weight.

To address automotive manufacturers’ light weighting needs that the aluminum industry is targeting, we have developed AHSS grades that we believe provide weight savings similar to aluminum, while being stronger, less costly, easier to repair, more sustainable and more environmentally friendly.

To address automotive manufacturers’ light weighting needs that the aluminum industry is targeting, we have developed advanced high-strength steel grades that we believe provide weight savings similar to aluminum, while being stronger, less costly, easier to repair, more sustainable and more environmentally friendly.

Aluminum penetration has been primarily limited to specific automotive applications, such as outer panels and closures, rather than entire body designs.

In addition, our automotive customers who continue to use steel, as opposed to aluminum and other alternative materials, are able to avoid the significant capital expenditures required to re-tool their manufacturing processes to accommodate the use of non-steel materials.

In addition, our automotive customers who continue to use steel, as opposed to aluminum and other alternative materials, are able to depend on a more reliable supply chain in comparison to aluminum, which experienced major supply chain disruptions in 2025, including 50% tariffs and a major fire at a U.S.-based aluminum producer.

EAFs comprise over 70% of steel production and more than 50% of flat-rolled steel production in the U.S.

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The additional capacity from domestic EAF competition could displace imports as the U.S.

is still the largest net importer of steel in the world, and domestically produced steel is generally more environmentally friendly than imported steel.

remains the largest net importer of steel in the world, and steel tariffs implemented by President Trump should support healthy demand for domestically produced steel for years to come.

Domestic steel producers can face significant competition from foreign producers.

In certain instances, these foreign producers are often able to sell products in the U.S.

In certain instances, these foreign producers are able to sell products in the U.S.

at prices substantially lower than domestic producers.

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and preferential trade practices in their home countries.

In 2024, finished steel imports increased 4% compared to the prior year as HRC price spreads between the U.S.

and other regions were elevated at certain points of the year.

Disparity between domestic and foreign steel prices or modifications to trade policies on imported steel by government authorities could directly or indirectly impact import levels in the future.

During 2025, President Trump implemented 50% steel tariffs on all major steel producing countries to combat unfair competition from foreign steel producers and support a healthy domestic steel industry.

The USMCA melted and poured requirements further mitigate the impact of imported steel by ensuring that qualifying products are produced from steel melted and poured within North America, thereby limiting the use of foreign substrate.

In 2025, finished steel imports decreased 17% compared to the prior year, as the tariffs made imports less attractive.

Disparity between domestic and foreign steel prices or modifications to trade policies on imported steel by government authorities could directly or

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indirectly impact import levels in the future.

Import levels are also affected to varying degrees by the relative level of steel production in China and other countries, the strength of demand for steel outside the U.S., and the relative strength or weakness of the U.S.

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Imports of finished steel into the U.S.

accounted for 23% of domestic steel market consumption in 2024.

accounted for 18% of domestic steel market consumption in 2025, down from 23% in 2024.

We continue to provide significant pension and healthcare benefits to a greater number of our retirees compared to certain other domestic and foreign steel producers that do not provide such benefits to any or most of their retirees, which impacts our overall cost of production relative to certain other steelmakers.

However, we have taken a number of actions to reduce pension and healthcare benefits costs, including proactively renegotiating lower healthcare premiums, negotiating progressive labor agreements, transferring responsibility for healthcare benefits for various groups of retirees to VEBAs, offering voluntary lump-sum

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settlements to pension plan participants and lowering retiree benefit costs for salaried employees.

These actions have not only reduced some of the risks associated with our pension funding obligations, but more importantly have reduced our risk exposure to performance of the financial markets, which is a principal driver of pension funding requirements.

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There are, however, several notable proposed or recently promulgated rulemakings or activities that could have a material adverse impact on our facilities in the future depending on their ultimate outcome:

changes to National Emission Standards for Hazardous Air Pollutants in the taconite, integrated iron and steel, and coke sectors;

changes to National Emission Standards for Hazardous Air Pollutants in the taconite, integrated iron and steel, lime, and coke sectors;

climate change and GHG regulations;

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and efforts to reduce SO 2 levels at steel plants in Canada.

NESHAPS FOR TACONITE, INTEGRATED IRON AND STEEL, AND COKE CATEGORIES

NESHAPS FOR TACONITE, INTEGRATED IRON AND STEEL, LIME, AND COKE CATEGORIES

Under the Clean Air Act, within eight years after promulgating National Emissions Standards for Hazardous Air Pollutants (NESHAPS) in industry-specific categories, the EPA must review the standards to determine whether they continue to protect human health with an ample margin of safety and protect against adverse environmental effects.

In addition, the EPA is required to review and revise the standard every eight years to account for improvements in HAP control technology or methods.

The EPA has worked with the taconite, integrated iron and steel, and coke industries for years to collect data in order to recalculate the risk from HAP emissions from each category and to address whether new technologies existed in those sectors.

The EPA has worked with the taconite, integrated iron and steel, lime, and coke industries for years to collect data in order to recalculate the risk from HAP emissions from each category and to address whether new technologies existed in those sectors.

The EPA determined that the risk from the sources in these categories was acceptable.

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In March 2024, the EPA finalized amendments to the integrated iron and steel sector rule that contain numerous new emission limits and work practices for blast furnaces, BOF operations, slag processing and sintering operations.

Lastly, for the coke and lime sectors, the EPA finalized new limits and other requirements in May 2024 and July 2024, respectively.

In August 2024, the EPA granted partial reconsideration of the final integrated iron and steel sector rule and expressed its intent to issue technical corrections.

Lastly, for the coke sector, the EPA finalized new limits and other requirements in May 2024.

Reconsideration is ongoing.

These rules have compliance obligations starting in 2027.

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We have filed Petitions for Administrative Reconsideration and Stay to the EPA and Petitions for Judicial Review and Stay of each of these rules.

If the EPA or the courts uphold any of the rules in their current form, the impact could be material.

In March 2025, the EPA announced the reconsideration of these rules as part of a broader deregulatory initiative.

In addition, compliance deadlines for the taconite sector and coke rules were extended for two years through Presidential exemptions.

However, if the EPA or the courts uphold any of the rules in their current form, the impacts on us could be material.

CLIMATE CHANGE AND GREENHOUSE GAS REGULATIONS

Continued attention to issues concerning climate change, the role of human activity in affecting climate change, and potential mitigation through regulation and legislation may have a material impact on our customers and suppliers, our operations and financial results in the future.

Policymakers are evaluating or developing carbon regulation at all levels of government.

Policymakers are evaluating, developing or reconsidering carbon regulation at all levels of government.

Additionally, international treaties or agreements, such as the Paris Agreement, may influence legislative and regulatory decisions in the U.S.

Potential climate-related regulations and legislation that could impact our business include reporting obligations, such as the climate accountability package enacted in California in late 2023, mandatory carbon reductions, carbon

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pricing mechanisms and trade policies, such as the federal and provincial carbon pricing programs in Canada, the European Union's Carbon Border Adjustment Mechanism (which entered into its transitional phase late in 2023), and climate-related procurement and product labeling requirements.

Potential domestic and international climate-related regulations and legislation that could impact our business include climate-related reporting obligations, mandatory GHG emissions reductions, carbon pricing mechanisms and trade policies, such as the federal and provincial carbon pricing programs in Canada and the European Union's Carbon Border Adjustment Mechanism, and climate-related procurement and product labeling requirements.

The dynamic outlook for these potential regulations limits our ability to quantify the long-term net impacts of potential carbon compliance costs to our operations.

In the absence of comprehensive federal carbon legislation, numerous state, regional and federal regulatory initiatives are under development or are becoming effective, thereby creating a disjointed approach to GHG emissions limitations, potential carbon pricing and climate-related procurement activities.

We intend to remain active in the discussions related to these legislative and regulatory changes.

In the absence of comprehensive federal carbon legislation, numerous state, regional and other regulatory initiatives are under development or are becoming effective, thereby creating a disjointed approach to GHG emissions limitations, potential carbon pricing and climate-related procurement activities.

We intend to remain active in the discussions related to these evolving legislative and regulatory changes.

Our exposure on this issue includes both the direct and indirect financial risks associated with the regulation of GHG emissions, as well as potential physical risks associated with climate change adaptation.

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and Canada may benefit from less stringent climate-related requirements, providing those foreign competitors with a cost advantage on their products.

Due to potential carbon restriction schemes, our businesses and customer base could suffer negative financial impacts over time as a result of increased energy, environmental and other costs to comply with the limitations that could be imposed on GHG emissions.

We believe our exposure can be reduced by numerous factors, including engaging with relevant stakeholders and policymakers on potential GHG regulation and legislation;

emissions reduction opportunities, such as energy efficiency, industrial electrification of process heating, carbon capture, utilization and sequestration, renewable energy and fuel flexibility, such as hydrogen;

and other efficiency-improving material inputs, products and technologies.

We believe our exposure can be reduced by numerous factors, including engaging with relevant stakeholders and policymakers on potential GHG regulation and legislation and emissions reduction opportunities, such as energy efficiency, emerging emissions reduction technologies, and other efficiency-improving material inputs, products and technologies.

CHANGES TO NATIONAL AMBIENT AIR QUALITY STANDARDS FOR PARTICULATE MATTER

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This standard became effective in May 2024, potentially impacting air permitting and requiring additional emission reductions for existing operations.

The potential changes to air pollution control equipment or operations needed to comply with the new particulate matter standard at our operations are not known at this time, and the potential cost is not estimable but could be material.

Many entities appealed the final rule, and a decision is pending.

The potential changes to air pollution control equipment or operations needed to comply with the new particulate matter standard at our operations are not known at this time and the potential cost is not estimable.

If the rule is not amended or rescinded by the EPA or the courts uphold the rule in its current form, the impact on us could be material.

CHANGES TO OZONE REGULATIONS

In 2023, the EPA finalized new standards under its ozone transport authority for nitrogen oxide (an ozone precursor) on various industries (including the steel and iron ore sectors) that operate in specific states, including numerous states where we operate (Illinois, Indiana, Michigan, Ohio, Pennsylvania and West Virginia).

In 2023, the EPA finalized new standards under its ozone transport authority for nitrogen oxide (an ozone precursor) on various industries (including the steel and iron ore sectors) that operate in specific states, including numerous states where we operate (Indiana, Michigan, Minnesota, Ohio, Pennsylvania and West Virginia).

In June 2024, the U.S.

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Our Middletown, Cleveland, Indiana Harbor and Burns Harbor facilities are located in counties designated as not attaining the ozone ambient air quality standard.

We are working with the state regulatory agencies to assess if there are any reasonably available and economically feasible emission control technologies for applicable emission sources, including boilers, reheat furnaces and other large fuel combustion sources.

The potential changes to air pollution control equipment or operations are not known at this time, and the potential cost is not estimable until the nitrogen oxide regulations are promulgated.

We are working with the state regulatory agencies to request modifications to the attainment standard by the EPA based on technical data.

In addition, state regulatory agencies have established new emission standards for applicable emission sources, including boilers, reheat furnaces and other large fuel combustion sources.

We estimate that the potential changes to comply with the new ozone requirements would cost us $8 million in 2026, and we could incur additional capital investment in the future should additional reductions be required to maintain the regional ambient air quality below the standard.

SELENIUM DISCHARGE REGULATION

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We are continuing to assess and develop potential cost effective and sustainable selenium treatment technologies.

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In July 2016, the EPA published new selenium fish tissue limits and lower lentic and lotic water column concentration criteria, which may someday increase the cost for treatment should the Michigan Department of Environment, Great Lakes and Energy adopt these new standards in lieu of the existing limits required by the Great Lakes Water Quality Initiative.

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The impact of these potential obligations is currently not estimable.

However, if we are required to significantly reduce sulfate concentrations in any discharges, financial impacts could be material.

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However, if we are required to significantly reduce sulfate concentrations in any discharges, the financial impacts on us could be material.

MINNESOTA'S MERCURY REDUCTION RULES

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This determination was based on detailed engineering analysis and research testing.

In January 2023, MPCA responded that certain technologies may be appropriate, and MPCA requested submission of revised Mercury Reduction Plans from the facilities, which are still under development.

Potential impacts are not estimable at this time because the revised Mercury Reduction Plans remain under development.

In June 2025, we provided updated Mercury Reduction Plan submittals for our United, Hibbing and Minorca mines to MPCA in response to the MPCA's request for additional information.

The potential impacts are not estimable at this time because the revised Mercury Reduction Plans remain under MPCA's review.

REDUCTION OF SO 2 LEVELS AT STEEL PLANTS IN CANADA

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In addition to environmental laws and regulations, we are subject to various laws and regulations around the world.

For example, changes in trade regulations, including tariffs or other import or export restrictions, could lead to lower or more volatile global steel prices, impacting our profitability.

For example, changes in trade regulations, including tariffs or other import or export restrictions, could lead to more volatile global steel prices, impacting our profitability.

In addition, health and safety regulations, including OSHA and MSHA regulations, have necessitated, and may continue to necessitate, increased operating costs or capital investments to promote a safe working environment.

We comply with complex foreign and U.S.

laws and regulations, which may include the Foreign Corrupt Practices Act and other anti-bribery laws, the European Union’s General Data Protection Regulation and other U.S.

Our businesses are subject to other complex foreign and U.S.

laws and regulations, including the Foreign Corrupt Practices Act and other anti-bribery laws, the European Union’s General Data Protection Regulation and other U.S.

and foreign privacy regulations, and transportation and logistics regulations.

The laws and regulations noted above, as well as other applicable laws and regulations, or the manner in which they are interpreted or enforced, may require us to make material investments in the form of additional processes, training and capital, among other things.

The laws and regulations noted above, as well as other applicable laws and regulations, or the manner in which they are interpreted or enforced, may adversely impact our earnings by increasing our costs and may require us to make material investments in the form of additional processes, training and capital, among other things.

For a discussion of the risks associated with certain applicable laws and regulations, see Part I – Item 1A.

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For example, generally, in our integrated steelmaking facilities, we consume approximately 1.4 net tons of coal to produce one net ton of coke.

The process to produce one ton of raw steel (generally defined as a carbon slab) requires approximately 1.4 net tons of iron ore pellets and/or HBI pellet equivalents, 0.3 to 0.4 net tons of coke and 0.3 net tons of steel scrap or scrap substitutes.

The process to

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produce one ton of raw steel (generally defined as a carbon slab) requires approximately 1.4 net tons of iron ore pellets and/or HBI pellet equivalents, 0.3 to 0.4 net tons of coke and 0.3 net tons of steel scrap or scrap substitutes.

At normal operating levels, we also consume approximately 5 to 6 MMBtu’s of natural gas per net ton of raw steel produced, prior to rolling, finishing and further processing.

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While these estimated consumption amounts are presented to give a general sense of raw material and energy consumption used in our steel production, substantial variations may occur.

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We own or co-own five active iron ore mines in Minnesota and Michigan.

Based on our ownership in these mines, our share of annual rated iron ore production capacity is approximately 29 million long tons, which supplies the vast majority of the iron ore needed for our steelmaking operations.

While our Tilden, Northshore and United mines were fully operational as of December 31, 2025, our Minorca mine and a portion of our Hibbing mine were indefinitely idled.

Accordingly, our ownership share of annual rated iron ore production capacity, as of December 31, 2025, was approximately 20.1 million long tons, which supplies the vast majority of the iron ore needed for our steelmaking operations.

Additionally, Stelco has a multi-year supply agreement to meet its iron ore pellet requirements and is party to an option agreement providing it with the ability to purchase a 25% ownership interest in the MinnTac iron ore mine, located in Mt.

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We have an annual capacity of 1.9 million metric tons of HBI.

Refer to Part I - Item 2.

Properties for additional information regarding our HBI operations.

COKE AND COAL

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These facilities currently provide more than half of the coke requirements for our steelmaking operations and have an annual rated capacity of 4.0 million net tons.

Additionally, we have coke supply agreements with suppliers that provide our remaining requirements.

Additionally, we have third-party coke supply agreements that fulfill our remaining requirements.

Our purchases of coke are made under annual or multi-year agreements with periodic price adjustments.

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Refer to Part I - Item 2.

Properties for additional information.

Properties for additional information regarding our coal mining and cokemaking operations.

We own the assets of FPT, which provides us sourcing and processing capabilities for both prime and obsolete scrap.

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We believe that supplies of additional steel scrap to meet the needs of our steelmaking operations are readily available from outside sources at competitive market prices.

Refer to Part I - Item 2.

Properties for additional information regarding our steel scrap operations.

OTHER MATERIALS

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Some of our operations also use self-generated coke oven gas and/or blast furnace gas to produce electricity, which is an environmentally-friendly practice that also reduces our need to purchase electricity from external sources.

Additionally, we closely monitor developments at the state and federal levels that could impact electricity availability or cost and incorporate such changes into our electricity supply strategy in order to maintain reliable, low-cost supply.

We also are currently contracting for the increased use of renewable energy to complement our existing supply, which is anticipated to reduce our emissions profile.

Additionally, we closely monitor developments at the state and federal levels that could impact electricity

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availability or cost and incorporate such changes into our electricity supply strategy, such as the use of renewable energy, as part of our efforts to maintain reliable, low-cost supply.

We believe there is an adequate supply of competitively priced electricity to fulfill our requirements.

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We believe we have access to adequate supplies of industrial gases and diesel fuel to meet our needs.

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HUMAN CAPITAL

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We are proud to report that we successfully renegotiated all of our open labor agreements during 2025 without any difficulty or disruption.

We expect to continue productive dialogue with our labor partners into 2026 as a number of our site agreements reach expiration and will be renegotiated.

This positive partnership with our unions helps us remain competitive for talent and protects our customers and their supply chains from disruptions due to labor disagreements.

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and that offer choice so they can customize their benefits to meet their needs and the needs of their families.

DIVERSITY, EQUITY AND INCLUSION

We continue to foster a culture of diversity, equity and inclusion at Cliffs.

POSITIVE WORKPLACE CULTURE

Through our OneCliffs Way of Doing Business (our Code of Business Conduct and Ethics), we outline our Core Values, which include Trust, Respect and Open Communication.

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During 2025, our Total Reportable Incident Rate (including contractors) was 0.8 per 200,000 hours worked.

Refer to Exhibit 95 Mine Safety Disclosures for mine safety information required in accordance with Section 1503(a) of the Dodd-Frank Act.

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Refer to Exhibit 95 Mine Safety Disclosures for mine safety information required in accordance with Section 1503(a) of the Dodd-Frank Act.

AVAILABLE INFORMATION

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In addition, our website allows investors and other interested persons to sign up to receive automatic email alerts when we post news releases and financial information on our website.

We also make available, free of charge, the charters of the Audit Committee, Strategy and Sustainability Committee, Governance and Nominating Committee, and Compensation and Organization Committee, the Corporate Governance Guidelines adopted by our Board of Directors, as well as the Code of Business Conduct and Ethics.

We also make publicly available, free of charge, the charters of the Audit Committee, Compensation and Organization Committee, Governance and Nominating Committee, and Strategy and Sustainability Committee, the Corporate Governance Guidelines adopted by our Board of Directors, as well as our Code of Business Conduct and Ethics.

These documents are available through our investor relations page on our website at www.clevelandcliffs.com .

The SEC filings are available by selecting “Investors” and then “SEC Filings,” and corporate governance materials are available by selecting "Investors" and then “Governance” for the Board Committee Charters, the Corporate Governance Guidelines, and the Code of Business Conduct and Ethics.

The SEC filings are available by selecting “Investors,” and then “SEC Filings,” and corporate governance materials are available by selecting “Investors” then “Governance” and then “Governance Documents” for the Board Committee Charters, the Corporate Governance Guidelines, and the Code of Business Conduct and Ethics.

References to our website or the SEC’s website do not constitute incorporation by reference of the information contained on such websites, and such information is not part of this Annual Report on Form 10-K.

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and Vice President, Treasurer (January 2018 – March 2020).

Terry Fedor 60 Executive Vice President, Operations (October 2022 – present);

Terry Fedor 61 Executive Vice President, Engineering & Technology (October 2025 – present);

Executive Vice President, Operations (October 2022 – October 2025);

Executive Vice President, Operations, East (September 2021 – October 2022);

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and Executive Vice President, Operations (February 2019 – March 2020).

Traci Forrester 53 Executive Vice President, Environmental & Sustainability (May 2021 – present);

Executive Vice President, Business Development (May 2019 – May 2021);

and Vice President, Deputy General Counsel & Assistant Secretary (January 2018 – May 2019).

James Graham 60 Executive Vice President, Chief Legal and Administrative Officer & Secretary (January 2024 – present);

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Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 1. Business