What changed in this filing

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Item 8. Financial Statements and Supplementary Data

2026-02-09 compared with 2025-02-25 · 264 added, 247 removed, 1521 unchanged (25% of the section changed)

37 unchanged sentences

Capital in excess of par value of shares 5,736 4,758

Retained earnings 979 1,733

Retained earnings (deficit) ( 529 ) 949

Cost of 36,292,287 common shares in treasury (2024 - 37,102,625 shares)

27 unchanged sentences

Net periodic benefit credits other than service cost component 223 247 204

Other non-operating income (loss) ( 37 ) 5 ( 4 )

Changes in fair value of derivatives, net

( 45 ) ( 41 ) —

Other non-operating income 1 4 5

Total other expense ( 425 ) ( 187 ) ( 80 )

2 unchanged sentences

Income (loss) from continuing operations ( 1,423 ) ( 714 ) 435

Income from discontinued operations, net of tax — 1 3

Income (loss) from discontinued operations, net of tax ( 5 ) — 1

Net income (loss) ( 1,428 ) ( 714 ) 436

21 unchanged sentences

Changes in foreign currency translation 87 ( 70 ) 1

Total other comprehensive income (loss) ( 120 ) ( 173 ) 1,212

Total other comprehensive loss ( 45 ) ( 120 ) ( 173 )

Comprehensive income (loss) ( 1,473 ) ( 834 ) 263

10 unchanged sentences

Net income (loss) $ ( 1,428 ) $ ( 714 ) $ 436

Adjustments to reconcile net income (loss) to net cash provided by operating activities:

Adjustments to reconcile net income (loss) to net cash provided (used) by operating activities:

Depreciation, depletion and amortization 1,235 951 973

1 unchanged sentence

Deferred income taxes ( 506 ) ( 196 ) 110

Restructuring and other charges

Asset impairment

Goodwill impairment

Other 87 277 76

6 unchanged sentences

Other, net ( 18 ) 44 ( 130 )

Net cash provided by operating activities 105 2,267 2,423

Net cash provided (used) by operating activities ( 462 ) 105 2,267

INVESTING ACTIVITIES

1 unchanged sentence

Acquisition of Stelco, net of cash acquired — ( 2,512 ) —

Acquisition of FPT, net of cash acquired — — ( 31 )

Proceeds from sale of business 53 — 35

Other investing activities 29 ( 5 ) 20

2 unchanged sentences

Repurchase of common shares — ( 733 ) ( 152 )

Proceeds from issuance of common shares

Proceeds from issuance of debt 1,983 3,221 750

24 unchanged sentences

December 31, 2022 513.3 $ 66 $ 4,871 $ 1,324 $ ( 310 ) $ 1,830 $ 251 $ 8,032

Comprehensive income — — — 1,335 — 1,212 41 2,588

Comprehensive income (loss) — — — 385 — ( 173 ) 51 263

Stock and other incentive plans 2.0 — ( 10 ) — 33 — — 23

1.500% 2025 Convertible Senior Notes redemption 24.2 3 ( 28 ) — — — — ( 25 )

Common share repurchases ( 12.5 ) — — — ( 240 ) — — ( 240 )

Common share repurchases, net of excise tax ( 10.4 ) — — — ( 153 ) — — ( 153 )

Net distributions to noncontrolling interests — — — — — — ( 67 ) ( 67 )

1 unchanged sentence

Comprehensive income (loss) — — — ( 760 ) — ( 120 ) 46 ( 834 )

Acquisition of Stelco 25.9 — ( 130 ) — 473 — — 343

Stock and other incentive plans 1.0 — 27 — 18 — — 45

3 unchanged sentences

Comprehensive income (loss) — — — ( 1,478 ) — ( 45 ) 50 ( 1,473 )

Acquisition of Stelco 25.9 — ( 130 ) — 473 — — 343

Issuance of common shares 75.0 10 941 — — — — 951

Stock and other incentive plans 0.9 — 37 — 17 — — 54

Common stock repurchases, net of excise tax ( 37.9 ) — — — ( 737 ) — — ( 737 )

Net distributions to noncontrolling interests — — — — — — ( 76 ) ( 76 )

28 unchanged sentences

Our investment in affiliates of $ 132 million and $ 131 million as of December 31, 2025 and 2024, respectively, was classified in Other non-current assets.

CORRECTION OF AN IMMATERIAL ERROR

During the third quarter of 2025, we identified an immaterial error related to our accrual for certain employment costs, resulting in an understatement of Costs of goods sold in prior periods.

Prior periods affected include the interim periods ended March 31, 2025 and June 30, 2025, and the interim and annual periods during the years 2022, 2023 and 2024.

For the years ended December, 31, 2023 and 2024, Costs of goods sold was increased by $ 18 million and $ 7 million, respectively, to adjust for the error.

These adjustments were partially offset by related income tax effects that resulted in an increase to Income tax benefit of $ 4 million and $ 1 million for the years ended December 31, 2023 and 2024, respectively.

As of December 31, 2024, Accrued employment costs , Deferred income taxes , and Retained earnings (deficit) were adjusted by $ 39 million, $ 9 million and $ 30 million, respectively.

Any related impact to cash flows was limited to captions within operating activities.

Related changes to financial statement subtotals and related disclosures within the notes accompanying these financial statements reflect the correction of the error.

Management has evaluated the quantitative and qualitative considerations of the error and determined that the related impact was not material to the results of operations, financial position, or cash flows for any historical annual or interim period.

SIGNIFICANT ACCOUNTING POLICIES

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Actual results could differ from estimates.

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Management reviews its estimates on an ongoing basis.

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Any adjustment that arises from information obtained that did not exist as of the date of the acquisition will be recorded in the period the adjustment arises.

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CASH, CASH EQUIVALENTS, AND RESTRICTED CASH

24 unchanged sentences

For derivative instruments that have not been designated as cash flow hedges, changes in fair value are recorded in the period of the instrument's earnings or losses.

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PROPERTY, PLANT AND EQUIPMENT

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Goodwill is not amortized for financial statement purposes.

Goodwill is tested on a qualitative or quantitative basis for impairment at the reporting

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unit level on an annual basis on October 1 and between annual tests if an event occurs or circumstances change that would more likely than not reduce the fair value of a reporting unit below its carrying value.

Goodwill is tested on a qualitative or quantitative basis for impairment at the reporting unit level on an annual basis on October 1 and between annual tests if an event occurs or circumstances change that would more likely than not reduce the fair value of a reporting unit below its carrying value.

We have an unconditional option to bypass the qualitative test for any reporting unit in any period and proceed directly to performing the quantitative test.

24 unchanged sentences

The classification of assets and liabilities within the valuation hierarchy is based upon the lowest level of input that is significant to the fair value measurement in its entirety.

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PENSION AND OTHER POSTRETIREMENT BENEFITS

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The expected return on plan assets is calculated on a plan-by-plan basis using each plan's strategic asset allocation and our expected long-term capital market return assumptions.

Service costs are classified within Cost of goods sold, Selling, general and administrative expenses and Miscellaneous – net while the interest cost, expected return on assets,

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amortization of prior service costs/credits, net actuarial gain/loss, and other costs are classified within Net periodic benefit credits other than service cost component.

Service costs are classified within Cost of goods sold, Selling, general and administrative expenses and Miscellaneous – net while the interest cost, expected return on assets, amortization of prior service costs/credits, net actuarial gain/loss, and other costs are classified within Net periodic benefit credits other than service cost component.

Cumulative actuarial gains and losses will be amortized to expense using the corridor method, where gains and losses are recognized if they exceed 10% of the greater of the fair value of plan assets or the plans' benefit obligations.

24 unchanged sentences

REPAIRS AND MAINTENANCE

Repairs, maintenance and replacement of components are expensed as incurred.

Repairs, maintenance and replacement of minor components are expensed as incurred.

The cost of major equipment overhauls is capitalized and depreciated over the estimated useful life, which is the period until the next scheduled overhauls.

All other planned and unplanned repairs and maintenance costs are expensed when incurred.

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Income taxes are based on income for financial reporting purposes, calculated using tax rates by jurisdiction, and reflect a current tax liability or asset for the estimated taxes payable or recoverable on the current year tax return and expected annual changes in deferred taxes.

7 unchanged sentences

Accounting for uncertainty in income taxes recognized in the financial statements requires that a tax benefit from an uncertain tax position be recognized when it is more likely than not that the position will be sustained upon examination, including resolutions of any related appeals or litigation processes, based on technical merits.

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FOREIGN CURRENCY

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ACCOUNTING PRONOUNCEMENTS - ISSUED AND ADOPTED

In September 2022, the FASB issued ASU No.

2022-04, Liabilities - Supplier Finance Programs (Subtopic 405-50):

Disclosure of Supplier Finance Program Obligations .

This guidance requires annual and interim disclosure of the key terms of outstanding supplier finance programs and a roll-forward of the related obligations.

The new standard does not affect the recognition, measurement or financial statement presentation of the supplier finance program obligations.

At December 31, 2023, we had adopted this standard, with the exception of the roll-forward disclosure requirement, which was adopted as of December 31, 2024.

Refer to NOTE 2 - SUPPLEMENTARY FINANCIAL STATEMENT INFORMATION for further information.

In November 2023, the FASB issued ASU No.

2023-07, Segment Reporting (Topic 280):

Improvements to Reportable Segment Disclosures .

This guidance requires additional annual and interim disclosures for reportable segments.

This new standard does not affect the recognition, measurement or financial statement presentation.

As of December 31, 2024, we have adopted this standard and applied the amendment retrospectively to all prior periods presented.

Refer to NOTE 5 - SEGMENT REPORTING for further information.

ACCOUNTING PRONOUNCEMENTS - ISSUED AND NOT EFFECTIVE

In December 2023, the FASB issued ASU No.

3 unchanged sentences

This new standard does not affect the recognition, measurement or financial statement presentation.

The amendments are effective for fiscal years beginning after December 15, 2024.

As of December 31, 2025, we had adopted this standard and applied the amendment prospectively.

Refer to NOTE 11 - INCOME TAXES for further information.

ACCOUNTING PRONOUNCEMENTS - ISSUED AND NOT EFFECTIVE

In November 2024, the FASB issued ASU No.

14 unchanged sentences

Inventories $ 4,772 $ 5,094

The excess of current cost over LIFO cost of iron ore inventories was $ 142 million and $ 131 million at December 31, 2024 and 2023, respectively.

As of December 31, 2024, the product inventory balance for iron ore inventories increased, resulting in a LIFO increment in 2024.

The effect of the inventory build was an increase in Inventories of $ 64 million on the Statements of Consolidated Financial Position for the year ended December 31, 2024.

The excess of current cost over LIFO cost of iron ore inventories was $ 158 million and $ 142 million as of December 31, 2025 and 2024, respectively.

As of December 31, 2025, the product inventory balance for iron ore inventories decreased, resulting in a LIFO decrement in 2025.

The effect of the inventory reduction was an increase in Cost of goods sold of $ 57 million on the Statements of Consolidated Operations for the year ended December 31, 2025.

As of December 31, 2024, the product inventory balance for iron ore inventories increased, resulting in a LIFO increment in 2024.

20 unchanged sentences

Supply chain finance obligations as of December 31 $ 73 $ 76

WEIRTON INDEFINITE IDLE

On February 15, 2024, we announced the indefinite idle of our tinplate production plant located in Weirton, West Virginia.

As of December 31, 2024, we have incurred $ 210 million of charges related to the idle and estimate that we will incur nominal future charges to Restructuring and other charges .

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The following table represents a reconciliation of our accrued liabilities related to the Weirton indefinite idle:

INDEFINITELY IDLED FACILITIES

The following table represents a reconciliation of our accrued liabilities related to the discontinuation of certain product lines resulting from the indefinite idling of our Steelton rail production facility and Weirton tinplate production facility:

(In millions) Employee-Related Costs Exit Costs Asset Impairment Total

4 unchanged sentences

Balance as of December 31, 2024 $ 56 $ 15 $ — $ 71

1 Of the $ 210 million of cost incurred, $ 129 million was recorded in Restructuring and other charges, $ 79 million was recorded in Asset impairments and $ 2 million was recorded in Net periodic benefit credits other than service cost component .

Costs incurred 2

Cash payments ( 45 ) ( 39 ) — ( 84 )

Non-cash — — ( 39 ) ( 39 )

Balance as of December 31, 2025

$ 70 $ 8 $ — $ 78

1 Of the $ 210 million of cost incurred, $ 129 million was recorded in Restructuring and other charges, $ 79 million was recorded in Asset impairment and $ 2 million was recorded in Net periodic benefit credits other than service cost component .

2 Of the $ 130 million of cost incurred, $ 86 million was recorded in Restructuring and other charges, $ 39 million was recorded in Asset impairment and $ 5 million was recorded in Net periodic benefit credits other than service cost component .

SALE OF BUSINESS

On December 5, 2025, we completed the sale of FPT Florida to S A Recycling, LLC.

As a result of the sale, we recorded a gain of $ 9 million classified in Miscellaneous – net in the Statements of Consolidated Operations and as Other in operating activities on the Statements of Consolidated Cash Flows for the year ended December 31, 2025 .

As part of this transaction, we received $ 53 million in proceeds related to the sale that is classified within investing activities on the Statements of Consolidated Cash Flows .

On October 6, 2023, we entered into a membership interest purchase agreement for the sale of the legal entities owning, among other things, our closed coal mines in Pennsylvania.

As a result of the sale, we recorded a gain of $ 63 million classified in Miscellaneous – net in the Statements of Consolidated Operations and as Other in operating activities on the Statements of Consolidated Cash Flows for the year ended December 31, 2023.

As part of this transaction, we received $ 35 million in proceeds related to the sale that is classified as Other investing activities on the Statements of Consolidated Cash Flows.

As part of this transaction, we received $ 35 million in proceeds related to the sale that is classified within investing activities on the Statements of Consolidated Cash Flows.

CASH FLOW INFORMATION

16 unchanged sentences

1 Capitalized interest was $ 15 million, $ 15 million and $ 12 million for the years ended December 31, 2025, 2024 and 2023, respectively.

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Other non-cash investing and financing activities are as follows:

2 unchanged sentences

Fair value of common shares issued as part of consideration in connection with the Stelco Acquisition $ — $ 343 $ —

1.500% 2025 Convertible Senior Notes redemption — — 25

NOTE 3 - ACQUISITIONS

2 unchanged sentences

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.

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Following the Stelco Acquisition, the operating results of Stelco are included in our consolidated financial statements.

For the period subsequent to the acquisition (November 1, 2024 through December 31, 2024), Stelco generated Revenues of $ 329 million and a loss of $ 58 million included within Net income (loss) attributable to Cliffs shareholders.

Additionally, we incurred acquisition related costs of $ 42 million for the year ended December 31, 2024, in connection with the Stelco Acquisition, which were recorded in Acquisition-related costs on the Statements of Consolidated Operations.

Additionally, we incurred acquisition related costs of $ 1 million and $ 42 million for the years ended December 31, 2025 and 2024, respectively, in connection with the Stelco Acquisition, which were recorded in Acquisition-related costs on the Statements of Consolidated Operations.

The Stelco Acquisition was accounted for under the acquisition method of accounting for business combinations.

24 unchanged sentences

VALUATION ASSUMPTION AND PURCHASE PRICE ALLOCATION

We estimated fair values at November 1, 2024 for the preliminary allocation of consideration to the net tangible and intangible assets acquired and liabilities assumed in connection with the Stelco Acquisition.

During the measurement period, we will continue to obtain information to assist in finalizing the fair value of assets acquired and liabilities assumed, which may differ materially from these preliminary estimates.

If we determine any measurement period adjustments are material, we will apply those adjustments, including any related impacts to net income, in the reporting period in which the adjustments are determined.

We are in the process of conducting a valuation of the assets acquired and liabilities assumed related to the Stelco Acquisition, most notably, inventories, personal and real property, leases, deferred taxes, employee benefit commitments, financing obligations, environmental obligations, asset retirement obligations and intangible assets, and the final allocation will be made when completed, including the result of any identified goodwill.

Accordingly, the provisional measurements noted below are preliminary and subject to modification in the future.

The allocation of consideration to the net tangible and intangible assets acquired and liabilities assumed in connection with the Stelco Acquisition was based on estimated fair values at November 1, 2024, and was finalized during the quarter ended

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The preliminary purchase price allocation to assets acquired and liabilities assumed in the Stelco Acquisition was:

(in Millions)

December 31, 2025.

The following is a summary of the purchase price allocation to assets acquired and liabilities assumed in the Stelco Acquisition:

(In millions) Initial Allocation of Consideration Measurement

Period Adjustments Final Allocation of Consideration as of December 31, 2025

Cash and cash equivalents $ 341 $ — $ 341

14 unchanged sentences

Net identifiable assets acquired 2,422 ( 16 ) 2,406

Goodwill 786 16 802

Total net assets acquired $ 3,208 $ — $ 3,208

9 unchanged sentences

PRO FORMA RESULTS

The following table provides unaudited pro forma financial information, prepared in accordance with Topic 805, as if Stelco had been acquired as of January 1, 2023:

The following table provides unaudited pro forma financial information, prepared in accordance with ASC Topic 805, Business Combinations , as if Stelco had been acquired as of January 1, 2023:

Year Ended December 31,

8 unchanged sentences

The 2023 pro forma net income was adjusted to include $ 63 million of transaction cost adjustments for the year ended December 31, 2023.

The unaudited pro forma financial information does not reflect the potential realization of synergies or cost savings, nor does it reflect other costs relating to the integration of the acquired company.

This unaudited pro forma financial information should not be

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considered indicative of the results that would have actually occurred if the Stelco Acquisition had been consummated on January 1, 2023, nor are they indicative of future results.

This unaudited pro forma financial information should not be considered indicative of the results that would have actually occurred if the Stelco Acquisition had been consummated on January 1, 2023, nor are they indicative of future results.

NOTE 4 - REVENUES

53 unchanged sentences

In addition, our CODM believes Adjusted EBITDA is a useful measure to assess the earnings power of the business without the impact of capital structure and can be used to assess our ability to service debt and fund future capital expenditures in the business.

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The following tables provide our results by segment as well as a reconciliation from consolidated Adjusted EBITDA to our consolidated Net income (loss) :

13 unchanged sentences

EBITDA from noncontrolling interests 2

Weirton indefinite idle ( 217 )

Arbitration decision ( 71 )

Acquisition-related costs ( 44 )

Idled facilities charges ( 239 )

Changes in fair value of derivatives, net ( 45 )

Currency exchange 37

Severance ( 25 )

Loss on extinguishment of debt ( 10 )

Amortization of inventory step-up ( 26 )

Loss on currency exchange ( 20 )

Gain on sale of business 9

Loss on disposal of assets ( 7 )

Amortization of inventory step-up 6

Acquisition-related costs ( 1 )

Other, net ( 18 )

2 unchanged sentences

Assets $ 19,416 $ 596 $ — $ 20,012

1 Other segment items primarily consists of the exclusion of EBITDA of noncontrolling interests and the Arbitration decision from Adjusted EBITDA and, to a lesser extent, the inclusion of items within Miscellaneous – net and Other non-operating income (loss).

1 Other segment items primarily consists of the exclusion of EBITDA of noncontrolling interests from Adjusted EBITDA and, to a lesser extent, the inclusion of items within Miscellaneous – net and Other non-operating income.

2 EBITDA of noncontrolling interests includes net income attributable to noncontrolling interests of $ 50 million and the exclusion of depreciation, depletion, and amortization of $ 26 million.

11 unchanged sentences

Interest expense, net $ ( 370 )

Income tax expense ( 148 )

Income tax benefit 236

Depreciation, depletion and amortization ( 951 )

EBITDA from noncontrolling interests 2

Acquisition-related costs ( 12 )

Idled facilities charges ( 217 )

Changes in fair value of derivatives, net

Currency exchange ( 20 )

Severance ( 16 )

Loss on extinguishment of debt

Loss on disposal of assets ( 16 )

Goodwill impairment ( 125 )

Other, net 18

Net income $ 450

Amortization of inventory step-up

Acquisition-related costs ( 44 )

Arbitration decision

Net loss $ ( 714 )

Capital additions $ 812 $ 5 $ — $ 817

Assets $ 20,327 $ 620 $ — $ 20,947

2 EBITDA of noncontrolling interests includes net income attributable to noncontrolling interests of $ 46 million and the exclusion of depreciation, depletion, and amortization of $ 30 million.

14 unchanged sentences

EBITDA from noncontrolling interests 2

Acquisition-related costs ( 1 )

Loss on extinguishment of debt ( 75 )

Severance ( 11 )

Gain on sale of business 28

Loss on disposal of assets ( 15 )

Other, net ( 36 )

Acquisition-related costs ( 12 )

Goodwill impairment

Net income $ 436

1 unchanged sentence

Assets $ 16,880 $ 657 $ — $ 17,537

2 EBITDA of noncontrolling interests includes net income attributable to noncontrolling interests of $ 51 million and the exclusion of depreciation, depletion, and amortization of $ 32 million.

26 unchanged sentences

We recorded depreciation expense of $ 1,145 million, $ 903 million and $ 932 million for the years ended December 31, 2025, 2024 and 2023, respectively.

Depreciation expense for the year ended December 31, 2022 includes $ 23 million of accelerated depreciation related to the decision to indefinitely idle the coke facility at Middletown Works and $ 68 million of accelerated depreciation related to the indefinite idle of the Indiana Harbor #4 blast furnace.

During the second quarter of 2025, the decision to indefinitely idle our Conshohocken and Riverdale facilities occurred.

This resulted in accelerated depreciation of $ 131 million included within depreciation and depletion expense for the year ended December 31, 2025.

The net book value of the mineral and land rights are as follows:

7 unchanged sentences

NOTE 7 - GOODWILL AND INTANGIBLE ASSETS AND LIABILITIES

The following is a summary of Goodwill by segment:

(In millions) 2024 2023

Steelmaking $ 1,719 $ 956

Other Businesses 49 49

Total goodwill $ 1,768 $ 1,005

The increase in the balance of Goodwill in our Steelmaking segment as of December 31, 2024, compared to December 31, 2023, is due to the preliminary purchase price allocation of goodwill in 2024, related to the Stelco Acquisition.

The following table summarizes the changes in Goodwill by segment:

December 31, 2025 December 31, 2024

(In millions) Steelmaking Other Businesses Total Steelmaking Other Businesses Total

Beginning balance $ 1,719 $ 49 $ 1,768 $ 956 $ 49 $ 1,005

Stelco Acquisition 1

16 — 16 786 — 786

Sale of business ( 6 ) — ( 6 ) — — —

Foreign currency translation 36 — 36 ( 23 ) — ( 23 )

Ending balance $ 1,765 $ 49 $ 1,814 $ 1,719 $ 49 $ 1,768

1 Refer to NOTE 3 - ACQUISITIONS for further details.

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20 unchanged sentences

Estimated future amortization income related to the intangible liabilities is $ 5 million annually for the years 2026 through 2030.

The increase in the balance of Intangible assets as of December 31, 2024, compared to December 31, 2023, is due to the preliminary purchase price allocation to intangible assets in 2024, related to the Stelco Acquisition.

The increase in the balance of Intangible assets as of December 31, 2025, compared to December 31, 2024, is due to fluctuation in foreign currency exchange rates.

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4 unchanged sentences

Annual Effective Interest Rate December 31, 2025 December 31, 2024

Senior Secured Notes:

6.750 % 2026 Senior Secured Notes

Cliffs 6.990 % — 829

Senior Unsecured Notes:

19 unchanged sentences

Cliffs 7.375 % 900 900

7.625 % 2034 Senior Notes

Cliffs 7.516 % 1,125 —

6.250 % 2040 Senior Notes

Cliffs 6.340 % 235 235

ABL Facility Cliffs 2

9 unchanged sentences

7.625% 2034 SENIOR NOTES - 2025 OFFERING

On March 18, 2024, we entered into an indenture among Cliffs, the guarantors party thereto and U.S.

Bank Trust Company, National Association, as trustee, relating to the issuance of $ 825 million aggregate principal amount of our 7.000% 2032 Senior Notes, which were issued at par.

The 7.000 % 2032 Senior Notes were issued in a private placement transaction exempt from the registration requirements of the Securities Act.

On August 16, 2024, we issued an additional $ 600 million aggregate principal amount of our 7.000% 2032 Senior Notes in a private placement transaction exempt from the registration requirements of the Securities Act.

These additional notes were issued at a price of 99.25 % of their principal amount.

Furthermore, the additional notes are treated as the same class and series as the initial notes issued on March 18, 2024, other than with respect to the date of issuance and issue price.

The net proceeds from the transaction were used to finance a portion of the cash consideration paid in connection with the Stelco Acquisition, which we completed on November 1, 2024.

The 7.000% 2032 Senior Notes bear interest at a rate of 7.000% per annum, payable semi-annually in arrears on March 15 and September 15 of each year, commencing on September 15, 2024.

The 7.000% 2032 Senior Notes mature on March 15, 2032.

The 7.000% 2032 Senior Notes are unsecured senior obligations and rank equally in right of payment with all of our existing and future unsecured and unsubordinated indebtedness.

The 7.000% 2032 Senior Notes are guaranteed on a senior unsecured basis by our material direct and indirect wholly owned domestic subsidiaries.

The 7.000% 2032 Senior Notes are structurally subordinated to all existing and future indebtedness and other liabilities of our subsidiaries that do not guarantee the 7.000% 2032 Senior Notes.

The 7.000% 2032 Senior Notes may be redeemed, in whole or in part, at any time at our option not less than 10 days nor more than 60 days after prior notice is sent to the holders of the 7.000% 2032 Senior Notes.

The 7.000% 2032 Senior Notes are redeemable prior to March 15, 2027, at a redemption price equal to 100 % of the principal amount thereof plus a "make-whole" premium set forth in the indenture.

We may also redeem up to 35 % of the aggregate principal amount of the 7.000% 2032 Senior Notes prior to March 15, 2027, at a redemption price equal to 107.000 % of the principal amount thereof with the net cash proceeds of one or more equity offerings.

The 7.000% 2032 Senior Notes are redeemable beginning on March 15, 2027, at a redemption price equal to 103.500 % of the principal amount thereof, decreasing to 101.750 % on March 15, 2028, and are redeemable at par

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beginning on March 15, 2029.

In each case, we pay the applicable redemption or "make-whole" premiums plus accrued and unpaid interest, if any, to, but not including, the date of redemption.

In addition, if a change in control triggering event, as defined in the indenture, occurs with respect to the 7.000% 2032 Senior Notes, we will be required to offer to repurchase the notes at a purchase price equal to 101 % of their principal amount, plus accrued and unpaid interest, if any, to, but not including, the date of repurchase.

The terms of the 7.000% 2032 Senior Notes contain certain customary covenants;

however, there are no financial covenants.

CLEVELAND-CLIFFS INC.

6.875% 2029 SENIOR NOTES - 2024 OFFERING

On October 22, 2024, we entered into an indenture among Cliffs, the guarantors party thereto and U.S.

On September 8, 2025, we entered into an indenture among Cliffs, the guarantors party thereto and U.S.

Bank Trust Company, National Association, as trustee, relating to the issuance of $ 850 million aggregate principal amount of our 7.625% 2034 Senior Notes, which were issued at par.

The 6.875 % 2029 Senior Notes were issued in a private placement transaction that was exempt from the registration requirements of the Securities Act.

The net proceeds from the transaction were used to finance a portion of the cash consideration paid in connection with the Stelco Acquisition, which we completed on November 1, 2024.

The 6.875% 2029 Senior Notes bear interest at a rate of 6.875% per annum, payable semi-annually in arrears on May 1 and November 1 of each year, commencing on May 1, 2025.

The 6.875% 2029 Senior Notes mature on November 1, 2029.

On October 10, 2025, we issued an additional $ 275 million aggregate principal amount of our 7.625% 2034 Senior Notes at a price to investors of 102.750 % of their principal amount.

The 7.625 % 2034 Senior Notes were issued in private placement transactions exempt from the registration requirements of the Securities Act.

The 7.625% 2034 Senior Notes bear interest at a rate of 7.625% per annum, payable semi-annually in arrears on January 15 and July 15 of each year, commencing on January 15, 2026.

The 7.625% 2034 Senior Notes mature on January 15, 2034.

The 7.625% 2034 Senior Notes are unsecured senior obligations and rank equally in right of payment with all of our existing and future unsecured and unsubordinated indebtedness.

2 unchanged sentences

The 7.625% 2034 Senior Notes may be redeemed, in whole or in part, at any time at our option not less than 10 days nor more than 60 days after prior notice is sent to the holders of the 7.625% 2034 Senior Notes.

The 6.875% 2029 Senior Notes are redeemable prior to November 1, 2026, at a redemption price equal to 100 % of the principal amount thereof plus a "make-whole" premium set forth in the indenture.

We may also redeem up to 35 % of the aggregate principal amount of the 6.875% 2029 Senior Notes prior to November 1, 2026, at a redemption price equal to 106.875 % of the principal amount thereof with the net cash proceeds of one or more equity offerings.

The 6.875% 2029 Senior Notes are redeemable beginning on November 1, 2026, at a redemption price equal to 103.438 % of the principal amount thereof, decreasing to 100% on November 1, 2028.

The 7.625% 2034 Senior Notes are redeemable prior to January 15, 2029, at a redemption price equal to 100 % of the principal amount thereof plus a "make-whole" premium set forth in the indenture.

We may also redeem up to 35 % of the aggregate principal amount of the 7.625% 2034 Senior Notes prior to January 15, 2029, at a redemption price equal to 107.625 % of the principal amount thereof with the net cash proceeds of one or more equity offerings.

The 7.625% 2034 Senior Notes are redeemable beginning on January 15, 2029, at a redemption price equal to 103.813 % of the principal amount thereof, decreasing to 101.906 % on January 15, 2030, and are redeemable at par beginning on January 15, 2031.

In each case, we pay the applicable redemption or "make-whole" premiums plus accrued and unpaid interest, if any, to, but not including, the date of redemption.

2 unchanged sentences

however, there are no financial covenants.

81 | CLF 2025 FORM 10-K

CLEVELAND-CLIFFS INC.

7.500% 2031 SENIOR NOTES - 2025 OFFERING

On October 22, 2024, we entered into an indenture among Cliffs, the guarantors party thereto and U.S.

On February 6, 2025, we entered into an indenture among Cliffs, the guarantors party thereto and U.S.

Bank Trust Company, National Association, as trustee, relating to the issuance of $ 850 million aggregate principal amount of our 7.500% 2031 Senior Notes, which were issued at par.

The 7.375 % 2033 Senior Notes were issued in a private placement transaction that was exempt from the registration requirements of the Securities Act.

The net proceeds from the transaction were used to finance a portion of the cash consideration paid in connection with the Stelco Acquisition, which we completed on November 1, 2024.

The 7.375% 2033 Senior Notes bear interest at a rate of 7.375% per annum, payable semi-annually in arrears on May 1 and November 1 of each year, commencing on May 1, 2025.

The 7.375% 2033 Senior Notes mature on May 1, 2033.

The 7.500 % 2031 Senior Notes were issued in a private placement transaction exempt from the registration requirements of the Securities Act.

The 7.500% 2031 Senior Notes bear interest at a rate of 7.500% per annum, payable semi-annually in arrears on March 15 and September 15 of each year, commencing on September 15, 2025.

The 7.500% 2031 Senior Notes mature on September 15, 2031.

The 7.500% 2031 Senior Notes are unsecured senior obligations and rank equally in right of payment with all of our existing and future unsecured and unsubordinated indebtedness.

2 unchanged sentences

The 7.500% 2031 Senior Notes may be redeemed, in whole or in part, at any time at our option not less than 10 days nor more than 60 days after prior notice is sent to the holders of the 7.500% 2031 Senior Notes.

The 7.375% 2029 Senior Notes are redeemable prior to May 1, 2028, at a redemption price equal to 100 % of the principal amount thereof plus a "make-whole" premium set forth in the indenture.

We may also redeem up to 35 % of the aggregate principal amount of the 7.375% 2033 Senior Notes prior to May 1, 2028, at a redemption price equal to 107.375 % of the principal amount thereof with the net cash proceeds of one or more equity offerings.

The 7.375% 2033 Senior Notes are redeemable beginning on May 1, 2028, at a redemption price equal to 103.688 % of the principal amount thereof, decreasing to 100% on November 1, 2028.

The 7.500% 2031 Senior Notes are redeemable prior to March 15, 2028, at a redemption price equal to 100 % of the principal amount thereof plus a "make-whole" premium set forth in the indenture.

We may also redeem up to 35 % of the aggregate principal amount of the 7.500% 2031 Senior Notes prior to March 15, 2028, at a redemption price equal to 107.500 % of the principal amount thereof with the net cash proceeds of one or more equity offerings.

The 7.500% 2031 Senior Notes are redeemable beginning on March 15, 2028, at a redemption price equal to 103.750 % of the principal amount thereof, decreasing to 101.875 % on March 15, 2029, and are redeemable at par beginning on March 15, 2030.

In each case, we pay the applicable redemption or "make-whole" premiums plus accrued and unpaid interest, if any, to, but not including, the date of redemption.

2 unchanged sentences

however, there are no financial covenants.

84 | CLF 2024 FORM 10-K

CLEVELAND-CLIFFS INC.

4 unchanged sentences

4.625% 2029 Senior Notes March 1, 2029 March 1 and September 1

5.875% 2027 Senior Notes June 1, 2027 June 1 and December 1

4.625% 2029 Senior Notes March 1, 2029 March 1 and September 1

6.875% 2029 Senior Notes November 1, 2029 May 1 and November 1

6.750% 2030 Senior Notes April 15, 2030 April 15 and October 15

4.875% 2031 Senior Notes March 1, 2031 March 1 and September 1

7.000% 2032 Senior Notes March 15, 2032 March 15 and September 15

7.375% 2033 Senior Notes May 1, 2033 May 1 and November 1

6.250% 2040 Senior Notes October 1, 2040 April 1 and October 1

The senior notes are unsecured obligations and rank equally in right of payment with all our other existing and future unsecured and unsubordinated indebtedness.

The 7.000% 2027 Senior Notes, 5.875% 2027 Senior Notes, 4.625% 2029 Senior Notes, 6.750% 2030 Senior Notes, and 4.875% 2031 Senior Notes are guaranteed on a senior unsecured basis by our material direct and indirect wholly owned domestic subsidiaries and, therefore, are structurally senior to any of our existing and future indebtedness that is not guaranteed by such guarantors and are structurally subordinated to all existing and future indebtedness and other liabilities of our subsidiaries that do not guarantee the notes.

The 4.625% 2029 Senior Notes, 6.875% 2029 Senior Notes, 6.750% 2030 Senior Notes, 4.875% 2031 Senior Notes, 7.000% 2032 Senior Notes, and 7.375% 2033 Senior Notes are guaranteed on a senior unsecured basis by our material direct and indirect wholly owned domestic subsidiaries and, therefore, are structurally senior to any of our existing and future indebtedness that is not guaranteed by such guarantors and are structurally subordinated to all existing and future indebtedness and other liabilities of our subsidiaries that do not guarantee the notes.

There are no subsidiary guarantees of the interest and principal amounts for the 6.250% 2040 Senior Notes.

The 7.000 % 2027 Senior Notes may be redeemed, in whole or in part, at any time at our option upon not less than 30, and not more than 60, days' prior notice sent to the holders.

The 7.000% 2027 Senior Notes are currently redeemable at a price equal to 101.167 % of the principal amount thereof, and are redeemable at par beginning on March 15, 2025.

In each case, we pay the redemption premiums plus accrued and unpaid interest, if any, to, but not including, the date of redemption.

The 5.875 % 2027 Senior Notes may be redeemed, in whole or in part, at any time at our option upon not less than 30, and not more than 60, days' prior notice sent to the holders.

The 5.875 % 2027 Senior Notes are currently redeemable at a price equal to 100.979 % of the principal amount thereof, and are redeemable at par beginning on June 1, 2025.

In each case, we pay the redemption premiums plus accrued and unpaid interest, if any, to, but not including, the date of redemption.

The 4.625 % 2029 Senior Notes may be redeemed, in whole or in part, on not less than 10 , nor more than 60 , days’ prior notice sent to the holders of the notes.

The 4.625% 2029 Senior Notes are currently redeemable at a price equal to 102.313 % of the principal amount thereof, decreasing to 101.156 % on March 1, 2025, and are redeemable at par beginning on March 1, 2026.

The 4.625% 2029 Senior Notes are currently redeemable at a price equal to 101.156 % of the principal amount thereof, and are redeemable at par beginning on March 1, 2026.

In each case, we pay the redemption premiums plus accrued and unpaid interest, if any, to, but not including, the date of redemption.

The 6.875 % 2029 Senior Notes may be redeemed, in whole or in part, at any time at our option not less than 10 days nor more than 60 days after prior notice is sent to the holders of the 6.875% 2029 Senior Notes.

The 6.875% 2029 Senior Notes are redeemable prior to November 1, 2026, at a redemption price equal to 100 % of the principal amount thereof plus a "make-whole" premium set forth in the indenture.

The 6.875% 2029 Senior Notes are redeemable beginning on November 1, 2026, at a redemption price equal to 103.438 % of the principal amount thereof, decreasing to 100% on November 1, 2028.

In each case, we pay the applicable redemption or "make-whole" premiums plus accrued and unpaid interest, if any, to, but not including, the date of redemption.

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In addition, if a change in control triggering event, as defined in the indenture, occurs with respect to the 6.875% 2029 Senior Notes, we will be required to offer to repurchase the notes at a purchase price equal to 101 % of their principal amount, plus accrued and unpaid interest, if any, to, but not including, the date of repurchase.

The 6.750 % 2030 Senior Notes may be redeemed, in whole or in part, at any time at our option not less than 10 days nor more than 60 days after prior notice is sent to the holders of the 6.750% 2030 Senior Notes.

The 6.750% 2030 Senior Notes are redeemable prior to April 15, 2026, at a redemption price equal to 100 % of the principal amount thereof plus a "make-whole" premium set forth in the indenture.

7 unchanged sentences

In each case, we pay the redemption and "make-whole" premiums plus accrued and unpaid interest, if any, to, but not including, the date of redemption.

The 7.000% 2032 Senior Notes are redeemable prior to March 15, 2027, at a redemption price equal to 100 % of the principal amount thereof plus a "make-whole" premium set forth in the indenture.

In each case, we pay the applicable redemption or "make-whole" premiums plus accrued and unpaid interest, if any, to, but not including, the date of redemption.

The 7.375% 2033 Senior Notes may be redeemed, in whole or in part, at any time at our option not less than 10 days nor more than 60 days after prior notice is sent to the holders of the 7.375% 2033 Senior Notes.

The 7.375% 2029 Senior Notes are redeemable prior to May 1, 2028, at a redemption price equal to 100 % of the principal amount thereof plus a "make-whole" premium set forth in the indenture.

The 7.375% 2033 Senior Notes are redeemable beginning on May 1, 2028, at a redemption price equal to 103.688 % of the principal amount thereof, decreasing to 100% on November 1, 2028.

In each case, we pay the applicable redemption or "make-whole" premiums plus accrued and unpaid interest, if any, to, but not including, the date of redemption.

In addition, if a change in control triggering event, as defined in the indenture, occurs with respect to the 7.375% 2033 Senior Notes, we will be required to offer to repurchase the notes at a purchase price equal to 101 % of their principal amount, plus accrued and unpaid interest, if any, to, but not including, the date of repurchase.

The 6.250 % 2040 Senior Notes may be redeemed any time at our option upon not less than 30 , nor more than 60 , days' prior notice is sent to the holders.

3 unchanged sentences

however, there are no financial covenants.

85 | CLF 2024 FORM 10-K

AK STEEL CORPORATION UNSECURED SENIOR NOTES

As of December 31, 2024, AK Steel had outstanding a total of $ 56 million aggregate principal amount of 7.000% 2027 AK Senior Notes.

These senior notes are unsecured obligations and rank equally in right of payment with AK Steel's guarantees of Cliffs' unsecured and unsubordinated indebtedness.

These notes contain no financial covenants.

The 7.000 % 2027 AK Senior Notes may be redeemed, in whole or in part, at any time at our option upon not less than 30, and not more than 60, days' prior notice sent to the holders.

The 7.000% 2027 AK Senior Notes are currently redeemable at a price equal to 101.167 %, and are redeemable at par beginning on March 15, 2025.

In each case, we pay the redemption premiums plus accrued and unpaid interest, if any, to, but not including, the date of redemption.

On July 31, 2024 and September 13, 2024, in connection with the Stelco Acquisition, we entered into the fifth and sixth amendments to our ABL Facility, respectively.

The amendments, among other things, (i) amend the normal conditions for borrowing loans to allow for the Stelco Acquisition and permit additional borrowings for the purpose of financing a portion of the Stelco Acquisition purchase price, and (ii) subsequent to the Stelco Acquisition and the satisfaction of customary conditions, divide the existing $ 4.75 billion of aggregate lending commitments under our ABL Facility into two tranches, (x) a $ 4.25 billion tranche of lending commitments available to be borrowed by the Company and certain U.S.

83 | CLF 2025 FORM 10-K

lending commitments available to be borrowed by the Company and certain U.S.

subsidiaries of the Company that are designated as borrowers from time to time in accordance with the ABL Facility and (y) a $ 500 million tranche of lending commitments available to be borrowed by certain Canadian subsidiaries of the Company that are designated as borrowers from time to time in accordance with the ABL Facility.

18 unchanged sentences

2 We issued standby letters of credit with certain financial institutions in order to support business obligations, including, but not limited to, operating agreements, employee severance, environmental obligations, workers' compensation, and insurance obligations.

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DEBT EXTINGUISHMENTS

On March 18, 2024, we used a portion of the net proceeds from the initial 7.000% 2032 Senior Notes issuance to repurchase $ 640 million in aggregate principal amount of our 6.750% 2026 Senior Secured Notes pursuant to a tender offer.

On April 3, 2024, we redeemed the remaining $ 189 million in aggregate principal amount of our then-outstanding 6.750% 2026 Senior Secured Notes with the remaining portion of the net proceeds from the initial 7.000% 2032 Senior Notes issuance and available liquidity.

DEBT MATURITIES

The following represents a summary of our debt instrument maturities based on the principal amounts outstanding at December 31, 2024 (in millions):

On October 3, 2025, we used the net proceeds from the issuance of our 7.625 % 2034 Senior Notes to redeem $ 73 million in aggregate principal amount of our 7.000 % 2027 Senior Notes, $ 56 million in aggregate principal amount of our 7.000 % 2027 AK Senior Notes, and $ 556 million in aggregate principal amount of our 5.875 % 2027 Senior Notes.

The following represents a summary of our debt instrument maturities based on the principal amounts outstanding as of December 31, 2025 (in millions):

2026 2027 2028 2029 2030 Thereafter Total

$ — $ — $ 452 $ 1,268 $ 750 $ 4,860 $ 7,330

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NOTE 9 - PENSIONS AND OTHER POSTRETIREMENT BENEFITS

6 unchanged sentences

Certain salaried plans calculate benefits using a cash balance formula, which earns interest credits and allocations based on a percent of pay.

As a result of the Stelco Acquisition, we assumed the obligations under Stelco's defined benefit pension plans.

These Canadian defined benefit pension plans acquired amounted to a benefit obligation, net of assets, of $ 14 million based on a November 1, 2024 measurement.

We offer postretirement health care and life insurance benefits to retirees through various funded and unfunded plans.

18 unchanged sentences

Acquired through business combinations — 35 — —

Foreign currency exchange ( 1 ) — — —

Effect of settlement — ( 9 ) — —

Special termination benefits — — 7 2

Other 2 ( 1 ) 1 1

7 unchanged sentences

Acquired through business combinations — 21 — —

Foreign currency exchange ( 1 ) — — —

Effect of settlement — ( 9 ) — —

Other 1 ( 1 ) — —

Fair value of plan assets — end of year $ 4,346 $ 4,237 $ 763 $ 742

11 unchanged sentences

1 Current liabilities are classified within Other current liabilities on the Statements of Consolidated Financial Position.

The accumulated benefit obligation for all defined benefit pension plans was $ 4,236 million and $ 4,557 million at December 31, 2024 and 2023, respectively.

The accumulated benefit obligation for all defined benefit pension plans was $ 4,120 million and $ 4,236 million as of December 31, 2025 and 2024, respectively.

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21 unchanged sentences

Demographic updates 22 ( 14 ) 23 26

( 14 ) ( 5 ) 26 ( 208 )

Mortality ( 50 ) — — —

8 unchanged sentences

Total recognized in other comprehensive loss (income) $ ( 89 ) $ ( 113 ) $ 311 $ 335

1 In 2023, the OPEB plans generated an actuarial gain relating to updates for demographic experience.

We had adjustments relating to retirements, participation, persistency and census data updates.

2 The loss in per capita healthcare costs in 2024 relating to our OPEB plans is primarily due to unfavorable Medicare Advantage Prescription Drug healthcare rates, which are effective January 1, 2025.

1 The loss in per capita healthcare costs relating to our OPEB plans is primarily due to unfavorable Medicare Advantage Prescription Drug healthcare rates, which are effective January for each year.

Additionally, we increased our short-term Medicare Advantage Prescription Drug trend rate assumption.

12 unchanged sentences

2026 (Expected) 43 — 83 83

1 Pursuant to the applicable bargaining agreements, benefits can be paid from certain VEBAs that are at least 70% funded (all VEBAs were over 70% funded at December 31, 2024).

1 Pursuant to the applicable bargaining agreements, benefits can be paid from certain VEBAs that are at least 70% funded (all VEBAs were over 70% funded as of December 31, 2025).

Certain agreements with plans holding VEBA assets have capped healthcare costs.

15 unchanged sentences

In 2025, no changes have been made to the plans' mortality tables.

In 2023, we switched two OPEB plans from company-specific base mortality tables to the Pri-2012 mortality tables to align with our other OPEB plans.

The following represents weighted-average assumptions used to determine benefit obligations:

4 unchanged sentences

Interest crediting rate 5.61 5.58 N/A N/A

Compensation rate increase 3.00 3.00 3.00 3.00

Compensation rate increase 3.00 3.00 N/A N/A

88 | CLF 2025 FORM 10-K

8 unchanged sentences

Expected return on plan assets 7.85 7.85 7.66 5.89 5.95 5.87

Compensation rate increase 3.00 3.00 2.74 3.00 3.00 3.00

Compensation rate increase 3.00 3.00 3.00 N/A N/A N/A

The following represents assumed weighted-average health care cost trend rates:

4 unchanged sentences

1 The health care trend rate is weighted for all of our OPEB plans and factors in our Medicare Advantage Prescription Drug pricing arrangements.

In 2024, we maintained our assumed health care cost trend rate for self insured plans at 6.25%, which grades down on a linear basis to 4.50% by 2032.

In 2024, the health care trend rate for the Medicare Advantage Prescription Drug plans assumes a 16.25% rate, which is primarily driven by our expectation that the impacts from the Inflation Reduction Act will negatively impact Medicare Advantage Prescription Drug plan costs for the next year.

We assume the healthcare trend rate for the Medicare Advantage Prescription Drug plans will realign with the self insured plans after the one time increase.

As of December 31, 2025, we reset our initial trend rate to 7.00% grading down by 0.25% per year to an ultimate rate of 4.50% in 2036.

While the risk scoring and third-party funding changes associated with the Inflation Reduction Act may potentially impact costs and trends in future years, the impact is expected to be minimal or unmeasurable at this time.

Our investment objectives with respect to our pension and OPEB assets are to maximize investment returns within reasonable and prudent levels of risk and maintain sufficient liquidity to meet benefit obligations over the life of each plan.

13 unchanged sentences

Asset Category 2026

Allocation Actual Asset Allocation at December 31, 2025

Allocation Actual Asset Allocation at December 31,

Allocation Actual Asset Allocation as of December 31, 2026

Allocation Actual Asset Allocation as of December 31,

2025 2024 2025 2024

10 unchanged sentences

Fixed income investments classified as Level 2 include U.S.

Treasury STRIPS which are priced daily through a bond pricing vendor as well as corporate bonds, mortgage-backed securities and non-U.S.

Treasury Separate Trading of Registered Interest and Principal of Securities (“STRIPS”) which are priced daily through a bond pricing vendor as well as corporate bonds, mortgage-backed securities and non-U.S.

bonds which have valuations based on their bid-ask spreads or quoted prices of securities with similar characteristics.

82 unchanged sentences

Total $ 135 $ 140 $ 143

1 The most recent Pension Protection Act zone status available in 2024 and 2023 is for each plan's year-end at December 31, 2023 and 2022.

1 The most recent Pension Protection Act zone status available in 2025 and 2024 is for each plan's year-end as of December 31, 2024 and 2023.

The plan's actuary certifies the zone status.

10 unchanged sentences

NOTE 10 - STOCK COMPENSATION PLANS

At December 31, 2024, we had outstanding awards under two share-based compensation plans:

As of December 31, 2025, we had outstanding awards under two share-based compensation plans:

the 2021 Equity Plan and the A&R 2015 Equity Plan.

15 unchanged sentences

Decrease in diluted earnings per common share $ ( 0.08 ) $ ( 0.08 ) $ ( 0.06 )

The total compensation cost related to outstanding awards not yet recognized is $ 60 million at December 31, 2024.

The total compensation cost related to outstanding awards not yet recognized is $ 62 million as of December 31, 2025.

This expense is expected to be recognized over the remaining weighted-average period of 1.7 years.

41 unchanged sentences

Exercisable at end of year 0.2 $ 11.86 0.2 $ 11.77 0.5 $ 9.59

Stock options granted to date generally vest over a period from one to three years with an expiration date at ten years from the date of grant.

The total intrinsic value of options exercised in 2024 and 2023 was $ 4 million and $ 1 million, respectively.

Stock options granted to date are fully vested with an expiration date of ten years from the date of grant.

The total intrinsic value of options exercised in 2025 and 2024 was nominal and $ 4 million, respectively.

As of December 31, 2025, all outstanding options were exercisable.

For options outstanding at December 31, 2024, the weighted-average remaining contractual life was 3.0 years and the aggregate intrinsic value was nominal.

For options outstanding as of December 31, 2025, the weighted-average remaining contractual life was 2.3 years and the aggregate intrinsic value was $ 1 million.

The fair value of stock options is estimated on the date of grant using a Black-Scholes model using the grant date price of our common shares, the option exercise price, the option’s expected term, the volatility of our common shares, the risk-free interest rate and the dividend yield over the option’s expected term.

27 unchanged sentences

Reconciliation of our income tax attributable to continuing operations computed at the U.S.

federal statutory rate is as follows:

federal statutory rate as required by the newly adopted ASU No.

2023-09 for the year ended December 31, 2025 is as follows:

(In millions) 2025

1 unchanged sentence

Increase (decrease) due to:

State and local income taxes, net of federal income tax 1

Foreign tax effects

Statutory rate difference ( 19 ) 1 %

Tax credits ( 7 ) — %

Change in valuation allowance ( 3 ) — %

Other adjustments ( 1 ) — %

Other foreign jurisdictions

Non-taxable or nondeductible items

Depletion ( 1 ) — %

Changes in unrecognized tax benefits ( 70 ) 3 %

Other adjustments

Provision to return ( 10 ) 1 %

Noncontrolling interest ( 10 ) 1 %

Other 10 ( 1 ) %

Provision for income tax expense (benefit) and effective income tax rate including discrete items

$ ( 581 ) 29 %

1 State taxes in Illinois, Indiana and Michigan made up the majority (greater than 50 percent) of the tax effect in this category.

Reconciliation of our income tax attributable to continuing operations computed at the U.S.

federal statutory rate before the adoption of ASU No.

2023-09 for the years ended December 31, 2024 and December 31, 2023 is as follows:

(In millions) 2024 2023

statutory rate $ ( 199 ) 21 % $ 122 21 %

Increase (decrease) due to:

Percentage depletion in excess of cost depletion ( 20 ) 2 ( 32 ) ( 5 )

7 unchanged sentences

Provision for income tax expense (benefit) and effective income tax rate including discrete items $ ( 236 ) 25 % $ 144 25 %

The increase in income tax benefit in 2024, as compared to income tax expense in 2023, as well as the decrease in income tax expense in 2023 compared to 2022 are predominantly related to the decrease in the pre-tax book income year-over-year.

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The components of cash payments in excess of refunds received (refunds in excess of payments made) by jurisdiction are as follows:

Year Ended December 31,

(In millions) 2025 2024 2023

Illinois ( 6 )

Michigan ( 3 )

Alabama ( 2 )

State total ( 12 )

Foreign total ( 4 )

Total refunds in excess of payments made $ ( 16 )

Total refunds in excess of payments made (prior to ASU 2023-09) $ ( 30 ) $ ( 111 )

The components of income taxes for other than continuing operations consisted of the following:

3 unchanged sentences

Derivative instruments ( 11 ) ( 37 ) 47

Foreign currency translation ( 4 ) — —

Total $ 36 $ 18 $ 57

7 unchanged sentences

State and local 93 36

Employee-based compensation 71 71

Interest limitation 201 19

Lease liabilities 154 87

11 unchanged sentences

Net deferred tax liabilities $ ( 312 ) $ ( 846 )

We had gross domestic (including states) and foreign NOLs of $ 3,549 million and $ 1,507 million, respectively, at December 31, 2024.

We had gross domestic (including states) and foreign NOLs of $ 1,704 million and $ 1,452 million, respectively, at December 31, 2023.

federal NOLs will begin to expire in 2034, and state NOLs begin to expire in 2025.

The foreign NOLs begin to expire in 2035.

For the year ended December 31, 2024, we had $ 92 million gross U.S.

interest expense limitation carryforwards.

For the year ended December 31, 2023, we had no gross interest expense limitation carryforwards.

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NOL and interest limitation carryforwards are as follows:

(In millions) 2025 2024

Gross domestic (including states) NOL carryforwards 1

$ 4,827 $ 3,549

Gross foreign NOL carryforwards 2

interest expense limitation carryforward 789 92

Gross Canadian interest expense limitation carryforward 141 —

1 If unused, Federal and state NOL carryforwards begin to expire in 2034 and 2026, respectively.

2 If unused, foreign NOL carryforwards begin to expire in 2035.

The changes in the valuation allowance are presented below:

4 unchanged sentences

Balance at end of year $ 394 $ 388 $ 396

At December 31, 2024 and 2023, we have a valuation allowance recorded of $ 349 million and $ 356 million, respectively, related to foreign deferred tax assets, and an additional $ 39 million and $ 40 million, respectively, against certain state NOLs, which are expected to expire before utilization.

During 2023, we recorded a $ 14 million valuation allowance against a portion of our Canadian deferred tax assets due to losses in recent years.

We intend to maintain a valuation allowance against these deferred tax assets, unless and until sufficient positive evidence exists to support the realization of such assets.

Our losses in Luxembourg in recent periods represent sufficient negative evidence to require a full valuation allowance against the deferred tax assets in that jurisdiction.

We intend to maintain a valuation allowance against the deferred tax assets related to these operating losses, unless and until sufficient positive evidence exists to support the realization of such assets.

At December 31, 2024 and 2023, we had no cumulative undistributed earnings of foreign subsidiaries included in retained earnings.

As of December 31, 2025 and 2024, we have a valuation allowance recorded of $ 347 million and $ 349 million, respectively, related to foreign deferred tax assets, and an additional $ 47 million and $ 39 million, respectively, against certain state NOLs, which are expected to expire before utilization.

Our losses in Luxembourg and certain Canadian entities in recent periods represent sufficient negative evidence to require a full valuation allowance against the deferred tax assets in those jurisdictions.

We intend to maintain a valuation allowance against the deferred tax assets related to the operating losses in these jurisdictions, unless and until sufficient positive evidence exists to support the realization of such assets.

As of December 31, 2025 and 2024, we had no cumulative undistributed earnings of foreign subsidiaries included in retained earnings.

Accordingly, no provision has been made for U.S.

5 unchanged sentences

Decrease due to tax positions in prior year ( 2 ) ( 1 ) —

Lapses in statutes of limitations ( 57 ) — —

Unrecognized tax benefits balance as of December 31 $ 97 $ 121 $ 76

At December 31, 2024 and 2023, we had unrecognized tax benefits of $ 121 million and $ 76 million, respectively.

As of December 31, 2025 and 2024, we had unrecognized tax benefits of $ 97 million and $ 121 million, respectively.

Of these amounts, $ 16 million and $ 75 million were included in Other non-current liabilities on the Statements of Consolidated Financial Position.

Additionally, $ 46 million was included in Deferred income taxes at December 31, 2024.

If the unrecognized tax benefits were recognized, the $ 75 million would impact the effective tax rate.

Interest and penalties related to unrecognized tax benefits are $ 7 million for the year ended December 31, 2024.

We do not expect that the amount of unrecognized benefits will change significantly within the next 12 months.

Additionally, $ 81 million and $ 46 million were included in Deferred income taxes as of December 31, 2025 and 2024, respectively.

If the unrecognized tax benefits were recognized, $ 16 million would impact the effective tax rate.

Interest and penalties related to unrecognized tax benefits are $ 4 million and $ 15 million for the years ended December 31, 2025 and 2024, respectively.

Tax years 2022 and forward remain subject to examination for the U.S., and tax years 2021 and forward remain subject to examination for Canada.

74 unchanged sentences

Increase from Stelco Acquisition 18 20

Decrease from sale of business — ( 76 )

Accretion expense 30 22

2 unchanged sentences

Asset retirement obligation as of December 31 $ 599 $ 526

During our routine annual assessment of asset retirement obligations in 2025, closure costs estimates and timing of expected cash flows were updated for our Princeton and Hibbing mines.

During the first quarter of 2024, we announced the indefinite idle of our Weirton tinplate production plant, resulting in an increase to our asset retirement obligations as a result of acceleration of the timing and refinement in the cost required.

1 unchanged sentence

Our operations currently use, and have in the past used, hazardous materials and substances, and we have generated, and expect to continue to generate, solid and hazardous waste.

We have been, and may in the future be, subject to claims under laws and regulations for toxic torts, natural resource damages and other damages, as well as for the investigation and clean-up of soil,

We have been, and may in the future be, subject to claims under laws and

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surface water, sediments, groundwater, and other natural resources and reclamation of properties.

regulations for toxic torts, natural resource damages and other damages, as well as for the investigation and clean-up of soil, surface water, sediments, groundwater, and other natural resources and reclamation of properties.

If we reasonably can, we estimate potential remediation expenditures for those sites where future remediation efforts are probable based on identified conditions, regulatory requirements, or contractual obligations arising from the sale of a business or facility.

21 unchanged sentences

In connection with the Stelco Acquisition, we have acquired funding commitments to employee life and health trusts.

These obligations pertain to plans previously sponsored by Stelco prior to its bankruptcy.

These obligations pertain to plans previously sponsored by Stelco prior to its emergence from bankruptcy.

The commitments primarily involve fixed scheduled payments that will continue until 2042, with an additional variable component tied to Stelco's standalone operating performance.

6 unchanged sentences

Fair value of commitment assumed in connection with Stelco Acquisition 5 ( 197 )

Total losses included in earnings ( 2 )

Total expense included in earnings ( 5 ) ( 2 )

Payments 28 5

Foreign currency translation ( 9 ) 6

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This option is recorded as a derivative instrument at fair value on a recurring basis and included within Other non-current assets on the Statements of Consolidated Financial Position.

Any gain or loss recorded in relation to the fair value of this option is presented within Other non-operating income (loss).

The fair value of the derivative asset is estimated using the Black-Scholes option pricing model, which incorporates observable or unobservable inputs for risk-free interest rates, foreign exchange rates, commodity prices,

Any gain or loss recorded in relation to the fair value of this option is presented within Changes in fair value of derivatives, net.

The fair value of the derivative asset is estimated using the Black-Scholes option

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discount rates, corresponding market volatility levels and other market-based pricing factors.

pricing model, which incorporates observable or unobservable inputs for risk-free interest rates, foreign exchange rates, commodity prices, discount rates, corresponding market volatility levels and other market-based pricing factors.

This option is classified as a Level 3 derivative asset within the fair value hierarchy.

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Fair value of option acquired in connection with Stelco Acquisition — 110

Total losses included in earnings ( 12 )

Total expense included in earnings ( 45 ) ( 12 )

Foreign currency translation 4 ( 3 )

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Our hedging strategy is to reduce the effect on earnings from the price volatility of these various exposures.

Our commodity purchase swaps are designated as cash flow hedges for accounting purposes, and we record the gains and losses for the derivatives in Accumulated other comprehensive income until we reclassify them into Cost of goods sold when we recognize the associated underlying operating costs.

Impacts of our designated commodity purchase swaps are reflected within Other, net in the Statements of Consolidated Cash Flows.

Our commodity purchase swaps and sales swaps are designated as cash flow hedges for accounting purposes, and we record the gains and losses for the derivatives in Accumulated other comprehensive income until we reclassify them into Cost of goods sold when we recognize the associated underlying operating costs or Revenues when we recognize the associated underlying sale.

Impacts of our designated commodity purchase swaps and sales swaps are reflected within Other, net in the Statements of Consolidated Cash Flows.

Refer to NOTE 17 - ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS) for further information.

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Notional Amount

Commodity Purchase Swaps Unit of Measure Maturity Dates 2024 2023

Natural Gas MMBtu January 2025 - August 2027 143,250,000 168,590,000

Electricity Megawatt hours January 2025 - October 2027 3,224,227 3,501,898

At December 31, 2024, we estimate $ 68 million of net losses related to our commodity purchase swaps will reclassify from Accumulated other comprehensive income into Cost of goods sold during the next 12 months.

These estimates are based on December 31, 2024 fair values, some of which will change before their actual reclassification into Cost of goods sold.

Hedge Contract Type Classification Unit of Measure Hedged Periods 2025 2024

Natural Gas Commodity purchase swaps MMBtu January 2026 - December 2028 139,300,000 143,250,000

Electricity Commodity purchase swaps Megawatt hours January 2026 - June 2028 1,974,380 3,224,227

HRC Sales swaps Net tons January 2026 - December 2026 220,220 —

As of December 31, 2025, we estimate $ 19 million of net losses related to our commodity purchase swaps and $ 7 million of net losses related to our sales swaps will be reclassified from Accumulated other comprehensive income into Cost of goods sold and Revenues, respectively, during the next 12 months.

These estimates are based on December 31, 2025 fair values, some of which will change before their actual reclassification into Cost of goods sold and Revenues.

The following table presents the fair value of our cash flow hedges and the classification on the Statements of Consolidated Financial Position:

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These hedge contracts were considered economic hedges and did not qualify for hedge accounting.

During the year ended December 31, 2024, these contracts resulted in a loss of $ 29 million presented in Other non-operating income (loss) in the Statements of Consolidated Operations and in Other investing activities in the Statements of Consolidated Cash Flows .

As of December 31, 2024, no foreign currency contracts are outstanding.

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the year ended December 31, 2024, these contracts resulted in a loss of $ 29 million presented in Other non-operating income in the Statements of Consolidated Operations and in Other investing activities in the Statements of Consolidated Cash Flows .

As of, and during the year ended, December 31, 2025, no foreign currency contracts were outstanding.

NOTE 16 - CAPITAL STOCK

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The share repurchase program does not have a specific expiration date.

For the years ended December 31, 2024 and 2023, we repurchased 37.9 million and 10.4 million common shares, respectively, at a cost of $ 733 million and $ 152 million in the aggregate, respectively.

For the year ended December 31, 2025, we did not repurchase any common shares, as compared to 2024, during which we repurchased 37.9 million common shares at a cost of $ 733 million in the aggregate.

The cost of our share repurchases excludes the excise tax due under the Inflation Reduction Act.

As of December 31, 2025, there was $ 1.4 billion remaining authorization under our active share repurchase program.

STOCK ISSUANCE

On October 31, 2025, we sold 75 million of our common shares in an underwritten public offering for $ 12.69 per share.

We used the net proceeds from the offering to repay borrowings under our ABL Facility.

PREFERRED STOCK

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Other comprehensive income (loss) before reclassifications 91 ( 70 ) 1

Income tax ( 4 ) — —

Other comprehensive income (loss) before reclassifications, net of tax 87 ( 70 ) 1

Ending balance $ 17 $ ( 70 ) $ —

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Losses (gains) reclassified from AOCI to net income 1

195 144 ( 256 )

Income tax expense (benefit) 2

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Other comprehensive income (loss) before reclassifications, net of tax ( 63 ) ( 51 ) 76

Gains reclassified from AOCI to net income 3

Losses (gains) reclassified from AOCI to net income 4

( 138 ) ( 154 ) ( 145 )

Income tax expense 2

Net gains reclassified from AOCI to net income ( 116 ) ( 96 ) ( 27 )

Income tax expense (benefit) 2

Net losses (gains) reclassified from AOCI to net income ( 107 ) ( 116 ) ( 96 )

Ending balance $ 1,490 $ 1,660 $ 1,827

Total AOCI Ending Balance $ 1,492 $ 1,537 $ 1,657

1 Amounts recognized in Cost of goods sold in the Statements of Consolidated Operations.

1 Amounts were recognized in Revenues and Cost of goods sold of $ 30 million and $ 67 million, respectively during 2025 in the Statements of Consolidated Operations.

During both 2024 and 2023, amounts were recognized in Cost of goods sold in the Statements of Consolidated Operations .

2 Amounts recognized in Income tax benefit (expense) in the Statements of Consolidated Operations.

3 Amounts recognized in Net periodic benefit credits other than service cost component in the Statements of Consolidated Operations.

3 Refer to NOTE 9 - PENSIONS AND OTHER POSTRETIREMENT BENEFITS for further information.

4 Amounts recognized in Net periodic benefit credits other than service cost component in the Statements of Consolidated Operations.

NOTE 18 - VARIABLE INTEREST ENTITIES

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We consolidate SunCoke Middletown as a VIE because we are the primary beneficiary despite having no ownership interest in SunCoke Middletown.

SunCoke Middletown had income before income taxes of $ 52 million for each of the years ended December 31, 2024 and 2023, which was included in our consolidated Income (loss) from continuing operations before income taxes .

SunCoke Middletown had income before income taxes of $ 56 million and $ 52 million for the years ended December 31, 2025 and 2024, respectively, which was included in our consolidated Income (loss) from continuing operations before income taxes .

Additionally, SunCoke Middletown had cash used for capital expenditures of $ 6 million for the year ended December 31, 2025, compared to $ 24 million for the year ended December 31, 2024, that are included in our consolidated Purchase of property, plant and equipment on the Statements of Consolidated Cash Flows.

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Net income (loss) from continuing operations attributable to Cliffs shareholders ( 1,473 ) ( 760 ) 384

Income from discontinued operations, net of tax — 1 3

Income (loss) from discontinued operations, net of tax ( 5 ) — 1

Net income (loss) attributable to Cliffs shareholders $ ( 1,478 ) $ ( 760 ) $ 385

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Basic 508 480 510

Convertible senior notes — — 2

Employee stock plans — — 1

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NOTE 21 - SUBSEQUENT EVENTS

On February 6, 2025, we issued $ 850 million aggregate principal amount of 7.500 % Senior Notes due 2031 at par in a private placement transaction exempt from the registration requirements of the Securities Act.

The net proceeds will be used for general corporate purposes, including the repayment of borrowings under our ABL Facility.

We have evaluated subsequent events through the date of financial statement issuance.

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We have audited the accompanying statements of consolidated financial position of Cleveland-Cliffs Inc.

and subsidiaries (the "Company") as of December 31, 2024 and 2023, the related statements of consolidated operations, comprehensive income, cash flows, and changes in equity, for each of the three years in the period ended December 31, 2024, and the related notes (collectively referred to as the "financial statements").

and subsidiaries (the "Company") as of December 31, 2025 and 2024, the related statements of consolidated operations, comprehensive income (loss), cash flows, and changes in equity, for each of the three years in the period ended December 31, 2025, and the related notes (collectively referred to as the "financial statements").

In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2025 and 2024, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2025, in conformity with accounting principles generally accepted in the United States of America.

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CRITICAL AUDIT MATTER

The critical audit matters communicated below are matters arising from the current-period audit of the financial statements that were communicated or required to be communicated to the audit committee and that (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments.

The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.

The critical audit matter communicated below is a matter arising from the current-period audit of the financial statements that was communicated or required to be communicated to the audit committee and that (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments.

The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

GOODWILL - A REPORTING UNIT WITHIN THE STEELMAKING SEGMENT - REFER TO NOTES 1 AND 7 TO THE FINANCIAL STATEMENTS

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Our audit procedures related to the forecasts of future revenues and EBITDA, the selection of the discount rate, and selection of market multiples applied to management’s forecasts for this reporting unit included the following, among others:

• We tested the design and effectiveness of controls over management’s goodwill impairment evaluation, such as controls related to management’s forecasts, the selection of the discount rate, and market multiples used.

• We tested the design and effectiveness of controls over management’s goodwill impairment evaluation, including controls related to management’s forecasts, the selection of the discount rate, and market multiples used.

• We evaluated management’s ability to accurately forecast by comparing actual results to management’s historical forecasts.

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• We evaluated the market multiples, including testing the underlying source information and mathematical accuracy of the calculations, and comparing the multiples selected by management to its guideline companies.

ACQUISITIONS - STELCO - REFER TO NOTES 1 AND 3 TO THE FINANCIAL STATEMENTS

Critical Audit Matter Description

The Company completed the acquisition of Stelco Holdings, Inc.

on November 1, 2024.

The Company accounted for the acquisition under the acquisition method of accounting for business combinations and accordingly, allocated the purchase price to the assets acquired and liabilities assumed based on their estimated fair values as of the date of acquisition.

Identifiable intangible assets acquired included customer relationships intangible assets and trade names and trademarks intangible assets.

The excess purchase consideration over the fair value of identifiable assets acquired and liabilities assumed was recorded as goodwill.

We identified the fair value determination of the customer relationship intangible assets for the business combination as a critical audit matter due to the significant judgment required in determining their estimated fair values.

The determination of fair value requires management to make significant estimates and assumptions related to the forecasts of future revenues and EBITDA, as well as the selection of the discount rate.

There was a high degree of auditor judgment and subjectivity in applying audit procedures and evaluating the significant assumptions relating to the estimates, including the need to involve our fair value specialists.

How the Critical Audit Matter Was Addressed in the Audit

Our audit procedures related to the forecasts and the selection of the discount rate included the following, among others:

• We tested the design and effectiveness of internal controls over the business combination, such as controls related to management’s forecasts and the selection of the discount rate.

• We evaluated the reasonableness of management’s forecasts by comparing the forecasts to Stelco’s historical results and forecasted information included in industry reports and companies in its peer group .

• With the assistance of our fair value specialists, we evaluated the discount rate, including testing the underlying source information and the mathematical accuracy of the calculations, and developing a range of independent estimates and comparing those to the discount rate selected by management.

• We evaluated whether management’s forecasts were consistent with evidence obtained in other areas of the audit.

/s/ DELOITTE & TOUCHE LLP

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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 8. Financial Statements and Supplementary Data