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Management conducted an assessment of the Company's internal control over financial reporting as of December 31, 2025 using the framework specified in Internal Control - Integrated Framework (2013) , published by the Committee of Sponsoring Organizations of the Treadway Commission.
−Removed: We have excluded from our assessment the internal control over financial reporting at Stelco, which was acquired on November 1, 2024, and whose assets as of December 31, 2024 constituted 20% of the Company’s consolidated total assets as of December 31, 2024, and whose revenues for the period from November 1, 2024 through December 31, 2024, inclusive, constituted 2% of the Company’s consolidated revenues for the year ended December 31, 2024.
Based on such assessment, management has concluded that the Company's internal control over financial reporting was effective as of December 31, 2025.
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We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated financial statements as of and for the year ended December 31, 2025, of the Company and our report dated February 9, 2026, expressed an unqualified opinion on those financial statements.
−Removed: As described in Management’s Report on Internal Control Over Financial Reporting, management excluded from its assessment the internal control over financial reporting at Stelco, which was acquired on November 1, 2024, and whose assets as of December 31, 2024 constituted 20% of the Company’s consolidated total assets as of December 31, 2024, and whose revenues for the period from November 1, 2024 through December 31, 2024, inclusive, constituted 2% of the Company’s consolidated revenues for the year ended December 31, 2024.
−Removed: Accordingly, our audit did not include the internal control over financial reporting at Stelco.
BASIS FOR OPINION
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Exhibit Number Exhibit
−Removed: Plan of acquisition, reorganization, arrangement, liquidation or succession
−Removed: ** Arrangement Agreement, dated as of July 14, 2024, by and between Stelco Holdings Inc., 13421422 Canada Inc.
−Removed: and Cleveland-Cliffs Inc.
−Removed: (filed as Exhibit 2.1 to Cliffs' Form 10-Q for the period ended June 30, 2024 and incorporated herein by reference).
Articles of Incorporation and Regulations of Cleveland-Cliffs Inc.
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Bank National Association, as trustee (filed as Exhibit 4.1 to Cliffs' Form 10-Q for the period ended June 30, 2013 and incorporated herein by reference).
−Removed: Exhibit Number Exhibit
−Removed: Indenture, dated as of May 13, 2019, among Cleveland-Cliffs Inc., the Guarantors party thereto and U.S.
−Removed: Bank National Association, as trustee, including Form of 5.875% Senior Notes due 2027 (filed as Exhibit 4.1 to Cliffs' Form 8-K on May 14, 2019 and incorporated herein by reference).
−Removed: First Supplemental Indenture, dated as of March 13, 2020, among Cleveland-Cliffs Inc., the Additional Guarantors party thereto and U.S.
−Removed: Bank National Association, as trustee (filed as Exhibit 4.4 to Cliffs' Form 10-Q for the period ended March 31, 2020 and incorporated herein by reference).
−Removed: Second Supplemental Indenture, dated as of May 22, 2020, among Cleveland-Cliffs Inc., the Additional Guarantors party thereto and U.S.
−Removed: Bank National Association, as trustee (filed as Exhibit 4.6 to Cliffs’ Form 10-Q for the period ended June 30, 2020 and incorporated herein by reference).
−Removed: Third Supplemental Indenture, dated as of December 9, 2020, among Cleveland-Cliffs Inc., the Additional Guarantors party thereto and U.S.
−Removed: Bank National Association, as trustee (filed as Exhibit 4.24 to Cliffs’ Form 10-K for the period ended December 31, 2020 and incorporated herein by reference).
−Removed: Fourth Supplemental Indenture, dated as of December 18, 2020, among Cleveland-Cliffs Inc., the Additional Guarantors party thereto and U.S.
−Removed: Bank National Association, as trustee (filed as Exhibit 4.25 to Cliffs’ Form 10-K for the period ended December 31, 2020 and incorporated herein by reference).
−Removed: Fifth Supplemental Indenture, dated as of December 22, 2021, among Cleveland-Cliffs Inc., the Additional Guarantor party thereto and U.S.
−Removed: Bank National Association, as trustee (filed as Exhibit 4.11 to Cliffs’ Form 10-K for the period ended December 31, 2021 and incorporated herein by reference).
−Removed: Sixth Supplemental Indenture, dated as of July 31, 2023, among Cleveland-Cliffs Inc., the Additional Guarantors party thereto and U.S.
−Removed: Bank Trust Company, National Association (successor in interest to U.S.
−Removed: Bank National Association), as trustee (filed as Exhibit 4.1 to Cliffs' Form 10-Q for the period ended September 30, 2023 and incorporated herein by reference).
−Removed: Indenture, dated as of March 16, 2020, among Cleveland-Cliffs Inc., the Guarantors party thereto and U.S.
−Removed: Bank National Association, as trustee, including Form of 7.00% Senior Notes due 2027 (filed as Exhibit 4.7 to Cliffs’ Form 10-Q for the period ended March 31, 2020 and incorporated herein by reference).
−Removed: First Supplemental Indenture, dated as of May 22, 2020, among Cleveland-Cliffs Inc., the Additional Guarantors party thereto and U.S.
−Removed: Bank National Association, as trustee (filed as Exhibit 4.7 to Cliffs’ Form 10-Q for the period ended June 30, 2020 and incorporated herein by reference).
−Removed: Second Supplemental Indenture, dated as of December 9, 2020, among Cleveland-Cliffs Inc., the Additional Guarantors party thereto and U.S.
−Removed: Bank National Association, as trustee (filed as Exhibit 4.38 to Cliffs’ Form 10-K for the period ended December 31, 2020 and incorporated herein by reference).
−Removed: Third Supplemental Indenture, dated as of December 18, 2020, among Cleveland-Cliffs Inc., the Additional Guarantors party thereto and U.S.
−Removed: Bank National Association, as trustee (filed as Exhibit 4.39 to Cliffs’ Form 10-K for the period ended December 31, 2020 and incorporated herein by reference).
−Removed: Fourth Supplemental Indenture, dated as of December 22, 2021, among Cleveland-Cliffs Inc., the Additional Guarantor party thereto and U.S.
−Removed: Bank National Association, as trustee (filed as Exhibit 4.22 to Cliffs’ Form 10-K for the period ended December 31, 2021 and incorporated herein by reference).
−Removed: Fifth Supplemental Indenture, dated as of July 31, 2023, among Cleveland-Cliffs Inc., the Additional Guarantors party thereto and U.S.
−Removed: Bank Trust Company, National Association (successor in interest to U.S.
−Removed: Bank National Association), as trustee (filed as Exhibit 4.3 to Cliffs' Form 10-Q for the period ended September 30, 2023 and incorporated herein by reference).
Indenture, dated as of February 17, 2021, among Cleveland-Cliffs Inc., the Guarantors party thereto and U.S.
Bank National Association, as trustee, including Forms of 4.625% Senior Notes due 2029 and 4.875% Senior Notes due 2031 (filed as Exhibit 4.1 to Cliffs' Form 10-Q for the period ended March 31, 2021 and incorporated herein by reference).
+Added: Exhibit Number Exhibit
First Supplemental Indenture, dated as of December 22, 2021, among Cleveland-Cliffs Inc., the Additional Guarantor party thereto and U.S.
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Bank Trust Company, National Association, as trustee (filed as Exhibit 4.5 to Cliffs' Form 10-Q for the period ended September 30, 2023 and incorporated herein by reference).
−Removed: Exhibit Number Exhibit
Indenture, dated as of March 18, 2024, among Cleveland-Cliffs Inc., the Guarantors party thereto and U.S.
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Bank Trust Company, National Association, as trustee, including Forms of 6.875% Senior Notes due 2029 and 7.375% Senior Notes due 2033 (filed as Exhibit 4.2 to Cliffs' Form 10-Q for the period ended September 30, 2024 and incorporated herein by reference).
+Added: Indenture, dated as of February 6, 2025, among Cleveland-Cliffs Inc., the Guarantors party thereto and U.S.
+Added: Bank Trust Company, National Association, as trustee, including Form of 7.500% Senior Notes due 2031 (filed as Exhibit 4.1 to Cliffs' Form 10-Q for the period ended March 31, 2025 and incorporated herein by reference).
+Added: Indenture, dated as of September 8, 2025, among Cleveland-Cliffs Inc., the Guarantors party thereto and U.S.
+Added: Bank Trust Company, National Association, as trustee, including Form of 7.625% Senior Notes due 2034 (filed as Exhibit 4.1 to Cliffs' Form 10-Q for the period ended September 30, 2025 and incorporated herein by reference).
+Added: First Supplemental Indenture, dated as of October 10, 2025, among Cleveland-Cliffs Inc., the Guarantors party thereto and U.S.
+Added: Bank Trust Company, National Association, as trustee (filed as Exhibit 4.2 to Cliffs' Form 10-Q for the period ended September 30, 2025 and incorporated herein by reference).
Form of Common Share Certificate (filed as Exhibit 4.1 to Cliffs’ Form 10-Q for the period ended September 30, 2019 and incorporated herein by reference).
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1 (Amended and Restated effective June 1, 1997), dated June 12, 1997, by and between Cleveland-Cliffs Inc and KeyBank National Association, Trustee, with respect to the Cleveland-Cliffs Inc Supplemental Retirement Benefit Plan, Severance Pay Plan for Key Employees and certain executive agreements (filed as Exhibit 10.10 to Cliffs’ Form 10-K for the period ended December 31, 2011 and incorporated herein by reference).
+Added: Exhibit Number Exhibit
* Trust Agreement No.
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(f/k/a Cleveland-Cliffs Inc) and KeyBank National Association, Trustee, entered into and effective as of December 31, 2008 (filed as Exhibit 10(aa) to Cliffs’ Form 10-K for the period ended December 31, 2008 and incorporated herein by reference).
−Removed: Exhibit Number Exhibit
* Third Amendment to Amended and Restated Trust Agreement No.
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(f/k/a Cleveland-Cliffs Inc) and KeyBank National Association, Trustee, entered into and effective as of December 31, 2008 (filed as Exhibit 10(ww) to Cliffs’ Form 10-K for the period ended February 26, 2009 and incorporated herein by reference).
+Added: Exhibit Number Exhibit
* Second Amendment to Trust Agreement No.
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2021 Equity and Incentive Compensation Plan Performance Share Award Memorandum (TSR) and Performance Share Award Agreement (filed as Exhibit 10.2 to Cliffs’ Form 10-Q for the period ended March 31, 2024 and incorporated herein by reference).
−Removed: Exhibit Number Exhibit
* Form of Cleveland-Cliffs Inc.
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Fifth Amendment to Asset-Based Revolving Credit Agreement, dated as of July 31, 2024, among Cleveland-Cliffs Inc., the lenders party thereto from time to time and Bank of America, N.A., as administrative agent (filed as Exhibit 10.2 to Cliffs’ Form 10-Q for the period ended September 30, 2024 and incorporated herein by reference).
+Added: Exhibit Number Exhibit
Sixth Amendment to Asset-Based Revolving Credit Agreement, dated as of September 13, 2024, among Cleveland-Cliffs Inc., the lenders party thereto from time to time and Bank of America, N.A., as administrative agent (filed as Exhibit 10.3 to Cliffs’ Form 10-Q for the period ended September 30, 2024 and incorporated herein by reference).
Cleveland-Cliffs Inc.
−Removed: and Associated Companies Insider Trading and Material Inside Information Policy effective October 25, 2023 (filed herewith).
+Added: and Associated Companies Insider Trading and Material Inside Information Policy effective October 25, 2023 (filed as Exhibit 19 to Cliffs’ Form 10-K for the period ended December 31, 2024 and incorporated herein by reference).
Subsidiaries of the Registrant (filed herewith).
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Consent of Independent Registered Public Accounting Firm (filed herewith).
−Removed: Consent of SLR International Corporation regarding Hibbing Taconite Property, Minnesota, USA (filed herewith).
−Removed: Consent of SLR International Corporation regarding Minorca Property, Minnesota, USA (filed herewith).
Consent of SLR International Corporation regarding Northshore Property, Minnesota, USA (filed herewith).
−Removed: Consent of SLR International Corporation regarding United Taconite Property, Minnesota, USA (filed herewith).
Consent of SLR International Corporation regarding Tilden Property, Michigan, USA (filed herewith).
+Added: Consent of SLR International Corporation regarding United Property, Minnesota, USA (filed herewith).
Power of Attorney (filed herewith).
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as of February 9, 2026 (filed herewith).
−Removed: Exhibit Number Exhibit
Certification Pursuant to 18 U.S.C.
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Mine Safety Disclosures (filed herewith).
−Removed: Technical Report Summary on the Hibbing Taconite Property, Minnesota, USA, prepared for the Company by SLR International Corporation with an effective date of December 31, 2021 (filed as Exhibit 96.1 to Cliffs’ Form 8-K on February 11, 2022 and incorporated herein by reference).
−Removed: Technical Report Summary on the Minorca Property, Minnesota, USA, prepared for the Company by SLR International Corporation with an effective date of December 31, 2021 (filed as Exhibit 96.2 to Cliffs’ Form 8-K on February 11, 2022 and incorporated herein by reference).
Technical Report Summary on the Northshore Property, Minnesota, USA, prepared for the Company by SLR International Corporation with an effective date of December 31, 2021 (filed as Exhibit 96.3 to Cliffs’ Form 8-K on February 11, 2022 and incorporated herein by reference).
−Removed: Technical Report Summary on the United Taconite Property, Minnesota, USA, prepared for the Company by SLR International Corporation with an effective date of December 31, 2021 (filed as Exhibit 96.4 to Cliffs’ Form 8-K on February 11, 2022 and incorporated herein by reference).
Technical Report Summary on the Tilden Property, Michigan, USA, prepared for the Company by SLR International Corporation with an effective date of December 31, 2021 (filed as Exhibit 96.5 to Cliffs’ Form 10-K for the period ended December 31, 2021 and incorporated herein by reference).
+Added: Technical Report Summary on the United Taconite Property, Minnesota, USA, prepared for the Company by SLR International Corporation with an effective date of December 31, 2021 (filed as Exhibit 96.4 to Cliffs’ Form 8-K on February 11, 2022 and incorporated herein by reference).
Cleveland-Cliffs Inc.
4 unchanged sentences
* Indicates management contract or other compensatory arrangement.
−Removed: ** Certain immaterial schedules and exhibits to this exhibit have been omitted pursuant to the provisions of Regulation S-K, Item 601(a)(5).
−Removed: A copy of any of the omitted schedules and exhibits will be furnished to the U.S.
−Removed: Securities and Exchange Commission upon request.
FORM 10-K SUMMARY
25 unchanged sentences
* Director February 9, 2026
+Added: * Director February 9, 2026
+Added: * Director February 9, 2026
* The undersigned, by signing his name hereto, does sign and execute this Annual Report on Form 10-K pursuant to a Power of Attorney executed on behalf of the above-indicated directors of the registrant and filed herewith as Exhibit 24 on behalf of the registrant.
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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.